What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-28 · 357 added, 256 removed, 1443 unchanged (30% of the section changed)

9 unchanged sentences

Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2025

Consolidated Statements of Stockholders' Equity and Redeemable Noncontrolling Interest for the Three Years Ended December 31, 2024

Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest for the Three Years Ended December 31, 2025

Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2025

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Bel Fuse Inc.

(a New Jersey corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity and redeemable noncontrolling interest, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

(a New Jersey corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, shareholders’ equity and redeemable noncontrolling interest, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

13 unchanged sentences

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of Enercon Technologies, Ltd.

- Valuation of Noncontrolling Interest, Trade Names and Customer Relationships

As described further in Note 3 to the consolidated financial statements, on November 14, 2024, the Company closed on its acquisition of its majority 80% stake in Enercon Technologies, Ltd (“Enercon”) for a total purchase price of $324 million, net of cash acquired.

The Company has recorded, on a preliminary basis, the assets acquired and liabilities assumed based on their estimated fair values, including noncontrolling interest (“NCI”), trade names and customer relationships of $72.3 million, $21.9 million and $130.3 million, respectively.

We identified the valuation of acquired Enercon trade names, customer relationships and noncontrolling interests as a critical audit matter.

The principal considerations for our determination that the valuation of acquired Enercon trade names, customer relationships and noncontrolling interests is a critical audit matter are (i) the significant judgments by management when determining assumptions used in the fair value measurement of the NCI and these acquired intangible assets (ii) the high degree of auditor judgment and subjectivity in performing procedures and evaluating management’s significant assumptions relating to the projected financial information including the revenue growth rate and weighted average cost of capital (“WACC”) and (iii) the audit effort involved the use of professionals with specialized skills and knowledge.

Our audit procedures related to the valuation of acquired Enercon trade names, customer relationships and noncontrolling interests includes the following, among others:

We tested the design and operating effectiveness of the controls over the Company’s acquisition and valuation process, including those over management’s forecasts of future revenues and the WACC.

We tested the projected financial information including the forecasted revenue growth rate by assessing the reasonableness of management’s forecasts compared to historical results and forecasted industry trends.

With the assistance of professionals with specialized skills and knowledge, we assessed the assumptions and methodologies used in developing the WACC by developing a range of independent estimates and comparing those to the rates selected by management.

Goodwill and indefinite-lived intangible assets impairment assessment:

Enercon reporting unit, Enercon Technologies Trademark and Milpower Source Trademark

As described further in Notes 1 and 5 to the consolidated financial statements, the Company performed a quantitative goodwill impairment assessment and an impairment assessment of indefinite‑lived intangible assets as of October 1, 2025.

We identified the goodwill impairment assessment for the Enercon reporting unit and the impairment assessment of the Enercon Technologies and Milpower Source indefinite-lived trademarks as a critical audit matter.

The principal considerations for our determination that the quantitative goodwill impairment assessment for the Enercon reporting unit and the impairment assessment of Enercon Technologies and Milpower Source indefinite-lived trademarks are a critical audit matter are (i) the assessments required management to make significant estimates and assumptions in determining fair value, (ii) the high degree of auditor judgement and subjectivity in performing procedures and evaluating management’s significant assumptions relating to the revenue growth rate, and weighted average cost of capital (“WACC”) and (iii) the audit effort involved the use of professionals with specialized skills and knowledge.

Our audit procedures related to the quantitative goodwill impairment assessment for the Enercon reporting unit and the impairment assessment of Enercon Technologies and Milpower Source indefinite-lived trademarks included the following, among others:

We tested the design and operating effectiveness of relevant controls over management’s impairment assessment process, including controls over the development and review of key valuation assumptions and the appropriateness of the valuation models used.

We tested the forecasted revenue growth rate, by assessing the reasonableness of management’s forecasts compared to historical results and forecasted industry trends.

/s/ GRANT THORNTON LLP

11 unchanged sentences

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting (“Management’s Report”).

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

5 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Enercon Technologies, Ltd.

(“Enercon”), a majority owned subsidiary, whose financial statements reflect total assets and net sales constituting 15.9 and 3.9 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As indicated in Management’s Report, Enercon was acquired during 2024.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Enercon.

Definition and limitations of internal control over financial reporting

40 unchanged sentences

$ 935,200 $ 949,789

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY

Current liabilities:

5 unchanged sentences

Other current liabilities

16,716 17,902

Total current liabilities

10 unchanged sentences

Deferred income taxes

29,684 28,916

Related-party note payable

4 unchanged sentences

Redeemable noncontrolling interest

Stockholders' equity:

93,161 80,586

Shareholders' equity:

Preferred stock, no par value, 1,000,000 shares authorized;

Class A common stock, par value $ .10 per share, 10,000,000 shares authorized;

2,115,263 shares and 2,141,589 shares outstanding at December 31, 2024 and December 31, 2023, respectively (net of 1,072,769 restricted treasury shares)

2,115,263 shares outstanding at each date (net of 1,072,769 restricted treasury shares)

Class B common stock, par value $ .10 per share, 30,000,000 shares authorized;

1 unchanged sentence

Treasury stock (unrestricted;

none outstanding at December 31, 2024, consisted of 3,323 Class A shares and 17,342 Class B shares at December 31, 2023)

none outstanding at December 31, 2025, and at December 31, 2024)

Additional paid-in capital

4 unchanged sentences

( 17,174 ) ( 17,227 )

Total stockholders' equity

Total shareholders' equity

425,513 360,576

Total liabilities, redeemable noncontrolling interest and stockholders' equity

Total liabilities, redeemable noncontrolling interest and shareholders' equity

$ 935,200 $ 949,789

5 unchanged sentences

Year Ended December 31,

$ 675,455 $ 534,792 $ 639,813

Cost of sales

411,037 332,434 423,964

264,418 202,358 215,849

Research and development costs

30,867 23,586 22,487

Selling, general and administrative expenses

125,828 110,616 99,091

Impairment of CUI tradename

Restructuring charges

Restructuring (credits) charges

( 677 ) 3,459 10,114

Gain on sale of properties

( 5,701 ) - ( 3,819 )

Earnout liability adjustments

Income from operations

110,996 64,297 87,976

Gain on sale of Czech Republic business

Interest expense

( 14,751 ) ( 4,078 ) ( 2,850 )

Interest income

Other expense, net

1,035 4,754 1,697

Impairment of equity method investment and related party notes

( 13,087 ) - -

Other income (expense), net

10,857 ( 3,165 ) ( 4,503 )

Earnings before provision for income taxes

95,050 61,808 83,300

Provision for income taxes

20,939 12,616 9,469

Net earnings available to common shareholders

74,111 49,192 73,831

Net earnings attributable to noncontrolling interest

Redemption value adjustment attributable to noncontrolling interest

9,123 7,748 -

Net earnings attributable to Bel Fuse shareholders

$ 61,536 $ 40,960 $ 73,831

Net earnings per common share:

Class A common shares - basic and diluted

Class B common shares - basic and diluted

$ 4.65 $ 3.10 $ 5.52

Class B common shares - basic

$ 4.91 $ 3.28 $ 5.83

Class B common shares - diluted

$ 4.90 $ 3.28 $ 5.83

Weighted-average shares outstanding:

Class A common shares - basic and diluted

Class B common shares - basic and diluted

2,115 2,124 2,142

Class B common shares - basic

10,525 10,491 10,634

Class B common shares - diluted

10,546 10,491 10,634

See accompanying notes to consolidated financial statements.

4 unchanged sentences

Year Ended December 31,

Net earnings available to common shareholders

$ 74,111 $ 49,192 $ 73,831

2 unchanged sentences

2,476 ( 5,543 ) 6,684

Unrealized (losses) gains on interest rate swap cash flow hedge, net of taxes of $ 0 in all periods

Unrealized losses on interest rate swap cash flow hedge, net of taxes of $ 0 in all periods

( 1,823 ) ( 1,231 ) ( 1,579 )

Unrealized holding gains (losses) on marketable securities arising during the period, net of taxes of $ 0 in all periods

Unrealized holding gains on marketable securities arising during the period, net of taxes of $ 0 in all periods

Change in unfunded SERP liability, net of taxes of ($ 179 ), ($ 465 ) and ($ 161 )

( 600 ) 1,582 ( 597 )

Other comprehensive (loss) income

Other comprehensive income (loss)

53 ( 5,190 ) 4,509

8 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

(in thousands, except per share data)

Comprehensive

(Loss) Income

Total stockholders' equity

Noncontrolling

Retained Earnings

Accumulated Other Comprehensive (Loss) Income

Class A Common Stock

Class A # of Shares

Class B Common Stock

Class B # of Shares

Treasury Stock

Additional Paid-In Capital

Total shareholders' equity

Redeemable Noncontrolling Interest

Balance at December 31, 2022

12 unchanged sentences

- - - - - ( 2 ) ( 105 ) - ( 105 ) -

Foreign currency translation adjustment, net of taxes of ($ 47 )

Foreign currency translation adjustment, including writeoff of $ 2,724 related to liquidation of foreign subsidiary, net of taxes of ($ 93 )

- 6,684 - - - - - - 6,684 -

1 unchanged sentence

- ( 1,579 ) - - - - - - ( 1,579 ) -

Unrealized holding losses on marketable securities, net of taxes of $ 0

Unrealized holding gains on marketable securities, net of taxes of $ 0

- 1 - - - - - - 1 -

5 unchanged sentences

307,510 ( 12,037 ) 214 2,142 1,065 10,620 ( 454 ) 44,260 340,558 -

Acquisition resulting in redeemable noncontrolling interest ("NCI")

- - - - - - - - - 72,354

Redemption value adjustment on redeemable NCI

- - - - - - - - - 7,748

40,960 - - - - - - - 40,960 484

Dividends declared:

7 unchanged sentences

- - - - ( 1 ) ( 17 ) - 1 - -

Repurchase of treasury stock

Purchase of common stock

- - ( 2 ) ( 27 ) ( 24 ) ( 236 ) ( 16,053 ) 26 ( 16,053 ) -

Foreign currency translation adjustment, including writeoff of $ 2,724 related to liquidation of foreign subsidiary, net of taxes of ($ 93 )

Cancellation of treasury shares

- - - - - - 16,507 ( 16,507 ) - -

Unrealized losses on interest rate swap cashflow hedge, net of taxes of $ 0

Foreign currency translation adjustment, net of taxes of $ 36

- ( 5,543 ) - - - - - - ( 5,543 ) -

Unrealized losses on interest rate swap cash flow hedge, net of taxes of $ 0

- ( 1,231 ) - - - - - - ( 1,231 ) -

Unrealized holding gains on marketable securities, net of taxes of $ 0

6 unchanged sentences

345,031 ( 17,227 ) 212 2,115 1,046 10,425 - 31,514 360,576 80,586

Acquisition resulting in redeemable noncontrolling interests ("NCI")

- - - - - - - - - 72,354

Redemption value adjustment on redeemable NCI

- - - - - - - - - 9,123

61,536 - - - - - - - 61,536 3,452

Dividends declared:

7 unchanged sentences

- - - - ( 1 ) ( 11 ) - 1 - -

Purchase of common stock

- - ( 2 ) ( 27 ) ( 24 ) ( 236 ) ( 16,053 ) 26 ( 16,053 ) -

Cancellation of treasury shares

- - - - - - 16,507 ( 16,507 ) -

Foreign currency translation adjustment, net of taxes of $ 0

2 unchanged sentences

- ( 1,823 ) - - - - - - ( 1,823 ) -

Unrealized holding gains on marketable securities, net of taxes of $ 0

- 2 - - - - - - 2 -

Stock-based compensation expense

Share-based compensation expense

- - - - - - - 6,813 6,813 -

12 unchanged sentences

Adjustments to reconcile net earnings to net cash provided by operating activities:

Impairment of equity method investment and related party notes

Depreciation and amortization

3 unchanged sentences

Amortization of deferred financing costs

Deferred income taxes

Deferred income taxes benefit/(expense)

1,379 ( 6,267 ) ( 3,872 )

Unrealized losses (gains) on foreign currency revaluation

Net unrealized (gains)/losses on foreign currency revaluation

( 12,703 ) 1,456 1,356

50 unchanged sentences

Dividends paid to common shareholders

( 3,465 ) ( 3,453 ) ( 3,492 )

Purchase of treasury stock

- ( 16,053 ) ( 105 )

Deferred financing costs

( 681 ) ( 1,736 ) -

Borrowings under revolving line of credit

- 242,500 5,000

Proceeds of long-term debt

Repayments under revolving line of credit

Net cash provided by (used in) financing activities

( 98,000 ) ( 15,000 ) ( 40,000 )

Net cash (used in) provided by financing activities

( 94,146 ) 206,258 ( 38,597 )

Effect of exchange rate changes on cash

6,329 ( 3,547 ) 2,888

Net (decrease) increase in cash and cash equivalents

( 10,453 ) ( 21,118 ) 19,105

Cash and cash equivalents - beginning of year

68,253 89,371 70,266

Cash and cash equivalents - end of year

$ 57,800 $ 68,253 $ 89,371

Supplemental cash flow information:

1 unchanged sentence

Income taxes, net of refunds received

$ 23,731 $ 22,952 $ 25,056

Interest payments

$ 14,792 $ 5,795 $ 4,729

Redeemable noncontrolling interest assumed in exchange for acquired net assets

$ - $ 72,354 $ -

ROU assets obtained in exchange for lease obligations

$ 4,763 $ 6,870 $ 5,999

See accompanying notes to consolidated financial statements.

12 unchanged sentences

In accordance with the guidance under ASC Topic 810 "Consolidations" , while the Company only owns an 80 % interest in Enercon, the accompanying consolidated financial statements include 100% of Enercon's financial activity since the effective date of the acquisition.

The redeemable noncontrolling interest is reported in the mezzanine (temporary equity) section of the accompanying consolidated balance sheet at December 31, 2024.

The redeemable noncontrolling interest is reported in the mezzanine (temporary equity) section of the accompanying consolidated balance sheet at December 31, 2025 and December 31, 2024.

All intercompany transactions and balances have been eliminated in consolidation.

Reclassifications - Certain prior year amounts in the consolidated financial statements have been reclassified to conform to the current year presentation.

Estimates and Uncertainties - The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S.

13 unchanged sentences

Treasury Bills.

These investments are classified as held to maturity as the Company has the intent and ability to hold these investments until they mature.

The held to maturity securities mature within the next 12 months.

These investments were classified as held to maturity as the Company had the intent and ability to hold these investments until they matured.

The table below shows the amortized costs, associated gross unrealized gains and associated fair value of the held to maturity securities at December 31, 2025 and 2024 :

4 unchanged sentences

Amortized Cost

$ 950 $ 37,548

Gross Unrealized Gain

$ 977 $ 37,651

In determining the fair value of the Company's held to maturity U.S.

4 unchanged sentences

The Company regularly analyzes its significant customer accounts and, when the Company becomes aware of a customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related receivable to the amount the Company reasonably believes is collectible.

There were no significant impairment losses related to our receivables in 2024 or 2023.

Aside from the related party loan further described in Note 2 " Investment and Impairment in Innolectric ", there were no significant impairment losses related to our receivables in 2025 or 2024.

Effects of Foreign Currency – In non-U.S.

locations that are not considered highly inflationary, we translate the non-equity components of our foreign balance sheets at the end of period exchange rates with translation adjustments accumulated within stockholders' equity on our consolidated balance sheets.

locations that are not considered highly inflationary, we translate the non-equity components of our foreign balance sheets at the end of period exchange rates with translation adjustments accumulated within shareholders' equity on our consolidated balance sheets.

We translate the statements of operations at the average exchange rates during the applicable period.

In connection with foreign currency denominated transactions, including multi-currency intercompany payable an d receivable transactions and loans, the Company incurred net realized and unrealized currency exchange (losses) gains of ($ 1.9 ) million, ($ 1.4 ) million and $ 0.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, which were included in other expense, net on the consolidated statements of operations.

In connection with foreign currency denominated transactions, including multi-currency intercompany payable and receivable transactions and loans, the Company incurred net realized and unrealized currency exchange (losses) gains of $ 10.8 million, ($ 1.9 ) million and ($ 1.4 ) million for the years ended December 31, 2025 , 2024 and 2023 , respectively, which were included in other expense, net on the consolidated statements of operations.

Concentration of Credit Risk - Financial instruments which potentially subject us to concentrations of credit risk consist principally of accounts receivable and temporary cash investments.

38 unchanged sentences

In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate.

At December 31, 2024 and 2023, respectively, a total of $ 2.1 million and $ 1.3 million of property was classified as assets held for sale (within other current assets) on the accompanying consolidated balance sheet related to properties in the People’s Republic of China ("PRC") and in 2024, Glen Rock, Pennsylvania, which are being exited in connection with our recent restructuring initiatives related to facility consolidation efforts.

These assets have been evaluated for impairment and it was determined that no impairment existed as of December 31, 2024.

At December 31, 2025, no property was classified as assets held for sale within other current assets on the accompanying condensed consolidated balance sheets.

Accordingly, no impairment testing was performed during 2025.

At December 31, 2024, a total of $ 2.1 million of property was classified as assets held for sale (within other current assets) on the accompanying consolidated balance sheet, related to properties in the People’s Republic of China ("PRC") and Glen Rock, Pennsylvania, which were being exited in connection with recent restructuring initiatives and facility consolidation efforts.

These assets were evaluated for impairment during 2024, and it was determined that no impairment existed.

For indefinite-lived intangible assets, such as goodwill, trademarks and tradenames, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over the fair value, if any.

9 unchanged sentences

This subsequent valuation method is in accordance with policy elections made by the Company in its accounting for the redeemable noncontrolling interest.

The redemption value is calculated based on a pre-determined multiple of trailing twelve -months EBITDA (as defined in the Purchase Agreement as further described in Note 3, "Acquisition and Divestiture" .

The redemption value is calculated based on a pre-determined multiple of trailing twelve -months EBITDA (as defined in the Purchase Agreement as further described in Note 3, "Acquisition" .

Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are recognized as an adjustment to net earnings attributable to noncontrolling interest on the consolidated statement of operations.

Net i ncome attributable to redeemable noncontrolling interests is classified below net income.

Net earnings attributable to redeemable noncontrolling interest is classified below net earnings.

Earnings per share is determined after the impact of the redeemable noncontrolling interest's share in net earnings of the Company.

Refer to Note 3, "Acquisition and Divestiture" , herein for further details related to the redeemable noncontrolling interest.

Refer to Note 3, "Acquisition" , herein for further details related to the redeemable noncontrolling interest.

Derivative Financial Instruments - As part of our risk management strategy, when considered appropriate, the Company uses derivative financial instruments including foreign currency forward contracts and interest rate swap agreements to hedge against certain foreign currency and interest rate exposures.

47 unchanged sentences

Weighted average shares outstanding:

Class A - Basic and Diluted

2,115 2,124 2,142

Class B - Basic

10,525 10,491 10,634

Class B - Diluted

10,546 10,491 10,634

Net earnings per share attributable to Bel shareholders:

Class A - Basic and Diluted

$ 4.65 $ 3.10 $ 5.52

Class B - Basic

$ 4.91 $ 3.28 $ 5.83

Class B - Diluted

$ 4.90 $ 3.28 $ 5.83

Research and Development ("R&D") - Our engineering groups are strategically located around the world to facilitate communication with and access to customers' engineering personnel.

17 unchanged sentences

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures , which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures , which focuses on the rate reconciliation and income taxes paid.

ASU 2023 - 09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold.

In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

The Company adopted this ASU on a retrospective basis from 2023.

Refer to Note 10, " Income Taxes" , for the inclusion of new disclosures required.

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ):

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker ("CODM").

19 unchanged sentences

Accounting Standards Issued But Not Yet Adopted

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures , which focuses on the rate reconciliation and income taxes paid.

For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented.

We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

Such information should allow investors to better understand an entity's performance, assess future cash flows, and compare performance over time and with other entities.

The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's selling expenses.

Disaggregation of Income Statement Expenses , which is intended to improve disclosures about a PBE's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

Such information is intended to allow investors to better understand an entity's performance, assess future cash flows, and compare performance over time and with other entities.

The amendments will require PBEs to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's selling expenses.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively.

1 unchanged sentence

The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

INVESTMENT IN INNOLECTRIC

INVESTMENT AND IMPAIRMENT IN INNOLECTRIC

On February 1, 2023, the Company closed on a noncontrolling ( one - third ) investment in Germany-based innolectric AG (“innolectric”) for consideration of €8.0 million (approximately $ 8.8 million as of the February 2023 closing).

Transaction costs associated with the Company's investment in innolectric amounted to $ 1.3 million and these costs have been recorded as part of the carrying value of the investment.

Under the terms of the investment agreement, if innolectric achieves certain EBITDA thresholds within a specified timeframe, the Company would be committed to acquiring the remaining shares of innolectric at that time.

The accompanying consolidated balance sheet reflects the fair value as of the February 2023 closing of the initial one - third equity method investment, inclusive of transaction costs, of $ 11.0 million, and a separate liability of $ 1.0 million associated with the net fair value of the put and call options related to the remaining shares pursuant to the agreement in the event certain profitability thresholds are met.

This passive investment creates a strategic alliance that is focused on Electric Vehicles (“EV”) on-board power electronics, and in particular next generation fast-charging technology.

With no product overlap, this relationship expands the Bel eMobility Power portfolio, further enhancing Bel's competitive position in this emerging field.

Our investment in innolectric is accounted for using the equity method and we have determined that the innolectric investment is not a variable interest entity (VIE).

Results from this investment have been included in Bel's Power Solution and Protection segment within other expense, net and amounted to losses of $ 0.6 million and $ 0.8 million during the years ended December 31, 2024 and 2023, respectively.

Transaction costs associated with the Company's investment in innolectric amounted to $ 1.3 million and these costs had been recorded as part of the carrying value of the investment.

Under the terms of the investment agreement, if innolectric achieved certain EBITDA thresholds within a specified timeframe, the Company would be committed to acquiring the remaining shares of innolectric at that time.

The accompanying consolidated balance sheet as of December 31, 2024 reflects the fair value as of the February 2023 closing of the initial one - third equity method investment, inclusive of transaction costs, of $ 11.0 million, and a separate liability of $ 1.0 million associated with the net fair value of the put and call options related to the remaining shares pursuant to the agreement in the event certain profitability thresholds were met.

This passive investment was intended to create a strategic alliance focused on Electric Vehicles (“EV”) on-board power electronics, and in particular next generation fast-charging technology.

Our investment in innolectric was accounted for using the equity method and we had determined that the innolectric investment was not a variable interest entity (VIE).

Results from this investment have been included in Bel's Power Solution and Protection segment within other income (expense), net and amounted to losses of $ 0.4 million and $ 0.6 million during the years ended December 31, 2025 and 2024 , respectively.

The Company adopted a policy to record its share of innolectric's results on a one -month lag on a consistent basis to allow time for innolectric to provide its financial statements to Bel.

Related Party Transactions

From time to time, the Company provides cash loans to innolectric to fund working capital needs and further business development.

At December 31, 2024 and 2023, the Company had related party loans to innolectric in the aggregate amount of €2.8 million (approximately $ 2.9 million at the December 31, 2024 exchange rate), and €2.0 million (approximately $ 2.1 million at the December 31, 2023 exchange rate), respectively.

These loans bear interest at a rate of 5 % per annum.

These balances are shown as a related-party note receivable on the accompanying consolidated balance sheets at December 31, 2024 and 2023.

ACQUISITION AND DIVESTITURE

From time to time, the Company provided cash loans to innolectric to fund working capital needs and further business development.

At December 31, 2024 , the Company had related party loans to innolectric in the aggregate amount of €2.8 million (approximately $ 2.9 million at the December 31, 2024 exchange rate).

These loans bore interest at a rate of 5 % per annum.

These balances are shown as a related-party note receivable on the accompanying consolidated balance sheet at December 31, 2024 .

Impairment and Write-off of Investment

On November 26, 2025, Bel's management concluded that an other-than-temporary impairment charge was required in connection with the Company’s noncontrolling minority investment in innolectric and related party notes receivable.

This determination was made based upon indicators of impairment including the majority owner’s cessation of financial support of innolectric, which resulted in the commencement of insolvency proceedings against innolectric’s assets in the fourth quarter of 2025, together with other indicators of impairment including recent financial performance, changes in market conditions, and other relevant factors affecting innolectric’s business.

The Company assessed the carrying value of its investment and related party loans and determined that the decline in value was other than temporary.

Indicators supporting this conclusion included significant adverse changes in innolectric’s business and financial condition, prolonged losses, and the cessation of financial support from the majority owner.

As a result, Bel recorded a pre-tax impairment charge of approximately $ 13.1 million in the fourth quarter of 2025, consisting of:

Full impairment of the equity investment ($ 9.9 million)

Full impairment of related party loans ($ 4.3 million)

Derecognition of the call option liability ($ 1.1 million gain)

The impairment charge reflects the expectation that recovery of any material value from the investment or related loans is remote, given the priority of secured creditors and Bel’s minority position in the insolvency proceedings.

The call option liability was derecognized as the option is no longer exercisable or has no value due to innolectric’s financial collapse.

As of December 31, 2025, there is no value on the consolidated balance sheet related to the equity method investment, related party note receivable or call option liability.

Acquisition of Enercon

13 unchanged sentences

These costs are included in selling, general and administrative expenses on the consolidated statements of operations.

Fair Value Estimate of Assets Acquired and Liabilities Assumed

With respect to the acquisition of Enercon, we are continuing our review of our fair value estimate of assets acquired and liabilities assumed during the measurement period, which will conclude as soon as we receive the information we are seeking about facts and circumstances that existed as of the acquisition date, or learn that more information is not available.

This measurement period will not exceed one year from the acquisition date.

At the effective date of the acquisition, the assets acquired and liabilities assumed are generally required to be measured at fair value.

Our fair value estimate of assets acquired and liabilities assumed is pending completion of several elements, including the finalization of an independent appraisal and valuations of fair value of the assets acquired and liabilities assumed and final review by our management.

The primary areas that are not yet finalized relate to the tangible assets acquired and liabilities assumed, the valuation of property and equipment, the valuation of intangible assets acquired, operating leases, contingent liabilities and income taxes.

Accordingly, there could be material adjustments to our consolidated financial statements, including changes to our depreciation and amortization expense related to the valuation of property and equipment and intangible assets acquired and their respective useful lives among other adjustments.

The Company expects to finalize these valuations and complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date.

The following table depicts the Company’s current preliminary estimates of the acquisition date fair values of the consideration paid, identifiable net assets acquired and goodwill:

The accounting related to the Enercon acquisition has been completed as of the filing date of this Form 10 -K.

The following table presents the Company’s final determination of the acquisition date fair values of the consideration paid, identifiable net assets acquired, and goodwill.

All valuations and the purchase price allocation are now finalized, and no further adjustments are anticipated.

Acquisition Date

18 unchanged sentences

Total consideration paid

The inventories noted include an estimated step-up in fair value of $ 2.4 million.

The property, plant and equipment noted above includes a $ 3.7 million step-up based on estimated acquisition-date fair value.

The preliminary fair value of identifiable intangible assets related to Enercon is shown in the table below.

The inventories noted include an step-up in fair value of $ 2.4 million.

The property, plant and equipment noted above includes a $ 3.7 million step-up based on acquisition-date fair value.

The fair value of identifiable intangible assets related to Enercon is shown in the table below.

For those intangible assets with finite lives, the acquisition-date fair values will be amortized over their respective estimated future lives utilizing the straight-line method.

9 unchanged sentences

The goodwill is identifiable to the Power Solutions and Protection reportable segment and is attributable to expected synergies from combining operations, as well as intangible assets that do not qualify for separate recognition.

The amount of goodwill is provisional as of the filing date, as the fair value determination of inventories acquired, and appraisals related to property, plant and equipment, various intangible assets and certain liabilities such as lease liabilities is still under review.

All goodwill will be deductible for tax purposes over a period of 15 years.

6 unchanged sentences

The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the results of Enercon for the periods presented as if the Transaction had occurred on January 1, 2023, along with certain pro forma adjustments.

These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon estimated fair value of assets acquired, interest expense and amortization of deferred financing costs related to the financing of the acquisition, and related tax effects.

The 2023 unaudited pro forma net earnings were adjusted to include an estimated non-recurring expense related to a fair value adjustment to acquisition-date inventory of $ 2.4 million ($ 1.8 million after tax) during the year ended December 31, 2023.

These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon fair value of assets acquired, interest expense and amortization of deferred financing costs related to the financing of the acquisition, and related tax effects.

The 2023 unaudited pro forma net earnings were adjusted to include an non-recurring expense related to a fair value adjustment to acquisition-date inventory of $ 2.4 million ($ 1.8 million after tax) during the year ended December 31, 2023.

The pro forma results do not reflect the realization of any potential cost savings, or any related integration costs.

Certain cost savings may result from these acquisitions;

Certain cost savings may result from the acquisition;

however, there can be no assurance that these cost savings will be achieved.

The pro forma results also exclude the impact of any change in the redemption value of the noncontrolling interest.

The unaudited pro forma results are presented for illustrative purposes only and are not necessarily indicative of the results that would have actually been obtained if the acquisitions had occurred on the assumed dates, nor is the pro forma data intended to be a projection of results that may be obtained in the future:

The unaudited pro forma results are presented for illustrative purposes only and are not necessarily indicative of the results that would have actually been obtained if the acquisition had occurred on the assumed dates, nor is the pro forma data intended to be a projection of results that may be obtained in the future:

$ 632,130 $ 735,522

4 unchanged sentences

Earnings per Class A common share - basic and diluted

$ 3.94 $ 4.13

Earnings per Class B common share - basic and diluted

$ 4.16 $ 4.37

During 2024, the acquisition of Enercon resulted in a noncontrolling interest holder who is entitled to a put option, giving the Sellers the ability to put their redeemable interest in the shares of the acquiree to the Company.

1 unchanged sentence

Upon acquisition, the redeemable noncontrolling interest was initially valued at a fair value of $ 72.4 million.

The redeemable noncontrolling interest recorded on the accompanying consolidated balance sheet at December 31, 2024 will remain in temporary equity until the applicable put-call option is either fully exercised or expires.

At December 31, 2024, the redeemable noncontrolling interest was adjusted to reflect its redemption value of $ 80.6 million.

The redeemable noncontrolling interest recorded on the accompanying consolidated balance sheet at December 31, 2025 and December 31, 2024 will remain in temporary equity until the applicable put-call option is either fully exercised or expires.

At December 31, 2025 and December 31, 2024, the redeemable noncontrolling interest was adjusted to reflect its redemption value of $ 93.2 million and $ 80.6 million, respectively.

The redemption value of the redeemable noncontrolling interest is generally calculated using Level 3 unobservable inputs based on a multiple of earnings.

A rollforward of the redeemable noncontrolling interest for the year ended December 31, 2024 is included in the accompanying consolidated statements of stockholders' equity and redeemable noncontrolling interest.

Sale of Czech Republic Business

On June 1, 2023, the Company completed its divestment of Bel Stewart s.r.o., a former subsidiary in the Czech Republic which has historically been reported within Bel’s Connectivity Solutions segment.

The business was sold to PEI Genesis (“PEI”) for total consideration of $ 5.1 million, subject to working capital adjustments.

The divestiture of this non-core business was a strategic decision which allows the Connectivity Solutions segment to focus on its main product categories serving customer end markets such as commercial air, defense, industrial and networking which better align with its long-term growth objectives.

The carrying amounts of the major classes of assets and liabilities included as part of the sale were as follows:

Cash and cash equivalents

Accounts receivable

Property, plant and equipment

Accounts payable

Accrued expenses

Income taxes payable

Other current liabilities

Other long-term liabilities

Total net assets transferred

Consideration received

Gain on sale recognized

A roll forward of the redeemable noncontrolling interest for the years ended December 31, 2025 and December 31, 2024 is included in the accompanying consolidated statements of shareholders' equity and redeemable noncontrolling interest.

Nature of Goods and Services

46 unchanged sentences

However, the "ship and debit" arrangements with distributors, royalty income associated with our licensing agreements, and the product returns described above are each deemed to be variable consideration which requires the Company to make constrained estimates based on historical data.

At the time of adoption, the Company elected to apply the practical expedient permitted under ASC Topic 606, “ Revenue from Contracts with Customers.

” This expedient allows entities not to adjust the promised consideration in a contract for the effects of a significant financing component if the period between the transfer of control of goods or services to the customer and receipt of payment is one year or less.

The Company assessed its contracts and determined that the timing difference between the transfer of control and payment is typically less than one year.

Accordingly, the Company recognizes revenue at the amount of consideration to which it expects to be entitled without separately presenting or recognizing interest income or interest expense related to the timing of payment.

Disaggregation of Revenue

50 unchanged sentences

We have certain customers who provide payment in advance of product being shipped, which results in deferred revenue (a contract liability).

The balances of the Company's contract assets and contract liabilities at 2024, 2023, and 2022 are as follows:

The balances of the Company's contract assets and contract liabilities at December 31, 2025, 2024, and 2023 are as follows:

Contract assets - current (unbilled receivables)

8 unchanged sentences

The deferred revenue balance is included within other current liabilities on the accompanying balance sheets.

A tabular presentation of the activity within the deferred revenue account for the year ended December 31, 2024 and December 31, 2023 are presented below:

A tabular presentation of the activity within the deferred revenue account for the years ended December 31, 2025 and December 31, 2024 are presented below:

Years Ended December 31,

2 unchanged sentences

New advance payments received

94,624 17,551

Recognized as revenue during period

26 unchanged sentences

$ 26,642 $ 18,623 $ 8,019 $ -

Goodwill allocation related to acquisition

182,905 182,905 - -

Foreign currency translation

14 unchanged sentences

$ 214,821 $ 206,477 $ 8,344 $ -

The addition of $ 182.9 million of goodwill during the year ended December 31, 2024 related to the Company's acquisition of Enercon, as further discussed in Note 3, " Acquisition and Divestiture ".

During the year ended December 31, 2025, the Company recorded a measurement period adjustment of $ 3.8 million attributable to tax liabilities, with a corresponding increase to goodwill.

This adjustment resulted from the finalization of the purchase price allocation following the filing of the Company's tax return on October 15, 2025.

The adjustment reflects a refinement to estimated amounts previously recognized at the Enercon acquisition date and impacted only the balance sheet, with no effect on the current-period statement of comprehensive income.

During the year ended December 31, 2024, the Company recognized $ 182.9 million of goodwill related to the Enercon acquisition, as further discussed in Note 3, " Acquisition ".

The Company has accumulated impairment charges totaling $ 137.5 million, which were incurred under a former segment and reporting unit structure which was in place prior to October 1, 2019.

9 unchanged sentences

2025 Annual Impairment Test

On October 1, 2024, the Comp any completed a quantitative assessment of our annual goodwill impairment test for our three existing reporting units.

We concluded that the fair value of the Company's Power Solutions and Protection (excluding CUI), Connectivity Solutions, and CUI reporting units exceeded the carrying value and that there was no indication of impairment.

On October 1, 2025, the Comp any completed a quantitative assessment of our annual goodwill impairment test for our four existing reporting units.

We concluded that the fair value of the Company's Power Solutions and Protection (excluding Enercon and CUI), Connectivity Solutions, Enercon and CUI reporting units exceeded the carrying value and that there was no indication of impairment.

The excess of estimated fair values over carrying value, including goodwill for each of our reporting units that had goodwill as of the 2025 annual impairment test were as follows:

4 unchanged sentences

2024 Annual Impairment Test

Prior to October 1, 2023, the Company's reporting units were Power Europe, Connectivity Europe, CUI and EOS.

On October 1, 2023, the Company completed a quantitative assessment of our annual goodwill impairment test for each of the four existing reporting units at that time.

We concluded that the fair value of the Company's Connectivity Europe, Power Europe, CUI and EOS reporting units exceeded the carrying value and that there was no indication of impairment.

Effective October 1, 2023, in connection with a then-recent shift in how management views and manages the business in light of the consolidation or our ERP systems, recent facility consolidations and other streamlining initiatives at the product group level, the Company changed its reporting unit structure.

The Company's new reporting units are Power Solutions and Protection (excluding CUI), CUI, Connectivity Solutions and Magnetic Solutions.

The Company performed a qualitative analysis (Step 0 ) on the new reporting units as of the October 1, 2023 testing date and concluded no impairment existed for the new reporting units at that time.

As noted above, the fair value determined in connection with the goodwill impairment test completed in the fourth quarter of 202 4 exceeded the carrying value for each reporting unit.

Therefore, there was no impairment of goodwill.

However, if the fair value decreases in future periods, the Company may need to complete an interim goodwill impairment test and any potential goodwill impairment charge would be dependent upon the estimated fair value of the reporting unit at that time and the outcome of the impairm ent test.

On October 1, 2024, the Comp any completed a quantitative assessment of our annual goodwill impairment test for our Power Solutions and Protection (excluding CUI), Connectivity Solutions, and CUI reporting units.

The Company performed a qualitative analysis (Step 0 ) on the reporting units as of the October 1, 2024 testing date and concluded that the fair value these reporting units exceeded the carrying value and that there was

no indication of impairment.

As noted above, the fair value determined in connection with the goodwill impairment test completed in the

fourth quarter of

2025 exceeded the carrying value for each reporting unit.

Therefore, there was

no impairment of goodwill.

f the fair value decreases in future periods, the Company may need to complete an interim goodwill impairment test and any potential goodwill impairment charge would be dependent upon the estimated fair value of the reporting unit at that time and the outcome of the impairm

The fair values of the assets and liabilities of the reporting unit, including the intangible assets, could vary depending on various factors.

6 unchanged sentences

Trademarks have indefinite lives and are reviewed for impairment on an annual basis, or when there is a triggering event.

Other intangible assets, excluding trademarks, are being amortized over 1 to 17 y ears.

Other intangible assets, excluding trademarks, are being amortized over 1 to 17 years.

The Company tests indefinite-lived intangible assets for impairment using a fair value approach, the relief-from-royalty method (a form of the income approach).

11 unchanged sentences

$ 282,703 $ 64,737 $ 217,966 $ 281,648 $ 49,700 $ 231,948

The increases in gross carrying amounts noted above as of December 31, 2024 related intangibles acquired in connection with the Enercon transaction, as further detailed in Note 3, " Acquisition and Divestiture ".

Amortization expense was $ 6.5 million, $ 4.7 m illion and $ 6.0 million during each of 2024 , 2023 and 2022 respectively.

The increases in gross carrying amounts noted above as of December 31, 2025 related intangibles acquired in connection with the Enercon transaction, as further detailed in Note 3, " Acquisition ".

Amortization expense was $ 14.8 million, $ 6.5 million and $ 4.7 million during each of 2025 , 2024 and 2023 respectively.

Estimated amortization expense for intangible assets for the next five years is as follows:

2 unchanged sentences

The Company completed its annual indefinite-lived intangible assets impairment test as of October 1, 2025 and October 1, 2024.

During the October 1, 2024 testing date, it was concluded that an impairment existed related to the Company's CUI tradename given recent trade restrictions with one of its large suppliers in the PRC.

At the October 1, 2025 testing date, it was concluded tha t no indication of impairment was evident at the October 1, 2025 test date for the Company's indefinite-lived intangible assets.

At the October 1, 2024 testing date, it was concluded that an impairment existed related to the Company's CUI tradename given the trade restrictions with one of its large suppliers in the PRC.

In connection with the trade restriction, and the resulting loss of sales to our customers, the Company recorded a $ 0.4 million impairment charge related to the CUI tradename within the Company's Power Solutions and Protection segment during the year ended December 31, 2024.

No indication of impairment was evident at the October 1, 2023 test date for the Company's indefinite-lived intangible assets.

Management has concluded that the fair value of these trademarks exceeded the related carrying values at December 31, 2025 and December 31, 2024 , with no indication of impairment at either date.

20 unchanged sentences

Money market funds

31,188 31,188 31,188 -

Money market funds (Rabbi Trust)

6 unchanged sentences

As of December 31, 2025 and 2024 , our available-for-sale securities primarily consisted of investments held in a rabbi trust which are intended to fund the Company’s Supplemental Executive Retirement Plan (“SERP”) obligations.

These securities are measured at fair value using quoted prices in active markets for identical assets (Level 1 ) inputs and amounted to $ 0.6 mi llion at December 31, 2024 and $ 0.3 million at December 31, 2023 .

Throughout 2024 and 2023, the Company entered into a series of foreign currency forward contracts, the fair value of which was ($ 1.0 ) mill ion at December 31, 2024 and $ 0.5 million a t December 31, 2023 .

These securities are measured at fair value using quoted prices in active markets for identical assets (Level 1 ) inputs and amounted to $ 0.6 million at December 31, 2025 and $ 0.6 million at December 31, 2024 .

Throughout 2025 and 2024, the Company entered into a series of foreign currency forward contracts, the fair value of which was $ 1.8 milli on at December 31, 2025 and ($ 1.0 ) m illion a t December 31, 2024 .

The estimated fair value of foreign currency forward contracts is based on quotes received from the applicable counterparty, and represents the estimated amount we would receive or pay to settle the contracts, taking into consideration current exchange rates which can be validated through readily observable data from external sources (Level 2 ).

The Company is a party to two interest rate swap agreements as further described in Note 13, "Derivative Instruments and Hedging Activities".

The fair value of the interest rate swap agreements was $ 2.7 million and $ 4.0 m illion at December 31, 2024 and 2023 , respectively, which was based on data received from the counterparty, and represents the estimated amount we would receive or pay to settle the agreements, taking into consideration current and projected future interest rates as well as the creditworthiness of the parties, all of which can be validated through readily observable data from external sources.

The fair value of the interest rate swap agreements was $ 0.9 million and $ 2.7 million at December 31, 2025 and 2024 , respectively, which was based on data received from the counterparty, and represents the estimated amount we would receive or pay to settle the agreements, taking into consideration current and projected future interest rates as well as the creditworthiness of the parties, all of which can be validated through readily observable data from external sources.

The fair values of our derivative financial instruments (which are measured using Level 2 fair value inputs) and their classifications in our consolidated balance sheets as of December 31, 2025 and 2024 were as follows:

19 unchanged sentences

Total derivative liabilities

In connection with the acquisition of Enercon as further described in Note 3, "Acquisition and Divestiture" , the Sellers are eligible to receive an earnout payment based on the achievement of certain financial metrics in 2025 and 2026.

As this contingent consideration will be settled in cash by Bel if the related metrics are achieved, this contingent consideration has been classified as a liability on the accompanying balance sheet at December 31, 2024.

The earnout liabilities were initially recorded at a fair value of $ 3.3 million at the acquisition date, with subsequent remeasurement to fair value at December 31, 2024 calculated using Level 3 unobservable inputs.

At December 31, 2024, inputs to the valuation approach for the contingent earnout liabilities include the Company's forecasted Enercon EBITDA (as defined under the terms of the Purchase Agreement) for each of 2025 and 2026, an estimated EBITDA volatility measure of 52.1 %, an expected term of 2 years and a discount rate on the earnout payments of 6.66 %.

In connection with the acquisition of Enercon as further described in Note 3, "Acquisition" , the Sellers are eligible to receive the potential Earnout Payments based on the achievement of certain financial metrics in 2025 and 2026 Earnout Periods.

The earnout liabilities were initially recorded at a fair value of $ 3.3 million at the acquisition date, with subsequent remeasurement to fair value as of the balance sheet dates calculated using Level 3 unobservable inputs.

At December 31, 2025 and 2024, inputs to the valuation approach for the contingent earnout liabilities include the Company's forecasted Enercon EBITDA (as defined under the terms of the Purchase Agreement) for each of 2025 and 2026, an estimated EBITDA volatility measure of 52.1 %, an expected term of 2 years and a discount rate on the Earnout Payments of 6.66 %.

The fair value of the earnout liabilities as of December 31, 2025 and 2024 were as follows:

5 unchanged sentences

Other current liabilities

$ 4,916 $ 2,041

Earnout Payment liability - 2026

Other long-term liabilities

$ 6,625 $ 3,487

The change in the earnout liability balances from December 31, 2024 to December 31, 2025 relate solely to changes in the fair value of the Earnout Payments which have been recognized through earnings during the year ended December 31, 2025.

Aside from the earnout liability described above, the Company does not have any other financial assets measured at fair value on a recurring basis categorized as Level 3, and there were no transfers in or out of Level 1, Level 2 or Level 3 during 2025 or 2024 .

There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during 2025 .

During 2024, in connection with the Company's annual impairment test of indefinite-lived intangible assets, the Company adjusted the carrying value associated with the CUI tradename to fair value.

Aside from this item, there were no other financial assets accounted for at fair value on a nonrecurring basis as of December 31, 2024 or December 31, 2023 .

During the year ended December 31, 2025, the Company performed its annual impairment test of indefinite-lived intangible assets and determined that no impairment charges were required.

In the prior year, ended December 31, 2024, the Company recorded an adjustment to the carrying value of the CUI tradename, reducing it to its estimated fair value.

This adjustment was recognized as an impairment loss within the consolidated statements of operations.

Aside from the CUI tradename impairment in 2024, the Company did not have any other financial assets or indefinite-lived intangible assets measured at fair value on a nonrecurring basis as of December 31, 2025 or December 31, 2024.

The Company does not have any financial assets measured at fair value on a nonrecurring basis as of either reporting date, except as noted above.

The Company has other financial instruments, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, which are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature.

The fair value of the Company’s long-term debt is estimated using a discounted cash flow method based on interest rates that are currently available for debt issuances with similar terms and maturities.

At December 31, 2024 and 2023 , the estimated fair value of total debt was $ 286.6 m illio n and $ 60.0 million, respectively, compared to a carrying amount of $ 287.5 million and $ 60.0 million, respectively.

At December 31, 2025 and 2024 , the estimated fair value of total debt was $ 196.5 millio n and $ 286.6 million, respectively, compared to a carrying amount of $ 197.5 million and $ 287.5 million, respectively.

The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of December 31, 2025 .

2 unchanged sentences

Se e Note 5, "Goodwill and Other Intangible Assets," for further information about goodwill and other indefinite-lived intangible assets.

At December 31, 2024 and 2023 , the Company had obligations of $ 18.0 mill ion and $ 19.5 million, respectively, associated with its SERP.

At December 31, 2025 and 2024 , the Company had obligations of $ 18.9 million and $ 18.0 million, respectively, associated with its SERP.

As a means of informally funding these obligations, the Company has invested in life insurance policies related to certain employees and marketable securities held in a rabbi trust.

4 unchanged sentences

Any proceeds from these policies are subject to claims from creditors.

The cash surrender value of the COLI of $ 16.4 millio n and $ 15.1 million at December 31, 2024 and 2023 , respectively, is included in other assets in the accompanying consolidated balance sheets.

The cash surrender value of the COLI of $ 17.8 million and $ 16.4 million at December 31, 2025 and 2024 , respectively, is included in other assets in the accompanying consolidated balance sheets.

The volatility in global equity markets in recent years has also had an effect on the cash surrender value of the COLI policies.

The Company recorded income (expense) to account for the increase (decrease) in cash surrender value in the amount of $ 1.3 million, $ 1.3 mil lion and ($ 2.2 ) million during the years ended December 31, 2024, 2023 and 2022, respectively.

The Company recorded income to account for the increase in cash surrender value in the amount of $ 1.4 million, $ 1.3 million and $ 1.3 million during the years ended December 31, 2025, 2024 and 2023, respectively.

These fluctuations are classified as other income (expense), net on the consolidated statements of operations for all periods presented.

1 unchanged sentence

Other Investments

At December 31, 2024 and 2023 , the Company held, in the aforementioned rabbi trust, available-for-sale investments at a cost of $ 0.6 million and $ 0.3 mi llion, respectively.

At December 31, 2025 and 2024 , the Company held, in the aforementioned rabbi trust, available-for-sale investments at a cost of $ 0.6 million at each date.

Together with the COLI described above, these investments are intended to fund the Company's SERP obligations and are classified as other assets in the accompanying consolidated balance sheets.

The Company monitors these investments for impairment on an ongoing basis.

At December 31, 2024 and 2023 , the fair market value of these investments was $ 0.6 million and $ 0.3 million, r espectively.

At December 31, 2025 and 2024 , the fair market value of these investments was $ 0.6 million at each date.

The components of inventories are as follows:

19 unchanged sentences

Depreciation expense for the years ended December 31, 2025 , 2024 and 2023 was $ 11.8 million, $ 9.9 mil lion and $ 8.6 million, respectively.

At December 31, 2024 and December 31, 2023 , a total of $ 2.1 million and $ 1.3 million, respectively, of property was classified as assets held for sale on the accompanying consolidated balance sheet related to several buildings in Zhongshan, PRC and Glen Rock, Pennsylvania.

At December 31, 2025 , no property was classified as assets held for sale within other current assets on the accompanying condensed consolidated balance sheets.

At December 31, 2024 , a total of $ 2.1 million of property was classified as assets held for sale on the accompanying consolidated balance sheet related to several buildings in Zhongshan, PRC and Glen Rock, Pennsylvania.

The Company and its subsidiaries file income tax returns in the U.S.

3 unchanged sentences

Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2015 in Asia and generally 2017 in Europe.

On July 4, 2025, the United States Congress enacted The One Big Beautiful Bill Act (the “Act”) which includes several significant corporate provisions, including the restoration of 100% bonus depreciation;

the immediate expensing of domestic research and experimentation expenditures;

modifications to the Section 163 (j) interest limitations;

and updates to the rules for global intangible low-taxes income and foreign-derived intangible income.

The Company recognized the impacts of the Act provisions in our financial results to the extent they are applicable to the year ended December 31, 2025.

We will continue to evaluate the impact of these provisions on our 2026 and subsequent consolidated financial statements, including impacts to our international tax calculations.

Election to Expense Domestic Research and Experimentation Costs

In accordance with the requirements of Section 174 of the Internal Revenue Code, effective for the years beginning after December 31, 2021, taxpayers are required to capitalize and amortize domestic research and experimentation (R&E) expenditures over a five -year period.

During 2025, the Company elected, pursuant to provisions issued under the Act to expense over two years the prior year capitalization of domestic R&E.

As a result of this election in 2025, the Company recognized an accelerated deduction for previously capitalized R&E expenditures incurred in the prior year, resulting in a reduction in taxable income for 2025 of approximately $ 11.4 million.

The Company’s deferred tax assets reflect the impact of the election, and the Company believes it is more likely than not that its deferred tax assets will be realized, based on the Company’s forecasted taxable income.

The components of income from operations before income taxes and the provision for income taxes are as follows:

14 unchanged sentences

1,378 ( 6,267 ) ( 3,872 )

A reconciliation of taxes on income computed at the U.S.

federal statutory rate to amounts provided is as follows:

$ 20,939 $ 12,616 $ 9,469

Upon adoption of ASU 2023 - 09, Improvements to Income Tax Disclosures, as described in Note 1, " Description of Business and Summary of Significant Accounting Policies " under the caption “ Recently Issued Accounting Standards – Recently Adopted Accounting Standards ”, the reconciliation of taxes at the federal statutory rate to our provision for income taxes was as follows:

Years Ended December 31,

Tax provision computed at the federal statutory rate

Tax Expense Tax Rate Tax Expense Tax Rate Tax Expense Tax Rate

Federal statutory income tax rate

$ 19,961 21.0 % $ 12,980 21.0 % $ 17,493 21.0 %

Increase (decrease) in taxes resulting from:

Different tax rates applicable to foreign operations

State and local income taxes, net of federal income tax effect (1)

( 599 ) - 0.6 % ( 767 ) - 1.2 % ( 432 ) - 0.5 %

Reversal of liability for uncertain tax positions - net

Foreign Tax Effects

Rate differential

- 0.0 % ( 306 ) - 0.5 % - 0.6 %

State taxes, net of federal benefit

Adjustments relating to prior years

- 0.0 % 687 1.1 % - 0.0 %

SERP/COLI and restricted stock income

Change in valuation allowance

- 0.0 % 499 0.8 % - 0.0 %

- 0.0 % 91 0.1 % - 0.0 %

Tax provision computed at the Company's effective tax rate

Rate differential

- 0.0 % - 0.0 % 661 0.8 %

As of December 31, 2024 and 2023.

the Company has gross foreign net operating losses (“NOLs”) of $ 14.4 million and $ 15.1 million which amount to $ 3.9 million and $ 4.0 million of deferred tax assets, respectively.

Nontaxable controlled foreign corporation ("CFC") income

- 0.0 % - 0.0 % ( 3,235 ) - 3.9 %

Withholding tax on Dividends

- 0.0 % - 0.0 % ( 227 ) - 0.3 %

Change in valuation allowance

- 0.0 % - 0.0 % ( 272 ) - 0.3 %

- 0.0 % - 0.0 % ( 79 ) - 0.1 %

Other foreign jurisdictions

999 1.1 % 626 1.0 % 787 0.9 %

999 1.1 % 1,597 2.6 % ( 2,365 ) - 2.8 %

Effects of changes in tax laws/rates enacted in the current period

Effects of cross-border tax laws

Global intangible low-taxed income

1,529 1.6 % 22 0.0 % 668 0.8 %

Foreign-derived intangible income

- 0.0 % - 0.0 % ( 478 ) - 0.6 %

Adjustments to transition tax

- 0.0 % 493 0.8 % - 0.0 %

Research and development tax credits

( 407 ) - 0.4 % 68 0.1 % ( 75 ) - 0.1 %

Changes in valuation allowances

- 0.0 % - 0.0 % ( 184 ) - 0.2 %

Nontaxable or nondeductible items

Share-based payment awards

( 2,148 ) - 2.3 % ( 1,027 ) - 1.7 % ( 483 ) - 0.6 %

Change in COLI

( 295 ) - 0.3 % ( 275 ) - 0.4 % ( 273 ) - 0.3 %

Intercompany bad debt

1,952 2.1 % 1,118 1.8 % - 0.0 %

Section 162(m) limitation

476 0.5 % - 0.0 % - 0.0 %

23 0.0 % 67 0.1 % ( 50 ) - 0.1 %

Changes in unrecognized tax benefits

( 604 ) - 0.6 % ( 1,696 ) - 2.7 % ( 4,726 ) - 5.7 %

Other adjustments

52 0.1 % 36 0.1 % 374 0.4 %

Effective tax rate

$ 20,939 22.0 % $ 12,616 20.5 % $ 9,470 11.4 %

( 1 ) The states and local jurisdictions that contribute the majority (greater than 50% ) of the tax effect in this category include Minnesota, California, Florida, and New Jersey.

Upon adoption of ASU 2023 - 09, Improvements to Income Tax Disclosures, as described in Note 1, " Description of Business and Summary of Significant Accounting Policies " under the caption “ Recently Issued Accounting Standards – Recently Adopted Accounting Standards ”, cash paid for income taxes, net of refunds, was as follows:

Years Ended December 31,

$ 9,037 $ 14,671 $ 19,003

State and Local

968 1,220 1,357

1,238 2,021 -

United Kingdom

2,534 2,561 -

2,420 2,479 4,696

Total foreign taxes paid

13,726 7,061 4,696

Total income taxes paid

$ 23,731 $ 22,952 $ 25,056

As of December 31, 2025 and 2024, the Company has gross foreign net operating losses (“NOLs”) of $ 14.8 million and $ 14.4 million which amount to $ 3.9 million of deferred tax assets for each period.

The Company has no federal or state NOLs during these periods.

In addition, the Company has $ 0.3 million of credit carryforwards.

In addition, the Company has $ 0.2 million and $ 0.3 million of credit carryforwards for each period.

The Company believes that it is more likely than not that the benefit arising from certain NOL, credit carryforwards and acquisition assets will not be realized.

In recognition of this risk, the Company has provided a valuation allowance of $ 1.8 million on these deferred tax assets.

In recognition of this risk, the Company has provided a valuation allowance of $ 2.1 million and $ 1.8 million on these deferred tax assets for each period.

The federal and certain foreign NOLs can be carried forward indefinitely, the state and certain foreign NOLs expire at various times during 2029 – 2044 and the tax credit carryforwards expire at various times during 2032 – 2044.

17 unchanged sentences

Unfunded pension liability

36,637 34,903

Lease accounting

2 unchanged sentences

45,995 44,389

Net deferred tax (liabilities) assets

Net deferred tax liabilities

$ ( 16,841 ) $ ( 12,486 )

16 unchanged sentences

The Company has approximately $ 1.1 million, $ 1.2 million and $ 2.0 million accrued for the payment of interest and penalties at December 31, 2025, 2024 and 2023, respectively, which is included in both income taxes payable and liability for uncertain tax positions in the consolidated balance sheets.

The Company has a Credit and Security Agreement with KeyBank National Association (as amended, the "credit agreement" or the "CSA").

Prior to November 14, 2024, the CSA had provided for a $ 175 million 5 -year senior secured revolving credit facility ("revolver"), with a sublimit of up to $ 10 million available for letters of credit and a sublimit of up to $ 5 million available for swing line loans.

On November 14, 2024, Bel entered into a Third Amendment Agreement (the “Third Amendment”) to the CSA, which made certain amendments to the CSA including (i) increasing the maximum revolving amount from $ 175 million to $ 325 million in order to finance the Enercon acquisition, and (ii) making loans under the new revolver in an aggregate principal amount of $ 240 million.

The Company has a Credit and Security Agreement with KeyBank National Association (as amended, the "Credit Agreement" or the "CSA") which currently provides for a maximum revolving credit facility of $ 400 million.

Prior to May 2, 2025, the CSA had provided for a $ 325 million maximum revolving amount, approximately $ 240 million of which had been drawn in incremental borrowings in November 2024 in order to finance a substantial portion of the closing cash payment associated with the Enercon acquisition.

On May 2, 2025, Bel entered into a Fourth Amendment Agreement (the “Fourth Amendment”) to the Credit Agreement, which made certain amendments to the Credit Agreement including:

(i) increasing the maximum revolving amount from $ 325 million to $ 400 million pursuant to Section 2.10 (b)(i)(A) of the Credit Agreement;

(ii) extending the commitment period (and the final maturity for revolving loans borrowed under the Credit Agreement) to September 1, 2028;

and (iii) providing an incremental extension of credit to the Company of $ 75 million concurrently with the effectiveness of the Fourth Amendment, consisting of ( x ) a $ 50 million commitment from Wells Fargo Bank, N.A., which joined the Credit Agreement as a new revolving lender pursuant to the Fourth Amendment, and (y) an aggregate $ 25 million commitment increase, on a pro rata basis, from the existing lenders party to the Credit Agreement.

Pursuant to the Fourth Amendment, the parties additionally agreed to the text of a Conformed Amended and Restated Credit and Security Agreement (the “Conformed Amended and Restated Credit and Security Agreement”), which amended and restated the text of the Credit Agreement including so as to reflect and integrate the changes implemented pursuant to the Fourth Amendment, as well as the changes implemented pursuant to the previously disclosed First Amendment Agreement dated as of January 12, 2023, the Second Amendment Agreement dated as of September 18, 2024 and the Third Amendment Agreement dated as of November 14, 2024.

At December 31, 2025 and 2024 , outstanding borrowings under the revolver amounted to $ 197.5 million and $ 287.5 million, respectively.

The unused credit available under the credit facility was $ 202.5 m illion at December 31, 2025 and $ 37.5 million at December 31, 2024 .

The Company incurred $ 4.1 mi llion and $ 2.9 million of interest expense during the years ended December 31, 2024 and 2023 , respectively, in connection with interest due on its outstanding borrowings under the CSA during each period, including the effects of the 2021 Swaps (as hereinafter defined) and amortization of deferred financing costs.

During January 2023, the Company amended its CSA and related 2021 Swaps to transition the reference rate from LIBOR to SOFR effective January 31, 2023 .

The Company incurred $ 14.8 mi llion, $ 4.1 million, and $ 2.9 million of interest expense during the years ended December 31, 2025 2024 , and 2023 , respectively, in connection with interest due on its outstanding borrowings under the CSA during each period, including the effects of the 2021 Swaps (as hereinafter defined) and amortization of deferred financing costs.

The effective rate of interest for our total outstanding borrowings, including the impact of the 2021 Swaps discussed below, was 4.42 % and 5.47 %, respectively, as of December 31, 2025 and December 31, 2024.

3 unchanged sentences

In order to manage our interest rate exposure on the remaining borrowings, and as further described in Note 13, "Derivative Instruments and Hedging Activities" , the Company is party to the 2021 Swaps, each with an aggregate notional amount of $ 30 million, or $ 60 million in the aggregate, the effect of which is to fix the SOFR portion (or, for periods prior to January 31, 2023, the LIBOR portion) of the interest rate on a portion of our outstanding debt on our Revolver (or such portion thereof up to the aggregate $ 60 million notional amount of the 2021 Swaps).

In periods prior to January 31, 2023, the 2021 Swaps required the Company to pay interest on the notional amount at the rate of 1.3055 % and 1.3180 %, respectively, in exchange for the one -month LIBOR rate.

Effective January 31, 2023, in connection with the Company's transition of its reference rate from LIBOR to SOFR as further described in Recently Adopted Accounting Standards in Note 1 , "Description of Business and Summary of Significant Accounting Policies" , the 2021 Swaps require the Company to pay interest on the notional amount at the rate of 1.334 % and 1.348 %, respectively, in exchange for the daily SOFR rate plus 10 basis points.

Under the terms of its Credit Agreement, the Company is entitled, subject to the satisfaction of certain conditions, to request additional commitments under the revolver or the addition of a term loan facility in the aggregate principal amount of up to $ 100 million for all such increases (revolver and term) to the extent that existing or new lenders agree to provide such additional commitments and/or term loans.

7 unchanged sentences

subsidiaries, including 65 % of the voting capital stock of certain of the Loan Parties’ direct foreign subsidiaries.

On January 12, 2023, the Company amended its credit agreement for the purpose of transitioning its reference rate related to interest from LIBOR to SOFR.

The borrowings under the Credit Agreement bear interest, generally payable quarterly, at a rate equal to, at the Company's option, either ( 1 ) SOFR, plus a margin ranging from 1.125 % per annum to 2.125 % per annum depending on the Company’s leverage ratio, or ( 2 )(a) an alternate “Base Rate,” which is the highest of (i) KeyBank’s prime rate, (ii) the federal funds rate plus 0.50 % and (iii) the SOFR rate with a maturity of one month plus 1 %, plus (b) a margin ranging from 0.125 % per annum to 1.125 % per annum, depending on the Company’s leverage ratio.

17 unchanged sentences

$ 49,710 $ 53,031

$ 53,031 $ 54,657

The change in warranty accrual during 2024 primarily related to repair costs incurred and adjustments to pre-existing warranties.

There were no new material warranty charges incurred during 2024 .

The change in warranty accruals for the year ended December 31, 2025, primarily reflects repair costs incurred and adjustments to pre-existing warranty obligations.

New material warranty charges incurred during 2025 were less than $ 0.1 million, which management considers immaterial to the consolidated financial statements.

No new material warranty charges were incurred during 2024.

Restructuring Activities :

2 unchanged sentences

Cash Payments

Other Adjustments

Severance costs

$ 1,551 $ 2,888 $ ( 3,163 ) $ 1,276 $ 2,442 $ ( 3,633 ) $ 85

Disposal of equipment in connection with restructuring

- 1,320 ( 1,320 ) - - - -

Other restructuring costs

1 unchanged sentence

$ 5,498 $ 3,459 $ ( 3,134 ) $ 5,823 $ ( 677 ) $ ( 4,387 ) $ 759

During the third quarter of 2022, a series of initiatives were launched to streamline our operational footprint.

In a project completed during the fourth quarter of 2023, two of our Magnetic Solutions manufacturing facilities in Zhongshan and Pingguo, China, were largely consolidated into a single centralized site in the Binyang county of Southwestern China (the new Bel Guangxi facility).

Further, during 2023, we completed the transition out of our Tempe, Arizona and Sudbury, UK facilities (both within our Connectivity Solutions segment) into other existing Bel sites.

Our Connectivity Solutions Melbourne, Florida site also transitioned its manufacturing operations into our existing site in Waseca, Minnesota during 2023.

The $ 10.1 million of restructuring charges incurred the year ended December 31, 2023, and the accrued restructuring costs of $ 5.5 million at December 31, 2023, are associated with these collective initiatives.

The 2024 charges and ending liability balance at December 31, 2024 noted above for severance costs largely relate to an initiative within our Power segment related to the transition of our fuse operations to other existing sites and also within our Connectivity segment related to the transition of certain manufacturing from our Glen Rock, Pennsylvania facility to other existing Bel sites.

The new charges noted above for other restructuring costs relate to housing and social insurance costs associated with our fuse restructuring initiative within our Power segment.

The balances in other restructuring costs in the table above as of December 31, 2023 and December 31, 2024 largely related to remaining liabilities associated with the Company's aforementioned facility consolidation project in the PRC.

The balances in other restructuring costs in the table above as of December 31, 2024 largely related to remaining liabilities associated with the Company's facility consolidation project in the PRC.

The balance of accrued restructuring costs at December 31, 2025 largely related to remaining liabilities associated with the Company's facility consolidation project in the PRC whereby two of our Magnetic Solutions manufacturing sites were consolidated into a single new site.

During 2025, the Company recorded a $ 3.2 million reversal of other restructuring costs as a result of a non-cash settlement of liabilities related to this same project.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

4 unchanged sentences

These cash flow exposures result from portions of our forecasted operating expenses, primarily compensation and related expenses, which are transacted in currencies other than the U.S.

dollar, most notably the Chinese renminbi and the Mexican peso.

dollar, most notably the Chinese renminbi, Israeli shekel and the Mexican peso.

These foreign currency forward contracts generally have maturities of no longer than twelve months, although occasionally we will execute a contract that extends beyond twelve months, depending upon the nature of the underlying risk.

2 unchanged sentences

Interest Rate Swap Agreements

To partially mitigate risks associated with the variable interest rates on the revolver borrowings under its credit agreement, the Company is a party to a pay-fixed, receive-variable interest rate swap agreement with each of two multinational financial institutions under which we, for periods prior to January 31, 2023, ( i) paid interest at a fixed rate of 1.3055 % and received variable interest of one -month LIBOR on a notional amount of $ 30.0 million and (ii) paid interest at a fixed rate of 1.3180 % and received variable interest of one -month LIBOR on a notional amount of $30.0 million (the “2021 Swaps”).

To partially mitigate risks associated with the variable interest rates on the revolver borrowings under its Credit Agreement, the Company is a party to a pay-fixed, receive-variable interest rate swap agreement with each of two multinational financial institutions under which we (i) pay interest at a fixed rate of 1.334 % and received variable interest of the daily SOFR rate plus 10 basis points on a notional amount of $ 30.0 million and (ii) paid interest at a fixed rate of 1.348 % and received variable interest of the daily SOFR rate plus 10 basis points on a notional amount of $30.0 million (the “2021 Swaps”).

The effective date of the 2021 Swaps was December 31, 2021, and settlements with the counterparties began on January 31, 2022 and occur on a monthly basis.

The 2021 Swaps will terminate on August 31, 2026.

In January 2023, and in connection with related changes to its credit agreement, the Company amended its two interest rate swap agreements to transition the related reference rates in these agreements from LIBOR to SOFR, effective January 31, 2023.

Effective January 31, 2023, the 2021 Swaps require the Company to pay interest on the notional amount at the rate of 1.334 % and 1.348 %, respectively, in exchange for the daily SOFR rate plus 10 basis points.

The 2021 Swaps are designated as cash flow hedges for accounting purposes and as such, changes in their fair value are recognized in accumulated other comprehensive income (loss) in the consolidated balance sheet and are reclassified into the statement of operations within interest expense in the period in which the hedged transaction affects earnings.

4 unchanged sentences

Year Ended December 31,

Net (losses) gains recognized in AOCL:

Net gains (losses) recognized in AOCL:

Foreign currency forward contracts

2 unchanged sentences

$ 100 $ 994 $ ( 781 )

$ 994 $ ( 781 ) $ 5,767

Net (losses) gains reclassified from AOCL to the consolidated statement of operations:

10 unchanged sentences

Foreign currency forward contracts

Other expense, net

Other income (expense), net

$ 1,358 $ 74 $ 150

The Company operates in one industry with three reportable operating segments, which represent the Company's three product groups, consisting of Power Solutions and Protection, Connectivity Solutions and Magnetic Solutions:

8 unchanged sentences

There are no intercompany sales between the segments.

On a quarterly basis, the Company’s chief operating decision maker (CODM), the Chief Executive Officer, utilizes gross profit (a U.S.

On a quarterly basis, the Company’s CODM, the Chief Executive Officer, utilizes gross profit (a U.S.

GAAP measure) as the profitability measure i n assessing segment performance.

14 unchanged sentences

42.7 % 38.7 % 27.6 % nm 39.1 %

Research and development costs

Selling, general and administrative expenses

Impairment of CUI tradename

Restructuring charges

Interest expense

Interest income

Other income/expense, net

Earnings before provision for income taxes

Other Segment Disclosures:

15 unchanged sentences

42.4 % 37.1 % 25.3 % nm 37.8 %

Research and development costs

Selling, general and administrative expenses

Restructuring charges

Gain on sale of properties

Gain on sale of Czech Republic business

Interest expense

Interest income

Other income/expense, net

Earnings before provision for income taxes

Other Segment Disclosures:

14 unchanged sentences

38.1 % 34.2 % 22.0 % nm 33.7 %

Research and development costs

Selling, general and administrative expenses

Restructuring charges

Gain on sale of properties

Interest expense

Interest income ( 177 )

Other income/expense, net

Earnings before provision for income taxes

Other Segment Disclosures:

13 unchanged sentences

$ 447,367 $ 362,118 $ 447,793

People's Republic of China

People's Republic of China (PRC)

52,323 23,394 43,109

6 unchanged sentences

15,747 15,594 11,237

62,348 8,227 -

All other foreign countries

28 unchanged sentences

The Company had no direct customers whose net sales represented in excess of ten percent of the Company's consolidated net sales in 2025, 2024 or 2023.

In 2022, the Company had one direct customer with net sales of $ 83.9 million ( 12.8 % of sales).

Net sales related to this significant customer were primarily reflected in the Magnetic Solutions operating segment.

RETIREMENT FUND AND PROFIT SHARING PLAN

6 unchanged sentences

Class A and Class B common stock.

The expense for each of the years ended December 31, 2024, 2023 and 2022 amounted to $ 1.4 million, $ 1.3 million and $ 1.3 mi llion, respectively.

As of December 31, 2024 , the plan owned approximately 256,585 shares a nd 52,924 shares of Bel Fuse Inc.

The expense for each of the years ended December 31, 2025 , 2024 and 2023 amounted to $ 1.5 million, $ 1.4 million and $ 1.3 million, respectively.

As of December 31, 2025 , the plan owned approximately 231,162 shares and 46,531 shares of Bel Fuse Inc.

Class A and Class B common stock, respectively.

2 unchanged sentences

The expense for the years ended December 31, 2025 , 2024 and 2023 amounted to $ 0.2 million, $ 0.2 million and $ 0.2 million, respectively.

As the plan is fully funded, the assets and liabilities related to the DCP were in equal amounts o f $ 1.3 m illion at December 31, 2024 and $ 1.0 million at December 31, 2023 .

As the plan is fully funded, the assets and liabilities related to the DCP were in equal amounts of $ 1.7 million at December 31, 2025 and $ 1.3 million at December 31, 2024 .

These amounts are included in other assets and other liabilities, respectively, on the accompanying consolidated balance sheets as of each date.

3 unchanged sentences

The Company currently contributes 7 % of eligible salary in cash.

The expense for the years ended December 31, 2024, 2023 and 2022 amounted to approximately $ 0.3 million, $ 1.5 m illion and $ 1.8 million, respectively.

The Company maintains a SERP, which is designed to provide a limited group of key management and other key employees of the Company with supplemental retirement and death benefits.

The expense for the years ended December 31, 2025 , 2024 and 2023 amounted to approximately $ 0.3 million, $ 0.3 million and $ 1.5 million, respectively.

The Company maintains a SERP (sometimes referenced in this discussion as the “Plan”), which is designed to provide a limited group of key management and other key employees of the Company with supplemental retirement and death benefits.

Participants in the SERP are selected by the Compensation Committee of the Board of Directors.

9 unchanged sentences

The Plan also provides for disability benefits, and a forfeiture of benefits if a participant terminates employment for reasons other than those contemplated under the Plan.

The expense related to the Plan for the years ended December 31, 2024, 2023 and 2022 amounted to $ 1.4 million, $ 1.3 million an d $ 1.5 million, respectively.

The expense related to the Plan for the years ended December 31, 2025 , 2024 and 2023 amounted to $ 1.1 million, $ 1.4 million and $ 1.3 million, respectively.

Net Periodic Benefit Cost

4 unchanged sentences

Net amortization

( 141 ) 79 71

Net periodic benefit cost

15 unchanged sentences

( 1,012 ) ( 775 )

Actuarial (gain) loss

Actuarial loss (gain)

639 ( 1,968 )

4 unchanged sentences

The Company has recorded the 2025 and 2024 underfunded status as a long-term liability on the consolidated balance sheets.

The accumulated benefit obligation for the SERP was $ 17.2 mi llion as of December 31, 2024 and $ 18.1 million as of December 31, 2023 .

The accumulated benefit obligation for the SERP was $ 18.0 million as of December 31, 2025 and $ 17.2 million as of December 31, 2024 .

The aforementioned company-owned life insurance policies and marketable securities held in a rabbi trust had a combined value of $ 18.4 million and $ 17.0 million at December 31, 2025 and 2024 , respectively.

See Note 7, " Other Assets, " for additional information on these investment s.

The estimated net loss and prior service cost for the SERP that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $0.1 million.

T he Company expects to make contributions of $ 0.9 million to the SERP in 2025.

See Note 7, " Other Assets, " for additional information on these investments.

The estimated net loss and prior service cost for the SERP that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $0.1 m illion.

T he Company expects to make contributions of $ 1.1 m illion to the SERP in 2026.

The Company had no net transition assets or obligations recognized as an adjustment to other comprehensive income and does not anticipate any Plan assets being returned to the Company during 2026 , as the Plan has no assets.

20 unchanged sentences

SHARE-BASED COMPENSATION

The Company has an equity compensation program (the "Program") which provides for the granting of "Incentive Stock Options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options and restricted stock awards.

The Company has an equity compensation program (the "Program") which provides for the granting of "Incentive Stock Options" within the meaning of Section 422 of the Code, non-qualified stock options and restricted stock awards.

The Company believes that such awards better align the interests of its employees with those of its shareholders.

13 unchanged sentences

During 2025 , 2024 and 2023 , the Company issued 128,462 shares, 57,960 shares and 10,000 shares of the Company's Class B common stock, respectively, under a restricted stock plan to various officers, directors and employees.

Performance Stock Units (PSUs)

In 2025, the Company began granting performance stock units (“PSUs”) to certain associates as part of its long-term incentive compensation program.

During the year ended December 31, 2025, a total of 18,012 PSUs were granted.

The PSUs granted in 2025 are subject to both a service condition and a market performance condition, each measured over a three -year performance period.

The actual number of shares earned at the end of the performance period may range from 0 % to 200 % of the target award, depending on the degree to which the specified market performance conditions are achieved, as set forth in the applicable PSU agreements.

The grant-date fair value of the PSUs granted in 2025 was $ 103.50 per unit, as determined using a Monte Carlo simulation model to incorporate the market performance conditions.

The valuation utilized the following key assumptions:

grant date closing price of $ 73.91 , 2.595 -year interpolated risk-free rate of 3.93 %, and historical volatility of 51.83 % over the simulation period.

The model also incorporated peer group correlations and payout factors based on the Company’s Total Shareholder Return relative to 38 comparator companies over the performance period.

During the year ended December 31, 2025, the Company recognized stock-based compensation expense related to PSUs of $ 0.4 million.

There was no stock-based compensation expense related to PSUs recognized during the years ended December 31, 2024 or December 31, 2023.

Compensation expense for PSUs is recognized on a straight-line basis over the requisite service period, based on the estimated number of units expected to vest.

A summary of the restricted stock activity under the Program for the year ended December 31, 2025 is presented below:

Weighted Average

Restricted Stock

Weighted Average

Contractual Term (In Years)

Restricted Stock Awards

Weighted Average Award Price Weighted Average Remaining Contractual Term (In Years)

Outstanding at January 1, 2025

2 unchanged sentences

( 151,620 ) 30.42

( 11,587 ) 39.49

Outstanding at December 31, 2025

1 unchanged sentence

As of December 31, 2025, there was $ 12.3 million of total pretax unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the restricted stock award plan.

That cost is expected to be recognized over a period of 3.4 y ears.

That cost is expected to be recognized over a period of 2.2 years.

This expense is recorded in cost of sales, R&D and SG&A expense based upon the employment classification of the award recipients.

The Company's policy in 2024 was to issue new shares to satisfy restricted stock awards.

The Company's policy in

2025 was to issue new shares to satisfy restricted stock awards.

Currently the Company believes that the majority of its restricted stock awards will vest.

31 unchanged sentences

Finance leases

1,309 199 207

Supplemental balance sheet information related to leases was as follows:

113 unchanged sentences

(a) This reclassification relates to the amortization of prior service costs and gains/losses associated with the Company's SERP plan.

This expense is reflected in other expense, net on the accompanying consolidated statement of operations.

This expense is reflected in Other income (expense), net on the accompanying consolidated statement of operations.

BEL FUSE INC.

4 unchanged sentences

Charged to other

Balance at December 31, 2024

Year Ended December 31, 2025

Allowance for doubtful accounts

4 unchanged sentences

$ 1,844 $ 390 $ - $ ( 177 ) $ 2,057

Balance at December 31, 2023

Year Ended December 31, 2024

Allowance for doubtful accounts

4 unchanged sentences

$ 2,009 $ 811 $ - $ ( 976 ) $ 1,844

Balance at December 31, 2022

Year Ended December 31, 2023

Allowance for doubtful accounts

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data