9 unchanged sentences
Under the supervision and with the participation of the Company's management, including the Company's principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: The audited financial statements of the Company included in this annual report on Form 10-K include the results of the acquisition of Enercon from its date of acquisition for accounting purposes.
−Removed: Management's assessment of internal control over financial reporting for the year ended December 31, 2024 does not include an assessment of Enercon, a majority owned subsidiary of the Company that was acquired during the year ended December 31, 2024.
−Removed: The financial statements of Enercon reflect total assets and net sales constituting 15.9% and 3.9%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
−Removed: Refer to Note 3, " Acquisition and Divestiture " for further discussion on the acquisition of Enercon.
Based on the Company's evaluation under the framework in Internal Control – Integrated Framework (2013) , the Company's management concluded that the Company's internal control over financial reporting was effective as of December 31, 2025 .
1 unchanged sentence
Changes in Internal Controls Over Financial Reporting
−Removed: Other than the exclusion of Enercon from management’s assessment of internal control over financial reporting for the fiscal year ended December 31, 2024 as described above, there has not been any change in our internal control over financial reporting during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There has not been any change in our internal control over financial reporting during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Other Information
−Removed: Other Information – Restructuring
−Removed: The discussion captioned “ Overview – Key Factors Affecting our Business – Restructuring ,” as set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” above, is hereby incorporated by reference into this Part II, Item 9B, of this Annual Report on Form 10 -K.
Rule 10b5 - 1 Trading Arrangements and Non-Rule 10b5 - 1 Trading Arrangements
3 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: The Registrant incorporates by reference herein the information to be set forth in its definitive proxy statement for its 2025 annual meeting of shareholders (the “Proxy Statement”), which will be filed no later than 120 days after December 31, 2024, that is responsive to the remaining information required with respect to this Item 10.
+Added: The Registrant incorporates by reference herein the information to be set forth in its definitive proxy statement for its 2026 annual meeting of shareholders (the “Proxy Statement”), which will be filed no later than 120 days after December 31, 2025, that is responsive to the remaining information required with respect to this Item 10, to the extent not set forth herein.
The Registrant has adopted a code of ethics for all of its associates, including directors, executive officers and all other senior financial personnel.
2 unchanged sentences
Any such request should be sent by mail to Bel Fuse Inc., 300 Executive Drive, Suite 300, West Orange, NJ 07052 Attn:
−Removed: Lynn Hutkin, Vice President of Financial Reporting and Investor Relations, or should be made by telephone by calling Lynn Hutkin at 201-432-0463.
+Added: Lynn Hutkin, Chief Financial Officer, or should be made by telephone by calling Lynn Hutkin at 201 - 432 - 0463.
The Registrant intends to satisfy the disclosure requirement under Item 5.05 of Form 8 -K regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of the SEC’s Regulation S-K, by posting such information on the Registrant’s website, www.belfuse.com.
35 unchanged sentences
(Adopted October 25, 2023), are incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 25, 2023.
−Removed: Description of Securities.
+Added: Description of Registrant’s Securities, is incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 28, 2025.
2020 Equity Compensation Plan, as amended, is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 12, 2020 .
6 unchanged sentences
Third Amendment Agreement, dated November 14, 2024, to Amended and Restated Credit and Security Agreement, dated September 2, 2021, by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, as amended, is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 20, 2024.
−Removed: Conformed Amended and Restated Credit and Security Agreement, dated as of September 2, 2021 (reflecting changes thereto pursuant to First Amendment Agreement dated as of January 12, 2023, Second Amendment Agreement dated as of September 18, 2024, and Third Amendment Agreement dated as of November 14, 2024), by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 20, 2024.
+Added: Fourth Amendment Agreement, dated May 2, 2025, to Amended and Restated Credit and Security Agreement, dated as of September 2, 2021, by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, as amended, is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 6, 2025.
+Added: Conformed Amended and Restated Credit and Security Agreement, dated as of September 2, 2021 (reflecting changes thereto pursuant to First Amendment Agreement dated as of January 12, 2023, Second Amendment Agreement dated as of September 18, 2024, Third Amendment Agreement dated as of November 14, 2024, and Fourth Amendment Agreement dated as of May 2, 2025), by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 6, 2025.
ISDA Master Agreement, by and between Bel Fuse Inc.
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and Farouq Tuweiq, is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 7, 2025.
+Added: Employment Agreement, dated as of May 20, 2025, by and between Bel Fuse Inc., and Lynn Hutkin, is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 21, 2025.
+Added: Employment Agreement, dated as of January 12, 2026 and effective as of January 26, 2026, by and between Bel Fuse Inc and Thomas Smelker, is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2026.
Letter Agreement Regarding Transition Services, dated as of February 3, 2025, by and between Bel Fuse Inc.
4 unchanged sentences
2020 Equity Compensation Plan, is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2025.
+Added: Letter to Securities and Exchange Commission from Grant Thornton LLP, dated December 10, 2025, is incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on December 10, 2025
Bel Fuse Inc.
−Removed: Policy on Insider Trading
+Added: Policy on Insider Trading, is incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on February 28, 2025
Subsidiaries of the Registrant.
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BEL FUSE INC.
−Removed: /s/ Daniel Bernstein
−Removed: Daniel Bernstein
+Added: /s/ Farouq Tuweiq
+Added: Farouq Tuweiq
President and Chief Executive Officer
February 24, 2026
−Removed: KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Bernstein and Farouq Tuweiq as his/her attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place, and stead, in any and all capacities, to sign and file any and all amendments to this Annual Report on Form 10-K, with all exhibits thereto and hereto, and other documents with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Farouq Tuweiq, Lynn Hutkin and Daniel Bernstein, and each or any of them, his/her attorney-in-fact and agent, each with full power of substitution and resubstitution, for him/her and in his/her name, place, and stead, in any and all capacities, to sign and file any and all amendments to this Annual Report on Form 10-K, with all exhibits thereto and hereto, and other documents with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: /s/ Daniel Bernstein
+Added: /s/Farouq Tuweiq
President, Chief Executive Officer and Director
February 24, 2026
−Removed: Daniel Bernstein
+Added: Farouq Tuweiq
(Principal Executive Officer)
+Added: /s/ Daniel Bernstein
+Added: Chairman of the Board of Directors
+Added: February 24, 2026
+Added: Daniel Bernstein
/s/ Peter Gilbert
11 unchanged sentences
Vincent Vellucci
−Removed: /s/ Thomas E.
February 24, 2026
−Removed: February 28, 2025
/s/ Jacqueline Brito
1 unchanged sentence
Jacqueline Brito
−Removed: /s/ Farouq Tuweiq
−Removed: Chief Financial Officer
−Removed: February 28, 2025
−Removed: Farouq Tuweiq
−Removed: (Principal Financial Officer)
/s/ Lynn Hutkin
−Removed: Vice President of Financial Reporting & Investor Relations
+Added: Chief Financial Officer and Treasurer
February 24, 2026
−Removed: (Principal Accounting Officer)
+Added: (Principal Financial Officer and Principal Accounting Officer)
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.