BEL FUSE INC /NJ 10-K

Item 8. Financial Statements and Supplementary Data See the consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements for the information required by this item. BEL FUSE INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Financial Statements Page Reports of Independent Registered Public Accounting Firm (Grant Thornton LLP, Iselin, New Jersey, PCAOB # 248 ) 37 Consolidated Balance Sheets - December 31, 2025 and 2024 39 Consolidated Statements of Operations for the Three Years Ended December 31, 2025 40 Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2025 41 Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest for the Three Years Ended December 31, 2025 42 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2025 43 Notes to Consolidated Financial Statements 45 36 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Bel Fuse Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Bel Fuse Inc. (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. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 24, 2026, expressed an unqualified opinion. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter 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 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. 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. ● 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 rate selected by management. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2021. Iselin, New Jersey February 24, 2026 37 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Bel Fuse Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Bel Fuse Inc. (a New Jersey corporation and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 24, 2026 expressed an unqualified opinion on those financial statements. 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. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Iselin, New Jersey February 24, 2026 38 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share and per share data) December 31, December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 57,800 $ 68,253 Held to maturity U.S. Treasury securities - 950 Accounts receivable, net of credit losses of $ 671 and $ 1,336 , at December 31, 2025 and 2024, respectively 121,490 111,376 Inventories 167,270 161,370 Unbilled receivables 9,747 4,994 Assets held for sale - 2,062 Other current assets 28,454 24,525 Total current assets 384,761 373,530 Property, plant and equipment, net 48,428 47,879 Right-of-use assets 22,868 25,125 Related-party note receivable - 2,937 Equity method investment - 9,265 Intangible assets, net 217,966 231,948 Goodwill, net 214,821 208,036 Deferred income taxes 12,843 16,430 Other assets 33,513 34,639 Total assets $ 935,200 $ 949,789 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 52,990 $ 49,182 Accrued expenses 49,710 53,031 Operating lease liability, current 8,029 7,954 Other current liabilities 16,716 17,902 Total current liabilities 127,445 128,069 Long-term liabilities: Long-term debt 197,500 287,500 Operating lease liability, long-term 15,867 17,763 Liability for uncertain tax positions 17,524 18,127 Minimum pension obligation and unfunded pension liability 19,303 18,431 Deferred income taxes 29,684 28,916 Related-party note payable - 4,995 Other long-term liabilities 9,203 4,826 Total liabilities 416,526 508,627 Commitments and contingencies (see Note 19) Redeemable noncontrolling interest 93,161 80,586 Shareholders' equity: Preferred stock, no par value, 1,000,000 shares authorized; none issued - - Class A common stock, par value $ .10 per share, 10,000,000 shares authorized; 2,115,263 shares outstanding at each date (net of 1,072,769 restricted treasury shares) 212 212 Class B common stock, par value $ .10 per share, 30,000,000 shares authorized; 10,543,368 shares and 10,425,175 shares outstanding at December 31, 2025 and December 31, 2024, respectively (net of 3,218,307 restricted treasury shares) 1,058 1,046 Treasury stock (unrestricted; none outstanding at December 31, 2025, and at December 31, 2024) - - Additional paid-in capital 38,315 31,514 Retained earnings 403,102 345,031 Accumulated other comprehensive loss ( 17,174 ) ( 17,227 ) Total shareholders' equity 425,513 360,576 Total liabilities, redeemable noncontrolling interest and shareholders' equity $ 935,200 $ 949,789 See accompanying notes to consolidated financial statements. 39 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Year Ended December 31, 2025 2024 2023 Net sales $ 675,455 $ 534,792 $ 639,813 Cost of sales 411,037 332,434 423,964 Gross profit 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 - 400 - Restructuring (credits) charges ( 677 ) 3,459 10,114 Gain on sale of properties ( 5,701 ) - ( 3,819 ) Earnout liability adjustments 3,105 - - Income from operations 110,996 64,297 87,976 Gain on sale of Czech Republic business - - 980 Interest expense ( 14,751 ) ( 4,078 ) ( 2,850 ) Interest income 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 Less: Net earnings attributable to noncontrolling interest 3,452 484 - 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 $ 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 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. 40 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in thousands) Year Ended December 31, 2025 2024 2023 Net earnings available to common shareholders $ 74,111 $ 49,192 $ 73,831 Other comprehensive income: Currency translation adjustment, net of taxes of $ 0 , $ 36 and ($ 93 ) 2,476 ( 5,543 ) 6,684 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 on marketable securities arising during the period, net of taxes of $ 0 in all periods - 2 1 Change in unfunded SERP liability, net of taxes of ($ 179 ), ($ 465 ) and ($ 161 ) ( 600 ) 1,582 ( 597 ) Other comprehensive income (loss) 53 ( 5,190 ) 4,509 Comprehensive income $ 74,164 $ 44,002 $ 78,340 Comprehensive income attributable to noncontrolling interest $ 3,452 $ 484 $ - Comprehensive income attributable to Bel shareholders $ 70,712 $ 43,518 $ 78,340 See accompanying notes to consolidated financial statements. 41 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (in thousands, except per share data) 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 $ 237,188 $ ( 16,546 ) $ 214 2,142 $ 1,067 10,643 $ ( 349 ) $ 40,772 $ 262,346 $ - Net earnings 73,831 - - - - - - - 73,831 - Dividends declared: Class A Common Stock, $ 0.24 /share ( 512 ) - - - - - - - ( 512 ) - Class B Common Stock, $ 0.28 /share ( 2,997 ) - - - - - - - ( 2,997 ) - Issuance of restricted common stock - - - - 1 10 - ( 1 ) - - Forfeiture of restricted common stock - - - - ( 3 ) ( 31 ) - 3 - - Repurchase of treasury stock - - - - - ( 2 ) ( 105 ) - ( 105 ) - Foreign currency translation adjustment, including writeoff of $ 2,724 related to liquidation of foreign subsidiary, net of taxes of ($ 93 ) - 6,684 - - - - - - 6,684 - Unrealized gains on interest rate swap cashflow hedge, net of taxes of $ 0 - ( 1,579 ) - - - - - - ( 1,579 ) - Unrealized holding gains on marketable securities, net of taxes of $ 0 - 1 - - - - - - 1 - Stock-based compensation expense - - - - - - - 3,486 3,486 - Change in unfunded SERP liability, net of taxes of ($ 161 ) - ( 597 ) - - - - - - ( 597 ) - Balance at December 31, 2023 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 Net earnings 40,960 - - - - - - - 40,960 484 Dividends declared: Class A Common Stock, $ 0.24 /share ( 508 ) - - - - - - - ( 508 ) - Class B Common Stock, $ 0.28 /share ( 2,931 ) - - - - - - - ( 2,931 ) - Issuance of restricted common stock - - - - 6 58 - ( 6 ) - - Forfeiture of restricted common stock - - - - ( 1 ) ( 17 ) - 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 $ 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 - 2 - - - - - - 2 - Stock-based compensation expense - - - - - - - 3,740 3,740 - Change in unfunded SERP liability, net of taxes of ($ 465 ) - 1,582 - - - - - - 1,582 - Balance at December 31, 2024 345,031 ( 17,227 ) 212 2,115 1,046 10,425 - 31,514 360,576 80,586 Redemption value adjustment on redeemable NCI - - - - - - - - - 9,123 Net earnings 61,536 - - - - - - - 61,536 3,452 Dividends declared: - Class A Common Stock, $ 0.24 /share ( 508 ) - - - - - - - ( 508 ) - Class B Common Stock, $ 0.28 /share ( 2,957 ) - - - - - - - ( 2,957 ) - Issuance of restricted common stock - - - - 13 129 - ( 13 ) - - Forfeiture of restricted common stock - - - - ( 1 ) ( 11 ) - 1 - - Foreign currency translation adjustment, net of taxes of $ 0 - 2,476 - - - - - - 2,476 - Unrealized losses on interest rate swap cash flow hedge, net of taxes of $ 0 - ( 1,823 ) - - - - - - ( 1,823 ) - Share-based compensation expense - - - - - - - 6,813 6,813 - Change in unfunded SERP liability, net of taxes of ($ 179 ) - ( 600 ) - - - - - - ( 600 ) - Balance at December 31, 2025 $ 403,102 $ ( 17,174 ) $ 212 2,115 $ 1,058 10,543 $ - $ 38,315 $ 425,513 $ 93,161 See accompanying notes to consolidated financial statements. 42 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) Years Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net earnings $ 74,111 $ 49,192 $ 73,831 Adjustments to reconcile net earnings to net cash provided by operating activities: Impairment of equity method investment and related party notes 13,087 - - Depreciation and amortization 26,592 16,457 13,312 Stock-based compensation 6,813 3,740 3,486 Amortization of deferred financing costs 1,547 151 33 Deferred income taxes benefit/(expense) 1,379 ( 6,267 ) ( 3,872 ) Net unrealized (gains)/losses on foreign currency revaluation ( 12,703 ) 1,456 1,356 Gains on sale/disposal of property, plant and equipment ( 5,701 ) - ( 2,117 ) Gain on sale of Czech Republic business - - ( 980 ) Other, net 2,219 2,345 ( 1,037 ) Changes in operating assets and liabilities: Accounts receivable ( 8,609 ) ( 6,817 ) 22,500 Unbilled receivables ( 4,753 ) 7,800 5,451 Inventories ( 2,415 ) 15,121 33,613 Other current assets ( 1,636 ) ( 2,357 ) ( 217 ) Other assets ( 1,604 ) 5,972 2,971 Accounts payable 2,441 139 ( 22,745 ) Accrued expenses 195 ( 7,068 ) 5,356 Accrued restructuring costs ( 5,078 ) 215 ( 1,228 ) Other liabilities ( 1,617 ) ( 5,006 ) ( 16,388 ) Income taxes payable ( 3,656 ) ( 1,009 ) ( 4,976 ) Net cash provided by operating activities 80,612 74,064 108,349 Cash flows from investing activities: Purchase of property, plant and equipment ( 12,002 ) ( 14,108 ) ( 12,126 ) Purchases of held to maturity U.S. Treasury securities - ( 131,309 ) ( 59,992 ) Proceeds from held to maturity securities 950 167,907 19,918 Payment for equity method investment - - ( 10,282 ) Investment in related party notes receivable - ( 785 ) ( 2,152 ) Proceeds from disposal/sale of property, plant and equipment 7,804 883 6,036 Acquisition of business, net of cash acquired - ( 320,481 ) - Proceeds from sale of business - - 5,063 Net cash used in investing activities ( 3,248 ) ( 297,893 ) ( 53,535 ) (continued) 43 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (dollars in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from financing activities: 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 8,000 - - Repayments under revolving line of credit ( 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: Cash paid during the year for: 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. 44 Table of Contents BEL FUSE INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Bel Fuse Inc. and subsidiaries ("Bel," the "Company," "we," "us," and "our") design, manufacture and market a broad array of products that power, protect and connect electronic circuits. These products are used around the world, primarily in the defense, commercial aerospace, networking, telecommunications, computing, general industrial, high-speed data transmission, transportation and eMobility industries. Bel's portfolio of products also finds application in the automotive, medical, broadcasting and consumer electronics markets. We manage our operations by product group through our reportable operating segments, Power Solutions and Protection, Connectivity Solutions and Magnetic Solutions. All amounts included in the tables to these notes to consolidated financial statements, except per share amounts, are in thousands. Principles of Consolidation - The consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries. 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, 2025 and December 31, 2024. All intercompany transactions and balances have been eliminated in consolidation. 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. GAAP") requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including but not limited to those related to product returns, provisions for bad debt, inventories, goodwill, intangible assets, investments, Supplemental Executive Retirement Plan ("SERP") expense, income taxes, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Cash, Cash Equivalents and Investments - Cash equivalents include short-term investments in money market funds and certificates of deposit with an original maturity of three months or less when purchased. Accounts at each U.S. institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Substantially all of our U.S. cash and cash equivalents balances are in excess of the FDIC insured limit. The Company periodically invests its excess cash in money market funds and U.S. Treasury Bills. The Company's cash and cash equivalents are placed with high credit quality financial institutions. The Company has held to maturity securities comprised of U.S. Treasury Bills. 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 : December 31, 2025 December 31, 2024 Held to maturity U.S. Treasury securities Amortized Cost $ - $ 950 Gross Unrealized Gain $ - $ 26 Fair Value $ - $ 977 In determining the fair value of the Company's held to maturity U.S. Treasury securities, the Company utilized Level 1 inputs of the market price for comparable securities as of December 31, 2025 and on December 31, 2024 . Allowance for Credit Losses - The Company currently measures the expected credit losses based on our historical credit loss experience. The Company has not experienced significant recent or historical credit losses and is not forecasting any significant credit losses which would require adjustments to our methodology. If current conditions and supportable forecasts indicate that our historical loss experience is not reasonable and no longer supportable, the Company may adjust its historical credit loss experience to reflect these conditions and forecasts. 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. 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 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 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. We grant credit to customers that are primarily original equipment manufacturers, subcontractors of original equipment manufacturers and distributors based on an evalu ation of the customer's financial condition, without requiring collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. We control our exposure to credit risk through credit approvals, credit limits and monitoring procedures and establish allowances for anticipated losses. See Note 14, "Segments, " for disclosures regarding significant customers. 45 Table of Contents Inventories - Inventories are stated at the lower of cost or net realizable value. Material costs are determined by standard costs or weighted average cost, both of which approximate actual costs. Costs related to inventories include raw materials, direct labor and manufacturing overhead which are included in cost of sales on the consolidated statements of operations upon sale. Revenue Recognition – Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales. Product Warranties – Warranties vary by product line and are competitive for the markets in which the Company operates. Warranties generally extend for one to three years from the date of sale, providing customers with assurance that the related product will function as intended. The Company reviews its warranty liability quarterly based on an analysis of actual expenses and failure rates accompanied with estimated future costs and projected failure rate trends. Factors taken into consideration when evaluating our warranty reserve are (i) historical claims for each product, (ii) volume increases, (iii) life of warranty, (iv) historical warranty repair costs and (v) other factors. To the extent that actual experience differs from our estimate, the provision for product warranties will be adjusted in future periods. Actual warranty repair costs are charged against the reserve balance as incurred. See Note 12, "Accrued Expenses." Product Returns – We estimate product returns, including product exchanges under warranty, based on historical experience. In general, the Company is not contractually obligated to accept returns except for defective product or in instances where the product does not meet the Company's product specifications. However, the Company may permit its customers to return product for other reasons. In certain instances, the Company would generally require a significant cancellation penalty payment by the customer. The Company estimates such returns, where applicable, based upon management's evaluation of historical experience, market acceptance of products produced and known negotiations with customers. Such estimates are deducted from sales and provided for at the time revenue is recognized. Distribution customers often receive what is referred to as "ship and debit" arrangements, whereby Bel will invoice them at an agreed upon unit price upon shipment of product and a price reduction may be granted if the market price of the product declines after shipment. Distributors may also be entitled to special pricing discount credits, and certain customers are entitled to return allowances based on previous sales volumes. Bel deducts estimates for anticipated credits, refunds and returns from sales each quarter based on historical experience. Goodwill and Identifiable Intangible Assets – Goodwill represents the excess of the aggregate of the following: ( 1 ) consideration transferred, ( 2 ) the fair value of any noncontrolling interest in the acquiree and, ( 3 ) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of patents, licenses, trademarks, trade names, customer lists and relationships, non-compete agreements and technology-based intangibles and other contractual agreements. We amortize finite-lived identifiable intangible assets over the shorter of their stated or statutory duration or their estimated useful lives, ranging from 1 to 17 years, on a straight-line basis to their estimated residual values and periodically review them for impairment. Total identifiable intangible assets comprise 23.3 % and 24.4 % at December 31, 2025 and 2024 , respectively, of our consolidated total assets. We use the acquisition method of accounting for those business combinations in which we acquire 100% of the equity. We do not amortize goodwill or intangible assets with indefinite useful lives. Goodwill and intangible assets with indefinite useful lives are tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment and Disposal of Long-Lived Assets – For definite-lived intangible assets, such as customer relationships, contracts, intellectual property, and for other long-lived assets, such as property, plant and equipment, whenever impairment indicators are present, we perform a review for impairment. We calculate the undiscounted value of the projected cash flows associated with the asset, or asset group, and compare this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over the fair value. 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, 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. During the year ended December 31, 2024, the Company recorded a $ 0.4 million impairment charge related to its CUI tradename in connection with a significant change in market conditions due to trade restrictions placed on one of CUI's large suppliers in the PRC by the U.S. government. In addition, in all cases of an impairment review we re-evaluate whether continuing to characterize the asset as indefinite-lived is appropriate. See Note 5, "Goodwill and Other Intangible Assets," for additional details. Depreciation - Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated primarily using the straight-line method over the estimated useful life of the asset. The estimated useful lives primarily range fro m 1 to 33 years for buildings and leasehold improvements, and from 3 to 14 years for m achinery and equipment. 46 Table of Contents Redeemable Noncontrolling Interests - The Company reports noncontrolling interests in the mezzanine (“temporary equity”) section, between liabilities and equity, of the consolidated balance sheets, to the extent that such noncontrolling interests have redemption features, such as a put/call option (which did not qualify for bifurcation), that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company. Due to its redeemable features that are outside the control of the Company, the redeemable noncontrolling interest is and will continue to be reported in the mezzanine section in the consolidated balance sheets for as long as the put option is exercisable by the option holder. The carrying amount of the redeemable noncontrolling interest, initially valued at fair value as part of acquisition accounting, is adjusted each reporting period to equal the greater of the (i) redemption value or (ii) carrying value of the noncontrolling interest, adjusted each reporting period for income or loss attributable to the noncontrolling interest and any distributions made to date. 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" . 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 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" , 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. The intent is to mitigate gains and losses caused by the underlying exposures with offsetting gains and losses on the derivative contracts. By policy, Bel does not enter into speculative positions with derivative instruments. The Company records all derivatives as assets or liabilities on our consolidated balance sheets at their fair values. Gains and losses from the changes in values of these derivatives are accounted for based on the use of the derivative and whether it qualifies for hedge accounting. The Company's interest rate swaps and foreign currency forward contracts related to the Chinese renminbi (both further described in Note 13, "Derivative Instruments and Hedging Activities" ) have been designated as cash flow hedges and as such, gains/losses are recorded in accumulated other comprehensive loss ("AOCL") until such time the hedged item affects earnings. The counterparties to our derivative financial instruments consist of several major international financial institutions. We regularly monitor the financial strength of these institutions. While the counterparties to these contracts expose us to the potential risk of credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. Income Taxes - We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. See Note 10, “ Income Taxes ”. We record net deferred tax assets to the extent we believe these assets will more-likely-than- not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. We have established valuation allowances for deferred tax assets that are not likely to be realized. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of our net recorded amount, we would adjust the valuation allowance, which would reduce the provision for income taxes. We establish liabilities for tax contingencies when, despite the belief that our tax return positions are fully supported, it is more likely than not that certain positions may be challenged and may not be fully sustained. The tax contingency liabilities are analyzed on a quarterly basis and adjusted based upon changes in facts and circumstances, such as the conclusion of federal and state audits, expiration of the statute of limitations for the assessment of tax, case law and emerging legislation. Our effective tax rate includes the effect of tax contingency liabilities and changes to the liabilities as considered appropriate by management. Earnings per Share – We utilize the two -class method to report our earnings per share. The two -class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed earnings. The Company's Restated Certificate of Incorporation, as amended, states that the Company's Class B common shares, par value $ 0.10 per share (the "Class B common stock," "Class B common shares" or "Class B shares"), are entitled to dividends at least 5 % greater than dividends paid to Class A common shares, par value $ 0.10 per share (the "Class A common stock," "Class A common shares" or "Class A shares," and collectively with the Class B common stock, the "common stock" or the "common shares"), resulting in the two -class method of computing earnings per share. In computing earnings per share, the Company has allocated dividends declared to Class A and Class B shares based on amounts actually declared for each class of stock and 5 % more of the undistributed earnings have been allocated to Class B shares than to the Class A shares on a per share basis. Basic earnings per common share are computed by dividing net earnings by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share, for each class of common stock, are computed by dividing net earnings by the weighted-average number of common shares and potential common shares outstanding during the period. There were no potential common shares outstanding during the years ended December 31, 2025 , 2024 or 2023 which would have had a dilutive effect on earnings per share. 47 Table of Contents The earnings and weighted average shares outstanding used in the computation of basic and diluted earnings per share are as follows: Years Ended December 31, 2025 2024 2023 Numerator: Net earnings attributable to Bel shareholders $ 61,536 $ 40,960 $ 73,831 Less dividends declared: Class A 508 508 512 Class B 2,957 2,931 2,997 Undistributed earnings $ 58,071 $ 37,521 $ 70,322 Undistributed earnings allocation: Class A undistributed earnings $ 9,329 $ 6,064 $ 11,318 Class B undistributed earnings 48,742 31,457 59,004 Total undistributed earnings $ 58,071 $ 37,521 $ 70,322 Net earnings allocation: Class A net earnings $ 9,837 $ 6,572 $ 11,830 Class B net earnings 51,699 34,388 62,001 Net earnings $ 61,536 $ 40,960 $ 73,831 Denominator: 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. This collaborative approach enables partnerships with customers for technical development efforts. On occasion, we execute non-disclosure agreements with our customers to help develop proprietary, next generation products destined for rapid deployment. R&D costs are expensed as incurred, and are shown as a separate line within operating expenses on the consolidated statements of operations. Generally, R&D is performed internally for the benefit of the Company. R&D costs include salaries, building maintenance and utilities, rents, materials, administration costs and miscellaneous other items. R&D expenses for the years ended December 31, 2025 , 2024 and 2023 amounted to $ 30.9 million, $ 23.6 million and $ 22.5 million, respectively. Fair Value Measurements - We utilize the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis or on a nonrecurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. We classify our fair value measurements based on the lowest level of input included in the established three -tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows: Level 1 - Observable inputs such as quoted market prices in active markets Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable Level 3 - Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions For financial instruments such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amount approximates fair value because of the short maturities of such instruments. See Note 6, "Fair Value Measurements," for additional disclosures related to fair value measurements. 48 Table of Contents Recently Issued Accounting Standards Recently Adopted Accounting Standards 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 ): 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 prior to adoption of this guidance had been required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker ("CODM"). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. In the fourth quarter of 2024, the Company adopted this guidance and applied the amendments retrospectively to all prior periods presented in the accompanying financial statements. This adoption only impacted our disclosures and did not have any impact to our results of operations, cash flows and financial condition. See Note 14, "Segments" , for applicable reportable segment disclosures required by this guidance. In March 2020, the FASB issued ASU 2020 - 04, Reference Rate Reform (Topic 848 ): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020 - 04 provides temporary optional guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates. In January 2021, the FASB issued ASU 2021 - 01, which refined the scope of Topic 848 and clarified some of its guidance as part of the FASB’s monitoring of global reference rate activities. This updated guidance was effective upon issuance, and the Company was initially allowed to elect to apply the amendments prospectively through December 31, 2022. In December 2022, the FASB issued ASU 2022 - 06, Reference Rate Reform (Topic 848 ), Deferral of the Sunset Date of Topic 848 , which extended the date by which companies could elect to apply the amendments to December 31, 2024. During January 2023, the Company amended its credit agreement and related interest rate swap agreements to transition the reference rate from LIBOR to a Secured Overnight Financing Rate ("SOFR") effective January 31, 2023. In connection with these amendments, the Company adopted ASU 2020 - 04 in the first quarter of 2023 and elected to apply the relevant practical expedients within the guidance. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. 49 Table of Contents In June 2016, the FASB issued ASU 2016 - 13, Financial Instruments Credit Losses (Topic 326 ): Measurement of Credit Losses on Financial Instruments , as amended. The new guidance broadens the information that an entity must consider in developing its expected credit loss estimates related to its financial instruments and adds to U.S. GAAP an impairment model that is based on expected losses rather than incurred losses. On January 1, 2023, the Company adopted ASU 2016 - 13. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Accounting Standards Issued But Not Yet Adopted 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 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. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. 2. 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 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 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. 50 Table of Contents 3. ACQUISITION Acquisition of Enercon On November 14, 2024, the Company closed on its acquisition of its majority 80 % stake in Enercon Technologies, Ltd. (“Enercon”), pursuant to the terms of the Share Purchase Agreement, dated as of September 19, 2024 ( the “Purchase Agreement”), by and among the Company, Enercon, and FF3 Holdings, L.P., for itself and as Sellers’ Representative ( “FF3” ), and each of the other seller parties signatory thereto (collectively with FF3, the “Sellers”). Enercon is a leading supplier of highly customized power conversion and networking solutions to aerospace and defense markets globally, providing robust and reliable solutions across air, land and sea applications. Enercon is based in Netanya, Israel with additional facilities in New Hampshire, U.S. and Haryana, India. Under the terms of the Purchase Agreement, on the November 14, 2024 closing date (and deemed effective solely for accounting purposes as of November 1, 2024), B el acquired from the Sellers 80 % of the issued and outstanding share capital of Enercon on a fully-diluted basis for (i) a cash purchase price of $ 320 million (subject to customary adjustments), plus (ii) up to $ 10 million in potential earnout payments for the 2025 - 2026 period (the “Earnout Payments”), as further described below (the “Transaction” or the "acquisition"). Bel may acquire the remaining 20 % stake in Enercon and has the current intention to so purchase such remaining interest by early 2027 in accordance with the terms and subject to the conditions of a shareholders’ agreement, which was also entered into on November 14, 2024. At the closing, Bel paid an aggregate of approximately $ 325.6 million in cash in respect of the cash purchase price (after giving effect to estimated adjustments taken at closing including for Enercon’s cash, indebtedness, net working capital and unpaid transaction costs, and subject to further adjustment post-closing). Bel funded the closing of the Transaction through cash on hand of approximately $ 85.6 million and with approximately $ 240 million provided through incremental borrowings under the Company’s revolving credit facility, as amended in connection with the Transaction. 51 Table of Contents The potential Earnout Payments may become payable of up to $ 5.0 million for each of the fiscal 2025 and fiscal 2026 earnout periods (each, an “Earnout Period”), subject to Enercon’s achievement of certain specified EBITDA targets for each respective Earnout Period, as calculated and determined in accordance with the Purchase Agreement. In the event that (i) the target for the respective Earnout Period has been achieved, the full $ 5.0 million Earnout Payment for the Earnout Period shall be payable, or (ii) achievement for the respective Earnout Period is at least 90% of the target level but less than 100% of the target level, then the amount payable in respect of the Earnout Payment for such Earnout Period shall be $ 2.5 million. In the event that achievement for the respective Earnout Period is less than 90% of the target level, no Earnout Payment shall be due for such period. During the year ended December 31, 2024, the Company incurred $ 12.9 million of acquisition-related costs associated with the Transaction primarily for investment banker fees, legal fees, audit-related fees and other consulting costs. These costs are included in selling, general and administrative expenses on the consolidated statements of operations. 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 Fair Values (as adjusted) Cash $ 3,590 Accounts receivable 21,088 Inventories 42,271 (a) Other current assets 4,144 Property, plant and equipment 9,357 (b) Intangible assets 189,700 (c) Other assets 3,496 Total identifiable assets 273,646 Accounts payable 9,585 Accrued expenses 6,670 Other current liabilities 5,104 Noncurrent liabilities 34,331 (d) Total liabilities assumed 55,690 Net identifiable assets acquired 217,956 Goodwill 186,714 (e) Net assets acquired $ 404,670 Cash paid $ 324,071 Fair value of contingent consideration 3,300 Fair value of noncontrolling interest 72,354 (f) Fair value of seller note 4,945 (g) Fair value of consideration transferred 404,670 Deferred consideration ( 80,599 ) Total consideration paid $ 324,071 (a) The inventories noted include an step-up in fair value of $ 2.4 million. (b) The property, plant and equipment noted above includes a $ 3.7 million step-up based on acquisition-date fair value. (c) 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. Acquisition Date Weighted Average Fair Value Amortization Period Trademarks $ 21,900 Indefinite Customer relationships 130,300 17 years Technology 37,500 15 years Total intangible assets acquired $ 189,700 52 Table of Contents (d) Deferred taxes have been established on the previously-mentioned step-ups for inventories, property, plant and equipment and intangible assets. (e) 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. All goodwill will be deductible for tax purposes over a period of 15 years. (f) In connection with its acquisition of Enercon, the Company recorded a redeemable noncontrolling interest which was initially recorded at a fair value of $ 72.4 million as of the acquisition date utilizing the Monte Carlo simulation. Inputs to this valuation approach included the projected EBITDA (as defined in the Purchase Agreement) for fiscal year 2026, a market price risk adjustment for the EBITDA of 8.4 %, an EBITDA volatility measure of 51 % and a forward rate of 4.08 %. (g) In connection with its acquisition of Enercon, the Company assumed a related party loan payable to FF3 in the amount of $ 4.9 million. The results of operations of Enercon have been included in the Company’s consolidated financial statements for the period from November 1, 2024 through December 31, 2025 . The activity between the accounting effective date of November 1, 2024 and the legal close date of November 14, 2024 was not material to Bel's financial statements. During the year ended December 31, 2024, Enercon contributed revenue of $ 20.8 million and net earnings of approximately $ 1.0 million to the Company’s consolidated financial results. 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 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 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 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: Year Ended December 31, 2024 2023 Revenue, net $ 632,130 $ 735,522 Net earnings 56,154 56,448 Less: Net earnings attributable to non-controlling interest 4,131 1,176 Net earnings attributable to Bel Fuse $ 52,023 $ 55,272 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. Specifically, if exercised by the noncontrolling interest holder, the Company would be required to purchase the remaining 20 % of the Seller's redeemable interest, at a redemption price during specified time period(s) stipulated in the Enercon acquisition agreement. 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, 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 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. 53 Table of Contents 4. REVENUE Nature of Goods and Services Our revenues are substantially derived from sales of our products. In our Power Solutions and Protection product group, we provide AC/DC and DC/DC power conversion devices and circuit protection products. Applications range from board-mount power to system-level architectures for servers, storage, networking, industrial, transportation, commercial aerospace and defense applications. In our Connectivity Solutions product group, we provide connectors and cable assemblies to the aerospace, military/defense, commercial, rugged harsh environment and communication markets. This group also includes passive jacks, plugs and cable assemblies that provide connectivity in networking equipment, as well as modular plugs and cable assemblies used within the structured cabling system, known as premise wiring. In our Magnetic Solutions product group, we provide an extensive line of integrated connector modules (ICM), where an Ethernet magnetic solution is integrated into a connector package. Products within the Company's Magnetic Solutions group are primarily used in networking and industrial applications. The Company also provides incremental services to our customers in the form of training, highly-customized product development services, technical support, special tooling, and other support as deemed necessary from time to time. For purposes of ASC 606, all such incremental services were concluded to be immaterial in the context of the contracts. Types of Contracts Substantially all of the Company's revenue is derived from contracts with its customers under one of the following types of contracts: • Direct with customer: This includes contracts with original equipment manufacturers (OEMs), original design manufacturers (ODMs), and contract manufacturers (CMs). The nature of Bel's products are such that they represent components which are installed in various end applications ( e.g., servers, aircraft, missiles and rail applications). The OEMs, ODMs or CMs that purchase our product for further installation are our end customers. Contracts with these customers are broad-based and cover general terms and conditions. Details such as order volume and pricing are typically contained in individual purchase orders, and as a result, we view each product on each purchase order as an individual performance obligation. Incremental services included in the contracts, such as training, highly-customized product development services, tooling and other customer support are determined to be immaterial in the context of the contract, both individually and in the aggregate. Revenue under these contracts is generally recognized at a point in time, generally upon shipping or delivery, which closely mirrors the shipping terms dictated by the applicable contract. • Distributor: Distribution customers buy product directly from Bel and sell it in the marketplace to end customers. Bel contracts directly with the distributor. These contracts are typically global in nature and cover a variety of our product groups. Similar to contracts with OEMs, ODMs and CMs, each product on each purchase order is considered an individual performance obligation. Revenue is recognized at a point in time, generally upon shipping or delivery, which closely mirrors the shipping terms dictated by the applicable contract. • Customer-Designated Hub Arrangements: These customers operate under a type of concession agreement whereby the Company ships goods to a warehouse or hub, where they will be pulled by the customer at a later date. The terms specified in the customer-designated hub contracts specify that the Company will not invoice the customer for product until it is pulled from the warehouse or hub. Once product arrives at the hub, it is generally not returned to Bel unless there is a warranty issue (see Note 1, "Description of Business and Summary of Significant Accounting Policies - Product Warranties" above). Similar to the contracts described above, each product on each purchase order is considered an individual performance obligation. Under ASC 606, it was determined that the majority of these hubs are customer-controlled, and therefore control transfers to the customer upon either delivery from Bel's warehouse, or arrival at the customer-controlled hub, depending upon the applicable shipping terms. Revenue is therefore recognized as control of the product is transferred to the customer (for customer-controlled hubs, this is at the time product is shipped to the hub). The accompanying consolidated balance sheet reflects a corresponding unbilled receivable balance, as we do not have the right to invoice the customer until product is pulled from the hub. • Licensing Agreements: License agreements are only applicable to our Power Solutions and Protection product group, and include provisions for Bel to receive sales-based royalty income related to the licensing of Bel's patents or other intellectual property (IP) utilized by a third -party entity. Income related to these agreements is tracked by the licensee throughout the year based on their sales of product that utilize Bel's IP, and that data is reported to Bel either on a quarterly or annual basis, with payment generally received within 30 days of the reporting date. Our performance obligation is satisfied upon delivery of the IP at the beginning of the license period, as the licenses are functional in nature. However, the recognition of revenue associated with these licenses is subject to the sales- or usage-based constraint on variable consideration. As such, the Company records a constrained estimate of this variable consideration as royalty income in the period of the underlying customers' product sales, with adjustments made as actual licensee sales data becomes available. Significant Payment Terms Contracts with customers indicate the general terms and conditions in which business will be conducted for a set period of time. Individual purchase orders state the description, quantity and price of each product purchased. Payment for products sold under direct contracts with customers or contracts with distributors is typically due in full within 30 - 90 days from the transfer of title to the customer. Payment for products sold under our customer-designated hub arrangements is typically due within 60 days of the customer pulling the product from the hub. Payment due related to our licensing agreements is generally within 30 days of receiving the licensee sales data, which is either on a quarterly or annual basis. Since the customer agrees to a stated price for each product on each purchase order, the majority of contracts are not subject to variable consideration. 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. 54 Table of Contents Disaggregation of Revenue The following table provides information about disaggregated revenue by geographic region and sales channel, and includes a reconciliation of the disaggregated revenue to our reportable segments: Year Ended December 31, 2025 Power Solutions Connectivity Magnetic and Protection Solutions Solutions Consolidated By Geographic Region: North America $ 226,664 $ 184,839 $ 35,869 $ 447,372 EMEA 58,765 42,252 3,569 104,586 Asia 71,376 5,195 46,926 123,497 $ 356,805 $ 232,286 $ 86,364 $ 675,455 By Sales Channel: Direct to customer $ 280,123 $ 152,458 $ 64,062 $ 496,643 Through distribution 76,682 79,828 22,302 178,812 $ 356,805 $ 232,286 $ 86,364 $ 675,455 Year Ended December 31, 2024 Power Solutions Connectivity Magnetic and Protection Solutions Solutions Consolidated By Geographic Region: North America $ 161,496 $ 172,477 $ 28,187 $ 362,160 EMEA 57,010 42,581 4,700 104,291 Asia 27,045 5,312 35,984 68,341 $ 245,551 $ 220,370 $ 68,871 $ 534,792 By Sales Channel: Direct to customer $ 170,357 $ 138,377 $ 49,047 $ 357,781 Through distribution 75,194 81,993 19,824 177,011 $ 245,551 $ 220,370 $ 68,871 $ 534,792 Year Ended December 31, 2023 Power Solutions Connectivity Magnetic and Protection Solutions Solutions Consolidated By Geographic Region: North America $ 233,016 $ 172,518 $ 42,259 $ 447,793 EMEA 57,567 32,689 8,263 98,519 Asia 23,522 5,365 64,614 93,501 $ 314,105 $ 210,572 $ 115,136 $ 639,813 By Sales Channel: Direct to customer $ 221,828 $ 130,893 $ 86,608 $ 439,329 Through distribution 92,277 79,679 28,528 200,484 $ 314,105 $ 210,572 $ 115,136 $ 639,813 55 Table of Contents Contract Assets and Contract Liabilities : A contract asset results when goods or services have been transferred to the customer but payment is contingent upon a future event, other than passage of time. In the case of our customer-controlled hub arrangements, we are unable to invoice the customer until product is pulled from the hub by the customer, which generates an unbilled receivable (a contract asset) when revenue is initially recognized. A contract liability results when cash payments are received or due in advance of our performance obligation being met. 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 December 31, 2025, 2024, and 2023 are as follows: December 31, December 31, December 31, 2025 2024 2023 Contract assets - current (unbilled receivables) $ 9,747 $ 4,994 $ 12,793 Contract liabilities - current (deferred revenue) $ 9,767 $ 6,120 $ 3,046 Accounts receivable, net $ 121,490 $ 111,376 $ 84,129 The change in balance of our unbilled receivables from December 31, 2024 to December 31, 2025 primarily relates to a timing difference between the Company's performance (i.e. when our product is shipped to a customer-controlled hub) and the point at which the Company can invoice the customer per the terms of the customer contract (i.e. when the customer pulls our product from the customer-controlled hub). 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 years ended December 31, 2025 and December 31, 2024 are presented below: Years Ended December 31, 2025 2024 Balance, January 1 $ 6,120 $ 3,046 New advance payments received 94,624 17,551 Recognized as revenue during period ( 90,977 ) ( 14,469 ) Currency translation - ( 8 ) Balance, December 31 $ 9,767 $ 6,120 Transaction Price Allocated to Future Obligations : The aggregate amount of transaction price allocated to remaining performance obligations that have not been fully satisfied as of December 31, 2025 related to contracts that exceed one year in duration amounted to $ 20.2 million, with expected contract expiration dates that range largely from 2027 – 2030 . It is expected that $ 2.7 million of this aggregate amount will be recognized in 2027, $ 0.5 million will be recognized in 2028 and the remainder will be recognized in years beyond 2028. The majority of the Company's orders received (but not yet shipped) at December 31, 2025 is related to contracts that have an original expected duration of one year or less, for which the Company is electing to utilize the practical expedient available within the guidance, and are excluded from the transaction price related to these future obligations. The Company will generally satisfy the remaining performance obligations as we transfer control of the products ordered to our customers. 5. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill represents the excess of the purchase price and related acquisition costs over the fair value assigned to the net tangible and other intangible assets acquired in a business acquisition. At December 31, 2025 and 2024 , the Company's reportable operating segments were as follows: • Power Solutions and Protection : includes the 2012 acquisition of Powerbox Italia, the 2014 acquisition of ABB's Power Solutions business, the 2019 acquisition of the majority of CUI Inc.'s power products business, the 2021 acquisition of EOS, the 2023 equity method investment in innolectric, the 2024 acquisition of Enercon, in addition to sales and an estimated allocation of expenses related to power products manufactured at Bel sites that are not product group specific. • Connectivity Solutions : includes the 2010 acquisition of Cinch Connectors, the 2012 acquisitions of Fibreco Limited and GigaCom Interconnect, the 2013 acquisition of Array Connector, the 2014 acquisition of Emerson Network Power Connectivity Solutions, the 2021 acquisition of rms Connectors, in addition to sales and an estimated allocation of expenses related to connectivity products manufactured at Bel sites that are not product group specific. • Magnetic Solutions: includes the 2013 acquisition of TE Connectivity's Coil Wound Magnetics business, our Signal Transformer business, in addition to sales and an estimated allocation of expenses related to Bel's ICM and discrete magnetic products that are manufactured at Bel sites that are not product group specific. 56 Table of Contents The changes in the carrying value of goodwill classified by our segment reporting structure for the year ended December 31, 2025 are as noted in the table below. Total Power Solutions & Protection Connectivity Solutions Magnetic Solutions Balance at January 1, 2024: Goodwill, gross $ 26,642 $ 18,623 $ 8,019 $ - Goodwill, net $ 26,642 $ 18,623 $ 8,019 $ - Goodwill allocation related to acquisition 182,905 182,905 - - Foreign currency translation ( 1,511 ) ( 1,441 ) ( 70 ) - Balance at December 31, 2024: Goodwill, gross $ 208,036 $ 200,087 $ 7,949 $ - Goodwill, net $ 208,036 $ 200,087 $ 7,949 $ - Goodwill allocation related to acquisition 3,809 $ 3,809 $ - $ - Foreign currency translation 2,976 2,581 395 - Balance at December 31, 2025: Goodwill, gross $ 214,821 $ 206,477 $ 8,344 $ - Goodwill, net $ 214,821 $ 206,477 $ 8,344 $ - 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. As discussed in Note 6, " Fair Value Measurements" , goodwill is reviewed for impairment on a reporting unit basis annually during the fourth quarter of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. In testing goodwill for impairment, we may perform both a qualitative assessment and quantitative assessment. For the qualitative test, the assessment is based on a review of general macroeconomic conditions, industry and market conditions, changes in cost factors, overall financial performance (both actual and expected performance) and other reporting unit-specific events such as significant changes in management, customers, litigation or a change in the carrying amount of net assets. If it is determined that a potential impairment may exist, we would proceed with a quantitative assessment. In cases where we elect to perform a quantitative assessment, we estimate the fair value of these reporting units using a weighting of fair values derived from income and market approaches. Under the income approach, we determine the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit. 2025 Annual Impairment Test 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: Reporting Unit % by Which Estimated Fair Value Exceeds Carrying Value Power Solutions and Protection (excluding CUI) 540 % Connectivity Solutions 391 % CUI 72 % Enercon 56 % 2024 Annual Impairment 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. However, i 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 ent test. The fair values of the assets and liabilities of the reporting unit, including the intangible assets, could vary depending on various factors. 57 Table of Contents The future occurrence of a potential indicator of impairment, such as a decrease in expected net earnings, adverse equity market conditions, a decline in current market multiples, a sustained decrease in the price of our common stock, a significant adverse change in legal factors or business climates, an adverse action or assessment by a regulator, unanticipated competition, strategic decisions made in response to economic or competitive conditions, or a more-likely-than- not expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of, could require an interim assessment for some or all of the reporting units before the next required annual assessment. In the event of significant adverse changes of the nature described above, it may be necessary for us to recognize an additional non-cash impairment of goodwill, which could have a material adverse effect on our consolidated financial condition and consolidated results of operations. Other Intangible Assets Other identifiable intangible assets include patents, technology, license agreements, non-compete agreements and trademarks. Amounts assigned to these intangible assets have been determined by management. Management considered a number of factors in determining the allocations, including valuations and independent appraisals. 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 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). At December 31, 2025 , the Company's indefinite-lived intangible assets related to the trademarks acquired in the Enercon, CUI, Power Solutions, Connectivity Solutions, Cinch and Fibreco acquisitions. The components of definite and indefinite-lived intangible assets are as follows: December 31, 2025 December 31, 2024 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Patents, licenses and technology $ 56,417 $ 15,642 $ 40,775 $ 56,628 $ 12,589 $ 44,039 Customer relationships 187,723 48,936 138,787 186,683 36,953 149,730 Trademarks 38,563 159 38,404 38,337 158 38,179 $ 282,703 $ 64,737 $ 217,966 $ 281,648 $ 49,700 $ 231,948 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: December 31, Amortization Expense 2026 $ 14,781 2027 14,781 2028 14,715 2029 13,612 2030 12,259 2025 and 2024 Impairment Tests The Company completed its annual indefinite-lived intangible assets impairment test as of October 1, 2025 and October 1, 2024. 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. 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. 58 Table of Contents 6. FAIR VALUE MEASUREMENTS The following tables show the Company's cash, cash equivalents and other marketable and held to maturity securities by significant investment category as of December 31, 2025 and 2024 : December 31, 2025 Carrying value Fair value Cash and cash equivalents Other Current Assets Cash $ 57,531 $ 57,531 $ 57,531 $ - Level 1: Money market funds 1 1 1 - Money market funds (Rabbi Trust) 586 586 - 586 Subtotal 587 587 1 586 Level 2: Certificates of deposit and time deposits 1,859 2,121 268 1,591 Subtotal 1,859 2,121 268 1,591 Total $ 59,977 $ 60,239 $ 57,800 $ 2,177 December 31, 2024 Carrying value Fair value Cash and cash equivalents Other Current Assets Cash $ 66,917 $ 66,917 $ 66,917 $ - Level 1: Money market funds 1 1 1 - Money market funds (Rabbi Trust) 566 566 - 566 Subtotal 567 567 1 566 Level 2: Certificates of deposit and time deposits 2,938 3,348 1,335 1,602 Subtotal 2,938 3,348 1,335 1,602 Total $ 70,422 $ 70,832 $ 68,253 $ 2,168 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 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 $ 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: Balance Sheet Classification December 31, 2025 December 31, 2024 Derivative assets: Foreign currency forward contracts: Designated as cash flow hedges Other current assets $ 294 $ - Non designated as hedging instruments Other current assets 1,504 - Interest rate swap agreements: Designated as a cash flow hedge Other assets 905 2,730 Total derivative assets $ 2,703 $ 2,730 Derivative liabilities: Foreign currency forward contracts: Designated as cash flow hedges Other current liabilities $ - $ 116 Not designated as hedging instruments Other current liabilities - 919 Total derivative liabilities $ - $ 1,035 59 Table of Contents 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. 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 sheets at December 31, 2025 and 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 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: Level 3 Balance Sheet Classification December 31, 2025 December 31, 2024 Contingent Liabilities: Earnout Payment liability - 2025 Other current liabilities $ 4,916 $ 2,041 Earnout Payment liability - 2026 Other long-term liabilities 1,709 1,446 $ 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 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, 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 . Nonfinancial assets and liabilities, such as goodwill, indefinite-lived intangible assets and long-lived assets, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment upon the occurrence of a triggering event or in the case of goodwill, on at least an annual basis. Se e Note 5, "Goodwill and Other Intangible Assets," for further information about goodwill and other indefinite-lived intangible assets. 7. OTHER ASSETS 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. At December 31, 2025 and 2024 , these assets had a combined value of $ 18.4 million and $ 17.0 million, respectively. Company-Owned Life Insurance Investments in company-owned life insurance policies ("COLI") were made with the intention of utilizing them as a long-term funding source for the Company's SERP obligations. However, the cash surrender value of the COLI does not represent a committed funding source for these obligations. Any proceeds from these policies are subject to claims from creditors. 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 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. This classification is consistent with the costs associated with the long-term employee benefit obligations that the COLI is intended to fund. Other Investments 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, 2025 and 2024 , the fair market value of these investments was $ 0.6 million at each date. 60 Table of Contents 8. INVENTORIES The components of inventories are as follows: December 31, 2025 2024 Raw materials $ 73,629 $ 74,750 Work in progress 58,076 53,569 Finished goods 35,565 33,051 Inventories $ 167,270 $ 161,370 61 Table of Contents 9. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consist of the following: December 31, 2025 2024 Land $ 130 $ 115 Buildings and improvements 16,408 19,385 Machinery and equipment 103,445 99,747 Construction in progress 7,114 5,243 127,097 124,490 Accumulated depreciation ( 78,669 ) ( 76,611 ) Property, plant and equipment, net $ 48,428 $ 47,879 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, 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. 10. INCOME TAXES The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2022 and for state examinations before 2019. 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: Domestic and foreign income before taxes is as follows: Years Ended December 31, 2025 2024 2023 Domestic $ 34,102 $ 29,224 $ 51,550 Foreign 60,948 32,584 31,750 $ 95,050 $ 61,808 $ 83,300 Federal, state and foreign income tax expense (benefit) consists of the following: Years Ended December 31, 2025 2024 2023 Current: Federal $ 5,226 $ 11,473 $ 11,403 State 2,173 895 975 Foreign 12,162 6,515 963 19,561 18,883 13,341 Deferred: Federal 300 ( 5,200 ) ( 3,128 ) State 180 ( 442 ) ( 139 ) Foreign 898 ( 625 ) ( 605 ) 1,378 ( 6,267 ) ( 3,872 ) $ 20,939 $ 12,616 $ 9,469 62 Table of Contents 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, 2025 2024 2023 Tax Expense Tax Rate Tax Expense Tax Rate Tax Expense Tax Rate U.S. Federal statutory income tax rate $ 19,961 21.0 % $ 12,980 21.0 % $ 17,493 21.0 % State and local income taxes, net of federal income tax effect (1) ( 599 ) - 0.6 % ( 767 ) - 1.2 % ( 432 ) - 0.5 % Foreign Tax Effects Macau Rate differential - 0.0 % ( 306 ) - 0.5 % - 0.6 % Adjustments relating to prior years - 0.0 % 687 1.1 % - 0.0 % Change in valuation allowance - 0.0 % 499 0.8 % - 0.0 % Other - 0.0 % 91 0.1 % - 0.0 % PRC Rate differential - 0.0 % - 0.0 % 661 0.8 % 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 % Other - 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 % Tax credits 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 % Other 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, 2025 2024 2023 Federal $ 9,037 $ 14,671 $ 19,003 State and Local 968 1,220 1,357 Foreign Slovakia 1,238 2,021 - United Kingdom 2,534 2,561 - Macau 1,638 - - PRC 2,098 - - Israel 3,798 - - Other 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 63 Table of Contents 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 $ 0.2 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 $ 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. As of December 31, 2025, we are not indefinitely reinvested with respect to undistributed earnings from some of our Asian subsidiaries. There was no material deferred tax expense recorded for foreign tax costs associated with the future remittance of these undistributed earnings. The Company remains permanently reinvested with respect to undistributed earnings from our other foreign subsidiaries. It is not practicable to estimate the amount of deferred tax liability, if any, with respect to these permanently reinvested undistributed earnings. Components of deferred income tax assets and liabilities are as follows: December 31, 2025 2024 Tax Effect Tax Effect Deferred tax assets: State tax credits $ - $ 90 Reserves and accruals 6,846 6,970 Federal, state and foreign net operating loss and credit carryforwards 4,448 4,247 Depreciation 367 384 Amortization 8,829 9,845 Lease accounting 5,402 6,157 Other accruals 5,319 6,054 Total deferred tax assets 31,211 33,747 Valuation allowance 2,057 1,844 Net deferred tax assets 29,154 31,903 Deferred tax liabilities: Unfunded pension liability 260 260 Depreciation 2,177 2,685 Amortization 36,637 34,903 Lease accounting 5,231 5,960 Other accruals 1,690 581 Total deferred tax liabilities 45,995 44,389 Net deferred tax liabilities $ ( 16,841 ) $ ( 12,486 ) At December 31, 2025, 2024 and 2023, the Company has approximately $ 17.5 million, $ 18.1 million and $ 19.8 million, respectively, of liabilities for uncertain tax positions. These amounts, if recognized, would reduce the Company’s effective tax rate. As of December 31, 2025, approximately $ 2.0 million of the Company’s liabilities for uncertain tax positions are expected to be resolved during the next twelve months by way of expiration of the related statutes of limitations. A reconciliation of the beginning and ending amount of the liability for uncertain tax positions, including the portion included in income taxes payable, is as follows: Year Ended December 31, 2025 2024 Liability for uncertain tax positions - January 1 $ 18,127 $ 19,823 Additions based on tax positions related to the current year 664 1,053 Translation adjustment - - Settlement/expiration of statutes of limitations ( 1,267 ) ( 2,749 ) Liability for uncertain tax positions - December 31 $ 17,524 $ 18,127 The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes. During the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 0.2 million, $ 0.3 million and $ 0.4 million, respectively, in interest and penalties in the consolidated statements of operations. During the years ended December 31, 2025, 2024 and 2023, the Company recognized a benefit of $ 0.4 million, $ 1.1 million and $ 2.3 million, respectively, for the reversal of such interest and penalties, relating to the expiration of statues of limitations and settlement of the acquired liability for uncertain tax positions. 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. 64 Table of Contents 11. DEBT 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 $ 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. 65 Table of Contents 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. The interest rate in effect for the fixed-rate portion of our outstanding borrowings ($ 60 million at each of December 31, 2025 and 2024 ) was 2.59 % and 2.84 % at December 31, 2025 and 2024, respectively. The weighted-average interest rate in effect for the variable-rate portion of our outstanding borrowings ($ 137.5 million at December 31, 2025) was 3.63 % at December 31, 2025, and consisted of SOFR plus the Company’s credit spread at December 31, 2025, as determined per the terms of the CSA. No outstanding borrowings were subject to a variable interest rate at December 31, 2024. 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). 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. In addition to requesting loans denominated in U.S. dollars, the Credit Agreement provides that up to a U.S. dollar equivalent principal amount of $ 15 million of the revolver may be borrowed by Bel in alternate foreign currencies including Euros, Pounds Sterling, Japanese Yen and such other currency as requested by Bel and consented to by KeyBank and each lender. In connection with the Credit Agreement, the Company and certain of the Company’s material U.S. subsidiaries (together with the Company, the “Loan Parties”) provided to the administrative agent, for the benefit of the lenders, guaranty of payment. As a result, the obligations of the Company under the Credit Agreement are guaranteed by the Loan Parties’ material U.S. subsidiaries, and secured by a first priority security interest in substantially all of the existing and future personal property of the Loan Parties, certain material real property of the Loan Parties and certain of the Loan Parties’ material U.S. subsidiaries, including 65 % of the voting capital stock of certain of the Loan Parties’ direct foreign subsidiaries. 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. Pursuant to the terms of the Credit Agreement, the Company has agreed to pay to KeyBank, as administrative agent for the ratable account of the revolving lenders in consideration for their commitments in respect of the revolver, a commitment fee due quarterly in arrears and calculated based on the average unused amount of the facility (exclusive of swing line exposure), at a rate ranging from 0.2 % per annum to 0.3 % per annum, depending on the Company’s leverage ratio. Revolving loans borrowed under the Credit Agreement mature on September 1, 2028, and the commitments with respect to the revolver will automatically terminate on such date. The Credit Agreement contains customary representations and warranties, covenants and events of default. In addition, the Credit Agreement contains financial covenants that measure (i) the ratio of the Company’s total funded indebtedness, on a consolidated basis, less the aggregate amount of all unencumbered cash and cash equivalents, to the amount of the Company’s consolidated EBITDA (“Leverage Ratio”) and (ii) the ratio of the amount of the Company’s consolidated EBITDA to the Company’s consolidated fixed charges (“Fixed Charge Coverage Ratio”). If an event of default occurs, the lenders under the Credit Agreement would be entitled to take various actions, including the acceleration of amounts due thereunder and all actions permitted to be taken by a secured creditor. At December 31, 2025 , the Company was in compliance with its debt covenants, including its most restrictive covenant, t he Leverage Ratio. Scheduled principal payments of the total debt outstanding at December 31, 2025 are as follows (in thousands): 2026 $ - 2027 - 2028 197,500 Total long-term debt 197,500 Less: Current maturities of long-term debt - Noncurrent portion of long-term debt $ 197,500 12. ACCRUED EXPENSES Accrued expenses consist of the following: December 31, 2025 2024 Salaries, bonuses and related benefits $ 37,426 $ 32,478 Accrued restructuring costs 759 5,823 Sales commissions 2,375 2,616 Warranty accrual 1,245 1,554 Other 7,905 10,560 $ 49,710 $ 53,031 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. 66 Table of Contents Restructuring Activities : Activity and liability balances related to restructuring costs for the years ended December 31, 2024 and 2025 are as follows: 2024 2025 Liability at Cash Payments Liability at Cash Payments Liability at December 31, New and Other December 31, New Charges/ and Other December 31, 2023 Charges Settlements 2024 Other Adjustments Settlements 2025 Severance costs $ 1,551 $ 2,888 $ ( 3,163 ) $ 1,276 $ 2,442 $ ( 3,633 ) $ 85 Other restructuring costs 3,947 571 29 4,547 ( 3,119 ) ( 754 ) 674 Total $ 5,498 $ 3,459 $ ( 3,134 ) $ 5,823 $ ( 677 ) $ ( 4,387 ) $ 759 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, 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. 13. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Our primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and interest rate risk, when deemed appropriate. We enter into these contracts in the normal course of business to mitigate risks and not for speculative purposes. Foreign Currency Forward Contracts Under our risk management strategy, we periodically use foreign currency forward contracts to manage our short-term exposures to fluctuations in operational cash flows resulting from changes in foreign currency exchange rates. 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, 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. We held outstanding foreign currency forward contracts with notional amounts of $ 49.6 m illion and $ 14.2 million as of December 31, 2025 and 2024 , respectively. The Company's foreign currency forward contracts related to the Chinese renminbi 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 consolidated statement of operations within cost of goods sold in the period in which the hedged transaction affects earnings. 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 (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. 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. 67 Table of Contents Fair Values of Derivative Financial Instruments See Note 6, " Fair Value Measurements" for the gross fair values of the Company's derivative assets and liabilities as of December 31, 2025 and 2024. Derivative Financial Instruments in Cash Flow Hedging Relationships The effects of derivative financial instruments designated as cash flow hedges on AOCL and on the consolidated statements of operations for the years ended December 31, 2025 , 2024 and 2023 were as follows: Year Ended December 31, 2025 2024 2023 Net gains (losses) recognized in AOCL: Foreign currency forward contracts $ 89 $ ( 184 ) $ ( 1,470 ) Interest rate swap agreements 11 1,178 689 $ 100 $ 994 $ ( 781 ) Net (losses) gains reclassified from AOCL to the consolidated statement of operations: Foreign currency forward contracts $ ( 21 ) $ ( 466 ) $ ( 537 ) Interest rate swap agreements 1,835 2,407 2,268 $ 1,814 $ 1,941 $ 1,731 T he losses related to the foreign currency forward contracts are in cluded as a component of currency translation adjustment on the accompanying consolidated statements of comprehensive income at December 31, 2025 , 2024 and 2023 . Derivative Financial Instruments Not Designated as Hedging Instruments Gains recognized on derivative financial instruments not designated as hedging instruments in our consolidated statements of operations for the years ended December 31, 2025 , 2024 and 2023 were as follows: Year Ended December 31, Classification in Consolidated Statements of Operations 2025 2024 2023 Foreign currency forward contracts Other income (expense), net $ 1,358 $ 74 $ 150 $ 1,358 $ 74 $ 150 14. SEGMENTS 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: Power Solutions and Protection Segment : This segment includes internal and external AC/DC power supplies, DC/DC converters and DC/AC inverters utilized in defense, commercial aerospace, industrial, networking and consumer applications. Bel circuit protection products include board level fuses (miniature, micro and surface mount), and Polymeric PTC (Positive Temperature Coefficient) devices, designed for the global electronic and telecommunication markets. Connectivity Solutions Segment : This segment includes high speed and harsh environment copper and optical fiber connectors and integrated assemblies, providing connectivity solutions within the commercial aerospace, military communications, defense, network infrastructure, structured building cabling and several industrial applications. Magnetic Solutions Segment: This segment includes the Company’s ICM products, which integrate RJ45 connectors with discrete magnetic components to provide better performance and a more robust device, substantially reducing board space and optimizing performance. This segment also includes Power Transformers for use in a wide array of applications, including industrial instrumentation, alarm and security systems, motion control, elevators, and medical products. There are no intercompany sales between the segments. 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. The CODM uses segment gross profit to make commercial and operational related decisions across the business and when evaluating capital deployment opportunities. In accordance with ASU 2023 - 07, the Company has elected to disclose gross profit as its required measure of segment profit and loss since it represents the measure of segment performance that is most consistent with U.S. GAAP measurement principles. 68 Table of Contents The following is a summary of key financial data for each of the three years ended December 31, 2025 , 2024 and 2023 . In addition to total segment revenues and segment gross profit, the CODM’s quarterly reporting package also includes cost of sales in arriving at the disclosed measure of profitability. The Company has determined that cost of sales is a significant segment expense and is therefore included in the financial data disclosure tables below. Year Ended December 31, 2025 Power Solutions Connectivity Magnetic Corporate/ and Protection Solutions Solutions Other Total Net sales $ 356,805 $ 232,286 $ 86,364 $ - $ 675,455 Cost of sales 204,414 142,422 62,561 1,640 411,037 Gross profit 152,391 89,864 23,803 ( 1,640 ) 264,418 Gross profit % 42.7 % 38.7 % 27.6 % nm 39.1 % Other Segment Disclosures: Total Assets $ 633,801 $ 183,249 $ 54,144 $ 64,006 $ 935,200 Capital Expenditures 5,109 6,442 326 125 12,002 Depreciation and Amortization Expense 18,012 7,034 970 576 26,592 Interest Expense 263 3 - 14,485 14,751 Year Ended December 31, 2024 Power Solutions Connectivity Magnetic Corporate/ and Protection Solutions Solutions Other Total Net sales $ 245,551 $ 220,370 $ 68,871 $ - $ 534,792 Cost of sales 141,425 138,606 51,418 985 332,434 Gross profit 104,126 81,764 17,453 ( 985 ) 202,358 Gross profit % 42.4 % 37.1 % 25.3 % nm 37.8 % Other Segment Disclosures: Total assets $ 654,131 $ 177,443 $ 51,415 $ 66,800 $ 949,789 Capital expenditures 5,446 7,908 281 473 14,108 Depreciation and amortization expense 8,284 6,853 819 501 16,457 Interest expense 1,327 68 - 2,683 4,078 Year Ended December 31, 2023 Power Solutions Connectivity Magnetic Corporate/ and Protection Solutions Solutions Other Total Net sales $ 314,105 $ 210,572 $ 115,136 $- $ 639,813 Cost of sales 194,364 138,541 89,822 1,237 423,964 Gross profit 119,741 72,031 25,314 ( 1,237 ) 215,849 Gross profit % 38.1 % 34.2 % 22.0 % nm 33.7 % Other Segment Disclosures: Total assets $ 222,068 $ 197,045 $ 47,900 $ 104,618 $ 571,631 Capital expenditures 4,563 7,384 160 19 12,126 Depreciation and amortization expense 5,280 6,152 1,094 786 13,312 Interest expense - - - 2,850 2,850 69 Table of Contents Entity-Wide Information The following is a summary of entity-wide information related to the Company's net sales to external customers by geographic area and by major product line. Such information attributes net sales based on markets where revenues are reported. Years Ended December 31, 2025 2024 2023 Net Sales by Geographic Location: United States $ 447,367 $ 362,118 $ 447,793 People's Republic of China (PRC) 52,323 23,394 43,109 Macao - 25,130 35,026 United Kingdom 37,071 35,915 25,648 Slovakia 32,172 33,228 35,555 Germany 14,717 15,268 17,327 India 8,846 10,635 15,365 Switzerland 15,747 15,594 11,237 Israel 62,348 8,227 - All other foreign countries 4,864 5,283 8,753 Consolidated net sales 675,455 534,792 639,813 Net Sales by Major Product Line: Power solutions and protection $ 356,805 $ 245,551 $ 314,105 Connectivity solutions 232,286 220,370 210,572 Magnetic solutions 86,364 68,871 115,136 Consolidated net sales $ 675,455 $ 534,792 $ 639,813 The following is a summary of long-lived assets by geographic area as of December 31, 2025 and 2024 : December 31, 2025 2024 Long-lived Assets by Geographic Location: United States $ 50,836 $ 40,840 People's Republic of China (PRC) 13,701 23,942 Slovakia 6,666 6,553 Israel 3,687 4,125 United Kingdom 3,314 3,001 All other foreign countries 3,737 4,057 Consolidated long-lived assets $ 81,941 $ 82,518 Long-lived assets consist of property, plant and equipment, net and other assets of the Company that are identified with the operations of each geographic area. The territory of Hong Kong became a Special Administrative Region ("SAR") of the PRC in the middle of 1997. The territory of Macao became a SAR of the PRC at the end of 1999. Management cannot presently predict what future impact the current status of these territories, along with evolving political landscape in the region, will have on the Company, if any, or how the political climate in the PRC will affect the Company's contractual arrangements in the PRC (including risks arising out of any changes in governmental and economic policy, such as increased or new tariffs, and current or additional trade restrictions, and the potential for adverse developments arising out of any political or economic instability related to Hong Kong or Taiwan). A significant portion of the Company's manufacturing operations and approximately 32.0 % of its identifiable assets are located in Asia. Net Sales to Major Customers 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. 70 Table of Contents 15. RETIREMENT FUND AND PROFIT SHARING PLAN The Company maintains the Bel Fuse Inc. Employees' Savings Plan, a defined contribution plan that is intended to meet the applicable requirements for tax-qualification under sections 401 (a) and (k) of the Internal Revenue Code of 1986, as amended (the "Code"). The Employees' Savings Plan allows eligible employees to voluntarily contribute a percentage of their eligible compensation, subject to Code limitations, which contributions are matched by the Company in an amount equal to 100 % of the first 1% of compensation contributed by participants, and 50 % of the next 5% of compensation contributed by participants. The Company's matching contribution is made in the form of Bel Fuse Inc. Class A common stock. Prior to January 1, 2012, the Company's matching and profit sharing contributions were made in the form of shares of Bel Fuse Inc. Class A and Class B common stock. 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. The Company also maintains a Nonqualified Deferred Compensation Plan (the "DCP"). With certain exceptions, the Company's contributions to the DCP are discretionary and become fully vested by the participants upon reaching age 65 . 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 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. The Company's subsidiaries in Asia have a retirement fund covering substantially all of their Hong Kong based full-time employees. Eligible employees contribute up to 5 % of salary to the fund. In addition, the Company must contribute a minimum of 5 % of eligible salary, as determined by Hong Kong government regulations. The Company currently contributes 7 % of eligible salary in cash. 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. The SERP initially became effective in 2002 and was amended and restated in April 2007 to conform with applicable requirements of Section 409A of the Internal Revenue Code and to modify the provisions regarding benefits payable in connection with a change in control of the Company. The Plan is unfunded. Benefits under the SERP are payable from the general assets of the Company, but the Company has established a rabbi trust which includes certain life insurance policies in effect on participants as well as other investments to partially cover the Company's obligations under the Plan. See Note 7, " Other Assets ," for further information on these assets. The benefits available under the SERP vary according to when and how the participant terminates employment with the Company. If a participant retires (with the prior written consent of the Company) on his normal retirement date ( 65 years old, 20 years of service, and 5 years of Plan participation), his normal retirement benefit under the Plan would be annual payments equal to 40 % of his average base compensation (calculated using compensation from the highest five consecutive calendar years of Plan participation), payable in monthly installments for the remainder of his life. If a participant retires early from the Company ( 55 years old, 20 years of service, and five years of Plan participation), his early retirement benefit under the Plan would be an amount (i) calculated as if his early retirement date were in fact his normal retirement date, (ii) multiplied by a fraction, with the numerator being the actual years of service the participant has with the Company and the denominator being the years of service the participant would have had if he had retired at age 65, and (iii) actuarially reduced to reflect the early retirement date. If a participant dies prior to receiving 120 monthly payments under the Plan, his beneficiary would be entitled to continue receiving benefits for the shorter of (i) the time necessary to complete 120 monthly payments or (ii) 60 months. If a participant dies while employed by the Company, his beneficiary would receive, as a survivor benefit, an annual amount equal to (i) 100 % of the participant's annual base salary at date of death for one year, and (ii) 50 % of the participant's annual base salary at date of death for each of the following four years, each payable in monthly installments. 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, 2025 , 2024 and 2023 amounted to $ 1.1 million, $ 1.4 million and $ 1.3 million, respectively. Net Periodic Benefit Cost The net periodic benefit cost related to the SERP consisted of the following components during the years ended December 31, 2025 , 2024 and 2023 : Years Ended December 31, 2025 2024 2023 Service Cost $ 284 $ 395 $ 369 Interest Cost 961 903 886 Net amortization ( 141 ) 79 71 Net periodic benefit cost $ 1,104 $ 1,377 $ 1,326 The service cost component of net benefit cost is presented within cost of sales or selling, general and administrative expense on the accompanying consolidated statements of operations, in accordance with where compensation cost for the related associate is reported. All other components of net benefit cost, including interest cost and net amortization noted above, are presented within other income/expense, net in the accompanying consolidated statements of operations. 71 Table of Contents Obligations and Funded Status Summarized information related to the SERP about the changes in Plan assets and benefit obligation, the funded status and the amounts recorded at December 31, 2025 and 2024 are as follows: Years Ended December 31, 2025 2024 Fair value of Plan assets, January 1 $ - $ - Company contributions 1,012 775 Benefits paid ( 1,012 ) ( 775 ) Fair value of Plan assets, December 31 $ - $ - Benefit obligation, January 1 $ 18,039 $ 19,484 Service cost 284 395 Interest cost 961 903 Benefits paid ( 1,012 ) ( 775 ) Actuarial loss (gain) 639 ( 1,968 ) Benefit obligation, December 31 $ 18,911 $ 18,039 Underfunded status, December 31 $ ( 18,911 ) $ ( 18,039 ) 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 $ 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 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. The following benefit payments, which reflect expected future service, are expected to be paid: Years Ending December 31, 2026 $ 1,143 2027 1,212 2028 1,304 2029 1,319 2030 1,360 2031 - 2035 7,379 The following gross amounts are recognized net of tax in accumulated other comprehensive loss: December 31, 2025 2024 2023 Prior service cost $ 55 $ 132 $ 212 Net loss ( 3,085 ) ( 3,303 ) ( 1,336 ) $ ( 3,030 ) $ ( 3,171 ) $ ( 1,124 ) Actuarial Assumptions The weighted average assumptions used in determining the periodic net cost and benefit obligation information related to the SERP are as follows: Years Ended December 31, 2025 2024 2023 Net periodic benefit cost: Discount rate 5.50 % 4.75 % 5.00 % Rate of compensation increase 2.50 % 2.50 % 2.50 % Benefit obligation: Discount rate 5.25 % 5.50 % 4.75 % Rate of compensation increase 2.50 % 2.50 % 2.50 % 72 Table of Contents 16. 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 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. The 2020 Equity Compensation Plan provides for the issuance of 1.0 million shares of the Company's Class B common stock. At December 31, 2025 , 356,889 shares remained available for future issuance under the 2020 Equity Compensation Plan. The Company records compensation expense in its consolidated statements of operations related to employee stock-based options and awards. The aggregate pretax compensation cost recognized for stock-based compensation amounted to approximately $ 6.8 million, $ 3.7 million and $ 3.5 million for 2025 , 2024 and 2023 , respectively, and related solely to restricted stock awards. The Company did not use any cash to settle any equity instruments granted under share-based arrangements dur ing 2025 and 2024 . At December 31, 2025 and 2024 , the only instruments issued and outstanding under the Program related to restricted stock awards. Restricted Stock Awards The Company provides common stock awards to certain officers, directors and key employees. The Company grants these awards, at its discretion, from the shares available under the Program. Unless otherwise provided at the date of grant or unless subsequently accelerated, effective January 1, 2024, shares awarded are typically earned in one - third increments on the first, second and third anniversaries of the award and are distributed provided the employee has remained employed by the Company through such anniversary date; otherwise the unearned shares are forfeited. Prior to January 1, 2024, shares awarded were typically earned in 25 % increments on the second, third, fourth and fifth anniversaries of the award. The market value of these shares at the date of award is recorded as compensation expense on the straight-line method over the applicable vesting period from the respective award dates utilizing an estimated annual forfeiture rate of 5 %. 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: Restricted Stock Awards Shares Weighted Average Award Price Weighted Average Remaining Contractual Term (In Years) Outstanding at January 1, 2025 389,110 $ 34.31 2.6 Granted 128,462 76.66 Vested ( 151,620 ) 30.42 Forfeited ( 11,587 ) 39.49 Outstanding at December 31, 2025 354,365 $ 51.16 1.9 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 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 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. 17. COMMON STOCK Throughout 2025, 2024 and 2023, the Company declared cash dividends on a quarterly basis at a rate of $ 0.06 per Class A (voting) share of common stock and $ 0.07 per Class B (non-voting) share of common stock. The Company declared and paid cash dividends totaling $ 3.5 million in 2025, $ 3.5 million in 2024, and $ 3.5 million in 2023. There are no contractual restrictions on the Company's ability to pay dividends, provided that the Company is not in default under its credit agreement immediately before such payment and after giving effect to such payment. 73 Table of Contents 18. LEASES The Company has operating leases for its facilities used for manufacturing, research and development, sales and administration. There are also operating and finance leases related to manufacturing equipment, office equipment and vehicles. These leases have remaining lease terms ranging from 1 year to 9 years. Certain of the leases contain options to extend the term of the lease and certain of the leases contain options to terminate the lease within a specified period of time. These options to extend or terminate a lease are included in the lease term only when it is reasonably likely that the Company will elect that option. The Company is not a party to any material sublease arrangements. The components of lease expense, which are included in cost of sales, research and development costs, and selling, general and administrative expense, based on the underlying use of the ROU asset, were as follows: Year Ended December 31, 2025 2024 2023 Amortization of ROU assets - finance leases $ 415 $ 819 $ 491 Interest on lease liabilities - finance leases 83 190 121 Operating lease cost (cost resulting from lease payments) 9,997 9,441 8,127 Short-term lease cost 361 57 207 Variable lease cost (cost excluded from lease payments) 1,302 1,218 397 Total lease cost $ 12,158 $ 11,725 $ 9,343 Supplemental cash flow information related to leases is as follows: Year Ended December 31, 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,063 $ 9,099 $ 8,090 Operating cash flows from finance leases 83 190 121 Finance cash flows from finance leases 418 790 527 Right-of-use assets obtained in exchange for lease obligations: Operating leases 4,763 6,870 5,999 Finance leases 83 1,309 199 Supplemental balance sheet information related to leases was as follows: 2025 2024 Operating Leases: Operating lease right-of-use assets $ 22,868 $ 25,125 Operating lease liability, current 8,029 7,954 Operating lease liability, long-term 15,867 17,763 Total operating lease liabilities $ 23,896 $ 25,717 Finance Leases: Property, plant and equipment, gross $ 2,933 $ 2,596 Accumulated depreciation ( 1,768 ) ( 1,185 ) Property, plant and equipment, net $ 1,165 $ 1,411 Other current liabilities $ 423 $ 374 Other long-term liabilities 838 1,054 Total finance lease liabilities $ 1,261 $ 1,428 2025 2024 2023 Weighted-Average Remaining Lease Term: Operating leases (in years) 4.0 4.5 4.3 Finance leases (in years) 3.1 3.9 4.3 Weighted-Average Discount Rate: Operating leases 6.0 % 6.0 % 6.0 % Finance leases 6.0 % 6.0 % 6.0 % Our discount rate is based on our incremental borrowing rate, as adjusted based on the geographic regions in which our lease assets are located. 74 Table of Contents Maturities of lease liabilities were as follows as of December 31, 2025 : Year Ending Operating Finance December 31, Leases Leases 2026 $ 9,203 $ 492 2027 6,151 400 2028 4,743 347 2029 2,718 104 2030 1,696 34 Thereafter 2,434 - Total undiscounted cash flows 26,945 1,377 Less imputed interest ( 3,049 ) ( 116 ) Present value of lease liabilities $ 23,896 $ 1,261 19. COMMITMENTS AND CONTINGENCIES Other Commitments The Company submits purchase orders for raw materials to various vendors throughout the year for current production requirements, as well as forecasted requirements. Certain of these purchase orders relate to special purpose material and, as such, the Company may incur penalties if an order is cancelled. The Company had outstanding purchase orders related to raw materials in the amount of $ 81.5 million and $ 82.2 million at December 31, 2025 and December 31, 2024 , respectively. The Company also had outstanding purchase orders related to capital expenditures in the amount of $ 2.0 million and $ 4.6 million at December 31, 2025 and December 31, 2024 , respectively. Legal Proceedings The Company is party to a number of legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material adverse effect on the Company's consolidated results of operations or consolidated financial position. On June 23, 2021, a patent infringement lawsuit styled Bel Power Solutions, Inc. v. Monolithic Power Systems, Inc. , Case Number 6:21cv00655, was filed in the United States District Court for the Western District of Texas (Waco Division) by Bel Power Solutions, Inc. against Monolithic Power Systems, Inc. ("MPS") for infringement of various patents directed towards systems, methods and articles of manufacture that provide a substantial improvement in power control for circuits, including novel and unique point-of-load regulators. On July 27, 2023, the Western District of Texas court filed an Order granting MPS’s motion for summary judgment of non-infringement. The Court’s memorandum and opinion is forthcoming. The Company is evaluating its options for appeal. In connection with the Company's 2014 acquisition of the Power-One Power Solutions business ("Power Solutions") of ABB Ltd. ("ABB"), there is an ongoing claim by the Arezzo Revenue Agency in Italy concerning certain tax matters related to what was then Power-One Asia Pacific Electronics Shenzhen Co. Ltd. (now Bel Power Solutions Asia Pacific Electronics Shenzhen Co. Ltd, or “BPS China”) for the years 2004 to 2006. In September 2012, the Tax Court of Arezzo ruled in favor of BPS China and cancelled the claim. In February 2013, the Arezzo Revenue Agency filed an appeal of the Tax Court’s ruling. The hearing of the appeal was held on October 2, 2014. On October 13, 2014, BPS China was informed of the Regional Tax Commission of Florence ruling which was in favor of the Arezzo Revenue Agency and against BPS China. An appeal was filed on July 18, 2015 before the Regional Tax Commission of Florence and rejected. On December 5, 2016, the Arezzo Revenue Agency filed an appeal with the Supreme Court and BPS China filed a counter-appeal on January 4, 2017. The Supreme Court rendered a judgment against BPS China in March 2024 . BPS China filed an appeal in July 2024 . The estimated liability related to this matter is approximately $ 12.0 million and has been included as a liability for uncertain tax positions on the accompanying consolidated balance sheets at December 31, 2025 and 2024. As Bel is fully indemnified in this matter per the terms of the stock purchase agreement with ABB, a corresponding other asset for indemnification is also included in other assets on the accompanying consolidated balance sheets at December 31, 2025 and 2024. In connection with the Company's 2021 acquisition of EOS Power ("EOS"), there is an ongoing claim asserted with respect to EOS by the Principal Commissioner of Customs (Preventive), Mumbai related to customs duties and imposed fines and penalties dating back to 1994. The original demand was in the amount of approximately $ 1.4 million, of which EOS has paid $ 0.5 million. EOS filed an Appeal in 2016 which is pending with the Customs, Excise and Service Tax Appellate Tribunal in Mumbai related to the $ 0.9 million balance of the original demand net of EOS' payment. As part of the EOS acquisition agreement entered into in March 2021, the Company is entitled to be indemnified for this matter for a period of 7 years from the acquisition date. The Company is unable to determine at this time what amount, if any, may ultimately be due in connection with this claim. As such, no estimate was accrued as of December 31, 2025. The Company is not a party to any other legal proceeding, the adverse outcome of which is likely to have a material adverse effect on the Company's consolidated financial condition or consolidated results of operations. 75 Table of Contents 20. ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss as of December 31, 2025 and 2024 are summarized below: December 31, 2025 2024 Foreign currency translation adjustment, net of taxes of ($ 312 ) at December 31, 2025 and ($ 312 ) at December 31, 2024 $ ( 19,490 ) $ ( 21,966 ) Unrealized holding gains on interest rate swap cash flow hedge, net of taxes of $ 0 at December 31, 2025 and $ 0 at December 31, 2024 906 2,729 Unrealized holding gains on marketable securities, net of taxes of ($ 7 ) at December 31, 2025 and ($ 7 ) at December 31, 2024 21 21 Unfunded SERP liability, net of taxes of $ 1,003 at December 31, 2025 and $ 1,183 at December 31, 2024 1,389 1,989 Accumulated other comprehensive loss $ ( 17,174 ) $ ( 17,227 ) Changes in accumulated other comprehensive (loss) income by component during the years ended December 31, 2025 , 2024 and 2023 are as follows. All amounts are net of tax. Foreign Currency Translation Adjustment Unrealized Gains (Losses) on Interest Rate Swap Cash Flow Hedge Unrealized Holding Gains (Losses) on Marketable Securities Unfunded SERP Liability Total Balance at January 1, 2023 $ (23,107 ) $ 5,539 $ 18 $ 1,004 $ (16,546 ) Other comprehensive income (loss) before reclassifications 7,221 ( 1,579 ) 1 ( 542 ) 5,101 Amounts reclassified from accumulated other comprehensive income (loss) ( 537 ) - - ( 55 ) (a) ( 592 ) Net current period other comprehensive income (loss) 6,684 ( 1,579 ) 1 ( 597 ) 4,509 Balance at December 31, 2023 (16,423 ) 3,960 19 407 (12,037 ) Other comprehensive income (loss) before reclassifications ( 5,077 ) ( 1,231 ) 2 1,644 ( 4,662 ) Amounts reclassified from accumulated other comprehensive income (loss) ( 466 ) - - ( 62 ) (a) ( 528 ) Net current period other comprehensive income (loss) ( 5,543 ) ( 1,231 ) 2 1,582 ( 5,190 ) Balance at December 31, 2024 (21,966 ) 2,729 21 1,989 (17,227 ) Other comprehensive income (loss) before reclassifications 2,497 ( 1,823 ) - ( 710 ) ( 36 ) Amounts reclassified from accumulated other comprehensive income (loss) ( 21 ) - - 110 (a) 89 Net current period other comprehensive income (loss) 2,476 ( 1,823 ) - ( 600 ) 53 Balance at December 31, 2025 $ ( 19,490 ) $ 906 $ 21 $ 1,389 $ ( 17,174 ) (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 income (expense), net on the accompanying consolidated statement of operations. 76 Table of Contents BEL FUSE INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Amounts in thousands) Additions Balance at Balance beginning Charged to costs Charged to other Deductions at end Description of period and expenses accounts (b) (a) of period Year Ended December 31, 2025 Allowance for doubtful accounts $ 1,336 $ 5 $ ( 615 ) $ ( 55 ) $ 671 Allowance for excess and obsolete inventory $ 14,465 $ 5,825 $ 3,243 $ ( 5,518 ) $ 18,015 Deferred tax assets - valuation allowances $ 1,844 $ 390 $ - $ ( 177 ) $ 2,057 Year Ended December 31, 2024 Allowance for doubtful accounts $ 1,388 $ ( 54 ) $ ( 1 ) $ 3 $ 1,336 Allowance for excess and obsolete inventory $ 13,655 $ 1,383 $ 406 $ ( 979 ) $ 14,465 Deferred tax assets - valuation allowances $ 2,009 $ 811 $ - $ ( 976 ) $ 1,844 Year Ended December 31, 2023 Allowance for doubtful accounts $ 1,552 $ ( 146 ) $ 203 $ ( 221 ) $ 1,388 Allowance for excess and obsolete inventory $ 14,451 $ 3,484 $ ( 2,461 ) $ ( 1,819 ) $ 13,655 Deferred tax assets - valuation allowances $ 4,026 $ 279 $ - $ ( 2,296 ) $ 2,009 (a) Write-offs (b) Includes foreign currency translation adjustments 77 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.