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BELDEN INC.

For the period ended Sep 27, 2026. Filed Oct 29, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2026 · Filed Oct 29, 2026

BDC$97.83+1.6%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

September 27, 2026December 31, 2025
(Unaudited)
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents$380,706$389,887
Receivables, net684,350462,845
Inventories, net555,071402,345
Other current assets113,37594,303
Total current assets1,733,5021,349,380
Property, plant and equipment, less accumulated depreciation609,076566,020
Operating lease right-of-use assets132,012113,033
Goodwill2,030,9371,036,821
Intangible assets, less accumulated amortization1,378,494399,799
Deferred income taxes16,65114,512
Other long-lived assets66,54364,056
$5,967,215$3,543,621
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$398,844$361,432
Accrued liabilities533,972336,067
Current maturities of long-term debt18,500—
Total current liabilities951,316697,499
Long-term debt3,031,9101,285,666
Postretirement benefits57,77963,598
Deferred income taxes274,26198,060
Long-term operating lease liabilities113,69094,372
Other long-term liabilities146,26740,002
Stockholders’ equity:
Common stock503503
Additional paid-in capital887,034867,457
Retained earnings1,507,8821,405,572
Accumulated other comprehensive loss(72,833)(97,204)
Treasury stock(930,594)(911,904)
Total stockholders’ equity1,391,9921,264,424
$5,967,215$3,543,621

-1-

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In thousands, except per share data)
Revenues$965,954$698,221$2,412,486$1,995,074
Cost of sales(627,204)(435,023)(1,522,024)(1,227,468)
Gross profit338,750263,198890,462767,606
Selling, general and administrative expenses(211,959)(139,415)(498,438)(402,859)
Research and development expenses(55,220)(33,859)(117,023)(96,216)
Amortization of intangibles(54,807)(13,636)(81,018)(40,381)
Operating income16,76476,288193,983228,150
Interest expense, net(41,802)(11,562)(68,860)(33,866)
Non-operating pension cost(496)(398)(1,408)(1,203)
Loss on debt extinguishment—(76)(1,273)(76)
Income (loss) before taxes(25,534)64,252122,442193,005
Income tax benefit (expense)14,183(7,562)(14,230)(23,372)
Net income (loss)$(11,351)$56,690$108,212$169,633
Weighted average number of common shares and equivalents:
Basic39,08039,51638,95239,728
Diluted39,08040,13739,37440,324
Basic income (loss) per share$(0.29)$1.43$2.78$4.27
Diluted income (loss) per share$(0.29)$1.41$2.75$4.21
Comprehensive income (loss)$(13,000)$48,064$132,583$83,961
Common stock dividends declared per share$0.05$0.05$0.15$0.15

-2-

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

Nine Months Ended
September 27, 2026September 28, 2025
(In thousands)
Cash flows from operating activities:
Net income$108,212$169,633
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization146,94095,414
Share-based compensation29,28122,613
Loss on debt extinguishment1,273—
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables(79,039)(36,689)
Inventories(1,508)(40,334)
Accounts payable17,395(15,128)
Accrued liabilities28,197(7,357)
Income taxes(19,910)(1,492)
Other assets(4,634)(3,796)
Other liabilities13,99311,612
Net cash provided by operating activities240,200194,476
Cash flows from investing activities:
Cash from (used for) business acquisitions(1,869,631)7,744
Capital expenditures(132,863)(97,034)
Proceeds from disposal of tangible assets107168
Net cash used for investing activities(2,002,387)(89,122)
Cash flows from financing activities:
Borrowings under credit arrangements2,432,63050,000
Proceeds from issuance of common stock13,61311,628
Payments under financing lease obligations(1,508)(1,341)
Cash dividends paid(5,870)(6,000)
Withholding tax payments for share-based payment awards(18,786)(20,514)
Payments under share repurchase program, including excise tax(31,806)(150,967)
Debt issuance costs paid(47,545)(3,178)
Payments under borrowing arrangements(585,860)(50,000)
Net cash provided by (used for) financing activities1,754,868(170,372)
Effect of foreign currency exchange rate changes on cash and cash equivalents(1,862)8,973
Decrease in cash and cash equivalents(9,181)(56,045)
Cash and cash equivalents, beginning of period389,887370,302
Cash and cash equivalents, end of period$380,706$314,257

-3-

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENTS

Additional · AccumulatedOther
Common Stock · Paid-In · Retained · Treasury Stock · Comprehensive
SharesAmountCapitalEarningsSharesAmountIncome (Loss)Total
(In thousands)
Balance at December 31, 202550,335$503$867,457$1,405,572(11,388)$(911,904)$(97,204)$1,264,424
Net income———51,027———51,027
Other comprehensive income, net of tax——————1,4891,489
Common stock issuance——2,999—471,697—4,696
Retirement Savings Plan stock contributions——1,235—181,010—2,245
Exercise of stock options, net of tax withholding forfeitures——(414)—591—(323)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(17,718)—179341—(17,377)
Share repurchase including excise tax————(260)(30,381)—(30,381)
Share-based compensation——9,161————9,161
Common stock dividends ($0.05 per share)———(1,960)———(1,960)
Balance at March 29, 202650,335$503$862,720$1,454,639(11,399)$(939,146)$(95,715)$1,283,001
Net income———68,536———68,536
Other comprehensive income, net of tax——————24,53124,531
Retirement Savings Plan stock contributions——1,098—191,145—2,243
Exercise of stock options, net of tax withholding forfeitures——(28)——9—(19)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(1,649)—21836—(813)
Share-based compensation——9,042————9,042
Common stock dividends ($0.05 per share)———(1,967)———(1,967)
Balance at June 28, 202650,335$503$871,183$1,521,208(11,359)$(937,156)$(71,184)$1,384,554
Net loss———(11,351)———(11,351)
Other comprehensive loss, net of tax——————(1,649)(1,649)
Common stock issuance——3,729—905,187—8,916
Retirement Savings Plan stock contributions——1,344—231,328—2,672
Exercise of stock options, net of tax withholding forfeitures——(226)—320—(206)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(74)—127—(47)
Share-based compensation——11,078————11,078
Common stock dividends ($0.05 per share)———(1,975)———(1,975)
Balance at September 27, 202650,335$503$887,034$1,507,882(11,242)$(930,594)$(72,833)$1,391,992

-4-

Additional · AccumulatedOther
Common Stock · Paid-In · Retained · Treasury Stock · Comprehensive
SharesAmountCapitalEarningsSharesAmountLossTotal
(In thousands)
Balance at December 31, 202450,335$503$839,755$1,176,036(10,124)$(718,026)$(3,532)$1,294,736
Net income———51,937———51,937
Other comprehensive loss, net of tax——————(37,150)(37,150)
Common stock issuance——2,083—481,735—3,818
Retirement Savings Plan stock contributions——1,454—20705—2,159
Exercise of stock options, net of tax withholding forfeitures——(445)—6(198)—(643)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(10,058)—162(2,970)—(13,028)
Share repurchase including excise tax————(810)(85,074)—(85,074)
Share-based compensation——7,776————7,776
Common stock dividends ($0.05 per share)———(2,024)———(2,024)
Balance at March 30, 202550,335$503$840,565$1,225,949(10,698)$(803,828)$(40,682)$1,222,507
Net income———61,006———61,006
Other comprehensive loss, net of tax——————(39,896)(39,896)
Retirement Savings Plan stock contributions——1,391—21737—2,128
Exercise of stock options, net of tax withholding forfeitures——(272)—5(1)—(273)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(779)—20566—(213)
Share repurchase including excise tax————(153)(15,616)—(15,616)
Share-based compensation——6,827————6,827
Common stock dividends ($0.05 per share)———(1,995)———(1,995)
Balance at June 29, 202550,335$503$847,732$1,284,960(10,805)$(818,142)$(80,578)$1,234,475
Net income———56,690———56,690
Other comprehensive loss, net of tax——————(8,626)(8,626)
Common stock issuance——4,905—812,904—7,809
Retirement Savings Plan stock contributions——1,716—20711—2,427
Exercise of stock options, net of tax withholding forfeitures——(449)—8(181)—(630)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(3,235)—44(2,492)—(5,727)
Share repurchase including excise tax————(387)(50,317)—(50,317)
Share-based compensation——8,010————8,010
Common stock dividends ($0.05 per share)———(1,984)———(1,984)
Balance at September 28, 202550,335$503$858,679$1,339,666(11,039)$(867,517)$(89,204)$1,242,127

-5-

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation. The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2025:

Are prepared from the books and records without audit, and

Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but

Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2025 Annual Report on Form 10-K.

Business Description

Belden is a leading global supplier of complete connection solutions that unlock untold possibilities for our customers, their customers and the world. We advance ideas and technologies that enable a safer, smarter and more prosperous future. Throughout our 120-plus year history we have evolved as a company, but making connections remains our purpose. We sell our products to distributors, end-users, installers, and directly to original equipment manufacturers (OEMs). We have manufacturing and other operating facilities in the U.S., Canada, China, India, Mexico, Tunisia, and various countries in Europe.

Effective January 1, 2026, we realigned our organizational structure, moving to a unified functional operating model designed to accelerate our solutions-first strategy, enhance operational agility, and capitalize on the increasing convergence of IT and OT. As a result of this organizational structure realignment, we are now a single reportable segment entity that is managed on a consolidated basis. Our chief operating decision maker is our President and Chief Executive Officer. He regularly reviews operating results and allocates resources on a consolidated basis. This new organizational structure enables us to drive our solutions transformation within key verticals, leveraging our combined offerings to solve customers' most pressing problems.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was March 29, 2026, the 88th day of our fiscal year 2026. Our fiscal second and third quarters each have 91 days. The nine months ended September 27, 2026 and September 28, 2025 included 270 and 271 days, respectively.

Fair Value Measurement

Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

As of and during the three and nine months ended September 27, 2026 and September 28, 2025, we utilized Level 1 inputs to determine the fair value of cash equivalents. We did not have any transfers between Level 1 and Level 2 fair value measurements during the three or nine months ended September 27, 2026 and September 28, 2025.

-6-

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. As of September 27, 2026, we did not have any such cash equivalents on hand. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes.

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable, the amounts of which are currently not material. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. Historically, these lawsuits have primarily involved claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a material adverse effect on our financial position, results of operations, or cash flow. As of September 27, 2026, we were party to standby letters of credit, surety bonds, and bank guaranties totaling $17.6 million, $16.8 million, and $6.8 million, respectively.

Revenue Recognition

We recognize revenue consistent with the principles as outlined in the following five step model: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) each performance obligation is satisfied. See Note 2.

Subsequent Events

We evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure.

Current Year Adoption of Accounting Pronouncements

None of the accounting pronouncements that became effective during 2026 had a material impact to our condensed consolidated financial statements or disclosures.

Pending Adoption of Recent Accounting Pronouncements

In November 2024, the FASB issued guidance to improve the disclosure of expenses in commonly presented expense captions. The new guidance requires a public entity to provide tabular disclosure, on an annual and interim basis, of amounts for the following expense categories: (1) purchases of inventory, (2) employee compensation, (3) depreciation and (4) intangible asset amortization, as included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement that contains any of the expense categories noted. Additionally, on an annual and interim basis, a qualitative description is required for amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The guidance also requires certain amounts that are currently required to be disclosed to be included in the same tabular disclosure as these disaggregation requirements. Furthermore, on an annual and interim basis, a public entity is required to separately disclose selling expenses and annually, disclose a description of the selling expenses. The guidance is effective for 2027 annual reporting, and in the first quarter of 2028 for interim reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. We will adopt the guidance when it becomes effective, in our 2027 annual reporting and each quarter thereafter, on a prospective basis.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software. ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the timing and method of adoption of ASU 2025-06.

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Note 2: Revenues

Revenues are recognized when control of the promised goods or services is transferred to our customers and in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Taxes collected from customers and remitted to governmental authorities are not included in our revenues. The following tables present our revenues disaggregated by market.

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In thousands)
Automation$444,343$381,308$1,268,118$1,098,092
Broadband169,651166,695481,968468,727
Smart Buildings184,161150,218494,601428,255
Wireless167,799—167,799—
Total Revenues$965,954$698,221$2,412,486$1,995,074

The following tables present our revenues disaggregated by geography, based on the location of the customer purchasing the product.

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In thousands)
Americas$641,355$468,388$1,604,739$1,345,230
EMEA188,083142,707485,850403,716
APAC136,51687,126321,897246,128
Total Revenues$965,954$698,221$2,412,486$1,995,074

We generate revenues primarily by selling products and delivering solutions that make the digital journey simpler, smarter, and secure. Most of our performance obligations related to the sale of products are satisfied at a point in time when control of the product is transferred to the customer, which generally occurs when the product has been shipped or delivered from our facility to our customers, the customer has legal title to the product, and we have a present right to payment for the product. We also consider any customer acceptance clauses in determining when control has transferred to the customer and typically, these clauses are not substantive.

We also generate revenues from providing support and professional services. We sell our products to distributors, end-users, installers, and directly to OEMs. At times, we enter into arrangements that involve the delivery of multiple performance obligations. For these arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price and recognized when or as each performance obligation is satisfied. Generally, we determine relative standalone selling price using the prices charged separately to customers on a standalone basis. Typically, payments are due after control transfers.

The amount of consideration we receive and revenue we recognize varies due to rebates, returns, and price adjustments. We estimate the expected rebates, returns, and price adjustments based on an analysis of historical experience, anticipated sales demand, and trends in product pricing. For example, our estimate of price adjustments is based on our historical price adjustments as a percentage of revenues and the average time between the original sale and the issuance of the price adjustment. We adjust our estimate of revenue for variable consideration at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed. We adjust other current assets and cost of sales for the estimated level of returns. Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three and nine months ended September 27, 2026 and September 28, 2025.

-8-

The following table presents estimated and accrued variable consideration:

September 27, 2026December 31, 2025
(in thousands)
Accrued rebates included in accrued liabilities$90,190$76,789
Accrued returns included in accrued liabilities35,22911,892
Price adjustments recognized against gross accounts receivable131,29933,258

Depending on the terms of an arrangement, we may defer the recognition of a portion of the consideration received because we have to satisfy a future performance obligation. Deferred revenue balances typically result from advance payments recognized from customers for product contracts or from billings in excess of revenue recognized on service arrangements. Consideration allocated to support services under a support and maintenance contract is typically paid in advance and recognized ratably over the term of the service. Consideration allocated to professional services is recognized when or as the services are performed depending on the terms of the arrangement. Our contract terms for support, maintenance, and professional services typically require payment within one year or less of when the services will be provided. As of September 27, 2026, total deferred revenue was $250.6 million, and of this amount, $135.7 million is expected to be recognized within the next twelve months, and the remaining $114.9 million is long-term and is expected to be recognized over a period greater than twelve months. During the nine months ended September 27, 2026, we recognized $24.4 million of revenue that was included in deferred revenue as of December 31, 2025. The following table presents deferred revenue activity during the three and nine months ended September 27, 2026 and September 28, 2025, respectively:

20262025
(In thousands)
Beginning balance at January 1$49,728$40,128
New deferrals19,03013,735
Revenue recognized(27,267)(10,420)
Balance at the end of Q1$41,491$43,443
New deferrals16,88916,225
Revenue recognized(15,787)(14,062)
Balance at the end of Q2$42,593$45,606
Acquisitions201,675—
New deferrals57,81817,812
Revenue recognized(51,479)(17,388)
Balance at the end of Q3$250,607$46,030

Service-type warranties represent $13.9 million of the deferred revenue balance at September 27, 2026, and of this amount $8.9 million is expected to be recognized in the next twelve months, and the remaining $5.0 million is long-term and will be recognized over a period greater than twelve months. As of September 27, 2026 and December 31, 2025, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets.

We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less. We capitalize sales commissions when the original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period. Capitalized sales commissions as of September 27, 2026 and December 31, 2025 were not material. The following table presents sales commissions that are recorded within selling, general and administrative expenses:

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In thousands)
Sales commissions$16,647$7,442$30,553$20,795

-9-

Note 3: Acquisitions

On July 1, 2026, we acquired certain entities that comprise Ruckus Networks (“Ruckus”) for $1,869.6 million, net of cash acquired, and accounted for it as a business combination. Ruckus, based in California, provides wireless networks for enterprises and service providers. Product offerings include indoor cellular solutions such as indoor and outdoor Wi-Fi and long-term evolution access points, access and aggregation switches; an Internet of Things suite, on-premises and cloud-based control and management systems; and software and software-as-a-service applications addressing security, location, reporting and analytics. The results of operations of Ruckus have been included in our results of operations from the acquisition date. To fund the purchase of Ruckus, we entered into a Term Loan Credit Facility on July 1, 2026. See Note 9.

The following table summarizes the estimated, preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Receivables$146,457
Inventory153,555
Other current assets14,563
Property, plant and equipment18,452
Intangible assets1,040,000
Goodwill1,000,819
Operating lease right-of-use assets26,699
Other long-lived assets4,299
Total assets acquired$2,404,844
Accounts payable$34,479
Accrued liabilities191,683
Deferred income taxes175,882
Long-term operating lease liabilities22,495
Other long-term liabilities110,673
Total liabilities assumed$535,212
Net assets$1,869,632

The above purchase price allocation is preliminary and subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of receivables, inventory, intangible assets, goodwill, deferred income taxes, and other assets and liabilities are subject to change. As of the date of this filing, a preliminary fair value for in process R&D has not been determined. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.

The preliminary fair value of acquired receivables is $146.5 million, which is equivalent to its gross contractual amount. The preliminary fair value of inventory was determined using the comparative sales method, which reduces the estimated selling price by the costs to sell and profit attributable to the remaining selling activities. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the preliminary fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations.

For purposes of the above allocation, we based our preliminary estimate of the fair values for intangible assets on valuation studies performed by a third party valuation firm. We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets (Level 3 valuation). Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. For tax purposes, the acquisition of the Ruckus entities is considered a nontaxable business combination, resulting in the recognition of deferred taxes based upon the fair market value of the book basis of net assets compared to carryover tax basis, exclusive of goodwill. Based on the nature of the transaction, our tax basis in the acquired goodwill iszero.

-10-

The intangible assets related to the acquisition consisted of the following:

Fair Value · Amortization Period
(In thousands) · (In years)
Intangible assets subject to amortization:
Developed technologies$800,0005.0
Customer relationships160,00015.0
Trademarks80,00020.0
Total intangible assets subject to amortization$1,040,000
Intangible assets not subject to amortization:
Goodwill$1,000,819n/a
Total intangible assets not subject to amortization$1,000,819
Total intangible assets$2,040,819
Weighted average amortization period7.7

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period and pattern of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.

Our consolidated revenues and consolidated income (loss) before taxes for the three and nine months ended September 27, 2026 included $167.8 million of revenues and a $63.1 million loss before taxes from Ruckus. The loss before taxes for Ruckus for the three and nine months ended September 27, 2026 included $56.3 million of non-cash cost of sales arising from the adjustment of inventory to fair value and $43.7 million of amortization of intangible assets.

The following table illustrates the unaudited pro forma effect on operating results as if the Ruckus acquisition had been completed as of January 1, 2025.

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In thousands, except per share data)
(Unaudited)
Revenues$965,954$876,734$2,763,529$2,514,730
Net income39,33924,48693,15225,809
Diluted income per share$1.00$0.61$2.37$0.64

For purposes of the pro forma disclosures, the three months ended September 28, 2025 includes nonrecurring expenses directly attributable to the business combination of $2.7 million for integration costs and the nine months ended September 28, 2025 includes $75.0 million and $25.7 million for inventory fair value adjustments and integration costs, respectively.

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been had we completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisition.

-11-

Note 4: Income per Share

The following table presents the basis for the income per share computations:

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In thousands)
Numerator:
Net income (loss)$(11,351)$56,690$108,212$169,633
Denominator:
Weighted average shares outstanding, basic39,08039,51638,95239,728
Effect of dilutive common stock equivalents—621422596
Weighted average shares outstanding, diluted39,08040,13739,37440,324

For the three and nine months ended September 27, 2026, diluted weighted average shares outstanding did not include outstanding equity awards of 0.5 million and 0.1 million, respectively, because they were anti-dilutive. For the three and nine months ended September 28, 2025, diluted weighted average shares outstanding did not include outstanding equity awards of 0.1 million and 0.1 million, respectively, because they were anti-dilutive.

In addition, for the three months ended September 27, 2026 and September 28, 2025, diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million and 0.2 million because the related performance conditions have not been satisfied. For both the nine months ended September 27, 2026 and September 28, 2025, diluted weighted average shares outstanding do not include outstanding equity awardsof 0.3 million because the related performance conditions have not been satisfied.

For purposes of calculating basic earnings per share, unvested restricted stock units are not included in the calculation of basic weighted average shares outstanding until all necessary conditions have been satisfied and issuance of the shares underlying the restricted stock units is no longer contingent. Necessary conditions are not satisfied until the vesting date, at which time holders of our restricted stock units receive shares of our common stock. For purposes of calculating diluted earnings per share, unvested restricted stock units are included to the extent that they are dilutive. In determining whether unvested restricted stock units are dilutive, each issuance of restricted stock units is considered separately. Once a restricted stock unit has vested, it is included in the calculation of both basic and diluted weighted average shares outstanding.

Note 5: Credit Losses

We are exposed to credit losses primarily through sales of products and services. Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible. Provisions and recoveries are included in selling, general and administrative expenses.

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The following table presents the activity in the trade receivables allowance for doubtful accounts for the three and nine months ended September 27, 2026 and September 28, 2025, respectively:

20262025
(In thousands)
Beginning balance at January 1$24,500$25,257
Current period provision83872
Fx impact91143
Recoveries collected(40)(146)
Write-offs(8,416)(674)
Q1 ending balance$16,973$24,652
Current period provision1,018373
Fx impact(87)219
Recoveries collected(58)(19)
Write-offs—(106)
Q2 ending balance$17,846$25,119
Current period provision903283
Fx impact2012
Recoveries collected(40)(32)
Write-offs(1)(708)
Q3 ending balance$18,728$24,674

Write-offs were primarily due to deterioration of certain customers' financial condition such that we determined the previously reserved balances to be uncollectible.

Note 6: Inventories

The following table presents the major classes of inventories as of September 27, 2026 and December 31, 2025, respectively:

September 27, 2026December 31, 2025
(In thousands)
Raw materials$251,461$238,417
Work-in-process57,75546,721
Finished goods323,948191,302
Gross inventories633,164476,440
Excess and obsolete reserves(78,093)(74,095)
Net inventories$555,071$402,345

Note 7: Leases

We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space; as well as vehicles and equipment. We make certain judgments in determining whether a contract contains a lease in accordance with ASU 2016-02. Our leases have remaining lease terms within 1 to 19 years; some of which include extension and termination options. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably certain as of the commencement date of the lease. We have a few short-term operating leases with terms less than twelve months - these leases are not recorded on our balance sheet and the overall rent expense is not material.

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We also have certain lease contracts that contain both lease and non-lease components. We have elected the practical expedient to account for these components together as a single, combined lease component. The rate implicit in most of our leases is not readily determinable. As a result, we utilize the incremental borrowing rate to determine the present value of the lease payments, which is unique to each leased asset, and is based upon the term of the lease, commencement date of the lease, local currency of the leased asset, and the credit rating of the legal entity leasing the asset.

Our lease agreements do not contain material residual value guarantees. Our variable lease expense was approximately $1.0 million and $0.8 million for the three months ended September 27, 2026 and September 28, 2025, respectively, and $2.4 million and $2.4 million for the nine months ended September 27, 2026 and September 28, 2025, respectively.

The components of lease expense were as follows:

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In thousands)
Operating lease cost$8,591$7,195$22,954$21,365
Finance lease cost
Amortization of right-of-use asset$444$417$1,292$1,320
Interest on lease liabilities262142501346
Total finance lease cost$706$559$1,793$1,666

Supplemental cash flow information related to leases was as follows:

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$6,345$5,310$17,341$15,740

Operating cash flows from finance leases were not material during the three and nine months ended September 27, 2026 and September 28, 2025.

Supplemental balance sheet information related to leases was as follows:

September 27, 2026December 31, 2025
(In thousands)
Operating leases:
Total operating lease right-of-use assets$132,012$113,033
Accrued liabilities$20,037$20,159
Long-term operating lease liabilities113,69094,372
Total operating lease liabilities$133,727$114,531

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September 27, 2026December 31, 2025
(In thousands)
Finance leases:
Other long-lived assets, at cost$13,393$13,565
Accumulated depreciation(4,984)(4,014)
Other long-lived assets, net$8,409$9,551
Accrued liabilities$2,103$1,987
Other long-term liabilities6,4227,914
Total finance lease liabilities$8,525$9,901
September 27, 2026December 31, 2025
Weighted Average Remaining Lease Term
Operating leases9 years10 years
Finance leases5 years5 years
Weighted Average Discount Rate
Operating leases6.0%6.1%
Finance leases4.8%4.9%

In addition, we guaranteed the lease payments for certain property leases of a former subsidiary that were retained by Belden and not transferred to the buyer of the former subsidiary. During the nine months ended September 27, 2026, we signed an agreement to terminateone of our guarantees for GBP 7.2 million ($9.7 million) paid over three separate installments, the first of which for GBP 2.4 million ($3.2 million) was paid during 2026. As of September 27, 2026 and December 31, 2025, we had a liability for all lease guarantees of $9.0 million and $10.7 million, respectively. The liability is based on certain assumptions that we continually reassess on an ongoing basis. We will update the estimated liability balance for changes in assumptions as needed.

Note 8: Long-Lived Assets

Depreciation and Amortization Expense

We recognized depreciation expense of $19.2 million and $16.9 million in the three months ended September 27, 2026 and September 28, 2025, respectively. We recognized depreciation expense of $54.6 million and $46.4 million in the nine months ended September 27, 2026 and September 28, 2025, respectively. We recognized amortization expense of $58.7 million and $16.7 million in the three months ended September 27, 2026 and September 28, 2025, respectively. We recognized amortization expense of $91.8 million and $49.0 million in the nine months ended September 27, 2026 and September 28, 2025, respectively.

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Note 9: Debt and Other Borrowing Arrangements

The carrying values of our long and short-term debt were as follows:

September 27, 2026December 31, 2025
(In thousands)
Revolving credit agreement due 2030$—$—
Senior subordinated notes:
3.375% Senior subordinated notes due 2027—528,525
3.875% Senior subordinated notes due 2028398,930411,075
3.375% Senior subordinated notes due 2031341,940352,350
4.250% Senior subordinated notes due 2033512,910—
Total senior subordinated notes1,253,7801,291,950
Term loan credit facility due 2033:
Current maturities of term loan credit facility18,500—
Noncurrent maturities of term loan credit facility1,831,500—
Total term loan credit facility1,850,000—
Less unamortized debt issuance costs and debt discount(53,370)(6,284)
Total debt3,050,4101,285,666
Less: Current maturities of long-term debt(18,500)—
Long-term debt$3,031,910$1,285,666

Revolving Credit Agreement due 2030

On July 18, 2025, we refinanced our revolving credit facility (the Revolver) extending the maturity date to July 18, 2030 and increasing the borrowing capacity from $300.0 million to $400.0 million. The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the United States, Belgium, Canada, Germany, the Netherlands, and United Kingdom. Interest on outstanding borrowings is variable, based upon SOFR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25% -1.75%, depending upon our leverage position. Outstanding borrowings in the U.S. and Canada may also, at our election, be priced on a base rate plus a spread that ranges from 0.25% -0.75%, depending on our leverage position. We pay a commitment fee on the total commitments of 0.25%. In the event that we borrow more than 90% of our combined borrowing base or our borrowing base availability is less than $27.0 million, we are subject to a fixed charge coverage ratio covenant. On June 29, 2026, we borrowed $50.0 million on our Revolver at a current rate of 4.9%, and on September 25, 2026, repaid the full $50.0 million draw and recognized $0.2 million of interest during the quarter ended September 27, 2026. As of September 27, 2026, we hadno borrowings outstanding on the Revolver, and our available borrowing capacity was $373.5 million.

Senior Subordinated Notes

We had outstanding €450.0 million aggregate principal amount of 3.375% senior subordinated notes due 2027 (the 2027 Notes). In February 2026, we repurchased the 2027 Notes for cash consideration of €450.0 million ($535.9 million), and recognized a $1.3 million loss on debt extinguishment for the write-off of unamortized debt issuance costs.

We have outstanding €350.0 million aggregate principal amount of 3.875% senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of September 27, 2026 is $398.9 million. The 2028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2028 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2033 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year.

We have outstanding €300.0 million aggregate principal amount of 3.375% senior subordinated notes due 2031 (the 2031 Notes). The carrying value of the 2031 Notes as of September 27, 2026 is $341.9 million. The 2031 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2031 Notes rank equal in right of payment with our senior subordinated notes due 2028 and 2033 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year.

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In January 2026, we completed an offering for €450.0 million ($537.3 million at issuance) aggregate principal amount of 4.250% senior subordinated notes due 2033 (the 2033 Notes). The carrying value of the 2033 Notes as of September 27, 2026 is $512.9 million. The 2033 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2033 Notes rank equal in right of payment with our senior subordinated notes due 2028 and 2031 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on February 1 and August 1 of each year. We paid approximately $8.6 million of fees associated with the issuance of the 2033 Notes, which will be amortized over the life of the 2033 Notes using the effective interest method. We used the net proceeds from this offering, along with cash on hand, to fund the full redemption of the 2027 Notes - see further discussion above.

Term Loan Credit Facility due 2033

On July 1, 2026, we entered into a Term Loan Credit Facility (Term Loan B) with a principal amount of $1,850.0 million to fund the purchase of Ruckus. Term Loan B was issued with a discount of $4.6 million and bears interest either, at the Company’s election, at term SOFR plus 2.25% or a base rate plus 1.25% per annum. Term Loan B amortizes 0.25% per quarter and matures on July 1, 2033. The fair value of Term Loan B approximates the carrying value. We paid approximately $38.8 million of fees associated with the issuance of Term Loan B, which will be amortized using the effective interest method over its life.

Fair Value of Long-Term Debt

The fair value of our long-term debt as of September 27, 2026 was approximately $3,056.3 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair value of our long-term debt with a carrying value of $3,103.8 million as of September 27, 2026.

Note 10: Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity. As of September 27, 2026, €567.8 million of our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investmentin our euro foreign operations. The objective of the hedge is to protect the net investment in the foreign operation against adverse changes in the euro exchange rate.

The transaction gain or loss is reported in the translation adjustment section of other comprehensive income. For the three and nine months ended September 27, 2026, the transaction gain (loss), net of tax, associated with the net investment hedge reported in other comprehensive income was $(2.0) million and $15.4 million, respectively. For the three and nine months ended September 28, 2025, the transaction gain (loss), net of tax, associated with the net investment hedge reported in other comprehensive income was $(6.5) million and $(79.5) million, respectively.

Note 11: Income Taxes

For the three and nine months ended September 27, 2026, we recognized an income tax benefit (expense) of $14.2 million and$(14.2) million representing effective tax rates of 55.5% and 11.6%, respectively. The effective tax rates were primarily impacted by the loss before taxes for the three months ended September 27, 2026 and theeffect of our foreign operations, including statutory tax rate differences and foreign tax credits.

As described in Note 3, during the three months ended September 27, 2026, we completed the nontaxable business combination of Ruckus. In connection with the transaction, we recognized $175.0 million in deferred tax liabilities related to certain fair market value adjustments to the preliminary values of assets acquired and liabilities assumed.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, which includes international tax changes, permanent extensions of most expiring Tax Cuts and Jobs Act provisions, and changes in the treatment of research and development and amortization expense deductions. We have included the impact of international tax changes effective from January 1, 2026 and continue to evaluate the impact of the act on our consolidated financial statements and disclosures.

For thethree and nine months ended September 28, 2025, we recognized income tax expense of $(7.6) million and $(23.4) million, respectively, representing effective tax rates of 11.8% and 12.1%, respectively. The effective tax rates were primarily impacted by the release of an uncertain tax position reserve related to certain foreign tax credits and by the effect of our foreign operations, including statutory tax rate differences and foreign tax credits.

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Note 12: Pension and Other Postretirement Obligations

The following table provides the components of net periodic benefit costs for our pension and other postretirement benefit plans:

Pension ObligationsOther Postretirement Obligations
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In thousands)
Three Months Ended
Service cost$758$870$8$8
Interest cost3,9433,901224231
Expected return on plan assets(4,023)(4,012)——
Amortization of prior service cost8040——
Actuarial losses (gains)355322(83)(84)
Net periodic benefit cost$1,113$1,121$149$155
Nine Months Ended
Service cost$2,370$2,514$23$23
Interest cost11,75111,501679684
Expected return on plan assets(12,076)(11,810)——
Amortization of prior service cost239116——
Actuarial losses (gains)1,065962(250)(250)
Net periodic benefit cost$3,349$3,283$452$457

Note 13: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In thousands)
Net income (loss)$(11,351)$56,690$108,212$169,633
Foreign currency translation adjustments, net of tax(1,921)(8,838)23,558(86,305)
Adjustments to pension and postretirement liability, net of tax272212813633
Total comprehensive income (loss)$(13,000)$48,064$132,583$83,961

The accumulated balances related to each component of other comprehensive loss, net of tax, are as follows:

Foreign Currency Translation ComponentPension and Other PostretirementBenefit PlansAccumulated Other Comprehensive Loss
(In thousands)
Balance at December 31, 2025$(91,808)$(5,396)$(97,204)
Other comprehensive income23,558—23,558
Amounts reclassified from accumulated other comprehensive loss—813813
Net current period other comprehensive income23,55881324,371
Balance at September 27, 2026$(68,250)$(4,583)$(72,833)

As of September 27, 2026 and December 31, 2025, there was tax of$18.8 million and $14.1 million, respectively, included in accumulated other comprehensive loss in the table above.

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The following table summarizes the effects of reclassifications from accumulated other comprehensive loss for the nine months ended September 27, 2026:

Amounts Reclassified from Accumulated Other Comprehensive LossAffected Line Item in the Consolidated Statements of Operations and Comprehensive Income
(In thousands)
Amortization of pension and other postretirement benefit plan items:
Actuarial losses$815(1)
Prior service cost239(1)
Total before tax1,054
Tax benefit(241)
Total net of tax$813

(1) The amortization of these accumulated other comprehensive loss components are included in the computation of net periodic benefit costs (see Note 13).

Note 14: Share Repurchase

We have a share repurchase program which allows us to purchase our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program is funded with cash on hand and cash flows from operating activities. During the three months ended September 27, 2026, we didnot repurchase shares of our common stock. During the nine months ended September 27, 2026, we repurchased 0.3 million shares of our common stock for an aggregate cost of $30.4 million at an average price per share of $117.05. During the three months ended September 28, 2025, we repurchased 0.4 million shares of our common stock for an aggregate cost of $50.0 million at an average price per share of $129.24. During the nine months ended September 28, 2025, we repurchased 1.4 million shares of our common stock for an aggregate cost of $150.0 million at an average price per share of $111.06. As of September 27, 2026, we had $115.0 million of authorizations remaining under the program. This share repurchase authorization does not have an expiration date.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.