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BEL FUSE INC /NJ

For the period ended Mar 31, 2026. Filed May 5, 2026.

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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.

Mar 31, 2026 · Filed May 5, 2026

BELFB$206.79+5.5%Stored close · as of Nov 6, 2026

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Notes to Condensed Consolidated Financial Statements (unaudited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The condensed consolidated balance sheets and statements of operations, comprehensive income, shareholders’ equity and redeemable noncontrolling interest, and cash flows for the periods presented herein have been prepared by the Company and areunaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for all periods presented have been made. The results for thethree months ended* March 31, 2026* arenot necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Bel Fuse Annual Report on Form10-K for the fiscal year ended* December 31, 2025*.

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted from these condensed consolidated financial statements pursuant to the rules and regulations, including the interim reporting requirements, of the U.S. Securities and Exchange Commission (“SEC”). The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

All amounts included in the tables to these notes to condensed consolidated financial statements, except per share amounts, are in thousands.

The Company’s significant accounting policies are summarized in Note1 to the consolidated financial statements of the Company included in the Company’s Annual Report on Form10-K for the fiscal year ended* December 31, 2025*. There wereno significant changes to these accounting policies during thethree months ended* March 31, 2026*.

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Recently Adopted Accounting Standards

In* December 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU")2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures*, which focuses on the rate reconciliation and income taxes paid. ASU2023-09 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 least5% of total income tax payments, net of refunds received. The Company adopted this ASU in2025. Refer to Note11, "Income Taxes", for the inclusion of new disclosures required.

Accounting Standards Issued ButNot Yet Adopted

In* November 2024,the FASB issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-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 should allow investors to better understand an entity's performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require 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.

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2.ACQUISITIONS

Acquisition of dataMate

During thefirst quarter of2026, we completed the acquisition of dataMate (“dataMate”), a provider of Ethernet and broadband connectivity solutions, from Methode Electronics, Inc. for aggregate consideration of approximately $16.0 million, subject to customary post-closing adjustments. The acquisition was funded using cash on hand and borrowings under our revolving credit facility. The acquisition was accounted for as a business combination under ASC805, Business Combinations. The acquisition is expected to broaden Bel’s customer reach and increase exposure to attractive end markets, including networking, data centers, industrial automation, smart buildings and broadband deployment, while providing additional U.S.-based manufacturing and R&D capabilities. Bel also believes the acquisition provides opportunities to leverage dataMate’s ongoing technology development, including solutions intended to deliver data and power over a single pair of wires, to support future product expansion.No separate fair value step-up was recorded for inventory or identifiable intangible assets; accordingly, any such value was included in goodwill. The purchase price allocation is preliminary and is subject to change as additional information becomes available, including as valuation work related to acquired intangible assets is finalized. The results of operations of dataMate have been included in our condensed consolidated financial statements from the acquisition date. The contribution of dataMate to our net sales and operating income wasnot material during thethree months ended* March 31, 2026.*

Preliminary
Acquisition Date
(as adjusted)
Accounts receivable$2,704
Inventories2,540
Other current assets205
Total identifiable assets5,449
Net Fixed Assets609
Goodwill10,464
Net assets acquired16,522
Working Capital Liabilities1,298
Total consideration paid$15,224

The results of operations of dataMate have been included in the Company’s condensed consolidated financial statements for periods subsequent to the acquisition date of* March 5, 2026.The following unaudited pro forma information presents the combined results of operations of the Company and dataMate as if the acquisition had occurred on January 1, 2025,as applicable to the periods presented. The unaudited pro forma information is presented for illustrative purposes only and isnot* necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on the assumed date, nor is it intended to be a projection of future results. The unaudited pro forma information reflects adjustments that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operations, expected to have a continuing impact. The unaudited pro forma information doesnot reflect the realization of any anticipated cost savings, synergies, or operating efficiencies that* mayresult from the acquisition, nor does it reflect any nonrecurring integration-related costs that maybe incurred, while certain cost savings mayresult from the acquisition, there can beno* assurance that such cost savings will be achieved.

Three Months Ended March 31,Three Months Ended March 31,
20262025
Revenue, net$180,817$156,224
Net earnings15,42618,694
Less: Net earnings attributable to non-controlling interest3,605448
Net earnings attributable to Bel Fuse shareholders$11,821$18,246
Earnings per Class A common share - basic and diluted$0.89$1.39
Earnings per Class A common share - basic$0.94$1.46
Earnings per Class B common share - diluted$0.94$1.46

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, andFF3* Holdings, L.P., for itself and as Sellers’ Representative (“FF3”), and each of the other seller parties signatory thereto (collectively withFF3, 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* November 14, 2024,closing date (and deemed effective solely for accounting purposes as of November 1, 2024),Bel 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 the2025* -2026 period (the “Earnout Payments”), as further described below (the “Transaction” or the "acquisition"). Bel* mayacquire the remaining 20% stake in Enercon and has the current intention to purchase such remaining interest by early2027* in accordance with the terms and subject to the conditions of a shareholders’ agreement, which was also entered into on* November 14, 2024.*

The potential Earnout Payments* maybecome payable of up to $5 million for each of the fiscal2025* and fiscal2026 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 million Earnout Payment for the Earnout Period shall be payable, or (ii) achievement for the respective Earnout Period is at least90% of the target level but less than100% 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 than90% of the target level, no Earnout Payment shall be due for such period. The Earnout Payment associated with fiscal year2025 was achieved in full and the Company paid $5 million to the Sellers during thefirst quarter of2026 in connection with the2025 earnout achievement.

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. The Company also has a corresponding call option with respect to the noncontrolling interest. Upon acquisition, the redeemable noncontrolling interest was initially valued at a fair value of $72.4 million. The redeemable noncontrolling interest reflected on the accompanying condensed consolidated balance sheets at* March 31, 2026and December 31, 2025will remain in temporary equity until the applicable put-call option is either fully exercised or expires. At March 31, 2026and December 31, 2025,the redeemable noncontrolling interest was adjusted to reflect its redemption value of $96.8 million and $93.2 million, respectively. The redemption value of the redeemable noncontrolling interest is generally calculated using Level3* unobservable inputs based on a multiple of earnings. A roll-forward of the redeemable noncontrolling interest for thethree months ending* March 31, 2026*is included in the accompanying condensed consolidated statements of shareholders' equity and redeemable noncontrolling interest.

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3.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. See Note15, “Segments,” for additional information regarding the Company’s current reportable segments and the recast of prior period segment information to conform to the current presentation:

Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsConsolidated
By Geographic Region:
North America$64,178$50,174$114,352
EMEA33,08015,49348,573
Asia2,56313,00315,566
$99,821$78,670$178,491
By Sales Channel:
Direct to customer$76,087$54,987$131,074
Through distribution23,73423,68347,417
$99,821$78,670$178,491
Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsConsolidated
By Geographic Region:
North America$55,060$41,211$96,271
Europe25,10815,70940,817
Asia2,95412,19615,150
$83,122$69,116$152,238
By Sales Channel:
Direct to customer$63,818$45,622$109,440
Through distribution19,30423,49442,798
$83,122$69,116$152,238

The balances of the Company’s contract assets and contract liabilities at* March 31, 2026* and* December 31, 2025* are as follows:

March 31,December 31,
20262025
Contract assets - current (unbilled receivables)$9,383$9,747
Contract liabilities - current (deferred revenue)$8,540$9,767
Accounts receivable, net$120,036$121,490

The change in the balance of the Company’s unbilled receivables from* December 31, 2025to March 31, 2026primarily reflects a timing difference between (i) when the Company satisfies its performance obligation (i.e., when product is shipped to a customer-controlled hub and control transfers in accordance with the applicable contract terms) and (ii) when the Company has an unconditional right to invoice the customer under the contractual invoicing provisions (i.e., when the customer withdraws (“pulls”) product from the customer-controlled hub). Accordingly, unbilled receivables represent amounts for which revenue has been recognized but which arenot* yet billable, and are expected to be billed as customers withdraw product from the hub.

The Company’s contract liabilities (deferred revenue) at* December 31, 2025and March 31, 2026primarily relate to customer prepayments and advance billings for which revenue hasnot* yet been recognized. Revenue is recognized upon shipment (or otherwise upon transfer of control) of the related goods in accordance with the Company’s revenue recognition policy. Contract liabilities are classified as current and are included in other current liabilities. For thethree months ended* March 31, 2026,contract liabilities decreased by approximately $1.2 million to $8.5 million, from $9.8 million at December 31, 2025,*reflecting $22.1 million of customer prepayments and advance billings recorded during the period, partially offset by $23.3 million of revenue recognized that was included in contract liabilities at the beginning of the period and/or recorded during the period.

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Transaction Price Allocated to Future Obligations

The aggregate amount of transaction price allocated to remaining performance obligations that havenot been fully satisfied as of* March 31, 2026* related to contracts that exceedone year in duration amounted to $22.4 million, with expected contract expiration dates that range from2027 –2031**.Based on the Company's current estimates, it is expected that approximately $4.2 million of this aggregate amount will be recognized in 2027, $0.3 million will be recognized in 2028, and $17.9 million will be recognized in the years beyond 2028. The majority of the Company's orders received (butnot yet shipped) at March 31, 2026 are related to contracts that have an original expected duration ofone year or less, for which the Company is electing to utilize the practical expedient available within the applicable 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.

4.EARNINGS PER SHARE

The following table sets forth the calculation of basic and diluted net earnings per common share under thetwo-class method for thethree months ended* March 31, 2026and2025*:

Three Months Ended
March 31,
20262025
Numerator:
Net earnings$11,379$17,874
Less dividends declared:
Class A127127
Class B736737
Undistributed earnings$10,516$17,010
Undistributed earnings allocation:
Class A undistributed earnings$1,686$2,748
Class B undistributed earnings8,83014,262
Total undistributed earnings$10,516$17,010
Net earnings allocation:
Class A net earnings$1,813$2,875
Class B net earnings9,56614,999
Net earnings$11,379$17,874
Denominator:
Weighted-average shares outstanding:
Class A - Basic and Diluted2,1152,115
Class B - Basic10,55110,457
Class B - Diluted10,55410,457
Net earnings per share:
Class A - Basic and Diluted$0.86$1.36
Class B - Basic$0.91$1.43
Class B - Diluted$0.91$1.43

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5.FAIR VALUE MEASUREMENTS

Fair value is defined as 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. Entities are required to use a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. There arethree levels of inputs that* may*be used to measure fair value:

Level1 – Observable inputs such as quoted market prices in active markets;

Level2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level3 – Unobservable inputs about which little orno market data exists, therefore requiring an entity to develop its own assumptions.

Carrying value · Fair value · Cash and cash equivalents · Other Current Assets
Cash$58,582$58,582$58,582$-
Level 1:
Money market funds (Rabbi Trust)394394-394
Subtotal394394-394
Level 2:
Certificates of deposit and time deposits1,8342,041864969
Subtotal1,8342,041864969
Total$60,810$61,017$59,446$1,363
Carrying value · Fair value · Cash and cash equivalents · Other Current Assets
Cash$57,531$57,531$57,531$-
Level 1:
Money market funds111-
Money market funds (Rabbi Trust)586586-586
Subtotal5875871586
Level 2:
Certificates of deposit and time deposits1,8592,1212681,591
Subtotal1,8592,1212681,591
Total$59,977$60,239$57,800$2,177

As of* March 31, 2026* and* December 31, 2025*, 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 (Level1) inputs and amounted to $0.4 million at* March 31, 2026* and$0.6 millionat* December 31, 2025*.

Throughout2026 and2025, the Company entered into a series of foreign currency forward contracts, the fair values of which were$1.3 million at* March 31, 2026* and$1.8 million at* December 31, 2025*. 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 (Level2).

The Company is a party totwo interest rate swap agreements as further described in Note9, "Derivative Instruments and Hedging Activities". The fair value of the interest rate swap agreements was $0.6 million at* March 31, 2026and $0.9 million at December 31, 2025,which was based on market data, 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 (Level2*).

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The fair values of our derivative financial instruments and their classifications in our condensed consolidated balance sheets as of* March 31, 2026* and* December 31, 2025* were as follows:

Balance Sheet Classification · March 31, 2026 · December 31, 2025
Derivative assets:
Foreign currency forward contracts:
Designated as cash flow hedgesOther current assets$379$294
Not designated as hedging instrumentsOther current assets9091,504
Interest rate swap agreements:
Designated as a cash flow hedgeOther assets610905
Total derivative assets$1,898$2,703

In connection with the acquisition of Enercon as further described in Note2, "Acquisition", the sellers are eligible to receive an Earnout Payment based on the achievement of certain financial metrics for each of the fiscal2025 and2026 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* March 31, 2026and December 31, 2025.The earnout liabilities were initially recorded at a fair value of $3.3 million at the acquisition date, with subsequent remeasurements to fair value as of the balance sheet dates calculated using Level3* unobservable inputs. At* March 31, 2026and December 31, 2025,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 of2025* and2026, an estimated EBITDA volatility measure of 57.1%, and 52.1%, respectively, an expected term of 2 years and a discount rate on the Earnout Payments of 6.10% and 6.66%, respectively. The fair value of the earnout liabilities as of* March 31, 2026and December 31, 2025*were as follows:

Balance Sheet Classification · March 31, 2026 · December 31, 2025
Contingent Liabilities:
Earnout payment liability - 2025Other current liabilities$-$4,916
Earnout payment liability - 2026Other long-term liabilities2,3281,709
$2,328$6,625

The change in the fair value of the2025 Earnout Payment noted above from* December 31, 2025to March 31, 2026relates to the full achievement of the earnout targets in2025* and resulting payment thereof to the Sellers during thefirst quarter of2026. Changes in the fair value of the2026 Earnout Payment have been recognized through earnings during thethree months ended* March 31, 2026.*

Aside from the earnout liability described above, the Company doesnot have any financial assets measured at fair value on a recurring basis categorized as Level3, and there wereno transfers in or out of Level1, Level2 or Level3 during thethree months ended* March 31, 2026or March 31, 2025.There wereno* changes to the Company’s valuation techniques used to measure fair values on a recurring or nonrecurring basis during thethree months ended* March 31, 2026or March 31, 2025.*

During2025, in connection with the Company's annual impairment test of indefinite-lived intangible assets and determined thatno impairment charges were required. There wereno financial assets or indefinite-lived intangible assets measured at fair value on a nonrecurring basis as of* March 31, 2026* or* December 31, 2025*.

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The Company has other financial instruments, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, which arenot 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* March 31, 2026* and* December 31, 2025*, the estimated fair value of total debt was $204.3 million and $196.5 million, respectively, compared to a carrying amount of $204.5 million and $197.5 million, respectively. The Company didnot have any other financial liabilities within the scope of the fair value disclosure requirements as of* March 31, 2026*.

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. Based on the Company's assessment, it was concluded thatno triggering events occurred during thethree months ended* March 31, 2026* or* March 31, 2025*.

6.INVENTORIES

The components of inventories are as follows:

March 31,December 31,
20262025
Raw materials$81,862$73,629
Work in progress59,88658,076
Finished goods39,48635,565
Inventories$181,234$167,270
7.PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

March 31,December 31,
20262025
Land$127$130
Buildings and improvements16,38316,408
Machinery and equipment106,282103,445
Construction in progress7,8467,114
130,638127,097
Accumulated depreciation(82,159)(78,669)
Property, plant and equipment, net$48,479$48,428

Depreciation expense was $2.9 million and$3.0 million, respectively, for thethree months ended* March 31, 2026and2025*. Depreciation expense related to our manufacturing facilities and equipment is included in cost of sales and depreciation expense associated with administrative facilities and office equipment is included in selling, general and administrative expense within the accompanying condensed consolidated statements of operations.

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8.ACCRUED EXPENSES

Accrued expenses consist of the following:

March 31,December 31,
20262025
Salaries, bonuses and related benefits$27,810$37,426
Accrued restructuring costs439759
Sales commissions2,8482,375
Warranty accrual1,1671,245
Other10,4637,905
$42,727$49,710

The change in warranty accrual during thethree months ended* March 31, 2026* primarily related to repair costs incurred and adjustments to pre-existing warranties. The new warranty charges incurred during thethree months ended* March 31, 2026*. were less than $0.1 million.

Restructuring Activities:

Activity and liability balances related to restructuring costs for thethree months ended* March 31, 2026* are as follows:

Three Months Ended
Liability at · Cash Payments · Liability at
December 31,Newand OtherMarch 31,
2025ChargesSettlements2026
Severance costs$85$76$(45)$116
Other restructuring costs674-(351)323
Total$759$76$(396)$439

The balance of accrued restructuring costs at* March 31, 2026* is primarily related to remaining liabilities associated with the Company's facility consolidation project in China where multiple Industrial Technology & Data Solutions manufacturing sites were consolidated.

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9.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 andnot 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, Mexican peso and Israeli shekel. These foreign currency forward contracts generally have maturities ofno longer thantwelve months, although occasionally we will execute a contract that extends beyondtwelve months, depending upon the nature of the underlying risk.

We held outstanding foreign currency forward contracts with notional amounts of$55.6 million and$49.6 million as of* March 31, 2026* and* December 31, 2025*, 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 loss in the consolidated balance sheet and are reclassified into the 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 our Credit Agreement (as defined and described in Note10, "Debt", below), in* November 2021,we executed 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 amountof $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 the2021 Swaps was* December 31, 2021,and settlements with the counterparties began on January 31, 2022and occur on a monthly basis. The2021* Swaps will terminate on* August 31, 2026.*

The2021 Swaps are designated as cash flow hedges for accounting purposes and as such, changes in their fair value are recognized in accumulated other comprehensive 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.

Fair Values of Derivative Financial Instruments

See Note5, "Fair Value Measurements" for the gross fair values of the Company's derivative assets and liabilities as of* March 31, 2026* and* December 31, 2025*.

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Derivative Financial Instruments in Cash Flow Hedging Relationships

The effects of derivative financial instruments designated as cash flow hedges on accumulated other comprehensive loss (“AOCL”) and on the condensed consolidated statements of operations for thethree months ended* March 31, 2026and2025* were as follows:

Three Months Ended
March 31,
20262025
Net gains (losses) recognized in AOCL:
Foreign currency forward contracts$343$29
Interest rate swap agreements68(124)
$411$(95)
Net gains (losses) reclassified from AOCL to the consolidated statement of operations:
Foreign currency forward contracts$139$(57)
Interest rate swap agreements364465
$503$408

The gains and losses related to the foreign currency forward contracts are included as a component of currency translation adjustment on the accompanying condensed consolidated statements of comprehensive income for thethree months ended* March 31, 2026* and2025.

Derivative Financial Instruments Not Designated as Hedging Instruments

Gains (losses) recognized on derivative financial instrumentsnot designated as hedging instruments in our condensed consolidated statements of operations for thethree months ended* March 31, 2026and2025* were as follows:

Three Months Ended
March 31,
Classification in Consolidated Statements of Operations20262025
Foreign currency forward contractsOther (expense) income, net$893$(285)
$893$(285)

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10.DEBT

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

At* March 31, 2026* and* December 31, 2025,outstanding borrowings under the revolver amounted to $204.5 million and $197.5 million, respectively. The unused credit available under the credit facility was $195.5 million at March 31, 2026* and $202.5 million at* December 31, 2025.The Company incurred $2.5 million and $4.2 million of interest expense during thethree* months ended* March 31, 2026* and2025, respectively, in connection with interest due on its outstanding borrowings under the CSA during each period, including the effects of the2021 Swaps discussed in Note9, "Derivative Instruments and Hedging Activities", and amortization of deferred financing costs.

The Company’s borrowings consist of (i) a $60.0 million fixed-rate tranche that bears interest at a stated rate of 2.59% at* March 31, 2026and December 31, 2025,respectively and (ii) a variable-rate tranche of $144.5 million and $137.5 million at March 31, 2026and December 31, 2025,respectively, that bears interest at SOFR plus the applicable credit spread in accordance with the credit agreement. For comparability, the Company also presents the weighted-average effective interest rates on its borrowings after giving effect to the2021* interest rate swaps: the weighted-average effective rate on the variable-rate tranche was 3.54% and 3.63% as of* March 31, 2026and December 31, 2025,respectively, and the weighted-average effective rate on total borrowings (fixed and variable) was 4.30% and 4.42%, respectively. The stated variable rates in effect on the measurement dates (before the impact of the swaps) were 5.01% at March 31, 2026and 5.21% at December 31, 2025.*

The CSA contains customary representations and warranties, covenants and events of default. In addition, the CSA 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 (or the “Leverage Ratio”), in each case as defined and calculated in accordance with the CSA, and (ii) the ratio of the amount of the Company’s consolidated EBITDA to the Company’s consolidated fixed charges (or the “Fixed Charge Coverage Ratio”), in each case as defined and calculated in accordance with the CSA. If an event of default occurs, the lenders under the CSA 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* March 31, 2026,*the Company was in compliance with its debt covenants, including its most restrictive covenant, the Fixed Charge Coverage Ratio.

11.INCOME TAXES

The Company doesnot measure income tax expense for interim periods using the annual effective tax rate (“AETR”) method, as its estimated taxable income for future periods isnot determined on a legal entity basis. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company isno longer subject to U.S. federal examinations by tax authorities for years prior to 2021 and state examinations for years prior to 2018. For foreign subsidiaries, the Company is generallyno longer subject to tax examinations for years prior to2015 in Asia and2017 in Europe.

Due to the expiration of the statutes of limitations for certain jurisdictions, it is reasonably possible that unrecognized tax benefits related to previously filed tax returns* maymaterially change from the amounts recorded as liabilities for uncertain tax positions in the Company’s condensed consolidated financial statements as of March 31, 2026.The Company’s liabilities for uncertain tax positions totaled $17.8 million as of March**31,* 2026, compared to $17.5 million as of* December 31, 2025.Approximately $2.0 million of these liabilities are expected to be resolved within the nexttwelve* months due to statute expirations. These amounts, if recognized, would reduce the Company’s effective tax rate.

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. For thethree months ended* March 31, 2026and2025,* the Company recognized $0.1 million in each period, in interest and penalties in the condensed consolidated statements of operations. As of* March 31, 2026,the Company had accrued approximately $1.2 million for the payment of interest and penalties, compared to $1.1 million as of December 31, 2025.*These amounts are included in liability for uncertain tax positions in the condensed consolidated balance sheets.

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12.RETIREMENT, SAVINGS AND DEFERRED COMPENSATION PLANS

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 sections401(a) and (k) of the Internal Revenue Code. The expense for thethree months ended* March 31, 2026and2025* amounted to $0.7 million and $0.4 million, respectively. The Company’s matching contribution is made in the form of Bel Class A common stock. As of* March 31, 2026*, the plan owned 217,238 and 45,561 shares of Bel 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 thethree months ended* March 31, 2026and2025* amounted toless than$0.1 million during each period. As the plan is fully funded, the assets and liabilities related to the DCP were in equal amounts of $1.7 million at* March 31, 2026* and $1.7 million at* December 31, 2025*. These amounts are included in other assets and other liabilities, respectively, on the accompanying condensed consolidated balance sheets as of each date.

The Company’s subsidiaries in Asia maintain a retirement fund that covers substantially all Hong Kong-based full-time employees. Retirement fund expense for thethree months ended* March**31,* 2026 and2025 amounted to less than $0.1 million, in each period.

The Company maintains a SERP, which is designed to provide a limited group of key management and other key employees of the Company with supplemental retirement and death benefits. As discussed in Note5, "Fair Value Measurements", above, the Company has investments in a rabbi trust which are intended to fund the obligations of the SERP.

The components of SERP expense are as follows:

Three Months Ended
March 31,
20262025
Service cost$80$71
Interest cost241240
Net amortization(11)(35)
Net periodic benefit cost$310$276

The service cost component of net benefit cost is presented within cost of sales, research and development costs or selling, general and administrative expense on the accompanying condensed 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 condensed consolidated statements of operations.

The following amounts are recognized net of tax in accumulated other comprehensive loss:

March 31,December 31,
20262025
Prior service cost$46$55
Net loss(3,065)(3,085)
$(3,019)$(3,030)

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13.ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss at* March 31, 2026* and* December 31, 2025* are summarized below:

March 31,December 31,
20262025
Foreign currency translation adjustment, net of taxes of ($312) at March 31, 2026 and ($312) at December 31, 2025$(18,347)$(19,490)
Unrealized gains on interest rate swap cash flow hedge, net of taxes of $0 at March 31, 2026 and $0 at December 31, 2025610906
Unrealized holding gains on marketable securities, net of taxes of ($7) at March 31, 2026 and ($7) at December 31, 20252021
Unfunded SERP liability, net of taxes of $1,000 at March 31, 2026 and $1,003 at December 31, 20251,3791,389
Accumulated other comprehensive loss$(16,338)$(17,174)

Changes in accumulated other comprehensive loss by component during thethree months ended* March 31, 2026* are as set forth below. All amounts are net of tax:

Unrealized
Foreign · Unrealized Gains · Holding
Currency · on Interest Rate · Gains on
Translation · Swap Cash · Marketable · Unfunded
AdjustmentFlow HedgeSecuritiesSERP LiabilityTotal
Balance at December 31, 2025$(19,490)$906$21$1,389$(17,174)
Other comprehensive (loss) income before reclassifications1,28268(1)(6)1,343
Amount reclassified from accumulated other comprehensive loss(139)(364)-(4)(a)(507)
Net current period other comprehensive (loss) income1,143(296)(1)(10)836
Balance at March 31, 2026$(18,347)$610$20$1,379$(16,338)

(a) This reclassification relates to the amortization of prior service costs and gains/losses associated with the Company's SERP. This expense is reflected in other income (expense), net on the accompanying condensed consolidated statements of operations.

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14.COMMITMENTS AND CONTINGENCIES

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 styledBel Power Solutions, Inc. v. Monolithic Power Systems, Inc.,* Case Number6:21cv00655, 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. In thefirst* quarter of2026, the Company entered into a settlement agreement related to the matter described above and expects to make an immaterial cash payment in thesecond quarter of2026.

In connection with the Company's2014 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 years2004 to2006. 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, 2015before 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 condensed consolidated balance sheets at March 31,2026 and December**31,* 2025. As Bel is entitled to be 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 condensed consolidated balance sheets at* March 31, 2026and December 31, 2025.*

In connection with the Company's2021 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 to1994. The original demand was in the amount of approximately $1.4 million, of which EOS has paid $0.5 million. EOS filed an Appeal in2016 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 estimate at this time what amount, if any, mayultimately be due in connection with this claim. As such,no estimate was accrued as of March 31, 2026.*

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15.SEGMENTS

During thefirst quarter of2026, the Company implemented a change in its internal organizational and reporting structure to better align management reporting with customer end markets. As a result, effective* March 31, 2026,the Company updated the reportable segment view used by the Company’s Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources. The CODM hasnot* changed.

Following this change, the Company hastwo reportable segments: (i) Aerospace, Defense & Rugged Solutions and (ii) Industrial Technology & Data Solutions. Prior‑period segment information has been recast to conform to the current period presentation. Accordingly, prior-year segment amounts have been recast for comparability to conform to the current period presentation. The Aerospace, Defense & Rugged Solutions segment primarily includes the Company’s legacy Connectivity Solutions business and Enercon operations. The Industrial Technology & Data Solutions segment primarily includes the Company’s legacy Power Solutions and Protection and Magnetic Solutions operations. These segment descriptions reflect how results are reviewed by the CODM.

There areno intercompany sales between segments.

On a quarterly basis, the Company’s CODM evaluates segment performance using gross profit (a U.S. GAAP measure), which the Company has determined to be its measure of segment profit or loss under ASC280, as amended by ASU2023-07. The CODM uses segment gross profit to make commercial and operational decisions and to evaluate capital deployment opportunities. The CODM’s quarterly reporting package also includes segment revenues and cost of sales to arrive at gross profit; cost of sales is a significant segment expense and is therefore included in the segment financial data tables below.

Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsTotal
Net sales$99,821$78,670$178,491
Cost of sales58,44349,903108,346
Segment gross profit41,37828,76770,145
Segment gross profit %41.5%36.6%39.3%
Corporate and other(547)
Total consolidated gross profit69,598
Gross profit %39.0%
Research and development costs8,507
Selling, general and administrative expenses36,730
Restructuring charges76
Earnout liability adjustment619
Interest expense2,530
Interest income(150)
Other income, net3,494
Earnings before provision for income taxes$17,792
Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsReportable segment totalCorporate and otherConsolidated
Total Assets$665,868$224,379$890,247$61,673$951,920
Capital Expenditures2,0125762,588552,643
Depreciation and Amortization Expense4,8301,6426,4721526,624
Interest Expense-15152,5152,530

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Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsTotal
Net sales$83,122$69,116$152,238
Cost of sales49,79443,33693,130
Segment gross profit33,32825,78059,108
Segment gross profit %40.1%37.3%38.8%
Corporate and other(289)
Total consolidated gross profit58,819
Gross profit %38.6%
Research and development costs7,222
Selling, general and administrative expenses29,507
Restructuring charges(2,933)
Interest expense4,152
Interest income(275)
Other income, net(2,639)
Earnings before provision for income taxes$23,785

'

Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsReportable Segment TotalCorporate and otherTotal Consolidated
Total Assets$647,325$230,257$877,582$(293,165)$584,417
Capital Expenditures1,1731,6122,78552,790
Depreciation and Amortization Expense5,0101,5356,5451396,684
Interest Expense141011154,0374,152

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