Form 8-K/A

8-K/A — BELDEN INC.

Accession: 0000913142-26-000037

Filed: 2026-09-11

Period: 2026-07-01

CIK: 0000913142

SIC: 3357 (DRAWING AND INSULATING NONFERROUS WIRE)

Item: Financial Statements and Exhibits

Documents

8-K/A — bdc-20260701.htm (Primary)

EX-15.1 (exhibit151eyacknowledgemen.htm)

EX-23.1 (exhibit231_consentofindepe.htm)

EX-99.1 (ruckus2025financialstateme.htm)

EX-99.2 (ruckusq12026financialstate.htm)

EX-99.3 (exhibit993unauditedproform.htm)

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8-K/A

8-K/A (Primary)

Filename: bdc-20260701.htm · Sequence: 1

bdc-20260701

0000913142false00009131422026-07-012026-07-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 1, 2026

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

_____________________

Delaware 001-12561 36-3601505

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

1 North Brentwood Boulevard, 15th Floor

St. Louis, Missouri 63105

(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, $0.01 par value BDC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 1 to Form 8-K is filed by Belden Inc., a Delaware corporation (the “Company”) to file the financial statements required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K relative to the completion of the acquisition reported in the Current Report on Form 8-K filed on July 1, 2026. In the originally filed Form 8-K, the Company reported it had completed its acquisition of the RUCKUS reporting segment (“Ruckus Wireless Networks”) of Vistance Networks, Inc., a Delaware corporation.

Item 9.01. Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired

Attached are the following financial statements as required by Item 9.01(a) of Form 8-K:

•The audited financial statements of Ruckus Wireless Networks, consisting of combined balance sheets as of December 31, 2025 and 2024, and the related combined statements of operations, comprehensive income (loss), equity and cash flows for the years then ended, the related notes and the Report of Independent Auditors, attached as Exhibit 99.1.

•The unaudited financial statements of Ruckus Wireless Networks, consisting of a combined balance sheet for the three months ended March 31, 2026, and the related combined condensed statements of operations, comprehensive income, equity and cash flows for the three months ended March 31, 2026 and 2025, the related notes, and the Review Report of Independent Auditors, attached as Exhibit 99.2.

(b) Pro Forma Financial Information

The following unaudited pro forma condensed consolidated financial information of the Company, giving effect to the acquisition of Ruckus Wireless Networks, is included in Exhibit 99.3 hereto as required by Item 9.01(b) of Form 8-K:

•unaudited pro forma combined condensed balance sheet as of March 29, 2026;

•unaudited pro forma combined condensed statement of operations for the three months ended March 29, 2026;

•unaudited pro forma combined condensed statement of operations for the year ended December 31, 2025; and

•notes to unaudited pro forma combined condensed consolidated financial information.

(d) Exhibits

Exhibit Number Description

15.1

EY Acknowledgment letter for the interim Ruckus financial information

23.1

Consent of Independent Auditors

99.1

Ruckus Wireless Networks audited financial statements as of December 31, 2025 and December 31, 2024, the notes related thereto, and the Independent Auditors’ Report

99.2

Ruckus Wireless Networks unaudited financial statements for the three months ended March 31, 2026 and 2025, the notes related thereto, and the Independent Auditors’ Report

99.3

Unaudited Pro Forma Financial Information of Belden Inc.

104 Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BELDEN INC.

Date: September 11, 2026 By: /s/ Douglas R. Zink

Douglas R. Zink

Vice President and Chief Accounting Officer

EX-15.1

Filename: exhibit151eyacknowledgemen.htm · Sequence: 2

Document

Exhibit 15.1

September 11, 2026

The Board of Directors of Vistance Networks, Inc.

Ruckus Wireless Networks

We are aware of the incorporation by reference in the Registration Statement Nos. 333-175859, 333-216752, 333-239153, 333-256542, 333-256545 on Form S-8 of Belden Inc. of our report dated June 15, 2026 relating to the unaudited condensed combined interim financial statements of Ruckus Wireless Networks for the three-month periods ended March 31, 2026 and 2025.

/s/ Ernst & Young LLP

Charlotte, North Carolina

September 11, 2026

EX-23.1

Filename: exhibit231_consentofindepe.htm · Sequence: 3

Document

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in Registration Statement Nos. 333-175859, 333-216752, 333-239153, 333-256542, 333-256545 on Form S-8 of Belden Inc. of our report dated June 15, 2026, relating to the combined financial statements of Ruckus Wireless Networks as of and for the years ended December 31, 2025 and 2024 appearing in this Current Report on Form 8-K/A of Belden Inc.

/s/ Ernst & Young LLP

Charlotte, North Carolina

September 11, 2026

EX-99.1

Filename: ruckus2025financialstateme.htm · Sequence: 4

Document

Ruckus Wireless Networks

Combined Financial Statements

Years Ended December 31, 2025 and 2024

Contents

Report of Independent Auditors 1

Combined Financial Statements

Combined Statements of Operations 3

Combined Statements of Comprehensive Income (Loss) 4

Combined Balance Sheets 5

Combined Statements of Cash Flows 6

Combined Statements of Equity 7

Notes to Combined Financial Statements 8

Report of Independent Auditors

To the Board of Directors of Vistance Networks, Inc.

Opinion

We have audited the combined financial statements of Ruckus Wireless Networks (the Company), which comprise the combined balance sheets as of December 31, 2025 and 2024, and the related combined statements of operations, comprehensive income (loss), equity and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements ).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company s ability to continue as a going concern for one year after the date that the financial statements are avail1able to be issued.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

June 15, 2026

Ruckus Wireless Networks

Combined Statements of Operations

(In Thousands)

Year Ended December 31,

2025

2024

Net sales

$ 686,777 $ 521,189

Cost of sales

235,857 226,597

Gross profit

450,920 294,592

Transition service agreement income

4,562 1,923

Operating expenses:

Selling, general and administrative

228,224 178,583

Research and development

122,603 95,807

Amortization of purchased intangible assets

49,916 49,916

Restructuring costs, net

4,635 2,185

Total operating expenses

405,378 326,491

Operating income (loss)

50,104 (29,976)

Other (expense) income, net

(1,846)

830

Interest income

236

476

Income (loss) before income taxes

48,494 (28,670)

Income tax (expense) benefit

(12,618) 6,024

Net income (loss)

$ 35,876 $ (22,646)

See notes to combined financial statements.

Ruckus Wireless Networks

Combined Statements of Comprehensive Income (Loss)

(In Thousands)

Year Ended December 31,

2025 2024

Comprehensive income (loss):

Net income (loss)

$ 35,876 $ (22,646)

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss)

1,936 (563)

Total comprehensive income (loss)

$ 37,812 $ (23,209)

See notes to combined financial statements.

Ruckus Wireless Networks

Combined Balance Sheets

(In Thousands)

December 31,

2025 2024

Assets

Cash and cash equivalents

$ 129,492 $ 32,966

Accounts receivable, less allowance for doubtful accounts of $348 and $270, respectively

77,029 70,507

Inventories, net

71,776 55,797

Prepaid expenses and other current assets

7,016 11,882

Total current assets

285,313 171,152

Property, plant and equipment, net of accumulated depreciation of $39,874 and $46,908, respectively

8,267 7,679

Goodwill

376,939 375,624

Other intangible assets, net

120,068 169,984

Deferred income taxes

185,280 191,349

Other noncurrent assets

28,072 28,828

Total assets

$ 1,003,939 $ 944,616

Liabilities and equity

Accounts payable

$ 51,924 $ 17,528

Accrued and other liabilities

183,249 138,331

Total current liabilities

235,173 155,859

Deferred income taxes

Other noncurrent liabilities

122,636 112,395

Total liabilities

357,852 268,255

Commitments and contingencies (Note 11)

Equity:

Net parent investment

647,268 679,478

Accumulated other comprehensive loss

(1,181) (3,117)

Total equity

646,087 676,361

Total liabilities and equity

$ 1,003,939 $ 944,616

See notes to combined financial statements.

Ruckus Wireless Networks

Combined Statements of Cash Flows

(In Thousands)

Year Ended December 31,

2025 2024

Operating activities

Net income (loss)

$ 35,876 $ (22,646)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

52,233 52,718

Loss on disposal of property, plant, and equipment

—

Equity-based compensation

8,680 5,601

Deferred income taxes

6,111 (16,259)

Changes in assets and liabilities:

Accounts receivable

(6,521) (47,256)

Inventories

(15,978) 49,816

Prepaid expenses and other current assets

(2,303) (1,659)

Accounts payable 34,009 (32,761)

Accrued and other liabilities

44,514 (13,055)

Other noncurrent assets

828

2,636

Other noncurrent liabilities

10,169 7,967

Other

(319)

294

Net cash generated by (used in) operating activities

167,304 (14,604)

Investing activities

Cash outflows related to debt due from Parent

— (6,961)

Cash inflows related to debt due from Parent

7,169 —

Additions to property, plant and equipment

(2,218) (3,311)

Net cash generated by (used in) investing activities

4,951 (10,272)

Financing activities

Financing transactions with Parent, net

(75,753) 55,087

Net cash (used in) generated by financing activities

(75,753) 55,087

Effect of exchange rate changes on cash and cash equivalents

(46)

Change in cash and cash equivalents

96,526 30,165

Cash and cash equivalents at beginning of period

32,966 2,801

Cash and cash equivalents at end of period

$ 129,492 $ 32,966

See notes to combined financial statements.

Ruckus Wireless Networks

Combined Statements of Equity

(In Thousands)

Net Parent

Investment

Accumulated

Other

Comprehensive

Loss

Total Equity

Balance as of December 31, 2023

$ 641,436 $ (2,554) $ 638,882

Net loss

(22,646) — (22,646)

Equity-based compensation

5,601 — 5,601

Foreign currency translation loss

(563) (563)

Change in net parent investment, net

55,087 — 55,087

Balance as of December 31, 2024

679,478 (3,117) 676,361

Net income

35,876 — 35,876

Equity-based compensation

8,680 — 8,680

Foreign currency translation (loss) gain

(1,013) 1,936

923

Change in net parent investment, net

(75,753) — (75,753)

Balance as of December 31, 2025

$ 647,268 $ (1,181) $ 646,087

See notes to combined financial statements.

Ruckus Wireless Networks

Notes to Combined Financial Statements

(In Thousands, Unless Otherwise Noted)

December 31, 2025

1. Description of the Company and Basis of Presentation

Description of Company

Vistance Networks, Inc. (formerly CommScope Holding Company, Inc.) (Vistance Networks, or the Parent) is a global provider of infrastructure solutions for communication, data center and entertainment networks.

Vistance Networks acquired Ruckus Wireless Networks (Ruckus, or the Company) as part of its broader acquisition of ARRIS International plc (ARRIS) on April 4, 2019. ARRIS was a publicly traded company incorporated in England and Wales and a global leader in entertainment, communications, and networking technology solutions. Prior to January 2025, the Company was one of three businesses within the Parent s Networking, Intelligent Cellular and Security Solutions (NICS) operating and reportable segment, which included Ruckus, Distributed Coverage and Capacity Solutions (DCCS), and Public Key Infrastructure (PKI). The DCCS business includes the Distributed Antenna Systems (DAS) and OneCell components. Effective April 1, 2025, following the transfer of the PKI business to the Parent s Aurora Networks segment and the divestiture of the DAS business unit, the Parent renamed its NICS segment to RUCKUS. On May 1, 2025, the Parent completed the sale of its OneCell business unit included within the RUCKUS segment, making Ruckus the only remaining business unit within the RUCKUS operating and reportable segment.

The Company provides wireless networks for enterprises and service providers. The Company s product solutions include indoor cellular solutions such as indoor and outdoor Wi-Fi and longterm evolution (LTE) 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.

Basis of Presentation

The Company has historically operated as part of Vistance Networks and has not historically operated as a stand-alone entity. As a result, separate financial statements have not historically been prepared for the Company. The combined financial statements have been derived from the historical accounting records of Vistance Networks for the years ended December 31, 2025 and 2024. The combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and are presented in accordance with the applicable requirements of Regulation S-X. The historical results of

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

1. Description of the Company and Basis of Presentation (continued)

operations, financial position and cash flows of the Company presented in these combined financial statements may not be indicative of what they would have been had the Company been an independent stand-alone entity, nor are they necessarily indicative of the Company s future results of operations, financial position and cash flows.

The Combined Statements of Operations include all revenues and costs directly attributable to the Company and an allocation of expenses related to certain Vistance Networks corporate functions. Expenses have been allocated to the Company based on direct usage or benefit where specifically identifiable, with the remainder allocated primarily pro rata based on an applicable measure of revenues, time spent, headcount, or other relevant measures. These expenses include the cost of corporate functions and resources, including, but not limited to, executive management, finance, information technology, human resources, legal, facilities, corporate marketing, sales, and research and development.

The Company considers these allocations to be a reasonable reflection of the utilization of services or the benefit received by the Company. For the years ended December 31, 2025 and 2024, allocated corporate expenses totaled $79,980 and $72,853, respectively, which were primarily included in selling, general and administrative expenses. However, the allocations may not be indicative of actual expenses that would have been incurred had Ruckus operated as an independent company for the periods presented.

Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and facilities.

The Combined Balance Sheets include assets and liabilities specifically identifiable and attributable to the Company including certain assets and liabilities that were historically held at the corporate level by Vistance Networks.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

1.Description of the Company and Basis of Presentation (continued)

Vistance Networks cash management program. Long-term debt and related interest expense held by Vistance Networks have not been attributed to the Company for any of the periods presented because the borrowings are neither directly attributable to the Company nor is the Company the legal obligor of such borrowings. All loan receivables due to the Company by Vistance Networks that were settled in cash are recorded as prepaid expenses and other current assets in the Combined Balance Sheets based on loan maturity dates.

All intercompany transactions and balances within the Company have been eliminated. All other transactions between the Company and Vistance Networks are included as net parent investment within the combined financial statements. See Note 10 to the combined financial statements for further information.

2.Summary of Significant Accounting Policies

Use of Estimates in the Preparation of the Combined Financial Statements

The preparation of the accompanying combined financial statements in conformity with accounting principles generally accepted in the United States (U.S.) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and their underlying assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other objective sources. The Company bases its estimates on historical experience and on assumptions that are believed to be reasonable under the circumstances and revises its estimates, as appropriate, when events or changes in circumstances indicate that revisions may be necessary. Significant accounting estimates reflected in the Company s financial statements include the allowance for doubtful accounts, reserves for sales returns, discounts, and allowances; inventory excess and obsolescence reserves; product warranty reserves and other contingent liabilities; liabilities for unrecognized tax benefits; and impairment reviews for property, plant and equipment, goodwill and other intangible assets. Although these estimates are based on management s knowledge of and experience with past and current events and on management s assumptions about future events, it is at least reasonably possible that they may ultimately differ materially from actual results.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

Cash and cash equivalents represent deposits in banks and cash invested temporarily in various instruments with a maturity of three months or less at the time of purchase.

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable and contract assets for unbilled receivables are stated at the amount owed by the customer, net of allowances for estimated doubtful accounts, discounts, and returns. The Company measures the allowance for doubtful accounts using an expected credit loss model, which uses a lifetime expected loss allowance for all trade accounts receivable and contract assets. To measure the expected credit losses, trade accounts receivable and contract assets are grouped based on shared credit risk characteristics and the days past due based on the contractual terms of the receivable. Contract assets relate to unbilled work in progress and have substantially the same risk characteristics as trade accounts receivable for the same types of contracts. Therefore, the Company has concluded that the expected loss rates for trade accounts receivable are a reasonable approximation of the loss rates for the contract assets.

In calculating an allowance for doubtful accounts, the Company uses its historical experience, external indicators and forward-looking information to calculate expected credit losses using an aging method. The Company assesses impairment of trade accounts receivable on a collective basis, as they possess shared credit risk characteristics which have been grouped based on the days past due.

The expected loss rates are based on the payment profiles of sales over the preceding thirty-six months and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle their trade accounts receivable. Accounts are written off against the allowance account when they are determined to be no longer collectible.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

Inventories

Inventories are stated at the lower of cost or net realizable value. Inventory cost is determined on a first-in, first-out (FIFO) basis. Costs such as idle facility expense, excessive scrap and rehandling costs are expensed as incurred. The Company maintains reserves to reduce the value of inventory to the lower of cost or net realizable value, including reserves for excess and obsolete inventory.

Leases

The Company determines if a contract is a lease or contains a lease at inception. Right of use assets related to operating type leases are reported in other noncurrent assets and the present value of remaining lease obligations is reported in accrued and other liabilities and other noncurrent liabilities on the Combined Balance Sheets. For the periods presented, the Company does not have any financing type leases.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The majority of the Company s leases do not provide an implicit rate; therefore, the Company uses the incremental borrowing rates applicable to the economic environment and the duration of the lease, based on the information available at commencement date, in determining the present value of future payments. The right of use asset for operating leases is measured using the lease liability adjusted for the impact of lease payments made prior to commencement, lease incentives received, initial direct costs incurred and any asset impairments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company re-measures and reallocates the consideration in a lease when there is a modification of the lease that is not accounted for as a separate contract. The lease liability is remeasured when there is a change in the lease term or a change in the assessment of whether the Company will exercise a lease option. The Company assesses right of use assets for impairment in accordance with its long-lived asset impairment policy.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

The Company accounts for lease agreements with contractually required lease and non-lease components on a combined basis. Lease payments made for cancellable leases, variable amounts that are not based on an observable index and lease agreements with an original duration of less than twelve months are recorded directly to lease expense.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Upon application of acquisition accounting, property, plant and equipment are measured at estimated fair value as of the acquisition date to establish a new historical cost basis. Provisions for depreciation are based on estimated useful lives of the assets using the straight-line method. Useful lives generally range from 10 to 35 years for buildings and improvements and 3 to 10 years for machinery and equipment. Expenditures for repairs and maintenance are expensed as incurred.

Goodwill and Other Intangible Assets

Goodwill represents the excess of cost over fair value of net assets of companies acquired. Goodwill was determined using a methodology consistent with that used by Vistance Networks. Goodwill is assigned to the Company s reporting unit based on the difference between the purchase price as allocated to the reporting unit and the estimated fair value of the identified net assets acquired as allocated to the reporting unit. Purchased intangible assets with finite lives are carried at their estimated fair values at the time of acquisition less accumulated amortization and any impairment charges. Amortization is recognized on a straight-line basis over the estimated useful lives of the respective assets, which approximates the pattern that the economic benefits are realized by the Company.

Asset Impairments

Goodwill is tested for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying value of the reporting unit may exceed its fair value. Property, plant and equipment, intangible assets with finite lives and right of use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable, based on the undiscounted cash flows expected to be derived from the use and ultimate disposition of the assets. Assets identified as impaired are carried at estimated fair value.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

Revenue Recognition

The Company recognizes revenue based on the satisfaction of distinct obligations to transfer goods and services to customers. The Company s revenue is generated primarily from product or equipment sales. The Company also generates revenue from custom design and installation services as well as bundled sales arrangements that include product, software and services. The Company applies a five-step approach as defined in Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, in determining the amount and timing of revenue to be recognized: (1) identify the contract with a 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 a corresponding performance obligation is satisfied. Most contracts with customers are to provide distinct products or services within a single contract. However, if a contract is separated into more than one performance obligation, the total transaction price is allocated to each performance obligation in an amount based on the estimated relative standalone selling price.

Product sales to end-customers or distributors represent 78% and 74% of the Company s revenue for the years ended December 31, 2025 and 2024, respectively. This revenue is recognized at a point-in-time, which is generally at the point in time when products have been shipped, right to payment has been obtained and risk of loss has been transferred. Certain of the Company s product performance obligations include proprietary operating system software, which typically is not considered separately identifiable. Therefore, sales of these products and the related software are considered one performance obligation.

The Company has service arrangements where net sales are recognized over time. These arrangements include a variety of post-contract support service offerings, which are generally recognized over time as the services are provided, including the following: maintenance and support services provided under annual service-level agreements; Day 2 professional services to help customers maximize their utilization of deployed systems; and installation services related to the routine installation of equipment ordered by the customer at the customer s site.

Revenue is measured based on the consideration the Company expects to be entitled based on customer contracts. Sales are adjusted for variable consideration amounts, including but not limited to estimated discounts and returns. These estimates are determined based upon historical experience, contract terms, and other related factors. Adjustments to variable consideration

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

estimates are recorded when circumstances indicate revisions may be necessary. Variable consideration is primarily related to the Company s sales to distributors, system integrators and value-added resellers.

A contract liability for deferred revenue is recorded when consideration is received or is unconditionally due from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Deferred revenue balances typically result from advance payments received from customers for product contracts or from billings in excess of revenue recognized on services arrangements.

Unbilled receivables represent amounts earned for which the Company has an unconditional right to payment but has not yet invoiced the customer. When the Company s right to consideration is conditional on future performance or other factors beyond the passage of time, these amounts are classified as contract assets and presented separately from trade accounts receivable in other receivables in the combined balance sheet and are converted to accounts receivable once the Company s right to the consideration becomes unconditional, which varies by contract but is generally based on achieving certain acceptance milestones.

Shipping and Handling Costs

The Company includes shipping and handling costs billed to customers in net sales and includes the costs incurred to transport product to customers as well as certain internal handling costs, which relate to activities to prepare goods for shipment, as cost of sales. Shipping and handling costs incurred after control is transferred to the customer are accounted for as fulfillment costs and are not accounted for as separate revenue obligations.

Tax Collected from Customers

Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by the Company from customers, are excluded from net sales.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

Advertising Costs

Advertising costs are expensed in the period in which they are incurred and are reflected in selling, general and administrative expense on the Combined Statements of Operations. Advertising expense was $10,994 and $6,274 for the years ended December 31, 2025 and 2024 including costs allocated of $2,110 and $450, respectively.

Product Warranties

The Company recognizes a liability for the estimated claims that may be paid under its customer assurance-type warranty agreements to remedy potential deficiencies of quality or performance of the Company s products. These product warranties extend over various periods, depending on the product subject to the warranty and the terms of the individual agreements. The Company records a provision for estimated future warranty claims as cost of sales based upon the historical relationship of warranty claims to sales and specifically identified warranty issues. The Company bases its estimates on assumptions that are believed to be reasonable under the circumstances and revises its estimates, as appropriate, when events or changes in circumstances indicate that revisions may be necessary. Such revisions may be material.

Research and Development

Research and development (R&D) costs are expensed in the period in which they are incurred. R&D costs include materials and equipment that have no alternative future use, depreciation on equipment and facilities currently used for R&D purposes, personnel costs, contract services and reasonable allocations of indirect costs, if clearly related to an R&D activity. Expenditures related to ongoing production are recorded in cost of sales.

During the years ended December 31, 2025 and 2024, the Company incurred research and development costs of $122,603 and $95,807 including costs allocated of $633 and $481, respectively.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

Restructuring

The Company records restructuring charges associated with management-approved restructuring plans, which could include the elimination of job functions, closure or relocation of facilities, reorganization of operations, changes in management structure, workforce reductions or other actions. Restructuring charges may include ongoing and enhanced termination benefits related to employee separations, contract termination costs, impairment of certain assets and other related costs associated with exit or disposal activities. Severance benefits are provided to employees primarily under the Company s ongoing benefit arrangements. These severance costs are accrued once management commits to a plan of termination and it becomes probable that employees will be separated and entitled to benefits at amounts that can be reasonably estimated. In some instances, the Company enhances its ongoing termination benefits with one-time termination benefits, which are recognized when employees are notified of their enhanced termination benefits.

Foreign Currency Translation

The combined financial statements were prepared using the U.S. Dollar as the reporting currency. For the years ended December 31, 2025 and 2024 approximately 40.6% and 41.6%, respectively, of the Company s net sales were to customers located outside the U.S. A portion of these sales was denominated in currencies other than the U.S. dollar, particularly sales from the Company s foreign subsidiaries. The financial position and results of operations of certain of the Company s foreign subsidiaries are measured using the local currency as the functional currency. Revenues and expenses of these foreign subsidiaries have been translated from their respective functional currencies into U.S. dollars at average exchange rates prevailing during the periods. Assets and liabilities of these subsidiaries have been translated at the exchange rates as of the balance sheet date. Translation gains and losses are recorded in accumulated other comprehensive loss. Upon sale or liquidation of an investment in a foreign subsidiary, the amount of net translation gains or losses that have been accumulated in other comprehensive loss attributable to that investment are reported as a gain or loss in earnings in the period in which the sale or liquidation occurs.

Aggregate foreign currency remeasurement gains and losses, such as those resulting from the settlement of receivables or payables, foreign currency contracts and short-term intercompany advances in a currency other than the subsidiary s functional currency, are recorded currently in earnings (included in other (expense) income, net) and resulted in (losses) gains of $(1,846) and $830, during the years ended December 31, 2025 and 2024, respectively.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

Equity-Based Compensation

The estimated fair value of stock awards is recognized as expense over the requisite service periods. Forfeitures of stock awards are recognized as they occur. The Company records deferred tax assets related to compensation expense for awards that are expected to result in future tax deductions for the Company, based on the amount of compensation cost recognized and the Company s statutory tax rate in the jurisdiction in which it expects to receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and actual tax deductions reported on the Company s income tax return are recorded in the Combined Statements of Operations within income tax (expense) benefit.

Fair Value Measurements

The Company s financial instruments consist primarily of cash and cash equivalents, trade receivables, and trade payables. The carrying amounts of these financial instruments as of December 31, 2025 and 2024 were considered representative of their fair values due to their short terms to maturity.

Fair value measurements using quoted prices in active markets for identical assets and liabilities fall within Level 1 of the fair value hierarchy, measurements using significant other observable inputs fall within Level 2, and measurements using significant unobservable inputs fall within Level 3.

Pension Plans

Multiemployer Plans

Although Vistance Networks does not participate in multiemployer benefit plans, certain Ruckus employees in the U.S. and in other foreign countries participate in pension plans sponsored by Vistance Networks. Therefore, these plans are accounted for in accordance with FASB ASC Subtopic 715-80 Compensation Retirement Benefits: Multiemployer Plans. As such, the Company is allocated relevant participation costs for these employee benefit plans from Vistance Networks.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

The Company has not recorded any assets and liabilities associated with its participation in these plans in the Combined Balance Sheets as of December 31, 2025 and 2024 as any contributions required for such participation were paid as of year-end. Pension costs associated with its participation in these plans are recorded as a component of corporate allocations described in Note 10.

Defined Contribution Plans

Employees of the Company participate in defined contribution retirement savings plans sponsored by Vistance Networks including 401(k) plans and non-contributory and contributory deferred compensation plans. These plans allow employees meeting certain requirements to contribute a portion of their compensation on a pretax and/or after-tax basis in accordance with guidelines established by the plans and the Internal Revenue Service or other tax authorities. Vistance Networks matches a percentage of the employee contributions up to certain limits. The U.S. 401(k) plan is the most significant defined contribution plan. During the years ended December 31, 2025 and 2024 the Company recognized expenses associated with the U.S. 401(k) plans of $5,694 and $5,120, respectively.

Net Parent Investment

Net parent investment in the Combined Balance Sheets and Combined Statements of Equity represents Vistance Networks historical investment in the Company, the accumulated income (deficit) and the net effect of the transactions with and allocations from the Parent.

Income Taxes

The Company is included in the foreign and domestic tax returns of Vistance Networks. The provision for income taxes is calculated using the separate-return method. Under this methodology, the Company is assumed to file a separate return with the tax authority in each jurisdiction in which it operates, thereby reporting its taxable income or loss. The Company's current provision is the amount of tax payable or refundable on the basis of a hypothetical, current-year separate return. The Company provides deferred taxes on temporary differences and on any carryforwards that it could claim on its hypothetical returns and assesses the need for a valuation allowance on the basis of its proposed separate-return results.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

Tax benefits that result from uncertain tax positions may be recognized only if they are considered more likely than not to be sustainable, based on their technical merits. The amount of benefit to be recognized is the largest amount of tax benefit that is at least 50% likely to be realized.

Concentrations of Risk

Non-derivative financial instruments used by the Company in the normal course of business include letters of credit and commitments to extend credit, primarily accounts receivable. The Company generally does not require collateral on its accounts receivable. These financial instruments involve risk, including the credit risk of nonperformance by the counterparties to those instruments, and the actual loss may exceed the reserves provided in the Company s Combined Balance Sheets.

During the years ended December 31, 2025 and 2024, net sales to the Company s two largest customers accounted for a combined 36% and 33%, respectively. As of December 31, 2025 and 2024, the two largest customers accounted for a combined 38% and 39% of the Company s accounts receivable, respectively. No other customers accounted for 10% or more of the Company s net sales or accounts receivable as of these dates.

The Company manages its exposures to credit risk associated with accounts receivable using tools such as credit approvals, credit limits and monitoring procedures. The Company estimates the allowance for doubtful accounts based on the actual payment history and individual circumstances of significant customers as well as the age of receivables. In management s opinion, as of December 31, 2025, the Company did not have significant unreserved risk of credit loss due to the non-performance of customers or other counterparties related to amounts receivable. However, an adverse change in financial condition of a significant customer or group of customers or in the telecommunications industry could materially affect the Company s estimates related to doubtful accounts.

The principal raw materials and components purchased by the Company (wired switches, access points, capacitors, memory devices and silicon chips) are subject to changes in market price as these materials are linked to various commodity markets. The Company attempts to mitigate these risks through effective requirements planning and by working closely with its key suppliers to obtain the best possible pricing and delivery terms.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

The Company relies on sole suppliers or a limited group of suppliers for all Ruckus products. Any disruption or termination of these arrangements could have a material adverse impact on the Company s results of operations.

Recent Accounting Pronouncements

Adopted in 2025

On January 1, 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance improves income tax disclosures by requiring additional information related to the rate reconciliation and income taxes paid, including 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) disaggregation of income taxes paid by jurisdiction. The guidance is effective for the Company on a prospective or retroactive basis, beginning January 1, 2025 for the annual period. As a result, the Company has enhanced its income tax disclosures to align with the new guidance on a prospective basis. As the adoption of this ASU relates to disclosures only, there was no impact to the Company s results of operations and financial condition.

Issued but Not Adopted

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The new guidance addresses various technical corrections, clarifications, and minor improvements to the ASC. The ASU addresses 33 issues, primarily clarifying existing guidance, correcting errors, or making minor improvements to enhance the understandability and application of the ASC. The amendments are varied in nature and may impact the application of guidance in areas where the original guidance was unclear. The guidance is effective for the Company beginning January 1, 2027 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the combined financial statements.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

2. Summary of Significant Accounting Policies (continued)

statements and notes in accordance with generally accepted accounting principles (GAAP). The ASU provides a comprehensive list of interim disclosures required by GAAP, which is intended to improve efficiency in using the ASC. This list clarifies existing requirements and does not aim to expand or reduce current interim disclosure obligations. The guidance is effective for the Company beginning January 1, 2028 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the interim combined financial statements.

In September 2025 the FASB issued ASU No. 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance modernizes the accounting for software costs and provides the following criteria for capitalization of software costs: (1) management has authorized and committed to funding the software project; and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for the Company on a prospective, modified prospective or retrospective basis, beginning January 1, 2028 for the interim and annual periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the combined financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The new guidance is expected to provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to analyze and estimate credit losses for current accounts receivable and current contract assets. The amendments in this update introduce a practical expedient when applying the guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets resulting from transactions arising from contracts with customers. The guidance is effective for the Company on a prospective basis, beginning January 1, 2026 for the interim and annual periods. Early adoption is permitted. The adoption of ASU 2025-05 will not have a material impact on the Company s combined financial statements or disclosures.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

disaggregation of revenue and income tax information, the disaggregated expense information required by these amendments will enable investors to better understand the major components of an entity's income statement. The guidance is effective for the Company on a prospective or retrospective basis, as of January 1, 2027 for the annual period. Early adoption is permitted. As this ASU relates to disclosures only, there will be no impact to the Company's combined results of operations and financial condition.

3. Goodwill and Other Intangible Assets

The following table presents details of the Company's intangible assets other than goodwill:

December 31, 2025

December 31, 2024

Gross Carrying Amount Accelerated Amortization Net Carrying Amount Gross Carrying Amount Accelerated Amortization Net Carrying Amount

Customer base $ 155,000 $ (69,750) $ 85,250 $ 155,000 $ (59,417) $ 95,583

Patents and technologies 248,000 (239,143) 8,857 248,000 (203,714) 44,286

Tradenames & trademarks 54,000 (28,039) 25,961 54,000 (23,885) 30,115

Total intangible assets $ 457,000 $ (336,932) $ 120,068 $ 457,000 $ (287,016) $ 169,984

There were no impairments of finite lived intangible assets identified during the years ended December 31, 2025 or 2024.

Amortization expense for intangible assets was $49,916 and $49,916, for the years ended December 31, 2025 and 2024, respectively. Future amortization expense for intangible assets as of December 31, 2025 is as follows:

Estimated Amortization Expense

2026 $ 23,344

2027 14,487

2028 14,487

2029 14,487

2030 14,487

Thereafter 38,776

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

3. Goodwill and Other Intangible Assets (continued)

The following table presents the activity in goodwill:

Total

Gross goodwill as of December 31, 2023

$ 417,525

Accumulated impairment losses

(41,200)

Net goodwill as of December 31, 2023

$ 376,325

FY24 activity

Foreign currency translation loss

$ (701)

Gross goodwill as of December 31, 2024

$ 416,824

Accumulated impairment losses

(41,200)

Net goodwill as of December 31, 2024

$ 375,624

FY25 activity

Foreign currency translation gain

$ 1,315

Gross goodwill as of December 31, 2025

$ 418,139

Accumulated impairment losses

(41,200)

Net goodwill as of December 31, 2025

$ 376,939

During the annual impairment tests performed in the fourth quarter of 2025 and 2024, respectively, no goodwill impairments were identified.

Estimating the fair value of a reporting unit involves uncertainties because it requires management to develop numerous assumptions, including assumptions about the future growth and potential volatility in revenues and costs, capital expenditures, industry economic factors and future business strategy. Changes in projected revenue growth rates, projected EBITDA margin percentages, terminal growth rates, lower market multiples or estimated discount rates due to uncertain market conditions, loss of one or more key customers, changes in the Company s strategy, changes in technology or other factors could negatively affect the fair value of the Company s reporting unit and result in a material impairment charge in the future.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

4. Revenue from Contracts with Customers

Customer Contract Balances

The following table provides the balance sheet location and amounts of contract assets, or unbilled accounts receivable, and contract liabilities, or deferred revenue, from contracts with customers as of December 31, 2025 and 2024.

December 31,

Contract Balance Type

Balance Sheet Location

2025 2024

Unbilled accounts receivable

Accounts receivable, less allowance for doubtful accounts

$ 90 $ 261

Deferred revenue - current

Accrued other liabilities

88,029 77,275

Deferred revenue - noncurrent

Other noncurrent liabilities

92,265 79,680

5. Leases

The Company has operating type leases for real estate both in the U.S. and internationally. As of December 31, 2025 and 2024, the Company had no finance type leases. Operating lease expense related to leases attributable to the Company was $7,730 and $7,718 for the years ended December 31, 2025 and 2024, respectively. Operating lease expense related to leases attributable to the Parent are allocated within the Combined Statements of Operations.

Supplemental cash flow information related to operating leases:

Year Ended December 31,

2025 2024

Operating cash paid to settle lease liabilities

$ 7,946 $ 8,312

Right of use asset additions in exchange for lease liabilities

2,969 4,404

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

5. Leases (continued)

Supplemental balance sheet information related to operating leases:

December 31,

Balance Sheet Location

2025 2024

Right of use assets

Other noncurrent assets

$ 23,686 $ 25,753

Lease liabilities

Accrued and other liabilities

6,238 5,655

Lease liabilities

Other noncurrent liabilities

23,802 27,059

Total lease liabilities

$ 30,040 $ 32,714

Weighted average remaining lease term (in years) 5.9

Weighted average discount rate 6.8%

Future minimum lease payments under non-cancellable leases as of December 31, 2025 are as follows:

Operating

Leases

2026

$ 7,963

2027

5,514

2028

5,310

2029

4,731

2030

4,615

Thereafter

8,056

Total minimum lease payments

36,189

Less: imputed interest

(6,149)

Total

$ 30,040

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

6. Supplemental Financial Statement Information

Inventories

December 31,

2025 2024

Raw materials

$ 2,829 $ —

Work in progress

3,120

122

Finished goods

65,827 55,675

Total inventories, net

$ 71,776 $ 55,797

Property, Plant and Equipment

December 31,

2025

2024

Buildings and improvements

$ 13,014 $ 14,518

Machinery and equipment

33,485 39,148

Construction in progress

1,642

921

48,141 54,587

Accumulated depreciation

(39,874) (46,908)

Total property, plant and equipment, net

$ 8,267 $ 7,679

Depreciation expense was $3,304 and $3,612 during the years ended December 31, 2025 and 2024, respectively, including costs allocated of $987 and $810, respectively. No interest was capitalized during the periods presented.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

6. Supplemental Financial Statement Information (continued)

Accrued and Other Liabilities

December 31,

2025

2024

Deferred revenue

$ 88,029 $ 77,275

Compensation and employee benefit liabilities

55,913 17,177

Product warranty accrual

10,264 7,281

Operating lease liabilities

6,238 5,655

Contract manufacturing liability

2,688 14,862

Other

20,117 16,081

Total accrued and other liabilities

$ 183,249 $ 138,331

Accumulated Other Comprehensive Loss

The following table presents changes in accumulated other comprehensive loss (AOCL), net of tax:

December 31,

2025

2024

Foreign currency translation

Balance at beginning of period $ (3,117) $ (2,554)

Other comprehensive income (loss)

923 (563)

Amount reclassified from AOCL

1,013 —

Balance at end of period $ (1,181) $ (3,117)

During the year ended December 31, 2025, $1,013 of foreign currency translation related to the divestiture of Vistance Networks Outdoor Wireless Networks (OWN) segment was reclassified from net AOCL and recorded in net parent investment on the Combined Balance Sheet.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

6. Supplemental Financial Statement Information (continued)

Cash Flow Information

Year Ended December 31,

2025

2024

Cash paid during the period for:

Income taxes, net of refunds

$ 5,901

$ 2,039

7. Restructuring Costs

The Company incurs costs associated with restructuring initiatives intended to improve overall operating performance and profitability. The costs related to restructuring actions are generally cash-based and primarily consist of employee-related costs, which include severance and other one-time termination benefits.

In addition to the employee-related costs, the Company records other costs associated with restructuring actions such as the gain or loss on the sale of facilities and impairment costs arising from unutilized real estate or equipment. The Company attempts to sell or lease this unutilized space but additional impairment charges may be incurred related to these or other excess assets.

During the years ended December 31, 2025 and 2024, the Company incurred restructuring cost, net of $4,635 and $2,185, respectively, including costs allocated of $1,228 and $299, respectively.

Restructuring Costs

Balance as of January 1, 2024

$ 70

Additional expense

1,886

Cash paid

(1,517)

Balance as of December 31, 2024

439

Additional expense

3,407

Cash paid

(1,809)

Balance as of December 31, 2025

$ 2,037

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

7.Restructuring Costs (continued)

Restructuring liabilities of $2,037 and $439 as of December 31, 2025 and 2024, respectively, are included in accrued and other liabilities on the Combined Balance Sheets. Additional restructuring actions are expected to be identified, and the resulting charges and cash requirements could be material.

8.Income Taxes

The Company is included in the foreign and domestic tax returns of Vistance Networks. The provision for income taxes is calculated by using, in general, a separate-return methodology. Under this methodology, the Company is assumed to file a separate return with the tax authority in each jurisdiction in which it operates, thereby reporting its taxable income or loss and paying the applicable tax to or receiving the appropriate refund from Vistance Networks. The Company s current provision is the amount of tax payable or refundable on the basis of a hypothetical, current-year separate return. The Company provides deferred taxes on temporary differences and on any carryforwards that it could claim on its hypothetical returns and assesses the need for a valuation allowance on the basis of its proposed separate-return results.

Income (loss) before income taxes includes the results from domestic and international operations as follows:

Year Ended December 31,

2025

2024

U.S. companies

$ 23,836 $ (35,457)

Non-U.S. companies

24,658 6,787

Income (loss) before income taxes

$ 48,494 $ (28,670)

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

8. Income Taxes

Significant components of income tax expense (benefit) were as follows:

Year Ended December 31,

2025 2024

Current:

Federal

$ 426 $ 6,540

State

6,081 2,507

Foreign

— 1,188

Current income tax expense

$ 6,507 $ 10,235

Deferred:

Federal

$ 4,461 $ (14,243)

State

687

(141)

Foreign

963

(1,875)

Deferred income tax expense (benefit)

6,111 (16,259)

Total income tax expense (benefit)

$ 12,618 $ (6,024)

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

8. Income Taxes (continued)

The following table reflects the effective income tax rate reconciliation for the year ended December 31, 2025 (ASU 2023-09) (Prospective Adoption):

Amount

% of

Statutory

Tax

Pre-tax book income

$ 48,494 —%

U.S. federal statutory tax rate

10,184 21.0

State and local income taxes, net of federal income tax

effect

978 2.0

Foreign tax effects:

Effect of rates different than statutory

782

1.6

Other foreign jurisdictions

787

1.6

Tax credits:

U.S. R&D credit

(2,842) (5.8)

Other

2,729 5.6

Income tax provision

$ 12,618

26.8%

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

8. Income Taxes (continued)

The Company adopted ASU 2023-09 prospectively beginning in fiscal year 2025. As permitted by the standard, prior-period disclosures have not been retrospectively adjusted. The reconciliation of income taxes attributable to operations at the applicable U.S. federal statutory tax rates to income tax expense for periods prior to adoption reflects the presentation required under legacy ASC 740 and is not directly comparable to the current year presentation.

Year Ended

December 31,

2024

Income tax expense at federal statutory rate

$ (6,021)

State income taxes, net of federal tax effect

(980)

U.S. federal R&D credits

(4,079)

Withholding taxes and Subpart F income, net of foreign tax credits

804

Foreign earnings taxed at other than federal rate

125

Other

4,127

Total income tax expense

$ (6,024)

Cash paid for income taxes, net of refunds received by jurisdiction pursuant to the disclosure requirements of ASU 2023-09, is as follows:

Year Ended

December 31,

2025

Foreign

United Kingdom

$ 4,078

India

1,125

Other

698

Cash paid for income taxes, net of refunds received

$ 5,901

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

8. Income Taxes (continued)

The components of deferred income tax assets and liabilities and the classification of deferred tax balances on the balance sheet were as follows:

December 31,

2025 2024

Deferred tax assets:

Accounts receivable, inventory and warranty reserves

$ 25,030 $ 31,183

Employee benefits

5,801

599

Net operating losses and tax credit carryforwards

30,264 665

Capitalized research and development costs

81,179 126,966

Deferred revenue

42,841 37,300

Other

9,313 12,366

Total deferred tax assets

$ 194,428 $ 209,079

Deferred tax liabilities:

Intangible assets

(9,191) (17,731)

Total deferred tax liabilities

(9,191) (17,731)

Net deferred tax asset

185,237 191,348

Deferred taxes recognized on the balance sheet:

Noncurrent deferred tax asset

185,280 191,349

Noncurrent deferred tax liability

(43) (1)

Net deferred tax asset

$ 185,237 $ 191,348

The deferred tax asset for federal and state net operating losses and tax credit carryforwards as of December 31, 2025 (net of federal tax effects) of $30,264 which have an expiration date of 2040. Certain of these foreign net operating loss carryforwards are subject to local restrictions limiting their utilization. There are no valuation allowances related to deferred tax assets.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

8. Income Taxes (continued)

The following table reflects a reconciliation of the beginning and end of period amounts of gross unrecognized tax benefits, excluding interest and penalties:

Uncertain Tax Positions

Year Ended December 31,

2025 2024

Balance at beginning of period

$ 2,596 $ 1,984

Increase related to prior periods

— —

Decrease related to prior periods

— —

Increase related to current periods

426 612

Decrease related to settlements with taxing authorities

— —

Decrease related to lapse in statutes of limitations

— —

Balance at end of period

$ 3,022 $ 2,596

The Company s liability for unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate in future periods was $3,022 and $2,596 as of December 31, 2025 and 2024, respectively. The Company operates in numerous jurisdictions worldwide and is subject to routine tax audits on a regular basis. The determination of the Company s unrecognized tax benefits involves significant management judgment regarding interpretation of relevant facts and tax laws in each of these jurisdictions.

Unrecognized tax benefits are reviewed and evaluated on an ongoing basis and may be adjusted for changing facts and circumstances including the lapse of applicable statutes of limitation and closure of tax examinations. Although the timing and outcome of such events are difficult to predict, the Company estimates that the balance of unrecognized tax benefits, excluding the impact of accrued interest and penalties, will be immaterial to the overall financial statements.

Interest and penalties related to unrecognized tax benefits is considered immaterial to the overall financial statements. The Company was historically included in Vistance Networks and ARRIS federal, state and local tax returns, with statutes of limitation generally ranging from 3 to 4 years. The Company is generally no longer subject to federal tax examinations for years prior to 2021 or state and local tax examinations for years prior to 2019. Tax returns related to the Company filed by Vistance Networks and ARRIS are generally subject to statutes of limitations of 3 to 7 years

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

8.Income Taxes (continued)

and are generally no longer subject to examination for years prior to 2020. In many jurisdictions, tax authorities retain the ability to review prior years tax returns and to adjust any net operating loss or tax credit carryforwards from these years that are available to be utilized in subsequent periods.

The Organization for Economic Co-operation and Development has proposed a global minimum tax of 15% under its Pillar Two Model Rules. Beginning in 2023, many countries began to incorporate Pillar Two into their domestic laws with Pillar Two becoming effective in some countries beginning in 2024. In 2025, the Company incurred insignificant tax expense in connection with Pillar Two. On January 5, 2026, the OECD released a comprehensive package for a side-by-side arrangement with respect to Pillar Two. Notably, once adopted, this new guidance will prevent other countries from imposing tax on the U.S. profits of American companies. The Company will continue to monitor U.S. and international legislative developments, including further announcements on the side-by-side package, to assess any potential impacts on its operations.

On July 4, 2025, U.S. legislation formally titled An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14 (the Act), commonly referred to as the One Big Beautiful Bill Act, was signed into law. The Act, among other provisions, extended certain key elements of the 2017 Tax Cuts and Jobs Act and introduced targeted changes to the U.S. federal income tax regime. The effects of OBBBA are reflected in the combined financial statements for the year ended December 31, 2025.

9.Equity-Based Compensation

Equity-Based Compensation Plans

Vistance Networks has share-based compensation plans under which it grants stock options, stock appreciation rights, restricted stock, stock units (including restricted stock units (RSUs) and deferred stock units), performance awards, and other stock-based awards and cash-based awards.

As of December 31, 2025, $3,746 of total unrecognized compensation expense related to unvested RSUs and performance share units (PSUs) is expected to be recognized over a remaining weighted average period of 2.1 years. There were no significant capitalized equity-based compensation costs at December 31, 2025.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

9. Equity-Based Compensation (continued)

Employees of the Company hold RSUs and performance awards during the periods presented in the Combined Statements of Operations. The following table shows a summary of the equity-based compensation expense included in the Combined Statements of Operations, which includes an allocation of equity-based compensation expense for Vistance Networks corporate and shared functional employees of $5,876 and $1,967 for the years ended December 31, 2025 and 2024, respectively:

Year Ended December 31,

2025

2024

Selling, general and administrative

$ 6,514 $ 3,822

Research and development

1,320 1,214

Cost of sales

846

565

Total equity-based compensation expense

$ 8,680 $ 5,601

Vistance Networks believes the valuation techniques and the approaches utilized to develop the underlying assumptions are appropriate in estimating the fair values of its equity-based compensation. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards. Subsequent events are not indicative of the reasonableness of the original estimates of fair value made by Vistance Networks.

Restricted Stock Units

RSUs entitle the holder to shares of Vistance Networks common stock after a vesting period of generally three years. The fair value of the awards is determined on the grant date based on Vistance Networks stock price.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

9. Equity-Based Compensation (continued)

The following table summarizes the RSU activity (in thousands, except per share data), excluding RSU awards for Vistance Networks corporate and shared functional employees:

Restricted Stock Units Weighted Average Grant Date Fair Value Per Share

Non-vested share units at December 31, 2024

1,370

$ 3.14

Granted

548

6.20

Vested and shares issued

(638)

4.26

Non-vested share units at December 31, 2025

1,280

$ 3.90

The weighted average grant date fair value per unit of these awards granted during the years ended December 31, 2025 and 2024 was $6.20 and $1.53, respectively. The total fair value of RSUs that vested during the years ended December 31, 2025 and 2024 was $2,716 and $4,588, respectively.

Performance Share Units

PSUs are stock awards in which the number of shares ultimately received by the employee depends on achievement toward a performance measure. Certain of Vistance Networks PSUs have an internal performance measure and vest at the end of three years with the number of shares issued varying between 0% and 200% of the units granted. Beginning in 2025, Vistance Networks also granted PSUs that vest over three years but are earned based on annual performance periods; these awards are divided into three equal tranches, each tied to the applicable annual internal performance measure, with each tranche payable between 0% and 200% of the units granted. The fair value of all such awards is determined on the date of grant based on the Vistance Networks stock price.

Vistance Networks also has PSUs with a market condition based on the total stockholder return (TSR) ranking relative to the S&P 500 TSR for a three-year period. The number of shares issued under these awards can vary between 0% to 200% of the number of PSUs granted. Vistance Networks uses a Monte Carlo simulation model to estimate the fair value of PSUs with a market condition performance measure at the date of grant. Key assumptions used in the model include

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

9. Equity-Based Compensation (continued)

the risk-free interest rate, which reflects the yield on zero-coupon U.S. treasury securities, and stock price volatility, which is derived based on the historical volatility of the Vistance Networks stock.

During the year ended December 31, 2025, certain PSUs expired as the market condition based on Vistance Networks TSR ranking relative to the S&P 500 TSR was not met. Consequently, no shares were issued related to these awards.

The following table summarizes the PSU activity (in thousands, except per share data) excluding PSU awards for Vistance Networks corporate and shared functional employees:

Performance Share Units Weighted Average Grant Date Fair Value Per Share

Non-vested share units at December 31, 2024

230 $ 4.32

Vested and shares issued

(4) 8.68

Forfeited

(2) 8.68

Non-vested share units at December 31, 2025

224 $ 4.20

No PSUs were granted during the year ended December 31, 2025 and 2024. The total fair value of PSUs that vested during the year ended December 31, 2025 was $38. No PSUs vested during the year ended December 31, 2024.

10. Related-Party Transactions

These combined financial statements include related party transactions with Vistance Networks that include the following:

•Allocations for management costs and corporate support services provided to the Company totaled $73,708 and $70,769 during the years ended December 31, 2025 and 2024, respectively;

•Allocations for depreciation related to shared fixed assets (see Note 6);

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

10. Related-Party Transactions (continued)

•Allocations for certain shared research and development costs (see Note 2);

•Employees of the Company participate in the Vistance Networks defined benefit and defined contribution pension plans (see Note 2);

•Allocations for certain shared advertising expenses (see Note 2);

•Allocations for certain shared restructuring costs (see Note 7);

•Allocations of equity-based compensation for employees in the Vistance Networks equity-based compensation plans (see Note 9);

•Allocations for transition services agreement income related to support services provided by the Company, totaling $4,562 and $1,923, during the years ended December 31, 2025 and 2024, respectively.

Transition service agreement income

Transition service agreement (TSA) income is related to the TSA entered in conjunction with the closing of the transactions to divest of the Parent's OWN segment and DAS business unit in January 2025 and the OneCell business in April 2025, as well as the closing of the transaction to divest of the Home Networks (Home) business in January 2024. Under the TSAs, the Company provides and receives certain post-closing support on a transitional basis.

Debt due from Parent

On April 19, 2024, the Company and Vistance Networks entered into a revolving loan agreement providing Vistance Networks with access to borrow up to $10 million to fund its working capital and operating activities. The maturity date of the revolving loan was originally April 31, 2025, but the loan was amended to extend the maturity date to April 30, 2026. As of December 31, 2024, the Company had lent $6.7 million on the facility, which is presented within prepaid expenses and other current assets on the Combined Balance Sheets. On November 19, 2025, Vistance Networks repaid the entire outstanding balance of its revolving credit facility with the Company.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

10.Related-Party Transactions (continued)

Interest income on the loan accrues quarterly at an annualized interest rate equal to 10%, for a total of $236 and $476 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2024, a corresponding accrued interest receivable was recorded as prepaid expenses and other current assets on the Combined Balance Sheets.

Net Parent Investment

As discussed in the basis of presentation in Note 1, all balances and transactions among the Company and related parties which include the transfer of cash and cash equivalents to and from Vistance Networks and the total net effect of the settlement of intercompany transactions which are not historically cash settled between the Company and Vistance Networks, including cash sweeps in the centralized cash management system, are reflected in net parent investment. Allocations for depreciation related to shared assets are reflected as cash outflows from operating activities and cash inflows from financing transactions with Parent, net on the Combined Statements of Cash Flows.

11.Commitments and Contingencies

The following table summarizes the activity in the product warranty accrual, included in accrued and other liabilities:

Year Ended December 31,

2025

2024

Product warranty accrual, beginning of period

$ 7,281 $ 11,525

Provision for warranty claims

9,177 4,272

Warranty claims paid

(6,194) (8,516)

Product warranty accrual, end of period

$ 10,264 $ 7,281

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

11. Commitments and Contingencies (continued)

Legal Proceedings

The Company is a party to certain intellectual property claims and also periodically receives notices asserting that its products infringe on another party s patents and other intellectual property rights. These claims and assertions, whether against the Company directly or against its customers, could require the Company to pay damages, royalties, stop offering the relevant products and/or cease other activities. The Company may also be called upon to indemnify certain customers for costs related to products sold to such customers. While the outcome of these claims and notices is uncertain and a reasonable estimate of the loss from unfavorable outcomes in certain of these matters cannot be determined, an adverse outcome could result in a material loss.

The Company did not have any material litigation as of and during the years ended December 31, 2025 and 2024.

The Company is also a plaintiff or a defendant in certain other pending legal matters in the normal course of business. Management believes none of these other pending legal matters will have a material adverse effect on the Company s business or financial condition upon final disposition.

The Company is subject to various federal, state, local and foreign laws and regulations governing the use, discharge, disposal and remediation of hazardous materials. Compliance with current laws and regulations has not had, and is not expected to have, a materially adverse effect on the Company s financial condition or results of operations.

Ruckus Wireless Networks

Notes to Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

12.Geographic Information

Sales to customers located outside of the U.S. comprised 40.6% and 41.6% of total net sales during the years ended December 31, 2025 and 2024, respectively. Sales by geographic region, based on the destination of product shipments or service provided, were as follows:

Year Ended December 31,

2025

2024

United States (U.S.)

$ 408,148

$ 304,475

Europe, Middle East and Africa (EMEA)

142,889

104,921

Caribbean and Latin America (CALA)

23,525

23,131

Canada

13,230

8,959

Asia Pacific (APAC)

98,985

79,703

Net sales

$ 686,777

$ 521,189

Long-lived assets, excluding intangible assets, consist substantially of property, plant and equipment and right of use assets. The Company s long-lived assets, excluding intangible assets, located in the U.S., EMEA, and APAC regions represented the following percentages of such long-lived assets: 79%, 3% and 18%, respectively, as of December 31, 2025 and 76%, 3% and 21%, respectively, as of December 31, 2024. The Company does not have long-lived assets, excluding intangible assets, located in the CALA region as of December 31, 2025 and 2024.

13.Subsequent Events

On April 29, 2026, Vistance Networks entered into a definitive agreement (Agreement) with Belden Inc., a Delaware corporation (Belden), pursuant to which Belden has agreed to acquire Ruckus in exchange for $1.846 billion in cash, to be paid by Belden upon closing. Vistance Networks expects to incur approximately $150 million in transaction-related expenses and taxes. The sale is expected to close in the second half of 2026, subject to customary closing conditions, including receipt of applicable regulatory approvals.

The Company evaluated subsequent events through June 15, 2026, the date the financial statements were available to be issued.

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EX-99.2

Filename: ruckusq12026financialstate.htm · Sequence: 5

Document

Ruckus Wireless Networks

Condensed Combined Financial Statements

Three Months Ended March 31, 2026 and 2025

Table of Contents

Review Report of Independent Auditors 1

Condensed Combined Financial Statements

Condensed Combined Statements of Operations 3

Condensed Combined Statements of Comprehensive Income 4

Condensed Combined Balance Sheets 5

Condensed Combined Statements of Cash Flows 6

Condensed Combined Statements of Equity 7

Notes to Unaudited Condensed Combined Financial Statements 8

Review Report of Independent Auditors

The Board of Directors of Vistance Networks, Inc.

Results of Review of Interim Financial Information

We have reviewed the condensed combined financial statements of Ruckus Wireless Networks (the Company), which comprise the combined balance sheet as of March 31, 2026, and the related condensed combined statements of operations, comprehensive income, equity, and cash flows for the three-month periods ended March 31, 2026 and 2025, and the related notes (collectively referred to as the interim financial information ).

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed interim financial information for it to be in accordance with accounting principles generally accepted in the United States of America.

Basis for Review Results

We conducted our reviews in accordance with auditing standards generally accepted in the United States of America (GAAS) applicable to reviews of interim financial information. A review of condensed interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. A review of condensed interim financial information is substantially less in scope than an audit conducted in accordance with GAAS, the objective of which is an expression of an opinion regarding the financial information as a whole, and accordingly, we do not express such an opinion. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our review. We believe that the results of the review procedures provide a reasonable basis for our conclusion.

Responsibilities of Management for the Interim Financial Information

Management is responsible for the preparation and fair presentation of the condensed interim financial information in accordance with accounting principles generally accepted in the United States of America and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of interim financial information that is free from material misstatement, whether due to fraud or error.

Report on Condensed Balance Sheet as of December 31, 2025

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the combined balance sheet as of December 31, 2025, and the related combined statements of operations, comprehensive income, equity and cash flows for the year then ended (not presented herein); and we expressed an unmodified audit opinion on those audited combined financial statements in our report dated June 15, 2026. In our opinion, the accompanying condensed combined balance sheet of the Company as of December 31, 2025, is consistent, in all material respects, with the audited combined financial statements from which it has been derived.

June 15, 2026

Ruckus Wireless Networks

Condensed Combined Statements of Operations

(Unaudited In Thousands)

Three Months Ended

March 31,

2026 2025

Net sales

$ 173,393 $ 152,554

Cost of sales

56,097 57,143

Gross profit

117,296 95,411

Transition service agreement income

389

957

Operating expenses:

Selling, general and administrative

67,815 48,153

Research and development

25,088 26,966

Amortization of purchased intangible assets

12,479 12,479

Restructuring cost, net

4,495 1,619

Total operating expenses

109,877 89,217

Operating income

7,808 7,151

Other income (expense), net

427

(667)

Interest income

—

126

Income before income taxes

8,235 6,610

Income tax expense

(1,446) (1,681)

Net income

$ 6,789 $ 4,929

See notes to unaudited condensed combined financial statements.

Ruckus Wireless Networks

Condensed Combined Statements of Comprehensive Income

(Unaudited In Thousands)

Three Months Ended

March 31,

2026

2025

Comprehensive income:

Net income

$ 6,789 $ 4,929

Other comprehensive income, net of tax:

Foreign currency translation gain

526

1,286

Total comprehensive income

$ 7,315 $ 6,215

See notes to unaudited condensed combined financial statements.

Ruckus Wireless Networks

Condensed Combined Balance Sheets

(In Thousands)

March 31,

2026

December 31,

2025

(Unaudited)

Assets

Cash and cash equivalents

$ 175,300 $ 129,492

Accounts receivable, less allowance for doubtful accounts of $234 and $348, respectively

109,401 77,029

Inventories, net

81,686 71,776

Prepaid expenses and other current assets

11,380 7,016

Total current assets

377,767 285,313

Property, plant, and equipment, net of accumulated depreciation of $40,890 and $39,874, respectively

7,882 8,267

Goodwill

376,939 376,939

Other intangible assets, net

107,589 120,068

Deferred income taxes

184,400 185,280

Other noncurrent assets

27,444 28,072

Total assets

$ 1,082,021 $ 1,003,939

Liabilities and equity

Accounts payable

$ 39,745 $ 51,924

Accrued and other liabilities

150,450 183,249

Total current liabilities

190,195 235,173

Deferred income taxes

Other noncurrent liabilities

127,443 122,636

Total liabilities

317,681 357,852

Commitments and contingencies (Note 1)

Equity:

Net parent investment

764,995 647,268

Accumulated other comprehensive loss

(655) (1,181)

Total equity

764,340 646,087

Total liabilities and equity

$ 1,082,021 $ 1,003,939

See notes to unaudited condensed combined financial statements.

Ruckus Wireless Networks

Condensed Combined Statements of Cash Flows

(Unaudited In Thousands)

Operating activities

Three Months Ended

March 31,

2026 2025

Net income

$ 6,789

$ 4,929

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

Depreciation and amortization

13,123 13,027

Equity-based compensation

2,531 1,683

Deferred income taxes

881

814

Changes in assets and liabilities:

Accounts receivable

(32,380) (14,590)

Inventories

(9,910) 19,566

Prepaid expenses and other current assets

(4,364) (3,247)

Accounts payable

(12,183) 3,080

Accrued and other liabilities

(32,798) 2,425

Other noncurrent assets

618

(646)

Other noncurrent liabilities

4,812 1,821

Other

180

—

Net cash (used in) generated by operating activities

(62,701)

28,862

Investing activities

Cash inflows related to debt due from Parent

—

5,418

Additions to property, plant and equipment

(435)

(65)

Net cash (used in) generated by investing activities

(435)

5,353

Financing activities

Financing transactions with Parent, net

108,907

(50,660)

Net cash generated by (used in) financing activities

108,907

(50,660)

Effect of exchange rate changes on cash and cash equivalents

Change in cash and cash equivalents

45,808

(16,442)

Cash and cash equivalents at beginning of period

129,492

32,966

Cash and cash equivalents at end of period

$ 175,300 $ 16,524

See notes to unaudited condensed combined financial statements.

Ruckus Wireless Networks

Condensed Combined Statements of Equity

(Unaudited In Thousands)

Net Parent

Investment

Accumulated

Other

Comprehensive

Loss

Total Equity

Balance as of December 31, 2024

$ 679,478 $ (3,117) $ 676,361

Net income

4,929 — 4,929

Equity-based compensation

1,683 — 1,683

Foreign currency translation (loss) gain

(1,013) 1,286

273

Change in net parent investment, net

(50,660) — (50,660)

Balance as of March 31, 2025

$ 634,417 $ (1,831) $ 632,586

Balance as of December 31, 2025

$ 647,268 $ (1,181) $ 646,087

Net income

6,789 — 6,789

Equity-based compensation

2,531 — 2,531

Foreign currency translation (loss) gain

(500)

526

Change in net parent investment, net

108,907 — 108,907

Balance as of March 31, 2026

$ 764,995 $ (655) $ 764,340

See notes to unaudited condensed combined financial statements.

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements

(In Thousands, Unless Otherwise Noted)

Three Months Ended March 31, 2026 and 2025

1. Description of the Company and Basis of Presentation

Description of Company

Vistance Networks, Inc. (formerly Vistance Holding Company, Inc.) (Vistance Networks, or the Parent) is a global provider of infrastructure solutions for communication, data center and entertainment networks.

Basis of Presentation

The Company has historically operated as part of Vistance Networks and has not historically operated as a stand-alone entity. As a result, separate financial statements have not historically been prepared for the Company. The condensed combined financial statements have been derived from the historical accounting records of Vistance Networks. The carve-out financial statements and accounting records present the condensed combined balance sheets as of March 31, 2026 and December 31, 2025 and the condensed combined statements of operations, comprehensive

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

1. Description of the Company and Basis of Presentation (continued)

income, equity and cash flows for the three-month periods ended March 31, 2026 and 2025. The historical results of operations, financial position and cash flows of the Company presented in these condensed combined financial statements may not be indicative of what they would have been had the Company been an independent stand-alone entity, nor are they necessarily indicative of the Company s future results of operations, financial position and cash flows.

The accompanying condensed combined financial statements are unaudited and reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim period financial statements. The results of operations for these interim periods are not necessarily indicative of the results of operations to be expected for any future period or the full fiscal year.

The unaudited interim condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and are presented in accordance with the applicable requirements of Regulation S-X. Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed combined financial statements should be read in conjunction with the Company s annual audited combined financial statements.

The Condensed Combined Statements of Operations include all revenues and costs directly attributable to the Company and an allocation of expenses related to certain Vistance Networks corporate functions. Expenses have been allocated to the Company based on direct usage or benefit where specifically identifiable, with the remainder allocated primarily pro rata based on an applicable measure of revenues, time spent, headcount, or other relevant measures. These expenses include the cost of corporate functions and resources, including, but not limited to, executive management, finance, information technology, human resources, legal, facilities, corporate marketing, sales, and research and development.

The Company considers these allocations to be a reasonable reflection of the utilization of services or the benefit received by the Company. For the three months ended March 31, 2026 and 2025, allocated corporate expenses totaled $23,852 and $17,706, respectively, which were primarily included in selling, general and administrative expenses. However, the allocations may not be indicative of actual expenses that would have been incurred had Ruckus operated as an independent company for the periods presented.

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

1. Description of the Company and Basis of Presentation (continued)

Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and facilities.

The Condensed Combined Balance Sheets include assets and liabilities specifically identifiable and attributable to the Company, including certain assets and liabilities that were historically held at the corporate level by Vistance Networks.

Vistance Networks applies a centralized approach to cash management in certain jurisdictions. The cash and cash equivalents held by Vistance Networks at the corporate level are not specifically identifiable to the Company and therefore were not attributed for any of the periods presented. Cash and cash equivalents on the Condensed Combined Balance Sheets represent cash balances legally owned by certain entities dedicated to Ruckus which do not participate in the centralized Vistance Networks cash management program. Long-term debt and related interest expense held by Vistance Networks have not been attributed to the Company for any of the periods presented because the borrowings are neither directly attributable to the Company nor is the Company the legal obligor of such borrowings. All loan receivables due to the Company by Vistance Networks that were settled in cash are recorded as prepaid expenses and other current assets in the Condensed Combined Balance Sheets based on loan maturity dates.

All intercompany transactions and balances within the Company have been eliminated. All other transactions between the Company and Vistance Networks are included as net parent investment within the condensed combined financial statements. See Note 6 to the condensed combined financial statements for further information.

The significant accounting policies followed by the Company are set forth in Note 2 within the Company s annual audited combined financial statements. There were no material changes in the Company s significant accounting policies during the three months ended March 31, 2026.

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

1. Description of the Company and Basis of Presentation (continued)

Concentration of Risk

During the three months ended March 31, 2026, net sales to the Company s three largest customers accounted for a combined 40%. During the three months ended March 31, 2025, net sales to the Company s two largest customers accounted for a combined 44%. As of March 31, 2026, the three largest customers accounted for a combined 44% of the Company s accounts receivable. No other customers accounted for 10% or more of the Company s net sales or accounts receivable as of these dates. The Company relies on sole suppliers or a limited group of suppliers for certain key components, subassemblies and modules and a limited group of contract manufacturers to manufacture a significant portion of its products. Any disruption or termination of these arrangements could have a material adverse impact on the Company s results of operations.

Commitments and Contingencies

Product Warranties

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

1. Description of the Company and Basis of Presentation (continued)

The following table summarizes the activity in the product warranty accrual, included in accrued and other liabilities on the Condensed Combined Balance Sheets:

Three Months Ended

March 31,

2026 2025

Product warranty accrual, beginning of period

$ 10,264 $ 7,281

Provision for warranty claims

550

3,902

Warranty claims paid

(624) (1,572)

Product warranty accrual, end of period

$ 10,190 $ 9,611

Legal Proceedings

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

1. Description of the Company and Basis of Presentation (continued)

Net Parent Investment

Net parent investment in the Condensed Combined Balance Sheets and Condensed Combined Statements of Equity represents Vistance Networks historical investment in the Company, the accumulated income and the net effect of the transactions with and allocations from the Parent.

Income Taxes

For the three months ended March 31, 2026, the Company recognized income tax expense of $1,446 on a pretax income of $8,235. The Company s income taxes were higher than the statutory rate of 21% for the three months ended March 31, 2026, primarily due to the unfavorable impacts of U.S. anti-deferral provisions and excess tax costs related to equity compensation awards, partially offset by tax benefit related to foreign-derived eligible income (FDDEI) and federal tax credits.

For the three months ended March 31, 2025, the Company recognized an income tax expense of $1,681 on a pretax income of $6,610. The Company s income taxes were higher than the statutory rate of 21% for the three months ended March 31, 2025, primarily due to the unfavorable impacts of U.S. anti-deferral provisions and excess tax costs related to equity compensation awards, partially offset by the tax benefit related to federal tax credits.

Foreign Currency Translation

Aggregate foreign currency remeasurement gains and losses, such as those resulting from the settlement of receivables or payables, foreign currency contracts and short-term intercompany advances in a currency other than the subsidiary s functional currency, are recorded currently in earnings, included in other income (expense), net. These activities resulted in gains (losses) of $427 and $(667) during the three months ended March 31, 2026 and 2025, respectively.

Fair Value Measurements

The Company s financial instruments consist primarily of cash and cash equivalents, trade receivables, and trade payables. The carrying amounts of these financial instruments as of March 31, 2026 and December 31, 2025 were considered representative of their fair values due to their short terms to maturity.

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

1. Description of the Company and Basis of Presentation (continued)

Recent Accounting Pronouncements

Adopted During the Three Months Ended March 31, 2026

In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2025-05, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The new guidance is expected to provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to analyze and estimate credit losses for current accounts receivable and current contract assets. The amendments in this update introduce a practical expedient when applying the guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets resulting from transactions arising from contracts with customers. The guidance is effective for the Company on a prospective basis, beginning January 1, 2026 for the interim and annual periods. The Company has elected to apply this practical expedient to determine expected credit losses for current accounts receivable and contract assets, assuming conditions as of the balance sheet date do not change for the remaining life of the asset. The adoption of ASU 2025-05 did not have a material impact on the Company s condensed combined financial statements or disclosures.

Issued but Not Adopted

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

1. Description of the Company and Basis of Presentation (continued)

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The new guidance aims to enhance the clarity and navigability of guidance related to interim disclosures. This guidance clarifies when the guidance in ASC Topic 270 is applicable and specifies the disclosures required during interim reporting periods. The amendments clarify that ASC Topic 270 applies to all entities that provide interim financial statements and notes in accordance with generally accepted accounting principles (GAAP). The ASU provides a comprehensive list of interim disclosures required by GAAP, which is intended to improve efficiency in using the ASC. This list clarifies existing requirements and does not aim to expand or reduce current interim disclosure obligations. The guidance is effective for the Company beginning January 1, 2028 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed combined financial statements.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The new guidance establishes authoritative guidance for business entities on the recognition, measurement, and presentation of government grants defined as a transfer of a monetary asset or tangible non-monetary asset, other than an exchange transaction, from a government to a business entity. The guidance is effective for the Company beginning January 1, 2029 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed combined financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance modernizes the accounting for software costs and provides the following criteria for capitalization of software costs: (1) management has authorized and committed to funding the software project; and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for the Company on a prospective, modified prospective or retrospective basis, beginning January 1, 2028 for the interim and annual periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed combined financial statements.

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

1.Description of the Company and Basis of Presentation (continued)

In November 2024, the FASB issued ASU No. 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The new guidance improves disclosures for expenses of public entities and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Coupled with recent standards that enhanced the disaggregation of revenue and income tax information, the disaggregated expense information required by these amendments will enable investors to better understand the major components of an entity s income statement. The guidance is effective for the Company on a prospective or retrospective basis, as of January 1, 2027 for the annual period. Early adoption is permitted. As this ASU relates to disclosures only, there will be no impact to the Company s results of operations and financial condition.

2.Revenue From Contracts With Customers

Customer Contract Balances

Contract Balance Type

Balance Sheet Location

March 31,

2026

December 31,

2025

Unbilled accounts receivable Accounts receivable, less allowance for doubtful accounts $ 53 $ 90

Deferred revenue - current

Accrued and other liabilities

87,978 88,029

Deferred revenue - noncurrent

Other noncurrent liabilities

98,418 92,265

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

3. Supplemental Financial Statement Information

Inventories

March 31,

December 31,

2026

2025

Raw materials

$ 2,868 $ 2,829

Work in progress

2,544 3,120

Finished goods

76,274 65,827

Total inventories, net

$ 81,686 $ 71,776

Accrued and Other Liabilities

March 31,

December 31,

2026

2025

Deferred revenue

$ 87,978 $ 88,029

Compensation and employee benefit liabilities

23,055 55,913

Product warranty accrual

10,190 10,264

Operating lease liabilities

5,679 6,238

Contract manufacturing liability

2,672 2,688

Other

20,876 20,117

Total accrued and other liabilities

$ 150,450 $ 183,249

Operating Lease Information

Balance Sheet Location

March 31,

2026

December 31,

2025

Right of use assets

Other noncurrent assets

$ 22,285 $ 23,686

Lease liabilities

Accrued and other liabilities

5,679 6,238

Lease liabilities

Other noncurrent liabilities

22,775 23,802

Total lease liabilities

$ 28,454 $ 30,040

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

3. Supplemental Financial Statement Information (continued)

Accumulated Other Comprehensive Loss

The following table presents changes in accumulated other comprehensive loss (AOCL), net of tax:

Three Months Ended

March 31,

2026 2025

Foreign currency translation

Balance at beginning of period $ (1,181) $ (3,117)

Other comprehensive income 26 273

Amounts reclassified from AOCL 500 1,013

Balance at end of period $ (655) $ (1,831)

During the three months ended March 31, 2026, $500 of foreign currency translation related to the divestiture of Vistance Networks Connectivity and Cable Solutions (CCS) segment was reclassified from net AOCL and recorded in net parent investment on the Condensed Combined Balance Sheet. During the three months ended March 31, 2025, $1,013 of foreign current translation related to the divestiture of Vistance Networks Outdoor Wireless Networks (OWN) segment was reclassified from net AOCL and recorded in net parent investment on the Condensed Combined Balance Sheet.

Cash Flow Information

Three Months Ended

March 31,

2026 2025

Cash paid during the period for:

Income taxes, net of refunds $ 1,308 $ 865

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

4. Restructuring Costs

During the three months ended March 31, 2026 and 2025, the Company incurred restructuring cost, net of $4,495 and $1,619, respectively.

Restructuring Costs

Balance as of December 31,

$ 2,037

Additional expense

2,971

Cash paid

(983)

Balance as of March 31, 2026

$ 4,025

Restructuring liabilities of $4,025 and $2,037 as of March 31, 2026 and December 31, 2025, respectively, are included in accrued and other liabilities on the Condensed Combined Balance Sheets. Additional restructuring actions are expected to be identified, and the resulting charges and cash requirements could be material.

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

5. Related Party Transactions

These condensed combined financial statements include related party transactions with Vistance Networks that include the following:

•Allocations for management costs and corporate support services provided to the Company, totaling $20,965 and $16,881 during the three months ended March 31, 2026 and 2025, respectively;

•Allocations for depreciation related to shared fixed assets, totaling $141 and $280 during the three months ended March 31, 2026 and 2025, respectively;

•Allocations for certain shared research and development, totaling $(439) and $81 during the three months ended March 31, 2026 and 2025, respectively;

•Employees of the Company participate in the Vistance Networks defined benefit and defined contribution pension plans;

•Allocations for advertising expense, totaling $105 and $225 during the three months ended March 31, 2026 and 2025, respectively;

•Allocations for certain shared restructuring costs, totaling $1,524 and $300 during the three months ended March 31, 2026 and 2025, respectively;

•Allocations of equity-based compensation for employees in the Vistance Networks equity-based compensation plans, totaling $1,945 and $896 during the three months ended March 31, 2026 and 2025, respectively;

•Allocations for transition services agreement income related to support services provided by the Company, totaling $389 and $957 during the three months ended March 31, 2026 and March 31, 2025 respectively.

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

5. Related Party Transactions (continued)

Transition service agreement income

Transition service agreement (TSA) income is related to the TSAs entered into in conjunction with the closing of the transactions to divest of the Parent s CCS segment in January 2026, OWN segment and DAS business unit in January 2025, and the Home Networks (Home) business in January 2024. Under the TSAs, the Company provides and receives certain post-closing support on a transitional basis. The TSAs have varying terms for duration, depending on the services provided thereunder, and provide for options to extend.

Debt due from Parent

On April 19, 2024, the Company and Vistance Networks entered into a revolving loan agreement million to fund its working capital and operating activities. The maturity date of the revolving loan was originally April 31, 2025, but the loan was amended to extend the maturity date to April 30, 2026. On November 19, 2025, Vistance Networks repaid the entire outstanding balance of its revolving credit facility with the Company.

Interest income on the loan accrues quarterly at an annualized interest rate equal to 10%, for a total of $126 for the three months ended March 31, 2025.

Net Parent Investment

As discussed in the basis of presentation in Note 1, all balances and transactions among the Company and related parties which include the transfer of cash and cash equivalents to and from Vistance Networks and the total net effect of the settlement of intercompany transactions which are not historically cash settled between the Company and Vistance Networks including cash sweeps in the centralized cash management system, are reflected in net parent investment. Allocations for depreciation related to shared assets are reflected as cash outflows from operating activities and cash inflows from financing transactions with Parent, net on the Condensed Combined Statements of Cash Flows.

Ruckus Wireless Networks

Notes to Unaudited Condensed Combined Financial Statements (continued)

(In Thousands, Unless Otherwise Noted)

6.Geographic Information

Sales to customers located outside of the U.S. comprised 50.6% and 37.0% of total net sales during the three months ended March 31, 2026 and 2025, respectively. Sales by geographic region, based on the destination of product shipments or service provided, were as follows:

Three Months Ended

March 31,

2026

2025

United States (U.S.)

$ 85,683 $ 96,058

Europe, Middle East and Africa (EMEA)

46,249 30,145

Asia Pacific (APAC)

32,773 19,585

Caribbean and Latin America (CALA)

6,135 3,856

Canada

2,553 2,910

Net sales

$ 173,393 $ 152,554

7.Subsequent Events

The Company evaluated subsequent events through June 15, 2026, the date the financial statements were available to be issued.

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EX-99.3

Filename: exhibit993unauditedproform.htm · Sequence: 6

Document

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

Introduction

On July 1, 2026, we acquired certain entities that comprise Ruckus Networks (“RUCKUS”) for approximately $1.9 billion. The acquisition was funded with cash on hand and a Term Loan Credit Facility executed on July 1, 2026. 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.

Pro Forma Financial Information

We have prepared the unaudited pro forma combined condensed financial information set forth below to reflect the acquisition of RUCKUS by the application of pro forma adjustments to the historical financial statements of Belden. The periods presented consist of an unaudited pro forma combined condensed balance sheet as of March 29, 2026, and unaudited pro forma combined condensed statements of operations for the three months ended March 29, 2026, and the year ended December 31, 2025.

We have derived the unaudited pro forma combined condensed financial information by applying pro forma adjustments to the historical consolidated financial statements of Belden, as included in our unaudited Quarterly Report on Form 10-Q for the quarter ended March 29, 2026, and our Annual Report on Form 10-K for the year ended December 31, 2025. We have extracted the historical unaudited condensed consolidated financial statements of RUCKUS from its interim financial statements as of and for the quarter ended March 31, 2026, and its annual financial statements for the year ended December 31, 2025.

The unaudited pro forma combined condensed balance sheet as of March 29, 2026 gives pro forma effect to the RUCKUS acquisition as if it occurred on March 29, 2026. The unaudited pro forma combined condensed statements of operations for the three months ended March 29, 2026 and the year ended December 31, 2025 give pro forma effect to the RUCKUS acquisition as if it had occurred on January 1, 2025.

The unaudited pro forma combined condensed financial information is for informational purposes only and should not be considered indicative of actual results that would have been achieved had the RUCKUS acquisition actually been consummated on the dates indicated and does not purport to be indicative of results of operations as of any future date or for any future period. Our actual financial condition and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

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BELDEN INC.

PRO FORMA COMBINED CONDENSED BALANCE SHEET

MARCH 29, 2026

(Unaudited)

Historical Belden Inc. Historical RUCKUS Transaction Accounting Adjustments Note Pro Forma Combined

(In thousands)

ASSETS

Current assets: 4714

Cash and cash equivalents $ 272,151 $ 175,300 $ (108,744) A $ 338,707

Receivables, net 499,090 109,401 14,802 B 623,293

Inventories, net 423,124 81,686 70,286 B,C 575,096

Other current assets 85,522 11,380 4,714 B 101,616

Total current assets 1,279,887 377,767 (18,942) 1,638,712

Property, plant and equipment, less accumulated depreciation 569,389 7,882 11,342 D 588,613

Operating lease right-of-use assets 105,749 22,285 4,404 E 132,438

Goodwill 1,034,037 376,939 362,699 F 1,773,675

Intangible assets, less accumulated amortization 392,431 107,589 932,411 G 1,432,431

Deferred income taxes 14,099 184,400 — 198,499

Other long-lived assets 63,832 5,159 — 68,991

$ 3,459,424 $ 1,082,021 $ 1,291,914 $ 5,833,359

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 326,931 $ 39,745 $ — $ 366,676

Accrued liabilities 286,703 150,450 15,989 B, E 453,142

Short-term debt — — 13,875 I 13,875

Total current liabilities 613,634 190,195 29,864 833,693

Long-term debt 1,260,359 — 1,792,772 I 3,053,131

Postretirement benefits 62,767 — — 62,767

Deferred income taxes 112,458 43 242,022 H 354,523

Long-term operating lease liabilities 89,874 22,775 (654) E 111,995

Other long-term liabilities 37,331 104,668 — 141,999

Total stockholders’ equity 1,283,001 764,340 (772,090) J 1,275,251

$ 3,459,424 $ 1,082,021 $ 1,291,914 $ 5,833,359

See accompanying notes to unaudited pro forma combined condensed financial information.

Transaction Adjustments:

A - Includes cash paid for RUCKUS of $1,907.6 million and transaction costs of $7.8 million partially offset by net cash received from the Term Loan of $1,806.6 million.

B - Reclassified revenue reserves of $14.8 million from accounts receivable to accrued liabilities and $4.7 million from inventory to other current assets to conform with Belden’s accounting policies and presentation.

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C - Includes a $75.0 million adjustment to step up the pro forma balance sheet for RUCKUS' inventory to fair value. The calculation of fair value is preliminary and subject to change. The fair value was determined based on the estimated selling price of the inventory, less costs to sell. The pro forma income statement for the year ended December 31, 2025 is also adjusted to increase cost of sales by the same amount as the inventory that is expected to be sold within one year of the acquisition date.

D - The adjustment steps up the pro forma balance sheet for RUCKUS' property, plant, and equipment to fair value. This calculation of fair value is a preliminary estimate and subject to change. The pro forma income statements are also adjusted to reflect the incremental straight-line depreciation expense over an estimated useful life of five years.

E - These adjustments to the right-of-use asset, short-term lease liability, and long-term lease liability are necessary to remeasure the opening balance at their fair value as of the acquisition date.

F - The adjustments to goodwill reflect the remaining excess purchase price over fair value of the acquired tangible and intangible assets, net of assumed liabilities and RUCKUS' historical goodwill.

G - The adjustments to intangible assets remove RUCKUS' historical balances and add the preliminary fair values of the intangible assets assumed for RUCKUS. As of the date of this filing, a preliminary fair value for in process R&D has not been determined. The preliminary fair values of the intangible assets assumed for RUCKUS are summarized in the following table:

Fair Value Amortization Period

(In thousands) (In years)

Intangible assets subject to amortization:

Developed technologies $ 800,000 5.0

Customer relationships 160,000 15.0

Trademarks 80,000 3.0

Total intangible assets subject to amortization $ 1,040,000

Weighted average amortization period 6.4

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The preliminary 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 preliminary useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The preliminary useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.

H - Deferred income tax impact related to the transaction accounting adjustments.

I - To fund the purchase of RUCKUS, we entered into a Term Loan Credit Facility on the acquisition date for $1,845.4 million net of discount and incurred $38.7 million of debt issuance costs. The Term Loan Credit Facility bears interest either, at the Company’s election, at term SOFR plus 2.25% or a base rate plus 1.25% per annum. The Term Loan Credit Facility amortizes 0.25% per quarter and matures on July 1, 2033.

J - The adjustment to equity reflects the reversal of RUCKUS' historical equity balances and Belden's transaction costs.

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BELDEN INC.

PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 29, 2026

(Unaudited)

Historical Belden Inc. Historical RUCKUS Transaction Accounting Adjustments Note Pro Forma Combined

(In thousands, except per share data)

Revenues $ 696,375 $ 173,393 $ — $ 869,768

Cost of sales (438,287) (56,097) — (494,384)

Gross profit 258,088 117,296 — 375,384

Transition service agreement income — 389 — K 389

Selling, general and administrative expenses (138,652) (72,310) (1,998) L (212,960)

Research and development expenses (30,089) (25,088) — (55,177)

Amortization of intangibles (11,388) (12,479) (36,854) M (60,721)

Operating income 77,959 7,808 (38,852) 46,915

Interest expense, net (13,459) — (27,030) N (40,489)

Non-operating pension cost (456) — — (456)

Loss on debt extinguishment (1,273) — — (1,273)

Other income — 427 — 427

Income before taxes 62,771 8,235 (65,882) 5,124

Income tax (expense) benefit (11,744) (1,446) 15,424 O 2,234

Net income (loss) $ 51,027 $ 6,789 $ (50,458) $ 7,358

Weighted average number of common shares and equivalents:

Basic 38,814 38,814

Diluted 39,395 39,395

Basic income per share $ 1.31 $ 0.19

Diluted income per share $ 1.30 $ 0.19

See accompanying notes to unaudited pro forma combined condensed financial information.

Transaction Adjustments:

K - RUCKUS' historical transaction service agreement (TSA) income is not expected to continue following the acquisition.

L - Includes $0.6 million of amortization on the long-lived tangible asset fair value adjustment. The expected useful life is five years and the amortization is recognized on a straight line basis. This calculation of fair value is a preliminary estimate and subject to change. Also includes integration costs for the RUCKUS acquisition of $1.4 million.

M - Represents the elimination of RUCKUS' historical amortization expense offset by the estimated amortization expense from the estimated fair value adjustments to intangible assets.

N - Represents interest expense and the amortization of debt issuance costs on the Term Loan.

O - Represents the pro forma tax benefit on the transaction accounting adjustments.

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BELDEN INC.

PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(Unaudited)

Historical Belden Inc. Historical RUCKUS Transaction Accounting Adjustments Note Pro Forma Combined

(In thousands, except per share data)

Revenues $ 2,715,194 $ 686,777 $ — $ 3,401,971

Cost of sales (1,684,022) (235,857) (75,000) P (1,994,879)

Gross profit 1,031,172 450,920 (75,000) 1,407,092

Transition service agreement income — 4,562 — Q 4,562

Selling, general and administrative expenses (533,366) (232,859) (26,566) R (792,791)

Research and development expenses (128,758) (122,603) — (251,361)

Amortization of intangibles (53,356) (49,916) (147,417) S (250,689)

Operating income 315,692 50,104 (248,983) 116,813

Interest income (expense), net (46,355) 236 (114,993) T (161,112)

Non-operating pension cost (2,395) — — (2,395)

Loss related to revolver refinancing (76) — — (76)

Other expense, net — (1,846) — (1,846)

Income (loss) before taxes 266,866 48,494 (363,976) (48,616)

Income tax (expense) benefit (29,344) (12,618) 83,254 U 41,292

Net income (loss) $ 237,522 $ 35,876 $ (280,722) $ (7,324)

Weighted average number of common shares and equivalents:

Basic 39,605 39,605

Diluted 40,210 40,210

Basic income per share $ 6.00 $ (0.18)

Diluted income per share $ 5.91 $ (0.18)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Transaction Adjustments:

P - Represents the amortization of the $75.0 million inventory step up adjustment. The inventory fair value calculation is preliminary and subject to change. The fair value was determined based on the estimated selling price of the inventory, less costs to sell.

Q - RUCKUS' TSA income is not expected to continue following the acquisition.

R - Includes $2.3 million of amortization on the long-lived tangible asset fair value adjustment. The expected useful life is five years and the amortization is recognized on a straight line basis. This calculation of fair value is a preliminary estimate and subject to change. Also, includes transaction costs of $7.8 million and integration costs of $16.5 million.

S - Represents the elimination of RUCKUS' historical amortization expense, offset by the estimated amortization expense from the estimated fair value adjustments to intangible assets.

T - Represents interest expense and the amortization of debt issuance costs on the Term Loan.

U - Represents the pro forma tax benefit on the transaction accounting adjustments.

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BELDEN INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

The unaudited Pro Forma combined condensed financial information was prepared to reflect the RUCKUS acquisition. The unaudited pro forma adjustments are based on management’s preliminary estimates of the values of the tangible and intangible assets and liabilities acquired. As a result, the actual adjustments, when finalized, may differ materially from those presented in this unaudited pro forma financial information. There can be no assurance that a change in unaudited pro forma adjustments for the acquisition will not result in material changes to the information presented.

In management’s opinion, the unaudited pro forma combined condensed financial information reflects adjustments that are both necessary to present fairly the unaudited pro forma combined condensed balance sheet and the unaudited pro forma combined condensed statements of operations as of and for the periods indicated and are reasonable given the information currently available. Pro forma adjustments include the effects of events that are directly attributable to the acquisition and are factually supportable. Material non-recurring profits and losses that result directly from the acquisition have not been included in the unaudited pro forma combined condensed statements of operations.

The unaudited pro forma combined condensed financial information is for illustrative and informational purposes only and is not intended to represent what our financial position or results from operations would have been had the RUCKUS acquisition been completed at the dates indicated. The unaudited pro forma combined condensed financial information should not be considered indicative of our future financial position or results of operations.

This information should be read in conjunction with Belden’s historical financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended December 31, 2025 and unaudited Quarterly Report on Form 10-Q for the three-months ended March 29, 2026, and RUCKUS' unaudited historical financial statements and the accompanying notes that are included in its consolidated financial statements for the year ended December 31, 2025 and for the three-months ended March 31, 2026.

The unaudited Pro Forma combined condensed financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing Pro Forma adjustment criteria with simplified Pro Forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional Pro Forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur. We have elected not to present any estimates related to potential synergies and have only presented transaction accounting adjustments and effects in the unaudited Pro Forma combined condensed financial information.

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2. Business Combination Accounting

The unaudited pro forma combined condensed financial information reflects the RUCKUS acquisition using business combination accounting, which requires the measurement of the fair value of identifiable assets acquired and liabilities assumed. We have estimated the fair values as presented in the pro forma financial information using commonly accepted valuation methodologies. We are in the process of completing a formal valuation process. The valuation of acquired assets and assumed liabilities involves significant assumptions, certain risks, and various uncertainties, and actual results may differ materially from those estimates.

We will continue to refine our valuation modeling as information regarding the tangible and intangible assets is obtained, which will likely result in changes to the fair value measurements and estimates as presented herein. Upon completion of the valuation procedures, we will revise the fair values of the acquired assets and assumed liabilities, as necessary.

The allocation of the purchase price was based upon preliminary valuation models and our estimates and assumptions. The allocation is subject to change, although we will undertake to complete the final allocation of the purchase price within twelve months following the date of closing of the RUCKUS acquisition. In the opinion of management, the unaudited pro forma combined condensed financial information purports a reasonable valuation of the RUCKUS acquisition and provides for all adjustments necessary to reflect the effects of the transaction.

3. Pro Forma Adjustments

Generally, the adjustments in each of the statements presented above represent the following: (i) adjustments of the historical net book values of the assets acquired and liabilities assumed to estimated fair value and the associated income statement effects, such as revised amortization expense as a result of the fair value adjustments and changes to estimated useful lives; (ii) the impact of the purchase price of the RUCKUS acquisition, including the Term Loan Credit Agreement, and the associated income statement effects, such as incremental interest expense; (iii) adjustments to the historical financial statements of RUCKUS in order to present RUCKUS’ financial statements in conformity with Belden accounting policies; (iv) integration and transaction costs, and (v) consideration of the income tax implications of the pro forma adjustments. The specific adjustments to the unaudited pro forma combined condensed financial information are included in the notes presented above.

4. Preliminary Estimated Allocation of Purchase Price

The following table summarizes the estimated, preliminary fair value of the assets acquired and the liabilities assumed as presented in the pro forma combined condensed balance sheet above, as of March 31, 2026 (in thousands):

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Cash $ 175,300

Receivables 124,203

Inventory 151,972

Other current assets 16,094

Property, plant and equipment 19,224

Operating lease right-of-use assets 26,689

Goodwill 739,638

Intangible assets 1,040,000

Deferred income taxes 184,400

Other current assets 5,159

Total assets acquired $ 2,482,679

Accounts payable $ 39,745

Accrued liabilities 166,439

Deferred income taxes 242,065

Long-term operating lease liabilities 22,121

Other long-term liabilities 104,668

Total liabilities assumed $ 575,038

Net assets $ 1,907,641

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, PP&E, intangible assets, goodwill, operating lease right-of-use assets, deferred income taxes, operating lease liabilities, and other assets and liabilities are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocated to goodwill. 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. If actual results are materially different than the assumptions we used to determine fair value of the assets and liabilities acquired, it is possible that adjustments to the carrying values of such assets and liabilities will have an impact on our net earnings. In particular, the valuations of technology and customer relationship intangible assets were complex and required significant judgment. We determined the value of the technology based on an excess earnings valuation methodology. We used the multi-period excess earnings method under the income approach to measure the customer relationships intangible asset. The key assumptions utilized in the valuation include discount rates, revenue growth rates, and profitability levels of forecasted results. These assumptions are forward-looking and could be affected by future economic and market conditions.

5: Long-Term Debt and Other Borrowing Arrangements

Term Loan Credit Agreement

To fund the purchase of RUCKUS, we entered into a Term Loan Credit Facility on July 1, 2026. The Term Loan Credit Facility bears interest either, at the Company’s election, at term SOFR plus 2.25% or a base rate plus 1.25% per annum. The Term Loan Credit Facility amortizes 0.25% per quarter and matures on July 1, 2033.

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