Form 8-K

8-K — BELDEN INC.

Accession: 0000913142-26-000021

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0000913142

SIC: 3357 (DRAWING AND INSULATING NONFERROUS WIRE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bdc-20260430.htm (Primary)

EX-99.1 (companynewsreleasedatedmar.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 30, 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. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 30, 2026, Belden Inc. (the "Company") issued a press release announcing its financial results for the first quarter 2026. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this current report.

The information in this Item 2.02 and in the press release (attached as Exhibit 99.1 to this current report) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that Section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

d) Exhibits.

Exhibit Number

99.1

Company news release dated April 30, 2026, titled "Belden Reports First Quarter 2026 Results"

104 Cover Page Interactive Data File for this Current Report on Form 8-K, formatted as Inline XBRL

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: April 30, 2026 By: /s/ Brian E. Anderson

Brian E. Anderson

Executive Vice President and Chief Legal and Risk Officer

EX-99.1

Filename: companynewsreleasedatedmar.htm · Sequence: 2

Document

Exhibit 99.1

Belden Reports First Quarter 2026 Results

Separately Announces Definitive Agreement to Acquire RUCKUS Networks

St. Louis, Missouri – April 30, 2026 - Belden Inc. (NYSE: BDC) (“Belden” or the “Company”), a leading global supplier of specialty networking solutions, today reported fiscal first quarter results for the period ended March 29, 2026.

First Quarter 2026 Highlights

•Revenues of $696 million, up 11% y/y and up 7% y/y organically

•GAAP EPS of $1.30, up 2% y/y

•Adjusted EPS of $1.77, up 11% y/y

•Repurchased 0.3 million shares for $30 million during the quarter

"Belden delivered a strong start to 2026, with revenues up 11% year over year and up 7% organically, reflecting continued momentum in our solutions strategy and solid execution across the business,” said Ashish Chand, President and CEO of Belden Inc. “Adjusted EPS of $1.77 was up 11% year over year, demonstrating the earnings power of our growing solutions portfolio. Customers continue to invest in digitization, automation and IT/OT convergence, and Belden is increasingly positioned as the solutions partner of choice to help them build secure, reliable, high-performance networks. Together with RUCKUS, Belden will be positioned to deliver the most comprehensive IT/OT networking solution in the industry."

First Quarter 2026

Revenues for the quarter increased by $71 million, or 11%, to $696 million from $625 million in the year-ago period. Revenues increased 7% organically. Net income was $51 million, compared to $52 million in the year-ago period. Net income as a percentage of revenues was 7.3%, compared to 8.3% in the year-ago period. EPS totaled $1.30 for the quarter, compared to $1.27 in the year-ago period.

Adjusted EBITDA was $118 million, up $14 million, or 14%, compared to $104 million in the year-ago period. Adjusted EBITDA margin was 17.0%, up 40 bps, compared to 16.6% in the year-ago period. Adjusted EPS was $1.77, increasing 11% compared to $1.60 in the year-ago period. Adjusted results are non-GAAP measures, and a non-GAAP reconciliation table is provided as an appendix to this release.

Acquisition of RUCKUS Networks

In a separate press release issued today, Belden announced that it has entered into a definitive agreement to acquire RUCKUS Networks (“RUCKUS”), a global provider of intelligent network solutions, from Vistance Networks (Nasdaq: VISN) for approximately $1.85 billion.

Outlook

"While underlying demand signals remain encouraging, near-term visibility is limited and the broader macroeconomic and geopolitical environment remains fluid. Our teams and customers are actively managing input costs and supply chain resiliency, and our guidance reflects a balanced, measured view consistent with typical seasonal patterns. The long-term fundamentals driving our business, data growth, automation, and IT/OT convergence have not changed. We remain focused on disciplined execution as we advance our solutions strategy and compound value over time," said Dr. Chand. Assuming the continuation of current market conditions, the table below provides guidance for the second quarter of 2026 on a standalone basis, excluding any contribution from the proposed acquisition of RUCKUS.

Second Quarter 2026:

Guidance

Revenues (million) $735 - $750

GAAP EPS $1.53 - $1.63

Adjusted EPS $1.95 - $2.05

Earnings Conference Call

Management will host a conference call today at 8:30 am ET to discuss Belden's agreement to acquire RUCKUS, as well as the quarterly results. The listen-only audio of the conference call will be broadcast live online at https://investor.belden.com. The dial-in number for participants is 1-800-330-6710 with confirmation code 5588336. A replay of this conference call will remain accessible in the investor relations section of the Company’s website for a limited time.

Earnings per Share (EPS) and Organic Growth

All references to EPS within this earnings release refer to net income per diluted share. Organic growth is calculated as the change in revenues excluding the impacts from currency exchange rates, copper prices, acquisitions, and divestitures.

BELDEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands, except per share data)

Revenues $ 696,375 $ 624,861

Cost of sales (438,287) (379,021)

Gross profit 258,088 245,840

Selling, general and administrative expenses (138,652) (131,522)

Research and development expenses (30,089) (28,417)

Amortization of intangibles (11,388) (13,275)

Operating income 77,959 72,626

Interest expense, net (13,459) (10,104)

Non-operating pension cost (456) (441)

Loss on debt extinguishment (1,273) —

Income before taxes 62,771 62,081

Income tax expense (11,744) (10,144)

Net income 51,027 51,937

Weighted average number of common shares and equivalents:

Basic 38,814 40,166

Diluted 39,395 40,844

Basic income per share $ 1.31 $ 1.29

Diluted income per share $ 1.30 $ 1.27

Common stock dividends declared per share $ 0.05 $ 0.05

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

March 29,

2026 December 31,

2025

(Unaudited)

(In thousands)

ASSETS

Current assets:

Cash and cash equivalents $ 272,151 $ 389,887

Receivables, net 499,090 462,845

Inventories, net 423,124 402,345

Other current assets 85,522 94,303

Total current assets 1,279,887 1,349,380

Property, plant and equipment, less accumulated depreciation 569,389 566,020

Operating lease right-of-use assets 105,749 113,033

Goodwill 1,034,037 1,036,821

Intangible assets, less accumulated amortization 392,431 399,799

Deferred income taxes 14,099 14,512

Other long-lived assets 63,832 64,056

$ 3,459,424 $ 3,543,621

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 326,931 $ 361,432

Accrued liabilities 286,703 336,067

Total current liabilities 613,634 697,499

Long-term debt 1,260,359 1,285,666

Postretirement benefits 62,767 63,598

Deferred income taxes 112,458 98,060

Long-term operating lease liabilities 89,874 94,372

Other long-term liabilities 37,331 40,002

Stockholders’ equity:

Common stock 503 503

Additional paid-in capital 862,720 867,457

Retained earnings 1,454,639 1,405,572

Accumulated other comprehensive loss (95,715) (97,204)

Treasury stock (939,146) (911,904)

Total stockholders’ equity 1,283,001 1,264,424

$ 3,459,424 $ 3,543,621

BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands)

Cash flows from operating activities:

Net income $ 51,027 $ 51,937

Adjustments to reconcile net income to cash flows from operating activities:

Depreciation and amortization 32,456 29,784

Share-based compensation 9,161 7,776

Loss on debt extinguishment 1,273 —

Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:

Receivables (37,906) (5,934)

Inventories (21,883) (26,676)

Accounts payable (19,431) (8,612)

Accrued liabilities (36,679) (40,913)

Income taxes 2,393 6,813

Other assets 5,594 (3,634)

Other liabilities (4,671) (3,100)

Net cash provided by (used for) operating activities (18,666) 7,441

Cash flows from investing activities:

Capital expenditures (44,392) (32,202)

Proceeds from disposal of tangible assets — 106

Cash from business acquisitions — 7,918

Net cash used for investing activities (44,392) (24,178)

Cash flows from financing activities:

Payments under borrowing arrangements (535,860) —

Payments under share repurchase program, including excise tax (30,381) (84,492)

Withholding tax payments for share-based payment awards (17,700) (13,671)

Debt issuance costs paid (8,630) —

Cash dividends paid (1,970) (2,017)

Payments under financing lease obligations (492) (422)

Proceeds from issuance of common stock 4,696 3,818

Borrowings under credit arrangements 537,255 —

Net cash used for financing activities (53,082) (96,784)

Effect of foreign currency exchange rate changes on cash and cash equivalents (1,596) 2,216

Decrease in cash and cash equivalents (117,736) (111,305)

Cash and cash equivalents, beginning of period 389,887 370,302

Cash and cash equivalents, end of period $ 272,151 $ 258,997

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

In addition to reporting financial results in accordance with accounting principles generally accepted in the United States, we provide non-GAAP operating results adjusted for certain items, including: asset impairments; accelerated depreciation expense due to plant consolidation activities; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory to fair value, and transaction costs; severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and assets; amortization of intangible assets; gains (losses) on debt extinguishment; certain gains (losses) from patent settlements; discontinued operations; and other costs. We adjust for the items listed above in all periods presented, unless the impact is clearly immaterial to our financial statements. When we calculate the tax effect of the adjustments, we include all current and deferred income tax expense commensurate with the adjusted measure of pre-tax profitability.

We utilize the adjusted results to review our ongoing operations without the effect of these adjustments and for comparison to budgeted operating results. We believe the adjusted results are useful to investors because they help them compare our results to previous periods and provide important insights into underlying trends in the business and how management oversees our business operations on a day-to-day basis. As an example, we adjust for acquisition-related expenses, such as amortization of intangibles and impacts of fair value adjustments because they generally are not related to the acquired business' core business performance. As an additional example, we exclude the costs of restructuring programs, which can occur from time to time for our current businesses and/or recently acquired businesses. We exclude the costs in calculating adjusted results to allow us and investors to evaluate the performance of the business based upon its expected ongoing operating structure. We believe the adjusted measures, accompanied by the disclosure of the costs of these programs, provides valuable insight.

Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States.

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands, except percentages and per share amounts)

Revenues $ 696,375 $ 624,861

GAAP gross profit $ 258,088 $ 245,840

Amortization of software development intangible assets 3,372 2,613

Severance, restructuring, and acquisition integration costs 3,981 9

Adjusted gross profit $ 265,441 $ 248,462

GAAP gross profit margin 37.1 % 39.3 %

Adjusted gross profit margin 38.1 % 39.8 %

GAAP selling, general and administrative expenses $ (138,652) $ (131,522)

Severance, restructuring, and acquisition integration costs 3,879 1,594

Adjustments related to acquisitions and divestitures (955) 298

Adjusted selling, general and administrative expenses $ (135,728) $ (129,630)

GAAP research and development expenses $ (30,089) $ (28,417)

Severance, restructuring, and acquisition integration costs 1,192 95

Adjusted research and development expenses $ (28,897) $ (28,322)

GAAP net income $ 51,027 $ 51,937

Income tax expense 11,744 10,144

Interest expense, net 13,459 10,104

Loss on debt extinguishment 1,273 —

Total non-operating adjustments 26,476 20,248

Amortization of intangible assets 11,388 13,275

Amortization of software development intangible assets 3,372 2,613

Severance, restructuring, and acquisition integration costs 9,052 1,698

Adjustments related to acquisitions and divestitures (955) 298

Total operating income adjustments 22,857 17,884

Depreciation expense 17,696 13,896

Adjusted EBITDA $ 118,056 $ 103,965

GAAP net income margin 7.3 % 8.3 %

Adjusted EBITDA margin 17.0 % 16.6 %

GAAP net income $ 51,027 $ 51,937

Plus: Operating income adjustments from above 22,857 17,884

Less: Tax effect of adjustments above 5,488 4,336

Plus: Loss on debt extinguishment 1,273 —

Adjusted net income $ 69,669 $ 65,485

GAAP income per diluted share $ 1.30 $ 1.27

Adjusted income per diluted share $ 1.77 $ 1.60

GAAP and adjusted diluted weighted average shares 39,395 40,844

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

Three Months ended GAAP Non-GAAP

March 29, 2026 March 30, 2025 Revenue Growth Foreign Currency Impact Copper Pass-Through Pricing Impact Acquisitions and Divestitures Impact Organic Growth

(In thousands, except percentages)

Revenues $ 696,375 $ 624,861 11 % 2 % 2 % — % 7 %

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

We define free cash flow, which is a non-GAAP financial measure, as net cash from operating activities adjusted for capital expenditures net of the proceeds from the disposal of assets. We believe free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends and share repurchases. We use free cash flow, as defined, as one financial measure to monitor and evaluate performance and liquidity. Non-GAAP financial measures should be considered only in conjunction with financial measures reported according to accounting principles generally accepted in the United States. Our definition of free cash flow may differ from definitions used by other companies.

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands)

GAAP net cash provided by (used for) operating activities $ (18,666) $ 7,441

Capital expenditures (44,392) (32,202)

Proceeds from disposal of tangible assets — 106

Non-GAAP free cash flow $ (63,058) $ (24,655)

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

Three Months Ended

June 28, 2026

GAAP EPS $1.53 - $1.63

Amortization of intangible assets 0.28

Severance, restructuring, and acquisition integration costs 0.08

Adjustments related to acquisitions and divestitures 0.06

Adjusted EPS $1.95 - $2.05

Our guidance is based upon information currently available regarding events and conditions that will impact our future operating results. In particular, our results are subject to the factors listed under "Forward-Looking Statements" in this release. In addition, our actual results are likely to be impacted by other additional events for which information is not available, such as asset impairments, adjustments related to acquisitions and divestitures, severance, restructuring, and acquisition integration costs, gains (losses) recognized on the disposal of assets, gains (losses) on debt extinguishment, discontinued operations, and other gains (losses) related to events or conditions that are not yet known.

Forward-Looking Statements

This release contains, and any statements made by us concerning the subject matter of this release may contain, forward-looking statements, including the closing of the acquisition and our outlook for the remainder of 2026 and beyond. Forward-looking statements also include any statements regarding future financial performance (including revenues, growth, expenses, earnings, margins, cash flows, dividends, capital expenditures and financial condition), plans and objectives, and related assumptions. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “forecast,” “guide,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions. Forward-looking statements reflect management’s current beliefs and expectations and are not guarantees of future performance. Actual results may differ materially from those suggested by any forward-looking statements for a number of reasons, including, without limitation: the risk that the RUCKUS transaction may not be completed in a timely manner or at all, the inability to integrate or realize the benefits of the RUCKUS transaction, disruptions in the Company’s information systems including due to cyber-attacks; the impact of volatility in global trade policies and tariffs; the impact of disruptions in the global supply chain, including the inability to timely obtain raw materials and components in sufficient quantities on commercially reasonable terms; foreign and domestic political, economic and other uncertainties, including changes in currency exchange rates; the impact of a challenging global economy, including the impact of inflation, or a downturn in served markets; inflation and changes in the price and availability of raw materials leading to higher input and labor costs; the competitiveness of the global markets in which we operate; the inability of the Company to develop and introduce new products; competitive responses to our products; the inability to successfully implement artificial intelligence into our product offerings and back office processes; our reliance on legacy information technology systems and the challenges associated with their maintenance and upgrade; difficulty in forecasting revenues due to the unpredictable timing of orders related to customer projects as well as the impacts of channel inventory; the inability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); the inability to achieve our strategic priorities in emerging markets; the presence of substitute products in the marketplace; the impacts of extreme weather events and other climate-related catastrophes; the possibility of future epidemics or pandemics; volatility in credit and foreign exchange markets; changes in tax laws and variability in the Company’s quarterly and annual effective tax rates; the inability to successfully complete and integrate acquisitions, in furtherance of the Company’s strategic plan, as well as the inability to accurately forecast the financial impacts of acquisitions; the inability to retain key employees; disruption of, or changes in, the Company’s key distribution channels; the presence of activists proposing certain actions by the Company; perceived or actual product failures; the impact of regulatory requirements and other legal compliance issues; inability to satisfy the increasing expectations with respect to sustainability matters; assertions that the Company violates the intellectual property of others and the ownership of intellectual property by competitors and others that prevents the use of that intellectual property by the Company; risks related to the use of open source software; the impairment of goodwill and other intangible assets and the resulting impact on financial performance; disruptions and increased costs attendant to collective bargaining groups and other labor matters; and other factors.

For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the period ended December 31, 2025, filed with the SEC on February 17, 2026. Although the content of this release represents our best judgment as of the date of this report based on information currently available and reasonable assumptions, we give no assurances that the expectations will prove to be accurate. Deviations from the expectations may be material. For these reasons, Belden cautions readers to not place undue reliance on these forward-looking statements, which speak only as of the date made. Belden disclaims any duty to update any forward-looking statements as a result of new information, future developments, or otherwise, except as required by law.

About Belden

Belden Inc. delivers complete connection solutions that unlock untold possibilities for our customers, their customers and the world. We advance ideas and technologies that enable a safer, smarter and more prosperous future. Throughout our 120+ year history we have evolved as a company, but our purpose remains – making connections. By connecting people, information and ideas, we make it possible. We are headquartered in St. Louis and have manufacturing capabilities in North America, Europe, Asia and Africa. For more information, visit us at www.belden.com; follow us on Facebook, LinkedIn and X/Twitter.

BDC-Financial

Contact:

Belden Investor Relations

Aaron Reddington, CFA

(317) 219-9359

Investor.Relations@Belden.com

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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