bdc-20260628

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

FORM 10-Q

_________________________________________________

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____.

Commission File No. 001-12561

____________________________________

BELDEN INC.

(Exact name of registrant as specified in its charter)

_____________________________________________


Delaware						36-3601505
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1 North Brentwood Boulevard, 15th Floor, St. Louis, Missouri 63105

(Address of principal executive offices)

(314) 854-8000

Registrant’s telephone number, including area code

_________________________________________________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐.

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

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

Title of each class

Trading Symbols

Name of each exchange on which registered

Common stock, $0.01 par value

BDC

New York Stock Exchange

As of July 23, 2026, the Registrant had 39,078,191 outstanding shares of common stock.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 28, 2026		December 31, 2025

	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	348,655	$	389,887
Receivables, net	534,159		462,845
Inventories, net	420,591		402,345
Other current assets	90,436		94,303

Total current assets	1,393,841		1,349,380
Property, plant and equipment, less accumulated depreciation	583,710		566,020
Operating lease right-of-use assets	102,580		113,033
Goodwill	1,030,000		1,036,821
Intangible assets, less accumulated amortization	380,942		399,799
Deferred income taxes	13,380		14,512
Other long-lived assets	62,903		64,056
	$	3,567,356	$	3,543,621

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	359,189	$	361,432
Accrued liabilities	293,597		336,067

Total current liabilities	652,786		697,499
Long-term debt	1,230,566		1,285,666
Postretirement benefits	61,938		63,598
Deferred income taxes	115,160		98,060
Long-term operating lease liabilities	88,662		94,372
Other long-term liabilities	33,690		40,002
Stockholders’ equity:
Common stock	503		503
Additional paid-in capital	871,183		867,457
Retained earnings	1,521,208		1,405,572
Accumulated other comprehensive loss	(71,184)		(97,204)
Treasury stock	(937,156)		(911,904)


Total stockholders’ equity	1,384,554		1,264,424
	$	3,567,356	$	3,543,621

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

-1-

BELDEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025

	(In thousands, except per share data)
Revenues	$	750,157	$	671,992	$	1,446,532	$	1,296,853
Cost of sales	(456,533)		(413,424)		(894,820)		(792,445)
Gross profit	293,624		258,568		551,712		504,408
Selling, general and administrative expenses	(147,827)		(131,922)		(286,479)		(263,444)
Research and development expenses	(31,714)		(33,940)		(61,803)		(62,357)
Amortization of intangibles	(14,823)		(13,470)		(26,211)		(26,745)


Operating income	99,260		79,236		177,219		151,862
Interest expense, net	(13,599)		(12,200)		(27,058)		(22,304)
Non-operating pension cost	(456)		(364)		(912)		(805)
Loss on debt extinguishment	—		—		(1,273)		—
Income before taxes	85,205		66,672		147,976		128,753
Income tax expense	(16,669)		(5,666)		(28,413)		(15,810)



Net income	$	68,536	$	61,006	$	119,563	$	112,943



Weighted average number of common shares and equivalents:
Basic	38,957		39,511		38,887		39,835
Diluted	39,283		40,002		39,338		40,418





Basic income per share	$	1.76	$	1.54	$	3.07	$	2.84





Diluted income per share	$	1.74	$	1.53	$	3.04	$	2.79

Comprehensive income	$	93,067	$	21,110	$	145,583	$	35,897

Common stock dividends declared per share	$	0.05	$	0.05	$	0.10	$	0.10

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

-2-

BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)


	Six Months Ended
	June 28, 2026		June 29, 2025

	(In thousands)
Cash flows from operating activities:
Net income	$	119,563	$	112,943
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	68,551		61,851
Share-based compensation	18,203		14,603

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	(76,348)		(31,773)
Inventories	(21,327)		(35,758)
Accounts payable	11,193		(23,462)
Accrued liabilities	(22,948)		(14,314)
Income taxes	4,627		(4,355)
Other assets	(3,283)		(3,674)
Other liabilities	11,054		13,409
Net cash provided by operating activities	110,558		89,470
Cash flows from investing activities:
Capital expenditures	(85,054)		(57,353)
Proceeds from disposal of tangible assets	8		115
Cash from business acquisitions	—		7,918


Net cash used for investing activities	(85,046)		(49,320)
Cash flows from financing activities:
Payments under borrowing arrangements	(535,860)		(50,000)
Payments under share repurchase program, including excise tax	(31,806)		(100,967)
Withholding tax payments for share-based payment awards	(18,532)		(14,157)
Debt issuance costs paid	(14,550)		—
Cash dividends paid	(3,921)		(4,024)
Payments under financing lease obligations	(990)		(878)
Proceeds from issuance of common stock	4,696		3,818
Borrowings under credit arrangements	537,255		50,000
Net cash used for financing activities	(63,708)		(116,208)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(3,036)		7,242
Decrease in cash and cash equivalents	(41,232)		(68,816)
Cash and cash equivalents, beginning of period	389,887		370,302
Cash and cash equivalents, end of period	$	348,655	$	301,486

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

-3-

BELDEN INC.

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENTS

(Unaudited)


				Additional							Accumulated Other
	Common Stock			Paid-In		Retained		Treasury Stock			Comprehensive
	Shares	Amount		Capital		Earnings		Shares	Amount		Income (Loss)		Total
	(In thousands)
Balance at December 31, 2025	50,335	$	503	$	867,457	$	1,405,572	(11,388)	$	(911,904)	$	(97,204)	$	1,264,424
Net income	—	—		—		51,027		—	—		—		51,027
Other comprehensive income, net of tax	—	—		—		—		—	—		1,489		1,489
Common stock issuance	—	—		2,999		—		47	1,697		—		4,696
Retirement Savings Plan stock contributions	—	—		1,235		—		18	1,010		—		2,245
Exercise of stock options, net of tax withholding forfeitures	—	—		(414)		—		5	91		—		(323)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—	—		(17,718)		—		179	341		—		(17,377)
Share repurchase including excise tax	—	—		—		—		(260)	(30,381)		—		(30,381)
Share-based compensation	—	—		9,161		—		—	—		—		9,161
Common stock dividends ($0.05 per share)	—	—		—		(1,960)		—	—		—		(1,960)
Balance at March 29, 2026	50,335	$	503	$	862,720	$	1,454,639	(11,399)	$	(939,146)	$	(95,715)	$	1,283,001
Net income	—	—		—		68,536		—	—		—		68,536
Other comprehensive income, net of tax	—	—		—		—		—	—		24,531		24,531
Retirement Savings Plan stock contributions	—	—		1,098		—		19	1,145		—		2,243
Exercise of stock options, net of tax withholding forfeitures	—	—		(28)		—		—	9		—		(19)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—	—		(1,649)		—		21	836		—		(813)
Share-based compensation	—	—		9,042		—		—	—		—		9,042
Common stock dividends ($0.05 per share)	—	—		—		(1,967)		—	—		—		(1,967)
Balance at June 28, 2026	50,335	$	503	$	871,183	$	1,521,208	(11,359)	$	(937,156)	$	(71,184)	$	1,384,554

-4-


				Additional							Accumulated Other
	Common Stock			Paid-In		Retained		Treasury Stock			Comprehensive
	Shares	Amount		Capital		Earnings		Shares	Amount		Loss		Total
	(In thousands)
Balance at December 31, 2024	50,335	$	503	$	839,755	$	1,176,036	(10,124)	$	(718,026)	$	(3,532)	$	1,294,736
Net income	—	—		—		51,937		—	—		—		51,937
Other comprehensive loss, net of tax	—	—		—		—		—	—		(37,150)		(37,150)
Common stock issuance	—	—		2,083		—		48	1,735		—		3,818
Retirement Savings Plan stock contributions	—	—		1,454		—		20	705		—		2,159
Exercise of stock options, net of tax withholding forfeitures	—	—		(445)		—		6	(198)		—		(643)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—	—		(10,058)		—		162	(2,970)		—		(13,028)
Share repurchase including excise tax	—	—		—		—		(810)	(85,074)		—		(85,074)
Share-based compensation	—	—		7,776		—		—	—		—		7,776
Common stock dividends ($0.05 per share)	—	—		—		(2,024)		—	—		—		(2,024)
Balance at March 30, 2025	50,335	$	503	$	840,565	$	1,225,949	(10,698)	$	(803,828)	$	(40,682)	$	1,222,507
Net income	—	—		—		61,006		—	—		—		61,006
Other comprehensive loss, net of tax	—	—		—		—		—	—		(39,896)		(39,896)
Retirement Savings Plan stock contributions	—	—		1,391		—		21	737		—		2,128
Exercise of stock options, net of tax withholding forfeitures	—	—		(272)		—		5	(1)		—		(273)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—	—		(779)		—		20	566		—		(213)
Share repurchase including excise tax	—	—		—		—		(153)	(15,616)		—		(15,616)
Share-based compensation	—	—		6,827		—		—	—		—		6,827
Common stock dividends ($0.05 per share)	—	—		—		(1,995)		—	—		—		(1,995)
Balance at June 29, 2025	50,335	$	503	$	847,732	$	1,284,960	(10,805)	$	(818,142)	$	(80,578)	$	1,234,475

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

-5-

BELDEN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

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

•Are prepared from the books and records without audit, and

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

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

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

Business Description

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

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

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was March 29, 2026, the 88th day of our fiscal year 2026. Our fiscal second and third quarters each have 91 days. The six months ended June 28, 2026 and June 29, 2025 included 179 and 180 days, respectively.

Fair Value Measurement

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

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

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

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

As of and during the three and six months ended June 28, 2026 and June 29, 2025, we utilized Level 1 inputs to determine the fair value of cash equivalents. We did not have any transfers between Level 1 and Level 2 fair value measurements during the three or six months ended June 28, 2026 and June 29, 2025.

-6-

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. As of June 28, 2026, we did not have any such cash equivalents on hand. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes.

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable, the amounts of which are currently not material. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. Historically, these lawsuits have primarily involved claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a material adverse effect on our financial position, results of operations, or cash flow. As of June 28, 2026, we were party to standby letters of credit, surety bonds, and bank guaranties totaling $17.5 million, $15.3 million, and $4.7 million, respectively.

Revenue Recognition

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

Subsequent Events

We evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure. See Note 14.

Current Year Adoption of Accounting Pronouncements

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

Pending Adoption of Recent Accounting Pronouncements

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

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

-7-

Note 2: Revenues

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

Three Months Ended

Six Months Ended

June 28, 2026

June 29, 2025

June 28, 2026

June 29, 2025

(In thousands)

Automation

436,7