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Belden (NYSE: BDC) bets $1.85B on RUCKUS Networks to boost growth

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Belden Inc. has agreed to acquire the RUCKUS Networks business from Vistance Networks for approximately $1.846 billion in cash. Belden plans to fund the deal with cash on hand and a committed seven-year senior secured Term Loan B facility of up to $1.85 billion from JPMorgan Chase Bank.

The acquisition adds RUCKUS’ Wi‑Fi, enterprise switching and AI-driven cloud networking platform, positioning Belden as a full-stack IT/OT networking solutions provider. Management expects the transaction to be immediately accretive to adjusted EPS, expand adjusted gross and EBITDA margins, and support high‑single‑digit revenue growth at RUCKUS.

The deal is expected to close in the second half of 2026, subject to regulatory approvals and customary conditions, with an outside date of January 31, 2027, extendable for certain regulatory delays. Belden targets net leverage below 3.0x within the first full year after closing and about 1.5x by 2029 on a combined adjusted EBITDA base of roughly $650 million.

Positive

  • Strategic expansion into full-stack networking: The RUCKUS acquisition adds Wi‑Fi, enterprise switching and an AI-driven cloud platform, positioning Belden as a complete IT/OT networking solutions provider across enterprise and industrial environments.
  • Improved margin and earnings profile: Management expects RUCKUS’ high margins to be immediately accretive to adjusted EPS and to lift adjusted gross and EBITDA margins in the first full year after closing.
  • Attractive financial characteristics and entry multiple: RUCKUS is described as a high-margin, high-growth asset with high-single-digit revenue growth, gross margins above 60% and Adjusted EBITDA margins above 20%, acquired at about 13x projected 2026 Adjusted EBITDA.
  • Clear deleveraging roadmap: On a combined Adjusted EBITDA base of roughly $650 million, Belden targets net leverage below 3.0x within the first full year after close and about 1.5x by 2029, supported by strong free cash flow and a temporary pause in share repurchases.

Negative

  • Higher leverage and financing dependence: The company is using a seven-year senior secured Term Loan B facility of up to $1.85 billion, increasing leverage and creating refinancing and interest-rate exposure until planned deleveraging is achieved.
  • Regulatory and closing risk: The transaction depends on antitrust and other regulatory approvals, with an outside closing date of January 31, 2027 (extendable), creating timing and execution uncertainty.
  • Integration and execution complexity: Realizing the expected growth and margin benefits requires successfully integrating RUCKUS, extending its technology into Belden’s industrial base, and managing non-compete, employee and transition service arrangements.

Insights

Belden is using a sizable, high-margin acquisition to reshape its networking portfolio while temporarily increasing leverage.

Belden is paying about $1.846 billion for the RUCKUS Networks business, equating to roughly 13x projected 2026 Adjusted EBITDA. In return it adds Wi‑Fi, enterprise switching and cloud networking, moving from specialty networking into more complete, campus and industrial IT/OT solutions.

RUCKUS brings high-single-digit revenue growth, gross margins above 60% and Adjusted EBITDA margins above 20%, all ahead of Belden’s current profile. Management explicitly expects immediate accretion to adjusted EPS and margin expansion in the first full year of ownership, which is rare for a large strategic deal.

Funding relies on a committed seven-year senior secured Term Loan B of up to $1.85 billion, pushing net leverage but on a combined adjusted EBITDA base of about $650 million. Belden projects net leverage below 3.0x within the first full year post-close and toward roughly 1.5x by 2029, supported by strong free cash flow and a pause in share repurchases.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Purchase price Approximately $1.846 billion cash Consideration for RUCKUS reporting segment
Debt facility size $1,850 million Term Loan B Seven-year senior secured term loan commitment from JPMorgan
Acquisition multiple 13x projected 2026 Adjusted EBITDA Implied entry multiple for RUCKUS
RUCKUS gross margin Above 60% First full year of Belden ownership
RUCKUS Adjusted EBITDA margin Above 20% First full year of Belden ownership
Combined Adjusted EBITDA Approximately $650 million Belden plus RUCKUS base used for leverage outlook
Near-term leverage target Net leverage below 3.0x Within first full year after closing
Long-term leverage goal Approximately 1.5x net leverage Target by 2029
Term Loan B Facility financial
"committed to provide a seven year senior secured term loan B facility in an aggregate principal amount of up to $1,850 million"
A Term Loan B facility is a large, multi‑year loan that a company borrows from banks or institutional investors and repays on a fixed schedule, often with smaller regular payments and a larger final payment. Think of it like a commercial mortgage for a business; it matters to investors because it changes the company’s interest costs, cash flow and financial risk — affecting its ability to pay dividends, invest in growth or meet debt obligations.
Hart-Scott-Rodino Antitrust Improvements Act regulatory
"the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.
representation and warranty insurance financial
"the sole remedy of the Company for a breach by Vistance of such representations and warranties ... will be the proceeds of the representation and warranty insurance"
Transition Services Agreement financial
"Simultaneous with the Closing of the Transaction, the parties will enter into certain ancillary agreements, including ... a Transition Services Agreement"
A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.
Adjusted EBITDA financial
"At approximately 13x projected 2026 Adjusted EBITDA, the transaction reflects a disciplined and attractive entry point"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-GAAP financial measures financial
"This release includes certain non-GAAP financial measures, including adjusted gross margin, adjusted EBITDA, adjusted EBITDA margin and net leverage"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
0000913142false00009131422026-04-292026-04-29

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 29, 2026
Belden Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

_____________________
Delaware001-1256136-3601505
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueBDCNew 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 1.01. Entry into a Material Definitive Agreement.

Purchase Agreement

On April 29, 2026, Belden Inc., a Delaware corporation (the “Company”), and Vistance Networks, Inc., a Delaware corporation (“Vistance”) entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company has agreed to purchase, and Vistance has agreed to sell, the RUCKUS reporting segment of Vistance (collectively, the “Business”) in exchange for approximately $1.846 billion in cash, on a cash-free, debt-free basis, subject to certain adjustments (the “Transaction”). The Company intends to finance the Transaction through a combination of cash on hand and committed debt financing.

The closing of the Transaction (the “Closing”) will take place on (a) the final business day of the calendar month immediately following the date that is the later of the third business day following the satisfaction or waiver of the Closing conditions (described under “Conditions to the Transaction” below) or 30 days following the date on which Vistance delivers certain financial information (as described in the Purchase Agreement). The Closing is expected to occur within the second half of 2026.

Conditions to the Transaction

The consummation of the Transaction is subject to various Closing conditions, including, among other things:

with respect to each party’s obligation to close:

the absence of any order, judgment or injunction or other law that has or would have the effect of prohibiting, enjoining or restraining the consummation of the Transaction or otherwise making the consummation of the Transaction illegal;

the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration or termination of any waiting period or receipt of any clearance, waiver or affirmative approval of governmental and regulatory authorities in certain other specified jurisdictions;

the delivery by the Company and Vistance of their respective customary Closing certificates.

with respect to Vistance’s obligation to close:

the accuracy of the representations and warranties of the Company, subject to specified exceptions and qualifications for materiality or material adverse effect (as described in the Purchase Agreement);

compliance in all material respects with the covenants to be performed by the Company contained in the Purchase Agreement;

with respect to the Company’s obligation to close:

the accuracy of the representations and warranties of Vistance, subject to certain specified exceptions and qualifications for materiality or material adverse effect (as described in the Purchase Agreement);

compliance in all material respects with the covenants to be performed by Vistance contained in the Purchase Agreement;

the absence of any development, change, state of facts, condition, circumstance, occurrence, event or effect that, individually or in the aggregate, have had a “material adverse effect” with respect to the Business and is continuing as of the Closing;




the completion of the restructuring of the Company to effect the separation of the Business from the Company’s other businesses in all material respects;

delivery of required post-signing financial information (as described in the Purchase Agreement); and

releases of any liens with respect to the purchased entities, purchased shares and any purchased assets securing the indebtedness under Vistance’s existing credit agreement.

Termination Rights

The Purchase Agreement contains certain customary termination rights triggered upon the occurrence of certain events, including if the Closing has not occurred by January 31, 2027 (though this “Outside Date” will be extended for an additional three months if the Closing cannot occur solely as a result of the failure to obtain certain regulatory approvals prior to such original Outside Date).

Other Terms of the Transaction

The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. Certain fundamental representations and warranties will survive for 36 months following Closing. All other representations and warranties expire at the Closing and, after the Closing, the sole remedy of the Company for a breach by Vistance of such representations and warranties (other than fraud) will be the proceeds of the representation and warranty insurance secured and paid for by the Company. The representation and warranty insurance policy is subject to certain policy limits, exclusions, deductibles and other terms and conditions. The covenants include, among others, the following: (i) Vistance is obligated to use commercially reasonable efforts operate the Business in the ordinary course of business consistent with past practice in all material respects between the execution of the Purchase Agreement and Closing, (ii) Vistance agrees to use commercially reasonable efforts to preserve intact the Business and maintain existing relations and goodwill with material parties including customers and suppliers between the execution of the Purchase Agreement and Closing, (iii) Vistance agrees not to engage in certain activities with respect to the Business between the execution of the Purchase Agreement and Closing, except with the written consent of the Company (not to be unreasonably withheld, conditioned or delayed), (iv) Vistance agrees, under the terms specified in the Purchase Agreement, not to compete with the Business, or hold any ownership interest in any person who engages in a business that competes with the Business (subject to certain exceptions, including with respect to the Company’s retained businesses), for a period of three years after the Closing, and (v) Vistance agrees not to solicit for hire or hire certain Business employees or certain employees of the Company for a three-year period following the Closing (subject to customary exceptions). The Company has also agreed that the entities acquired by the Company from Vistance in the Transaction and any other entity the Company uses to purchase assets in the Transaction will not solicit for hire or hire any Vistance employee for a three year period following the Closing (subject to customary exceptions). The Purchase Agreement also contains customary covenants with regards to continued employment and the terms of such employment of certain employees of the Business.

Each of the parties is required to use their respective reasonable best efforts to consummate the Transaction, including effecting certain regulatory filings described in the Purchase Agreement and obtaining all necessary consents and authorizations to consummate the Transaction. The Company will control, lead and direct all actions, decisions and strategy for, and make all final determinations with respect to obtaining regulatory clearances pursuant to antitrust laws and foreign direct investment law.

Vistance has agreed to indemnify the Company for, among other things, losses arising from breaches of Vistance’s covenants contained in the Purchase Agreement, breaches of certain “fundamental representations,” certain liabilities excluded from the Transaction and certain taxes (including pre-Closing taxes in respect of the Business). The Company has agreed to indemnify Vistance for losses arising from breaches of the Company’s covenants contained in the Purchase Agreement, certain guarantees and liabilities transferred to the Company in connection with the Transaction.





Simultaneous with the Closing of the Transaction, the parties will enter into certain ancillary agreements, including an Intellectual Property Matters Agreement and a Transition Services Agreement covering certain customary services for a limited period of time following the Closing. The Intellectual Property Matters Agreement is described in more detail below.

The foregoing description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.

The Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Vistance or the Business. The representations and warranties contained in the Purchase Agreement were made only for purposes of the Purchase Agreement as of the specific dates therein, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s or Vistance’s public disclosures.

Intellectual Property Matters Agreement

In connection with the Transaction, the Company will acquire ownership of certain intellectual property rights primarily used or held for use in the Business. In addition, the parties have agreed to enter into an Intellectual Property Matters Agreement at Closing. Pursuant to the terms of the Intellectual Property Matters Agreement, Vistance will assign to the Company those certain intellectual property rights primarily used or held for use in the Business. In addition, Vistance will license to the Company, and the Company will license to Vistance, certain intellectual property rights on a non-exclusive basis.

Forward-Looking Statements

This Current Report includes forward-looking statements that reflect the current views of the Company or Vistance with respect to future events and financial performance, including the proposed acquisition by the Company of the Business from Vistance. These statements may discuss goals, intentions or expectations as to future plans, trends, events, results of operations or financial condition or otherwise, in each case, based on current beliefs of the management of the Company and/or Vistance, as well as assumptions made by, and information currently available to, such management. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside of the control of the Company and Vistance, including, without limitation: failure to obtain applicable regulatory approvals and third party consents in a timely manner, on acceptable terms or at all, or to satisfy the other closing conditions to the proposed Transaction; the potential impact of announcement or consummation of the proposed acquisition on relationships with third parties, including customers, employees and competitors; failure to manage potential conflicts of interest between or among customers; integration of information technology systems; and other factors beyond the control of the Company and/or Vistance.







These and other risk factors are discussed in greater detail in the reports filed by the Company with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Although the information contained in this Current Report represents the best judgment of the Company and/or Vistance as of the date of this Current Report based on information currently available and reasonable assumptions, neither the Company nor Vistance can give any assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, the Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of the date made. Neither the Company nor Vistance is undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this report, except as otherwise may be required by law.

Item 8.01. Other Events.

Financing Commitment

In connection with its entry into the Purchase Agreement, the Company entered into a debt commitment letter, dated April 29, 2026, with JPMorgan Chase Bank, N.A. (“JPMCB”), pursuant to which, subject to the terms and conditions set forth therein, JPMCB committed to provide a seven year senior secured term loan B facility in an aggregate principal amount of up to $1,850 million (the “Term Loan B Facility”). The Company may elect to pursue alternative financing in lieu of all or a portion of the Term Loan B Facility.

The Company has engaged JPMCB to serve as lead arranger and bookrunner in connection with the arrangement and syndication of the Term Loan B Facility.

Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
Exhibit NumberDescription
2.1*
Purchase Agreement, dated as of April 29, 2026, by and between Vistance Networks, Inc. and Belden Inc.
99.1
Press Release, dated April 30, 2026
104Cover Page Interactive Data File for this Current Report on Form 8-K, formatted as Inline XBRL

*    Schedules and exhibits to the Purchase Agreement have been omitted pursuant to Item 601 (a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

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




                        

        
Belden to Acquire RUCKUS Networks from Vistance Networks, Accelerating its Transformation into a Full-Stack Networking Solutions Provider

Acquires RUCKUS Networks from Vistance Networks for approximately $1.85 billion
Adds industry-leading Wi-Fi and enterprise switching to serve as a significant growth catalyst
Establishes Belden as a leading provider of complete, end-to-end IT/OT networking solutions
Immediately accretive to Adjusted EPS; expands Adjusted Gross Margin and Adjusted EBITDA Margin in the first full year following close
Clear path to rapid de-levering, with net leverage of ~1.5x by 2029
Investor conference call scheduled for 8:30 am ET

ST. LOUIS—(BUSINESS WIRE)—April 30, 2026 – Belden Inc. (NYSE: BDC) (“Belden” or the “Company”), a leading global supplier of specialty networking solutions, today announced it has entered into a definitive agreement to acquire RUCKUS Networks (“RUCKUS”), a global provider of intelligent network solutions, from Vistance Networks (Nasdaq: VISN) (“Vistance”) for approximately $1.85 billion. The acquisition establishes Belden as a leading provider of complete, end-to-end IT/OT networking solutions.

RUCKUS is a leading provider of enterprise networking solutions delivering purpose-built connectivity for high-density, mission-critical environments, serving more than 48,000 customers globally. RUCKUS offers an integrated portfolio of Wi-Fi, enterprise switching and an AI-driven cloud networking platform that enables organizations to optimize performance, simplify operations and securely connect users and devices. RUCKUS is known for its differentiated technology, strong channel ecosystem and focus on reliability and user experience at scale.

"The addition of RUCKUS brings a leading provider of purpose-driven enterprise networks to Belden and accelerates our transformation into a full-stack networking solutions provider," said Ashish Chand, President and CEO of Belden. "RUCKUS offers proven, differentiated Wi-Fi and enterprise switching technology that our customers in hospitality, education and healthcare are actively demanding, allowing us to deliver a more complete, end-to-end networking solution. Equally important, these same capabilities create a powerful opportunity to bring high-performance wireless and switching to our industrial customers, who are increasingly looking to converge their IT and OT environments. Together, Belden and RUCKUS will deliver a broader, higher-value networking solution for customers across enterprise and industrial environments, while strengthening our financial profile, generating strong free cash flow that supports rapid de-levering, and creating meaningful long-term value for stockholders."

Compelling Strategic and Financial Opportunities:

Significant Growth Catalyst: Adds industry-leading Wi-Fi and enterprise switching capabilities that directly strengthen the Company’s solutions offering across core enterprise growth verticals, including hospitality, education and healthcare.

Expands Total Addressable Market: RUCKUS adds Wi-Fi and enterprise switching technology, product categories Belden does not currently offer, to markets where Belden already operates, meaningfully expanding the combined organization's addressable opportunity. The combination positions Belden to deliver a more complete, higher-value active networking solution spanning enterprise campuses, high-density public venues and industrial facilities.

Capitalizes on Industrial Opportunity: RUCKUS’ proven high-performance networking platform creates a compelling opportunity to extend best-in-class wireless and switching into Belden's industrial customer base, where demand for converged IT and OT connectivity is accelerating.



        
Delivers Compelling Financial Profile: RUCKUS' high-margin profile is expected to drive accretion to Belden's gross margins, Adjusted EBITDA margins, and Adjusted Earnings Per Share, representing a meaningful enhancement in Belden’s financial profile.

Clear Path to Rapid De-levering: Combined with Belden's strong free cash flow generation and RUCKUS' high cash conversion, the Company expects to reduce net leverage to below 3.0x within the first full year following close, and to reach its long-term target of approximately 1.5x by 2029. Belden will prioritize debt paydown while maintaining its commitment to disciplined capital allocation.

At approximately 13x projected 2026 Adjusted EBITDA, the transaction reflects a disciplined and attractive entry point for a high-margin, high-growth asset. RUCKUS brings a high-quality financial profile to the combined company, with high-single-digit revenue growth, gross margins above 60%, and Adjusted EBITDA margins above 20% in the first full year of ownership, each meaningfully above Belden's current profile. As a result, the transaction is expected to be immediately accretive to Adjusted Earnings Per Share. The acquisition is also expected to serve as a growth accelerator, further advancing Belden's long-term financial framework.

Transaction Details

The acquisition was approved by both companies’ Boards of Directors and is expected to close in the second half of 2026, subject to customary closing conditions, and the receipt of certain regulatory approvals.

Belden has obtained fully committed debt financing from J.P. Morgan that provides the Company flexibility to optimize its permanent capital structure between signing and closing based on market conditions.

Belden’s disciplined capital allocation and strong free cash flow generation support a clear path to de-levering post-close. With a combined Adjusted EBITDA base of approximately $650 million and RUCKUS’ high free cash flow conversion, Belden expects net leverage (a non-GAAP measure) to decline below 3.0x within the first full year after close, and to reach its long-term target of approximately 1.5x by 2029. Consistent with this priority, Belden intends to temporarily pause share repurchases until leverage returns closer to our long-term target.

First Quarter 2026 Financial Results
In a separate press release issued today, Belden announced its first quarter 2026 financial results. The press release is available via Belden’s investor relations website.

Conference Call
Management will host a conference call today at 8:30 am ET to discuss the acquisition as well as the Company’s first quarter 2026 financial 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.

Advisors
Lewis Rice is serving as lead legal advisor and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Belden.

Non-GAAP Financial Measures
This release includes certain non-GAAP financial measures, including adjusted gross margin, adjusted EBITDA, adjusted EBITDA margin and net leverage. Non-GAAP financial measures are 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 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 measures to review our ongoing operations without the effect of these adjustments and for comparison to budgeted operating results. We believe the adjusted measures 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 measures 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, provide valuable insight. Non-GAAP financial measures should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States. Belden does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.

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 anticipated benefits from, and the expected timing for completion of, the RUCKUS acquisition, expected strengthening of Belden’s product offering, future market, growth and synergy opportunities, and the level of RUCKUS’s expected growth and financial contributions, including adjusted earnings per share, adjusted gross margin, adjusted EBITDA and adjusted EBITDA margin, and our outlook for net leverage, 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. Pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts, and may not reflect actual results. 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 proposed transaction may not be completed in a timely manner or at all; the inability to integrate and/or realize the benefits of the RUCKUS acquisition, including expected synergies; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the definitive acquisition agreement; the failure to satisfy any of the conditions to the consummation of the transaction, including the receipt of certain governmental or regulatory approvals; the risk that the financing necessary to consummate the transaction may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated; that the announcement of the proposed acquisition could disrupt Belden’s or RUCKUS’ relationships with customers, employees or other business partners; 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

Belden Contacts

Belden Investor Relations
Aaron Reddington, CFA
+1 (317) 219-9359
Investor.Relations@Belden.com

Andy Brimmer / Haley Salas
Joele Frank, Wilkinson Brimmer Katcher
+1 (212) 355-4449

FAQ

What did Belden (BDC) announce regarding RUCKUS Networks?

Belden announced a definitive agreement to acquire the RUCKUS Networks business from Vistance Networks for approximately $1.846 billion in cash. The deal adds Wi‑Fi, enterprise switching and cloud networking capabilities, transforming Belden into a full-stack IT/OT networking solutions provider across enterprise and industrial markets.

How will Belden (BDC) finance the RUCKUS Networks acquisition?

Belden plans to finance the RUCKUS acquisition with a mix of cash on hand and a seven-year senior secured Term Loan B facility of up to $1.85 billion from JPMorgan Chase Bank. The company may pursue alternative financing and intends to prioritize debt reduction after closing.

When is the Belden (BDC) and RUCKUS Networks transaction expected to close?

The acquisition is expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals. If closing has not occurred by January 31, 2027, the outside date can be extended by three months if certain regulatory approvals are still outstanding.

How is the RUCKUS acquisition expected to affect Belden’s (BDC) earnings and margins?

Belden expects the transaction to be immediately accretive to Adjusted EPS and to expand Adjusted Gross Margin and Adjusted EBITDA Margin in the first full year after closing. RUCKUS is described as having gross margins above 60% and Adjusted EBITDA margins above 20%.

What leverage targets does Belden (BDC) project after acquiring RUCKUS Networks?

With a combined Adjusted EBITDA base of about $650 million, Belden expects net leverage to fall below 3.0x within the first full year after closing, and to reach its long-term target of approximately 1.5x by 2029, supported by strong free cash flow and paused share repurchases.

Why is RUCKUS Networks strategically important to Belden (BDC)?

RUCKUS adds industry-leading Wi‑Fi, enterprise switching and AI-driven cloud networking, enhancing Belden’s offering in hospitality, education and healthcare and creating opportunities in industrial markets. This positions Belden as a provider of complete, higher-value active networking solutions across enterprise campuses and industrial facilities.

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