[Form 4] Belden Inc. Insider Trading Activity

Rhea-AI Filing Summary

Belden Inc. (BDC) Form 4: Brian Lieser, EVP, Solutions, reported multiple transactions under a Rule 10b5-1 plan around Sept 2-4, 2025. He exercised 1,066 stock appreciation rights (SARs) at a $61.79 exercise price producing 297 issued shares after withholding; the SAR exercise triggered withholding of 769 shares. He sold 297 shares on 09/03/2025 at $126.11 and 3,800 shares on 09/04/2025 at $127.28. Additional withholdings occurred for vested restricted stock units and converted performance stock units, and 504.9382 shares are held indirectly in the company 401(k) plan.

Positive

• Use of Rule 10b5-1 plan provides pre-established, compliant framework for trades
• Disclosure of tax withholding and plan-held shares increases transparency about compensation settlements
• Maintained 401(k) plan holdings of 504.9382 shares indicate continued indirect ownership

Negative

• Material reduction in direct holdings from 45,211 to 30,787 shares following sales and withholdings
• Significant share sales (3,800 shares at $127.28) represent notable insider liquidity

Insights

Corporate Governance Expert

TL;DR: Insider executed planned SAR exercise and subsequent programmed sales under a 10b5-1 plan; activity appears routine for compensation-related liquidity.

The filings show an exercise of 1,066 SARs under a Rule 10b5-1 plan adopted November 7, 2024, with shares withheld for taxes and programmed sales on 09/03 and 09/04/2025. The report documents settlements of RSUs and PSUs with tax withholding. These are standard executive compensation transactions and disclosures that increase transparency about executive holdings and liquidity events.

Executive Compensation Analyst

TL;DR: Compensation-derived issuances and withholdings drove most share movements; net beneficial ownership declined after sales.

The sequence—SAR exercise, issuance of a net 297 shares, withholding of 769 shares for taxes, and additional withholding for vested RSUs/converted PSUs—indicates routine fulfillment of tax obligations tied to equity compensation. Sales of 297 and 3,800 shares at ~$126–$127 reduced direct holdings from 45,211 shares post-exercise to 30,787 shares on 09/04/2025, reflecting substantial post-vesting liquidity activity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lieser Brian

(Last) (First) (Middle)

C/O BELDEN INC.

1 N. BRENTWOOD BLVD., 15TH FLOOR

(Street)

ST. LOUIS MO 63105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BELDEN INC. [ BDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Solutions

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/02/2025		M(1)		1,066	A	$61.79	45,211	D
Common Stock	09/02/2025		D		769(3)	D	$127.11	44,442	D
Common Stock	09/03/2025		S(4)		297	D	$126.11	44,145	D
Common Stock	09/03/2025		D		3,186(5)	D	$126.84	40,959	D
Common Stock	09/03/2025		D		6,372(6)	D	$126.84	34,587	D
Common Stock	09/04/2025		S(4)		3,800	D	$127.28	30,787	D
Common Stock								504.9382(2)	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	$61.79	09/02/2025		M(1)			1,066	(7)	02/28/2029	Common Stock	1,066	$0	0	D

Explanation of Responses:

1. The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Lieser on November 7, 2024.

2. Represents the balance of shares of Belden Inc. common stock held in the Belden Retirement Savings Plan as of the date of this filing.

3. This represents the difference between the number of SARs exercised (1,066) and the number of shares issued as a result of the exercise (297). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($127.11) and the exercise price ($61.79). Additional shares were then withheld to satisfy the Company's tax withholding obligations.

4. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Lieser on November 7, 2024.

5. Shares withheld for tax purposes related to portion of August 30, 2021 restricted stock unit grant that vested on August 30, 2025. The resulting shares were delivered on September 3, 2025.

6. The Reporting Person was awarded 6,986 performance stock units (PSUs) on August 30, 2021. Following the performance period, it was determined based on the total stockholder return during the performance period that the PSUs earned a conversion factor of 2.0. Therefore, the PSUs converted to 13,972 restricted stock units (RSUs). This cell represents the number of shares withheld for tax purposes upon vesting. The resulting shares were delivered on September 3, 2025.

7. The original grant of stock appreciation rights became exercisable in equal portions on the first three anniversaries of the grant date.

	/s/ Brian E. Anderson, attorney-in-fact for Brian Lieser	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Brian Lieser report on the Form 4 for BDC?

The Form 4 reports a 09/02/2025 exercise of 1,066 SARs, issuance of 297 shares, tax-withheld shares of 769, sales of 297 shares on 09/03/2025 at $126.11 and 3,800 shares on 09/04/2025 at $127.28, and RSU/PSU withholdings delivered on 09/03/2025.

Were the trades made under a 10b5-1 plan for BDC insider Brian Lieser?

Yes. The SAR exercise and reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Lieser on November 7, 2024.

How did the insider's beneficial ownership change after the transactions?

Reported direct beneficial ownership declined from 45,211 shares after the SAR exercise to 30,787 shares following the 09/04/2025 sale and withholdings.

What caused the difference between SARs exercised and shares issued?

The difference (1,066 SARs exercised vs. 297 shares issued) reflects settlement in shares based on the intrinsic value with additional shares withheld to satisfy tax withholding obligations.

Does the Form 4 show any indirect holdings for Brian Lieser?

Yes. It reports 504.9382 shares held indirectly in the Belden Retirement Savings Plan as of the filing date.