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Bel Fuse (NASDAQ: BELFA) realigns into ADRS and ITDS with 2025 data

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Form Type
8-K

Rhea-AI Filing Summary

Bel Fuse Inc. is realigning its organization into two reportable segments and updating leadership roles to match this new structure. Beginning with the quarter ended March 31, 2026, results will be reported as Aerospace, Defense & Rugged Solutions (ADRS) and Industrial Technology & Data Solutions (ITDS), with prior 2024 and 2025 periods recast.

ADRS generated $368,862 in 2025 net sales and ITDS generated $306,593, for total 2025 net sales of $675,455, up from $534,792 in 2024. ADRS posted a 2025 gross margin of 41.0%, while ITDS recorded 37.5%.

Bel appointed Thomas Smelker as EVP & President, ADRS, and Steve Dawson as EVP & President, ITDS, each effective March 31, 2026. Dawson’s new employment agreement includes a $400,000 base salary, variable pay targeted at 125% of base, performance share units, and severance protections, including enhanced benefits following a change in control.

Positive

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Insights

Bel Fuse shifts to end-market segments and discloses stronger 2025 mix.

Bel Fuse Inc. is moving from product-based reporting to two end-market-focused segments: ADRS and ITDS. Recast 2024–2025 data show 2025 net sales of $675,455, with ADRS at $368,862 and ITDS at $306,593, highlighting a substantial aerospace and defense contribution.

Profitability looks solid in both segments. ADRS delivered a 2025 gross margin of 41.0%, and ITDS posted 37.5%, supporting the strategic emphasis on higher-value solutions. Segment assets at year-end 2025 were $655,065 for ADRS and $216,129 for ITDS, suggesting capital is concentrated in the rugged, aerospace-driven business.

Leadership and incentives are being aligned with this structure. Steve Dawson’s package—$400,000 base salary, target bonus at 125% of base, performance share units, and change-in-control severance of 2x salary plus target bonus—ties compensation to growth and returns, though actual impact will depend on future operating performance disclosed in subsequent filings.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total net sales 2025 $675,455 Year ended December 31, 2025 total company net sales
Total net sales 2024 $534,792 Year ended December 31, 2024 total company net sales
ADRS net sales 2025 $368,862 Aerospace, Defense & Rugged Solutions net sales, 2025
ITDS net sales 2025 $306,593 Industrial Technology & Data Solutions net sales, 2025
ADRS gross margin 2025 41.0% Aerospace, Defense & Rugged Solutions gross profit percentage, 2025
ITDS gross margin 2025 37.5% Industrial Technology & Data Solutions gross profit percentage, 2025
Steve Dawson base salary $400,000 Annual base salary under EVP & President, ITDS employment agreement
Dawson target variable pay 125% of base salary Target annual variable compensation opportunity
Aerospace, Defense & Rugged Solutions financial
"the Company will report results under two reportable segments: (1) Aerospace, Defense & Rugged Solutions; and (2) Industrial Technology & Data Solutions."
Industrial Technology & Data Solutions financial
"the Company will report results under two reportable segments: (1) Aerospace, Defense & Rugged Solutions; and (2) Industrial Technology & Data Solutions."
Nonqualified Deferred Compensation Plan financial
"participation during the employment term in the Bel Fuse Inc. Nonqualified Deferred Compensation Plan (the “DCP”) and all employee benefit plans"
Change in Control Event financial
"prior to a Change in Control Event (as defined in the Company’s 2020 Equity Compensation Plan, or any successor plan)"
performance share unit award financial
"an annual performance share unit award grant of 75% of Base Salary"
forward-looking statements regulatory
"This report and the exhibits attached hereto (collectively, the “Report”) contain “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
BEL FUSE INC /NJ
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): March 31, 2026
 
BELFUSE INC /NJ
BEL FUSE INC.
(Exact Name of Registrant as Specified in its Charter)
 
New Jersey
 
000-11676
 
22-1463699
(State of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
300 Executive Drive, Suite 300, West Orange, New Jersey
 
07052
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code:  (201) 432-0463
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
         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
 
Name of Exchange on Which Registered
Class A Common Stock ($0.10 par value)
 
BELFA
 
Nasdaq Global Select Market
Class B Common Stock ($0.10 par value)
 
BELFB
 
Nasdaq Global Select Market
 
 
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 March 31, 2026, the management of Bel Fuse Inc. (“Bel” or the “Company”) issued a press release (“Press Release”) announcing a strategic realignment of its business units. Beginning with the fiscal quarter ended March 31, 2026, the Company will report results under two reportable segments: (1) Aerospace, Defense & Rugged Solutions; and (2) Industrial Technology & Data Solutions. The Company revised its reportable segments to align with how the Company’s Chief Operating Decision Maker, Farouq Tuweiq, President and Chief Executive Officer of Bel, manages the Company’s business, including resource allocation and performance assessment. A copy the Company’s press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company has retrospectively recast segment information to reflect the expected segment reporting changes for quarterly and full-year fiscal 2025 and 2024 results. The recast information is included in Exhibit 99.2 and is incorporated herein by reference.
 
The information contained in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
 
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 
 
On March 31, 2026, Thomas Smelker has been appointed EVP & President, Aerospace, Defense & Rugged Solutions. Mr. Smelker joined Bel Fuse in January 2026, bringing extensive industry experience including management of a $400+ million P&L across ten sites at Mercury Systems. His expertise spans ruggedized computing, RF systems, secure microelectronics, and space technologies for defense and commercial aerospace — all closely aligned with Bel’s strategic focus.
 
On March 31, 2026, Steve Dawson has been appointed EVP & President, Industrial Technology & Data Solutions. Mr. Dawson joined Bel Fuse in 2014 and has served as President of the Power Solutions and Protection business, where he demonstrated outstanding leadership in setting strategic direction, fostering innovation, and building strong partnerships with customers and suppliers. Under his guidance, the division achieved significant improvements in operational efficiency and profitability while maintaining Bel’s reputation for high-quality products.
 
On March 31, 2026 Joseph Berry transitioned from VP, President of the Bel's former Magnetic Solutions to Senior Vice President, Components reporting to Steve Dawson under the Industrial Technology & Data Solutions segment as part of the strategic realignment. As a result of his change in responsibilities, Mr. Berry is no longer determined to be an “executive officer” or “officer” of the Company as defined in Rules 3b-7 or 16a-1(f) under the Exchange Act, respectively.
 
Consistent with prior announcements, Peter Bittner III, President of the Company’s former Bel Connectivity Solutions segment, has retired from the Company effective April 3, 2026. 
 
 
New Compensatory Arrangements
 
In connection with Mr. Smelker’s appointment as Company’s EVP & President, Aerospace, Defense & Rugged Solutions, Mr. Smelker and the Company have entered into an Amended Employment Agreement, effective as of March 31, 2026, which amended Item 3 of Exhibit A of the terms of Mr. Smelker’s employment agreement whereby changing his Position/Title was updated to EVP & President, Aerospace, Defense and Rugged Solutions.
 
In connection with Mr. Dawson’s appointment as Company’s EVP & President, Industrial Technology & Data Solutions, Mr. Dawson and the Company have entered into an Employment Agreement (the “Employment Agreement”), effective as of March 31, 2026 (the “Effective Date”), which outlines the terms of Mr. Dawson’s employment as the Company’s EVP & President, Industrial Technology & Data Solutions. The Employment Agreement provides that Mr. Dawson’s employment may be terminated by either the Company or Mr. Dawson at any time and for any reason; provided that, unless Mr. Dawson is terminated for Cause (as defined in the Employment Agreement), dies or is unable to perform his duties due to a Disability (as defined in the Employment Agreement), either he or the Company must give the other at least 60 days’ written notice before ending his employment.
 
Under the Employment Agreement, Mr. Dawson will receive an annual base salary of $400,000 (as in effect from time to time, “Base Salary”), subject to review no less frequently than annually by the Compensation Committee of the Board (the “Compensation Committee”) for potential increase if the Compensation Committee, in its discretion, deems appropriate. Mr. Dawson shall also be eligible for the following: (i) target annual variable compensation with a target of 125% of Base Salary (subject to possible increase from time to time in the discretion of the Compensation Committee), but which can range from 0% to 200% of Base Salary depending on the level of achievement of applicable goals established by the Compensation Committee (which may be based on a combination of individual and Company related performance objectives), with any annual variable compensation to be paid 60% in cash and 40% in time-based restricted stock units (“RSUs”) and/or restricted shares, provided that the Compensation Committee has the discretion to change such allocation; (ii) an annual performance share unit award grant of 75% of Base Salary (provided that the Compensation Committee shall have discretion to increase or decrease the performance share unit award grant amount for any year based on its evaluation of Mr. Dawson’s performance and/or such other factors as the Compensation Committee deems appropriate), and based on achievement of such performance objectives as the Compensation Committee in good faith deems appropriate, including without limitation objectives based on total shareholder return and/or other corporate and individual measures, and payable in such form as determined by the Compensation Committee, which may be in cash and/or equity (including RSUs and/or restricted shares with vesting conditions); (iii) participation during the employment term in the Bel Fuse Inc. Nonqualified Deferred Compensation Plan (the “DCP”) and all employee benefit plans, practices and programs maintained by the Company for the benefit of employees generally as in effect from time to time; and (iv) reimbursement of up to $5,000 in legal fees related to the negotiation of the Employment Agreement.
 
 

 
In the event of termination, Mr. Dawson is entitled to various severance benefits depending on the circumstances. If terminated by the Company without Cause, or if he resigns for Good Reason, in each case prior to a Change in Control Event (as defined in the Company’s 2020 Equity Compensation Plan, or any successor plan), Mr. Dawson will be entitled to receive amounts accrued under the Employment Agreement and, subject to Mr. Dawson’s execution and non-revocation of a release of claims in a form acceptable to the Company (a “Release”), and compliance with the terms of the Employment Agreement, he will receive the following: (i) continued payments of Base Salary (at the rate of Base Salary in effect immediately prior to notice of termination) for a period of 12 months payable in accordance with the Company’s normal payroll practices; (ii) pro-rata payment of his variable compensation that otherwise would have been earned for the calendar year of termination, prorated based on the number of days of employment during such year divided by 365; (iii) continued vesting of all equity awards outstanding as of the date of termination, including the equity portion of his annual variable compensation, in accordance with their applicable vesting schedules; (iv) his interest in the DCP shall be fully vested and be payable in accordance with the terms of the DCP; and (v) continued health coverage at active employee rates for up to 12 months. If such a termination occurs on or within 24 months following a Change in Control Event, Mr. Dawson will be entitled to receive amounts accrued under the Employment Agreement, and subject to Mr. Dawson’s execution of a Release and compliance with the terms of the Employment Agreement, he will receive the following: (i) a lump sum cash severance payment equal to two (2.0) times the sum of (a) his Base Salary (at the higher of the rate of Base Salary in effect immediately prior to the Change in Control Event or the date of notice of termination), and (b) his target variable compensation for the calendar year of termination; (ii) a lump sum cash payment equal to his pro-rata target variable compensation for the calendar year of separation (regardless of whether payable in cash or RSUs/restricted shares), prorated based on the number of days of employment during such year divided by 365; (iii) immediate vesting of all equity awards outstanding as of the date of termination, including the equity portion of his annual variable compensation; (iv) continued health coverage at active employee rates for up to 24 months; (v) benefits under the DCP in accordance with the change in control provisions thereof; and (vi) up to $10,000 worth of reasonable outplacement services through an outplacement firm of Mr. Dawson’s choosing.
 
The Employment Agreement also includes provisions for confidentiality, non-competition, non-solicitation, and non-disparagement, as well as intellectual property assignment and clawback provisions.
 
The foregoing descriptions of the Amendment to Employment Agreement related to Mr. Smelker and Employment Agreement related to Mr. Dawson are summaries only and are qualified in their entirety by reference to the full text of the respective agreements, which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
 
 
 

 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
10.1 Amendment to Employment Agreement, dated as of March 31, 2026, by and between Bel Fuse Inc. and Tom Smelker.*
10.2 Employment Agreement, dated as of March 31, 2026, by and between Bel Fuse Inc. and Steve Dawson.*
99.1 Press Release of Bel Fuse Inc. dated March 31, 2026, furnished hereto.
99.2
Bel's revised segment financial information for all the quarters and the full year fiscal 2025 and 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
   
 *  Management contract or compensatory plan or arrangement.
 
 
Cautionary Language Concerning Forward-Looking Statements
 
This report and the exhibits attached hereto (collectively, the Report) contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to our statements regarding future events, performance, plans, intentions, beliefs, expectations and estimates, including statements regarding matters such as trends and expectations as to our sales, and gross margin, and as to our products, product groups, customers, and end markets; statements about additions to the leadership team and expectations regarding further alignment of the organization with customer needs and industry trends; statements about growth strategy and growth initiatives, teamwork, exploration of new opportunities, and the Companys evolution; and statements regarding our expectations and beliefs regarding trends in the Company's business and industry and the markets in which Bel operates, and about broader market trends and the macroeconomic environment generally, and other statements regarding the Company's positioning, its strategies, future progress, investments, plans, targets, goals, and other focuses and initiatives, and the expected timing and potential benefits thereof. These forward-looking statements are made as of the date of this release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as expect, anticipate, should, believe, hope, target, project, forecast, outlook, goals, estimate, potential, predict, may, will, might, could, intend, variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Bels control. Bels actual results could differ materially from those stated or implied in our forward-looking statements (including without limitation any of Bels projections) due to a number of factors, including but not limited to, difficulties associated with integrating previously acquired companies, including any unanticipated difficulties, or unexpected or higher than anticipated expenditures, relating to Bel's November 2024 acquisition of Enercon, and including, without limitation, the risk that Bel is unable to integrate the Enercon business successfully or difficulties that result in the failure to realize the expected benefits and synergies within the expected time period (if at all); the possibility that the Bels intended acquisition of the remaining 20% stake in Enercon is not completed in accordance with the shareholders agreement as contemplated for any reason, and any resulting disruptions to Bels business and its currently 80% owned Enercon subsidiary as a result thereof; trends in demand which can affect Bel's products and results, including that demand in Enercons end markets can be cyclical, impacting the demand for Enercons products, which could be materially adversely affected by reductions in defense spending; the market concerns facing Bel's customers, and risks for the Companys business in the event of the loss of certain substantial customers; the continuing viability of sectors that rely on Bel's products; the effects of business and economic conditions, and challenges impacting the macroeconomic environment generally and/or Bel's industry in particular; the effects of rising energy and other input costs, and cost changes generally, including the potential impact of inflationary pressures; capacity and supply constraints or difficulties, including supply chain constraints or other challenges; the impact of public health crises; difficulties associated with the availability of labor, and the risks of any labor unrest or labor shortages; risks associated with Bels international operations, including Bel's substantial manufacturing operations in China, and following Bels November 2024 acquisition of Enercon, risks associated with operations in Israel, which may be adversely affected by political or economic instability, military activity (including the ongoing Iran war), major hostilities or acts of terrorism in the region; risks associated with restructuring programs or other strategic initiatives, including any difficulties in implementation or realization of the expected benefits or cost savings; product development, commercialization or technological difficulties; the regulatory and trade environment including the potential effects of the imposition or modification of new or increased tariffs either by the U.S. government on foreign imports or by a foreign government on U.S. exports related to the countries in which Bel transacts business and trade restrictions that may impact Bel, its customers and/or its suppliers, and risks associated with the evolving trade environment, trade restrictions, and changes in trade agreements, and general uncertainty about future changes in trade and tariff policy and the associated impacts of those changes; risks associated with fluctuations in foreign currency exchange rates and interest rates; uncertainties associated with legal proceedings; the markets acceptance of the Company's new products and competitive responses to those new products; the impact of changes to U.S. and applicable foreign legal and regulatory requirements, including tax laws; and the risks detailed in Bels most recent Annual Report on Form 10-K  and in subsequent reports filed by Bel with the Securities and Exchange Commission, as well as other documents that may be filed by Bel from time to time with the Securities and Exchange Commission. In light of the risks and uncertainties impacting Bel's business, there can be no assurance that any forward-looking statement will in fact prove to be correct. Past performance is not necessarily indicative of future results. The forward-looking statements included in this Report represent Bels views as of the date of this Report. Bel anticipates that subsequent events and developments will cause its views to change. Bel undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Bels views as of any date subsequent to the date of this Report.
 
 

 
 
SIGNATURE
 
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.
 
Date:  April 6, 2026
 BEL FUSE INC.
 
 (Registrant)
 
 
 
 
By:  
 /s/Farouq Tuweiq
 
Farouq Tuweiq
 
President and Chief Executive Officer
 
 

 

 

Exhibit 99.1

 

 

 

bellogo.jpg

FOR IMMEDIATE RELEASE

Bel Fuse Inc.

300 Executive Drive

Suite 300

West Orange, NJ 07052

www.belfuse.com

tel 201.432.0463

 

 

 

Bel Announces Strategic Organizational Realignment

to Accelerate Growth and Innovation

 

WEST ORANGE, N.J., March 31, 2026 (GLOBE NEWSWIRE) -- Bel Fuse Inc.® (Nasdaq: BELFA and BELFB) (Bel or the Company) a leading global manufacturer of electronic components, systems and  solutions, today announced a strategic realignment of its business units. This transformation is purposefully designed to deliver holistic solutions that address our customers’ evolving needs. By transitioning from a product-centric to an end-market-centric organization, we are sharpening our market focus, accelerating innovation, and elevating customer engagement across Bel’s key end markets. This strategic shift enables us to provide comprehensive, value-driven offerings that support our customers’ long-term success.

 

New Business Unit Structure

 

Effective immediately, Bel will operate through two focused business units organized by end market:

 

 

The Aerospace, Defense & Rugged Solutions business unit (~$369M, or 55% of Bel’s 2025 sales) incorporates the previous Connectivity Solutions and Enercon businesses. This unit is dedicated to delivering innovative solutions for aerospace, defense, space, oil and gas, outdoor broadcasting, agriculture and other rugged environment applications. By bringing together these legacy units, Bel will continue to build on its tradition of excellence and innovation for customers operating in mission-critical environments, while providing product-agnostic access to Bel’s entire portfolio.

 

 

The Industrial Technology & Data Solutions business unit (~$307M, or 45% of Bel’s 2025 sales) integrates the pre-Enercon Power Solutions and Protection and Magnetic Solutions business units. This consolidation is focused on serving the industrial, medical, semiconductor, transportation, and data solutions end markets. By combining these legacy units, the new business unit is positioned to address demanding performance and reliability requirements across a wider range of applications, while enabling customers in these markets to access all Bel products without restriction.

 

This transformation not only aligns Bel’s resources and expertise with key end markets, but also ensures that all customers—regardless of industry—can benefit from Bel’s complete range of technologies and solutions.

 

Leadership Appointments

 

 

Steve Dawson has been appointed EVP & President, Industrial Technology & Data Solutions. Dawson joined Bel Fuse in 2014 and has served as President of the Power Solutions and Protection business, where he demonstrated outstanding leadership in setting strategic direction, fostering innovation, and building strong partnerships with customers and suppliers. Under his guidance, the division achieved significant improvements in operational efficiency and profitability while maintaining Bel’s reputation for high-quality products.

 

 

Tom Smelker has been appointed EVP & President, Aerospace, Defense & Rugged Solutions. Smelker joined Bel Fuse in January 2026, bringing extensive industry experience including management of a $400+ million P&L across ten sites at Mercury Systems. His expertise spans ruggedized computing, RF systems, secure microelectronics, and space technologies for defense and commercial aerospace — all closely aligned with Bel’s strategic focus.

 

“This realignment reflects our commitment to driving sustainable growth and delivering greater value to our customers,” said Farouq Tuweiq, CEO of Bel Fuse Inc. “By consolidating into two end market-focused business units, we are refining our approach to market opportunities, driving innovation, and strategically positioning Bel to capture emerging prospects across the dynamic industries we serve. We are confident this structure will empower faster decision-making, strengthen customer partnerships and drive Bel toward a future of robust, long-term growth.”

 

About Bel

Bel (www.belfuse.com) designs, manufactures, and markets critical electronic components, systems and solutions for customers in aerospace, defense, industrial, and data-driven markets. Understanding that our customers face increasingly complex technical challenges, Bel delivers a comprehensive portfolio of solutions including power systems, high-reliability connectors and cable assemblies, circuit protection, and networking products that enable Original Equipment Manufacturers (OEMs) to bring their innovations to market. Bel partners closely with customers to deliver both customized and standard solutions tailored to their specific applications and performance requirements. With manufacturing facilities and technical support teams worldwide, Bel serves as a strategic partner to customers who require proven reliability in demanding end markets.

 

Company Contact:
Lynn Hutkin
Chief Financial Officer
ir@belf.com

 

Investor Contact:
Three Part Advisors
Jean Marie Young, Managing Director or Steven Hooser, Partner
631-418-4339
jyoung@threepa.com; shooser@threepa.com

 

 

Exhibit 99.2

 

 

BEL FUSE INC. AND SUBSIDIARIES

SEGMENT INFORMATION

(Unaudited)

 

Disaggregated revenue by geographic region and sales channel (unaudited) 

 

   

Aerospace, Defense & Rugged Solutions ("ADRS")

 
   

Q1-25

   

Q2-25

   

Q3-25

   

Q4-25

   

FY 2025

   

Q1-24

   

Q2-24

   

Q3-24

   

Q4-24

   

FY 2024

 

By Geographic Region:

                                                                               

North America

  $ 55,060     $ 63,669     $ 65,525     $ 66,420     $ 250,674     $ 43,884     $ 45,380     $ 42,414     $ 52,006     $ 183,684  

EMEA

    25,108       25,878       28,730       28,439       108,155       9,436       11,242       11,422       19,700       51,800  

Asia

    2,954       2,285       2,043       2,751       10,033       965       1,200       1,879       1,660       5,704  
    $ 83,122     $ 91,832     $ 96,298     $ 97,610     $ 368,862     $ 54,285     $ 57,822     $ 55,715     $ 73,366     $ 241,188  
                                                                                 

By Sales Channel:

                                                                               

Direct to customer

  $ 63,818     $ 73,990     $ 76,171     $ 75,055     $ 289,034     $ 34,070     $ 36,428     $ 34,085     $ 54,612     $ 159,195  

Through distribution

    19,304       17,842       20,127       22,555       79,828       20,215       21,394       21,630       18,754       81,993  
    $ 83,122     $ 91,832     $ 96,298     $ 97,610     $ 368,862     $ 54,285     $ 57,822     $ 55,715     $ 73,366     $ 241,188  

 

 

 

   

Industrial Technology & Data Solutions ("ITDS")

 
   

Q1-25

   

Q2-25

   

Q3-25

   

Q4-25

   

FY 2025

   

Q1-24

   

Q2-24

   

Q3-24

   

Q4-24

   

FY 2024

 

By Geographic Region:

                                                                               

North America

  $ 41,211     $ 48,386     $ 54,779     $ 52,322     $ 196,698     $ 45,672     $ 46,547     $ 38,141     $ 48,116     $ 178,476  

EMEA

    15,709       15,073       14,601       16,951       62,334       17,549       15,728       14,487       13,946       61,710  

Asia

    12,196       13,008       13,302       9,055       47,561       10,584       13,108       15,295       14,431       53,418  
    $ 69,116     $ 76,467     $ 82,682     $ 78,328     $ 306,593     $ 73,805     $ 75,383     $ 67,923     $ 76,493     $ 293,604  
                                                                                 

By Sales Channel:

                                                                               

Direct to customer

  $ 45,622     $ 51,913     $ 57,014     $ 53,060     $ 207,609     $ 48,611     $ 49,365     $ 46,358     $ 54,252     $ 198,586  

Through distribution

    23,494       24,554       25,668       25,268       98,984       25,194       26,018       21,565       22,241       95,018  
    $ 69,116     $ 76,467     $ 82,682     $ 78,328     $ 306,593     $ 73,805     $ 75,383     $ 67,923     $ 76,493     $ 293,604  

 

 

 

   

Year Ended December 31, 2025

   

Year Ended December 31, 2024

   

10-K

 
 
         

10-K

         
   

ADRS

   

ITDS

   

Total

   

ADRS

   

ITDS

   

Total

   

2025

   

Variance

   

2024

   

Variance

 

By Geographic Region:

                                                                               

North America

  $ 250,674     $ 196,698     $ 447,372     $ 183,684     $ 178,476     $ 362,160      $ 447,372      $ -      $ 362,160      $ -  

EMEA*

    108,155       62,334       170,489       51,800       61,710       113,510       104,586       (65,903 )     104,291       9,219  

Asia*

    10,033       47,561       57,594       5,704       53,418       59,122       123,497       65,903       68,341       (9,219 )
    $ 368,862     $ 306,593     $ 675,455     $ 241,188     $ 293,604     $ 534,792      $ 675,455      $ -      $ 534,792       -  
                                                                              -  

By Sales Channel:

                                                                            -  

Direct to customer

  $ 289,034     $ 207,609     $ 496,643     $ 159,195     $ 198,586     $ 357,781       496,643       -       357,781       -  

Through distribution

    79,828       98,984       178,812       81,993       95,018       177,011       178,812       -       177,011       -  
    $ 368,862     $ 306,593     $ 675,455     $ 241,188     $ 293,604     $ 534,792      $ 675,455      $ -      $ 534,792      $ -  

 

 

 

*  The table above reflects a reclassification of sales out of the previously reported Asia sales of $65.9 million for the year ended December 31, 2025 and $9.2 million for the year ended December 31, 2024. The former Europe region is now labeled EMEA, which includes Israel sales (previously categorized within Asia).

 

 

 

Key financial data (unaudited)

 

   

Aerospace, Defense & Rugged Solutions ("ADRS")

 
   

Q1-25

   

Q2-25

   

Q3-25

   

Q4-25

   

FY 2025

   

Q1-24

   

Q2-24

   

Q3-24

   

Q4-24

   

FY 2024

 

Net sale

  $ 83,122     $ 91,832     $ 96,298     $ 97,610     $ 368,862     $ 54,285     $ 57,822     $ 55,715     $ 73,366     $ 241,188  

Cost of sales

    49,794       53,842       56,727       57,417       217,780       34,668       35,310       35,310       45,511       150,799  

Gross profit

    33,328       37,990       39,571       40,193       151,082       19,617       22,512       20,405       27,855       90,389  

Gross profit %

    40.1 %     41.4 %     41.1 %     41.2 %     41.0 %     36.1 %     38.9 %     36.6 %     38.0 %     37.5 %
                                                                                 

Other Segment Disclosures:

                                                                         

Total Assets

  $ 647,325     $ 657,501     $ 658,378     $ 655,065     $ 655,065     $ 205,927     $ 227,442     $ 232,572     $ 613,631     $ 613,631  

Capital Expenditures

    1,173       1,974       1,355       2,819       7,321       2,038       612       2,073       3,021       7,744  

Depreciation and Amortization Expense

    5,010       4,870       4,905       4,907       19,692       1,668       1,709       1,735       3,987       9,099  

Interest Expense

    492       382       192       68       1,134       32       26       6       360       424  

 

 

 

 

   

Industrial Technology & Data Solutions ("ITDS")

 
   

Q1-25

   

Q2-25

   

Q3-25

   

Q4-25

   

FY 2025

   

Q1-24

   

Q2-24

   

Q3-24

   

Q4-24

   

FY 2024

 

Net sale

  $ 69,116     $ 76,467     $ 82,682     $ 78,328     $ 306,593     $ 73,805     $ 75,383     $ 67,933     $ 76,483     $ 293,604  

Cost of sales

    43,336       48,471       51,224       48,586       191,617       45,115       44,205       43,521       47,809       180,650  

Gross profit

    25,780       27,996       31,458       29,742       114,976       28,690       31,178       24,412       28,674       112,954  

Gross profit %

    37.3 %     36.6 %     38.0 %     38.0 %     37.5 %     38.9 %     41.4 %     35.9 %     37.5 %     38.5 %
                                                                                 

Other Segment Disclosures:

                                                                         

Total assets

  $ 230,257     $ 235,476     $ 234,380     $ 216,129     $ 216,129     $ 254,108     $ 245,556     $ 246,923     $ 269,358     $ 269,358  

Capital expenditures

    1,612       1,950       459       535       4,556       890       584       1,264       3,153       5,891  

Depreciation and amortization expense

    1,535       1,588       1,603       1,598       6,324       1,894       1,617       1,773       1,573       6,857  

Interest expense

    (376 )     (295 )     (153 )     (44 )     (868 )     147       136       127       561       971  

 

 

 

   

Year Ended December 31, 2025

   

Year Ended December 31, 2024

 
   

ADRS

   

ITDS

   

Corporate

   

Total

   

ADRS

   

ITDS

   

Corporate

   

Total

 

Net sales

  $ 368,862     $ 306,593     $ -     $ 675,455     $ 241,188     $ 293,604     $ -     $ 534,792  

Cost of sales

    217,780       191,617       1,640       411,037       150,799       180,650       985       332,434  

Gross profit

    151,082       114,976       (1,640 )     264,418       90,389       112,954       (985 )     202,358  

Gross profit %

    41.0 %     37.5 %     nm       39.1 %     37.5 %     38.5 %     nm       37.8 %
                                                                 

Other Segment Disclosures:

                                                         

Total Assets

  $ 655,065     $ 216,129     $ 64,006     $ 935,200     $ 613,631     $ 269,358     $ 66,800     $ 949,789  

Capital Expenditures

    7,321       4,556       125       12,002       7,744       5,891       473       14,108  

Depreciation and Amortization Expense

    19,692       6,324       576       26,592       9,099       6,857       501       16,457  

Interest Expense

    1,134       (868 )     14,485       14,751       424       971       2,683       4,078  

 

 

 

 

 

FAQ

How is Bel Fuse (BELFA) changing its segment reporting structure?

Bel Fuse is moving to two reportable segments: Aerospace, Defense & Rugged Solutions (ADRS) and Industrial Technology & Data Solutions (ITDS). Starting with the quarter ended March 31, 2026, all results will be reported this way, with 2024 and 2025 figures retrospectively recast.

What were Bel Fuse (BELFA) total net sales by segment for 2025 and 2024?

In 2025, Bel Fuse reported net sales of $368,862 for ADRS and $306,593 for ITDS, totaling $675,455. In 2024, ADRS net sales were $241,188 and ITDS net sales were $293,604, for total net sales of $534,792 across the company.

What are the key leadership changes disclosed by Bel Fuse (BELFA)?

Bel appointed Thomas Smelker as EVP & President, ADRS, and Steve Dawson as EVP & President, ITDS, effective March 31, 2026. Joseph Berry moved to Senior Vice President, Components, and is no longer an executive officer, while Peter Bittner III retired effective April 3, 2026.

What compensation terms did Bel Fuse (BELFA) grant Steve Dawson in his new role?

Steve Dawson’s employment agreement provides a $400,000 annual base salary, target annual variable compensation of 125% of base salary, an annual performance share unit award at 75% of base salary, participation in benefit and deferred compensation plans, and severance protections, including enhanced payments following a qualifying change in control event.

How profitable were Bel Fuse (BELFA) segments ADRS and ITDS in 2025?

In 2025, ADRS generated gross profit of $151,082 on net sales of $368,862, a 41.0% gross margin. ITDS produced gross profit of $114,976 on net sales of $306,593, a 37.5% gross margin. These margins reflect solid profitability in both segments.

What severance protections does Steve Dawson have at Bel Fuse (BELFA) after a change in control?

If terminated without cause or resigning for good reason within 24 months after a Change in Control Event, Steve Dawson is entitled to a lump-sum cash payment equal to 2.0 times his base salary plus target variable compensation, pro-rata target bonus, accelerated equity vesting, extended health coverage, and outplacement services.

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