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BDC 10-K & 10-Q changes, risk factors and insider trading

Belden Inc. · NYSE · Drawing & Insulating Of Nonferrous Wire · CIK 913142 · All filings on SEC.gov

Everything below is quoted or computed from Belden Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

10 / 12risk-factor paragraphs added / removed in latest 10-K
2new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
2Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-17 (period ending 2025-12-31) with 10-K filed 2025-02-13 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

10new paragraphs
12removed paragraphs
13reworded paragraphs
6,245 → 6,229words in section

New heading “Our ability to remain competitive will be determined, in part, by our ability to successfully implement AI into our product offerings and back office processes.”

New heading “Our reliance on legacy information technology systems and the challenges associated with their maintenance and upgrade could adversely affect our business, financial condition, and results of operations.”

Removed heading “The presence of substitute products in the marketplace may reduce demand for our products and negatively impact our business.”

Removed heading “The increased prevalence of cloud computing and other disruptive business models may negatively impact certain aspects of our business.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: lawsuit, fine, penalt, artificial intelligence
“Computer hacking, malware, phishing, and spamming attacks against online networking platforms have become more prevalent, more recently enhanced by the use of artificial intelligence (“AI”) tools. Though it is difficult to determine what, if any, harm may directly result from any specific attack or interruption, such events could also be expensive to remedy, harm our reputation or brands, and/or lead users to lose trust and confidence in our business. …”
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Removed text topics: lawsuit, fine, penalt
“Computer hacking, malware, phishing, and spamming attacks against online networking platforms have become more prevalent. Though it is difficult to determine what, if any, harm may directly result from any specific attack or interruption, such events could also be expensive to remedy, harm our reputation or brands, and/or lead users to lose trust and confidence in our business. We, and others on our behalf, also have possession of “personally identifiable information” (“PII”) with respect to employees, vendors, customers, and others. …”
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New text topics: ai
“Our ability to remain competitive will be determined, in part, by our ability to successfully implement AI into our product offerings and back office processes.”
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New text
“Our reliance on legacy information technology systems and the challenges associated with their maintenance and upgrade could adversely affect our business, financial condition, and results of operations.”
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Reworded topics: tariff, china

Paragraph as it now reads, with added and removed wording marked:

In FebruaryThroughout 2025, the United States government issued orders increasing tariffs on imports from certainnearly countries,every includingcountry Canada,in Chinathe and Mexicoworld on certain products,products. includingIn steelsome cases, this has led to negotiations of new trade deals and aluminum,in andothers, it has discussedresulted increasing tariffs globally, which is likely to lead toin reciprocal tariffs on U.S. exports to those countries. Implementation of orders related to Canada and Mexico was initially deferred until March 2025.exports. Because not all goods can be sourced in all countries, global companies like Belden will experience increased costs in their supply chains that may lead to reduced margins or increased prices. These increased costs and the uncertainty during transition periods could lead to changes in buying behavior, such as decreased demand. These impacts could have a negative effect on our financial results, including our revenuerevenue, gross margins, and profitability.
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Removed text
“The increased prevalence of cloud computing and other disruptive business models may negatively impact certain aspects of our business.”
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Full comparison: every changed paragraph (35)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Added

Computer hacking, malware, phishing, and spamming attacks against online networking platforms have become more prevalent, more recently enhanced by the use of artificial intelligence (“AI”) tools. Though it is difficult to determine what, if any, harm may directly result from any specific attack or interruption, such events could also be expensive to remedy, harm our reputation or brands, and/or lead users to lose trust and confidence in our business. We, and others on our behalf, also have possession of “personally identifiable information” (“PII”) with respect to employees, vendors, customers, and others. Based upon a past incident, we have implemented safeguards to protect the privacy of PII as it is possible that hackers or others might obtain this information. We may be subject to potentially costly remedial actions, fines, penalties, lawsuits, and reputational damage in the event of a future incident.

Reworded

In FebruaryThroughout 2025, the United States government issued orders increasing tariffs on imports from certainnearly countries,every includingcountry Canada,in Chinathe and Mexicoworld on certain products,products. includingIn steelsome cases, this has led to negotiations of new trade deals and aluminum,in andothers, it has discussedresulted increasing tariffs globally, which is likely to lead toin reciprocal tariffs on U.S. exports to those countries. Implementation of orders related to Canada and Mexico was initially deferred until March 2025.exports. Because not all goods can be sourced in all countries, global companies like Belden will experience increased costs in their supply chains that may lead to reduced margins or increased prices. These increased costs and the uncertainty during transition periods could lead to changes in buying behavior, such as decreased demand. These impacts could have a negative effect on our financial results, including our revenuerevenue, gross margins, and profitability.

Added

The Company relies on an extended supply chain and the availability of certain raw materials, including but not limited to copper, to produce a significant amount of our products. A reduction or interruption in supply, an inability to procure quality raw materials in a cost-effective manner and constrain volatile materials costs, a failure to monitor contract compliance to ensure and sustain sourcing savings, a failure to procure adequate inventory or raw materials from our suppliers, or regulatory changes may lead to delays in manufacturing and increases in costs.

Removed

Computer hacking, malware, phishing, and spamming attacks against online networking platforms have become more prevalent. Though it is difficult to determine what, if any, harm may directly result from any specific attack or interruption, such events could also be expensive to remedy, harm our reputation or brands, and/or lead users to lose trust and confidence in our business. We, and others on our behalf, also have possession of “personally identifiable information” (“PII”) with respect to employees, vendors, customers, and others. Based upon a past incident, we have implemented safeguards to protect the privacy of PII as it is possible that hackers or others might obtain this information. We may be subject to potentially costly remedial actions, fines, penalties, lawsuits, and reputational damage in the event of a future incident.

Removed

Furthermore, we rely on our information systems and those of third parties that maintain proprietary company information about our products and intellectual property, as well as for processing customer orders, manufacturing and shipping products, billing our customers, tracking inventory, supporting accounting functions and financial statement preparation, paying our employees, and otherwise running our business. In addition, we may need to enhance our information systems to provide additional capabilities and functionality. The implementation of new information systems and enhancements is frequently disruptive to the underlying business of an enterprise. Any disruptions affecting our ability to accurately report our financial performance on a timely basis could adversely affect our business in a number of respects.

Reworded

In addition to manufacturing and other operating facilities in the U.S., we have manufacturing and other operating facilities in Canada, China, India, Mexico, Tunisia and several European countries. We rely on suppliers in many countries, including China. Our foreign operations are subject to economic, social, and political risks inherent in maintaining operations abroad such as economic and political destabilization, land use risks, international conflicts, pandemics and other health-related crises, restrictive actions by foreign governments, and adverse foreign tax laws. In addition to economic and political risk, a risk associated with our European manufacturing operations is the higher relative expense and length of time required to adjust manufacturing employment capacity. We also face political risks in the U.S., including tax or regulatory risks or potential adverse impacts from legislative impasses over,impasses, or significant legislative, regulatory or executive changes in fiscal or monetary policy and other foreign and domestic government policies, including, but not limited to, trade policies and import/export policies.

Added

Our markets are characterized by the introduction of products with increasing technological capabilities, most notable currently is an expectation that AI capabilities will be deployed. Our success depends in part on our ability to anticipate and offer products that appeal to the changing needs and preferences of our customers in the various markets we serve. Developing new products and adapting existing products to meet evolving customer expectations requires high levels of innovation, and the development process may be lengthy and costly. If we are not able to timely anticipate, identify, develop and market products that respond to rapidly changing customer preferences, demand for our products could decline.

Added

Our ability to remain competitive will be determined, in part, by our ability to successfully implement AI into our product offerings and back office processes.

Added

We are increasingly incorporating AI and machine learning technologies into our products, services, and internal operations. While we believe AI offers significant opportunities, its development and deployment involve inherent risks that could materially impact our business. These risks include, but are not limited to (1) operational and performance risks related to the quality of data and sophistication of the algorithms; (2) the evolving legal and regulatory landscape; (3) ethical and reputational risk associated with biased or inaccurate results; (4) cybersecurity and data privacy risk; (5) intellectual property risk; (6) risks related to attracting and retaining AI talent; (7) dependence on third-party AI providers; and (8) speed and quality of adoption.

Added

Any of these risks could materialize and have a material adverse effect on our business, financial condition, and results of operations.

Added

Our reliance on legacy information technology systems and the challenges associated with their maintenance and upgrade could adversely affect our business, financial condition, and results of operations.

Added

We rely on a variety of information technology (IT) systems and infrastructure to support our operations, including critical business processes, data management, and customer-facing applications. Some of these systems are legacy technologies that have been in place for a significant period. While we strive to maintain and update our IT infrastructure, our reliance on these legacy systems presents several risks, including performance and reliability issues, security vulnerabilities, integration challenges, increased maintenance costs, and compliance risks.

Added

We may undertake significant IT infrastructure upgrade and modernization projects to address these challenges. Such projects, however, involve substantial risks, including significant capital expenditure and resource allocation, disruption to operations, implementation and integration challenges, data loss or corruption, and failure to achieve anticipated benefits.

Added

Any of these risks could materially and adversely affect our business, financial condition, and results of operations.

Reworded

Changes in foreign currency rates and commodity prices can impact the buying power of our customers. For example, a strengthened U.S. dollar can result in relative price increases for our products for customers outside of the U.S., which can have a negative impact on our revenues and results of operations. Furthermore, customers’ ability to invest in capital expenditures, such as our products, can dependbe upondependent proceedson their realized profits from commodities,their sales of commodity products, such as occurs in the oil and gas markets. A decline in energy prices, therefore, can have a negative impact on our revenues and results of operations.

Removed

The Company relies on an extended supply chain and the availability of certain raw materials, including but not limited to copper, to produce a significant amount of our products. A reduction or interruption in supply, an inability to procure quality raw materials in a cost effective manner and constrain volatile materials costs, a failure to monitor contract compliance to ensure and sustain sourcing savings, a failure to procure adequate inventory or raw materials from our suppliers, or regulatory changes may lead to delays in manufacturing and increases in costs.

Removed

Our markets are characterized by the introduction of products with increasing technological capabilities. Our success depends in part on our ability to anticipate and offer products that appeal to the changing needs and preferences of our customers in the various markets we serve. Developing new products and adapting existing products to meet evolving customer expectations requires high levels of innovation, and the development process may be lengthy and costly. If we are not able to timely anticipate, identify, develop and market products that respond to rapidly changing customer preferences, demand for our products could decline.

Removed

The presence of substitute products in the marketplace may reduce demand for our products and negatively impact our business.

Removed

Fiber optic and wireless systems are increasingly substitutable for copper-based cable systems. Customers may shift demand to systems with greater capabilities than copper-based cable systems, leading to a reduction in demand for copper-based cable. We may not be able to offset the effects of a reduction in demand for our copper-based cable systems. Similarly, in our non-cable businesses, customers could rapidly shift the methods by which they capture and transmit signals in ways that could lead to decreased demand for our current or future products. These factors, either together or in isolation, may negatively impact revenue and profitability.

Reworded

We have a complex tax profile due to the global nature of our operations, which encompass multiple taxing jurisdictions. Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws and rates, such as the One Big Beautiful Bill Act, and the extent to which we are able to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly affect our effective income tax rate in the future.

Reworded

Our effective income tax rate is the result of the income tax rateslaws in the various countries in which we do business. Our mix of income and losses in these jurisdictions affects our effective tax rate. For example, relatively more income in higher tax rate jurisdictions would increase our effective tax rate and thus lower our net income. Similarly, if we generate losses in tax jurisdictions for which no benefits are available our effective income tax rate will increase. Our effective income tax rate may also be impacted by the recognition of discrete income tax items, such as required adjustments to our liabilities for uncertain tax positions or our deferred tax asset valuation allowance. A significant increase in our effective income tax rate could have a material adverse impact on our earnings.

Removed

The increased prevalence of cloud computing and other disruptive business models may negatively impact certain aspects of our business.

Removed

The nature in which many of our products are purchased or used is evolving with the increasing prevalence of cloud computing and other methods of off-premises computing and data storage. This may negatively impact one or more of our businesses in a number of ways, including:

Removed

•Consolidation of procurement power leading to the commoditization of IT products;

Removed

•Reduction in the demand for infrastructure products previously used to support on-site data centers;

Removed

•Lowering barriers to entry for certain markets, leading to new market entrants and enhanced competition; and

Removed

•Preferences for software as a service billing and pricing models may reduce demand for non-cloud “packaged” software.

Reworded

If we are unable to attract and retain key employees, our business operations could be adversely affected.

Reworded

The inability to attract employees with AI and digital skills, engineers with relevant skills, or the loss of key current employees could have an adverse effect on us. We may not be able to find qualified replacements for these individuals and the integration of potential replacements may be disruptive to our business. More broadly, a key determinant of our success is our ability to attract, develop, and retain talented associates. While this is one of our strategic priorities, we may not be able to succeed in this regard.

Reworded

We rely on several key distributors in marketing our products. Distributors purchase the products of our competitors along with our products. Our largest distributor accounted for approximately 14% of our revenuerevenues in 20242025 and our top eight distributors accounted for a total of 33%35% of our revenuerevenues in 2024.2025. If we were to lose one of these key distributors, our revenue and profits would likely decline, at least temporarily. Changes in the inventory levels of our products owned and held by our distributors can result in significant variability in our revenues. Further, certain distributors are allowed to return certain inventory in exchange for an order of equal or greater value. We have recorded reserves for the estimated impact of these inventory policies.

Reworded

Perceived failure of our signal transmissiondata solutions to provide expected results may result in negative publicity and harm our business and operating results.

Reworded

Our customers use our signal transmissiondata solutions in a wide variety of IT and OT systems and application environments in order to help reduce security vulnerabilities and demonstrate compliance. Despite our efforts to make clear in our marketing materials and customer agreements the capabilities and limitations of these products, some customers may incorrectly view the deployment of such products in their IT or OT infrastructure as a guarantee that there will be no security incident or policy non-compliance event. As a result, the occurrence of a high profile security incident, or a failure by one of our customers to pass a regulatory compliance IT or OT audit, could result in public and customer perception that our solutions are not effective and harm our business and operating results, even if the occurrence is unrelated to the use of such products or if the failure is the result of actions or inactions on the part of the customer.

Reworded

Like most multinational companies, we have supply chains and sales channels that extend beyond national borders. Purchasing and production decisions in some cases are largely influenced by the trade agreements and the tax and tariff structures in place. Disruption in those structures can create significant market uncertainty. While the impact of the U.S. and Chinese tariff actions prior to 2025 have not been material to us, unanticipatedUnanticipated complications in the free movement of goods in North America or Europe, an escalation of tariff activity anywhere in the world, or changes to existing free trade agreements, especially the United States-Mexico-Canada Agreement (USMCA), could materially impact our financial results. In addition to the potential direct impacts of free trade restrictions, longer term macroeconomic consequences could result, including slower growth, inflation, higher interest rates and unfavorable impacts to currency exchange rates. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

Reworded

Increasing expectations with respect to Environmental, Social and Governance (ESG)Sustainability matters by our various stakeholders and ESGSustainability regulation could adversely affect our business and operating results.

Reworded

As a response to growing customer, investor, employee, governmental, and other stakeholder interest in our sustainability practices, we have increased reporting of our sustainability programs and performance and have established and announced our aspirational goals or targets, including those regarding greenhouse gas emissions and other factors. Our ability to achieve such goals and aspirations is subject to numerous risks and uncertainties, many of which rely on the collective efforts of others or may be outside of our control. Such risks include, among others, the availability and adoption of new or additional technologies that reduce carbon or eliminate energy sources on a commercially reasonable basis, competing and evolving economic, policy and regulatory factors, the availability of qualified candidates in our labor markets and our ability to recruit and retain key talent, and customer engagement in our goals. There may be times where actual outcomes vary from those aimed for or expected and sometimes challenges may delay or block progress. As a result, we cannot offer assurances that the results reflected or implied by any such statements will be realized or achieved. Moreover, standards and expectations for ESGSustainability matters continue to evolve and may be subject to varying interpretations, which may result in significant revisions to our goals or progress. A failure or perceived failure to meet our aspirational goals or targets within the timelines we announce, or at all, or a failure or perceived failure to meet evolving stakeholders expectations and standards, could damage our reputation, adversely affect employee retention or engagement or support from our various stakeholders and could subject us to government enforcement actions or penalties and private litigation. Such outcomes could negatively impact the Company’s business, capital expenditures, results of operations, financial condition and competitive position.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

19new paragraphs
28removed paragraphs
14reworded paragraphs
6,007 → 5,632words in section

Removed heading “Precision Optical Technologies Acquisition”

Removed heading “Voleatech GmbH Acquisition”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

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“Precision Optical Technologies Acquisition”
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“Voleatech GmbH Acquisition”
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“Net cash flows used for financing activities totaled $217.8 million for 2025 compared to $143.7 million for 2024. …”
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“In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09) enhancing the transparency and decision usefulness of income tax disclosures. ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. …”
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Removed text
“Net cash flows used for financing activities totaled $143.7 million for 2024 compared to $211.9 million for 2023. Financing activities for 2024 included payments under our share repurchase program of $134.3 million, payments related to share based compensation activities of $9.7 million, cash dividend payments of $8.2 million, financing lease payments of $1.1 million, and proceeds from the issuance of common stock of $8.9 million. Financing activities for 2023 included payments under our share repurchase program of $192.1 million, payments related to share based compensation activities of $17. …”
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Reworded

Paragraph as it now reads, with added and removed wording marked:

In 2025, we recognized income tax expense of $29.3 million, representing an effective tax rate of 11.0%. The effective tax rate in 2025 was primarily impacted by the release of uncertain tax position reserves related to tax credits, the results of tax audits, and by the effect of our foreign operations, including statutory tax rate differences and foreign tax credits. In 2024, we recognized income tax expense of $29.5 million, representing an effective tax rate of 13.0%.13.0%, Inand in 2023, we recognized income tax expense of $43.2 million, representing an effective tax rate of 15.1%. The effective tax rates in 2024 and 2023 were primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits. In 2022, we recognized income tax expense of $49.6 million, representing an effective tax rate of 15.6%. The 2022 effective tax rate was primarily impacted by foreign tax rate differences, domestic permanent differences, and tax credits primarily associated with our foreign income inclusions. Our income tax expense and effective tax rate in future periods may be impacted by many factors, including our geographic mix of income and changes in tax laws. See Note 18.17.
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Green = added, red = removed. Unchanged paragraphs, 16 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Removed

Precision Optical Technologies Acquisition

Removed

During 2024, we acquired Precision for $289.6 million, net of cash acquired. Precision, based in New York, is a leading supplier of value-added optical transceivers with proprietary software, firmware configurations, and related components. Precision is reported within the Smart Infrastructure Solutions segment. See Note 4.

Removed

Voleatech GmbH Acquisition

Removed

During 2024, we acquired Voleatech for €5.0 million ($5.6 million), net of cash acquired. The acquisition includes a potential earn-out up to €3.0 million based upon certain targets over three years, which will be accounted for as compensation cost. Voleatech, based in Germany, is known for their VT AIR Next Gen Firewall and expands Belden's Firewall product portfolio and overall planning of security in OT networking. Voleatech is reported within the Automation Solutions segment. See Note 4.

Reworded

Consolidated Income from Continuing Operations before Taxes

Added

Revenues increased $254.2 million from 2024 to 2025 due to the following factors:

Added

•Higher sales volume resulted in a $154.1 million increase in revenues.

Added

•Acquisitions contributed $54.5 million in revenues.

Added

•Copper pass-through pricing contributed $36.7 million in revenues.

Added

•Currency translation had a $13.2 million favorable impact on revenues.

Added

•Divestitures had a $4.3 million unfavorable impact on revenues.

Added

Gross profit increased $109.0 million from 2024 to 2025 primarily due to the changes in revenues discussed above. Gross profit margins were robust, expanding 50 basis points from 37.5% to 38.0%.

Added

Selling, general and administrative expenses increased $38.8 million from 2024 to 2025 primarily due to expenses from the operations of companies acquired in 2024 and strategic investments.

Added

Research and development expenses increased $16.4 million from 2024 to 2025 primarily due to strategic investments.

Added

Amortization of intangibles increased $4.6 million from 2024 to 2025 primarily due to acquisitions, partially offset by certain intangible assets becoming fully amortized.

Added

Operating income increased $49.2 million from 2024 to 2025 primarily due to the increase in gross profit, partially offset by the increases in selling, general and administrative expenses and research and development expenses discussed above.

Added

Net interest expense increased $8.1 million from 2024 to 2025 primarily due to fluctuations in interest income and foreign currency translation.

Added

Income before taxes increased $38.9 million from 2024 to 2025 primarily due to the increase in operating income, partially offset by the increase in net interest expense discussed above.

Reworded

Income from continuing operations before taxes decreased $57.8 million from 2023 to 2024 primarily due to the decrease in operating income and increase in net interest expense discussed above.

Removed

Revenues decreased $94.4 million from 2022 to 2023 due to the following factors:

Removed

•Lower sales volume resulted in a $108.4 million decrease in revenues.

Removed

•Copper pass-through pricing had a $19.9 million unfavorable impact on revenues.

Removed

•Divestitures had a $1.4 million unfavorable impact on revenues.

Removed

•Currency translation had a $0.4 million unfavorable impact on revenues.

Removed

•Acquisitions contributed $35.7 million in revenues.

Removed

Gross profit increased $38.7 million from 2022 to 2023 primarily due to favorable product mix and pricing. Gross profit margins were robust, expanding 280 basis points from 35.2% to 38.0%.

Removed

Selling, general and administrative expenses increased $44.1 million from 2022 to 2023. Strategic investments to enhance our solution selling capabilities, acquisitions, and severance actions contributed to the increase in selling, general and administrative expenses; partially offset by a decrease in incentive compensation.

Removed

Research and development expenses increased $12.1 million from 2022 to 2023 primarily due to increased investments in R&D projects as we continue our commitment to growth initiatives.

Removed

Amortization of intangibles increased $2.5 million from 2022 to 2023 primarily due to acquisitions.

Removed

Gain on sale of assets decreased $25.8 million from 2022 to 2023. During 2022 and 2023, we sold certain real estate in the United States and Canada and recognized a $37.9 million and $12.1 million pre-tax gain on sale, respectively. See Note 11.

Removed

Operating income decreased $45.8 million from 2022 to 2023 primarily due to the increase in expenses and decrease in the gain on sale of assets discussed above.

Removed

Net interest expense decreased $9.9 million from 2022 to 2023 primarily due to the retirement of the 2026 Notes during 2022 and an increase in interest income.

Removed

Loss on debt extinguishment decreased $6.4 million from 2022 to 2023 due to the debt refinancing that took place during 2022. The loss on debt extinguishment in 2022 represents the premium paid to the bond holders to retire the 2026 Notes and for the unamortized debt issuance costs on the 2026 Notes that we were required to write-off. See Note 16.

Removed

Income from continuing operations before taxes decreased $31.6 million from 2022 to 2023 primarily due to the decrease in operating income discussed above.

Reworded

In 2025, we recognized income tax expense of $29.3 million, representing an effective tax rate of 11.0%. The effective tax rate in 2025 was primarily impacted by the release of uncertain tax position reserves related to tax credits, the results of tax audits, and by the effect of our foreign operations, including statutory tax rate differences and foreign tax credits. In 2024, we recognized income tax expense of $29.5 million, representing an effective tax rate of 13.0%.13.0%, Inand in 2023, we recognized income tax expense of $43.2 million, representing an effective tax rate of 15.1%. The effective tax rates in 2024 and 2023 were primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits. In 2022, we recognized income tax expense of $49.6 million, representing an effective tax rate of 15.6%. The 2022 effective tax rate was primarily impacted by foreign tax rate differences, domestic permanent differences, and tax credits primarily associated with our foreign income inclusions. Our income tax expense and effective tax rate in future periods may be impacted by many factors, including our geographic mix of income and changes in tax laws. See Note 18.17.

Reworded

(3)In 2023, we sold certain real estate in Canada for $13.8 million, net of transaction costs and recognized a $12.1 million pre-tax gain on sale. In 2022, we sold certain real estate in the United States for $42.2 million, net of transaction costs and recognized a $37.9 million pre-tax gain on sale. See Note 11,10, Property, Plant, and Equipment, for details.

Added

Adjusted EBITDA increased $48.0 million in 2025 from 2024 primarily due to the increase in revenues as discussed above and favorable mix, partially offset by an increase in strategic investments.

Removed

Adjusted EBITDA decreased $5.5 million in 2023 from 2022 primarily due to the decrease in revenues discussed above, partially offset by favorable mix. Adjusted EBITDA margins expanded to 17.4% from 17.0% in the year ago period.

Added

Smart Infrastructure Solutions revenues increased $75.6 million in 2025 as compared to 2024. The increase was due to revenues from acquisitions, increases in volume, higher copper pass-through pricing, and favorable currency translation of $49.1 million, $15.0 million, $9.1 million, and $2.4 million, respectively.

Added

Smart Infrastructure Solutions EBITDA increased $7.9 million in 2025 as compared to 2024 primarily due to the changes in revenues discussed above and favorable mix, partially offset by strategic investments.

Removed

Smart Infrastructure Solutions revenues decreased $75.6 million in 2023 as compared to 2022. Decreases in volume, lower copper pass-through pricing, and unfavorable currency translation contributed $92.5 million, $10.2 million, and $4.6 million, respectively, to the decrease in revenues, partially offset by revenues of $31.7 million from acquisitions.

Removed

Smart Infrastructure Solutions EBITDA decreased $12.4 million in 2023 as compared to 2022 primarily due to the decreases in revenues discussed above.

Added

Automation Solutions revenues increased $178.6 million in 2025 as compared to 2024 primarily due to increases in volume, higher copper pass-through prices, favorable currency translation, and acquisitions of $139.1 million, $27.6 million, $10.8 million and $1.1 million, respectively.

Added

Automation Solutions EBITDA increased $43.6 million in 2025 as compared to 2024 primarily as a result of the increase in revenues discussed above, partially offset by an increase in strategic investments.

Removed

Automation Solutions revenues decreased $18.8 million in 2023 as compared to 2022 primarily due to decreases in volume and lower copper prices of $15.9 million and $9.7 million, respectively, partially offset by favorable currency translation and acquisitions, net of disposals of $4.2 million and $2.6 million, respectively.

Removed

Automation Solutions EBITDA increased $10.2 million in 2023 as compared to 2022 primarily as a result of favorable mix and manufacturing productivity. Accordingly, Adjusted EBITDA margins expanded to 20.7% from 19.7% in the year ago period.

Reworded

Net cash provided by operating activities totaled $354.9 million for 2025 compared to $352.1 million for 2024 compared to $319.6 million for 2023.2024. The increase is primarily due to athe $44.7increase millionin improvementearnings, partially offset by unfavorable changes in operating assets and liabilitiesliabilities. thatReceivables wasand primarilyinventories drivenwere byboth favorableuses changesof cash in inventory. Inventory turns improved to 4.9 turns by the end of 20242025 compared to 3.8sources turnsof bycash in 2024, primarily due to the endincrease ofin 2023.revenues Wein calculate inventory turns by dividing annualized cost of sales for the quarter by the inventory balance at the end of the quarter.2025.

Reworded

Net cash fromflows used for investing activities wastotaled a$128.2 usemillion offor cash2025 ofcompared to $426.8 million for 20242024. comparedInvesting toactivities $200.4for 2025 included $136.2 million for 2023.capital expenditures, partially offset by cash from business acquisitions and asset sales of $7.7 million and $0.2 million, respectively. Investing activities for 2024 included $296.5 million primarily for the acquisitions of Precision and Voleatech, $129.1 million for capital expenditures, and $1.3 million related to the disposal of a business, partially offset by asset sales of $0.1 million. Investing activities for 2023 included $116.7 million for capital expenditures and $106.7 million primarily for the acquisitions of Sichert and Cloudrail, partially offset by $13.7 million for asset sales and $9.3 million received from the disposals of businesses.

Added

Net cash flows used for financing activities totaled $217.8 million for 2025 compared to $143.7 million for 2024. Financing activities for 2025 included $195.6 million of payments under our share repurchase program, including excise tax; $50.0 million of payments on our revolving credit facility; $20.8 million of payments related to share based compensation activities; $8.0 million of cash dividend payments; $3.2 million of debt issuance cost payments; and $1.8 million of financing lease payments; partially offset by $50.0 million and $11.6 million of borrowings on our revolving credit facility and proceeds from the issuance of common stock under our Employee Stock Purchase Plan, respectively. Financing activities for 2024 included payments under our share repurchase program of $134.3 million, payments related to share based compensation activities of $9.7 million, cash dividend payments of $8.2 million, financing lease payments of $1.1 million, and proceeds from the issuance of common stock of $8.9 million.

Removed

Net cash flows used for financing activities totaled $143.7 million for 2024 compared to $211.9 million for 2023. Financing activities for 2024 included payments under our share repurchase program of $134.3 million, payments related to share based compensation activities of $9.7 million, cash dividend payments of $8.2 million, financing lease payments of $1.1 million, and proceeds from the issuance of common stock of $8.9 million. Financing activities for 2023 included payments under our share repurchase program of $192.1 million, payments related to share based compensation activities of $17.4 million, cash dividend payments of $8.5 million, financing lease payments of $0.4 million, and proceeds from the issuance of common stock of $6.5 million.

Reworded

Our outstanding debt obligations as of December 31, 20242025 consisted of $1.1$1.3 billion of senior subordinated notes. During 2025, we borrowed and repaid $50.0 million on our Revolver at a rate of 5.7%. As of December 31, 2024,2025, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $282.4$383.9 million. Additional discussion regarding our various borrowing arrangements is included in Note 1615 to the Consolidated Financial Statements.

Reworded

•Principal payments on long-term debt totaled $1.1$1.3 billion, none of which is due in 2025 (see Note 16).2026. Depending onupon the conditions in the credit markets, we may refinance this debt, or we may use cash from operations, including temporarily accessing our Revolving Credit Agreement, to repay this debt. During 2025, we borrowed and repaid $50.0 million on our Revolver. See Note 15. During January 2026, we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes due 2033 (the 2033 Notes), and with the proceeds of this offering, repurchased the full €450.0 million 2027 Notes outstanding in February 2026. See Note 25.

Removed

•Obligations for uncertain tax positions of $15.7 million, none of which is due in 2024. See Note 18.

Reworded

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the U.S. (GAAP). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Our significant accounting policies are discussed in Note 2 of our Consolidated Financial Statements. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective, or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.

Removed

Our significant accounting policies are discussed in Note 2 of our Consolidated Financial Statements. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective, or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.

Reworded

We consider the weight of all available evidence, both positive and negative, in assessing the realizability of the deferred tax assets associated with net operating losses.assets. We consider the reversals of existing taxable temporary differences as well as projections of future taxable income. We consider the future reversals of existing taxable temporary differences to the extent they were of the same character as the temporary differences giving rise to the deferred tax assets. We also consider whether the future reversals of existing taxable temporary differences will occur in the same period and jurisdiction as the temporary differences giving rise to the deferred tax assets. The assumptions utilized to estimate our future taxable income are consistent with those assumptions utilized for purposes of testing goodwill for impairment, as well as with our budgeting and strategic planning processes.

Removed

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09) enhancing the transparency and decision usefulness of income tax disclosures. ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments in ASU 2023-09 are applied on a prospective basis, though retrospective application is permitted. We did not early adopt this pronouncement and are in the process of evaluating its impact on our consolidated financial statements and related disclosures. See Note 18, Income Taxes, to the consolidated financial statements for further information regarding income taxes.

Reworded

The accounting guidance related to goodwill impairment testing allows for the performance of an optional qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such an evaluation is made based on the weight of all available evidence and the significance of all identified events and circumstances that may influence the fair value of a reporting unit. If it is more likely than not that the fair value is less than the carrying value, then a quantitative assessment is required for the reporting unit, as described in the paragraph below. In 2024,2025, we performed a qualitative assessment over all sixfive of our six reporting units.

Reworded

When we evaluate goodwill for impairment using a quantitative assessment, we compare the fair value of each reporting unit to its carrying value. We determine the fair value using an income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows using growth rates and discount rates that are consistent with current market conditions in our industry. If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then we record an impairment charge based on that difference. In addition to the income approach, we calculate the fair value of our reporting units under a market approach. The market approach measures the fair value of a reporting unit through analysis of financial multiples of comparable businesses. Consideration is given to the financial conditions and operating performance of the reporting unit being valued relative to those publicly-traded companies operating in the same or similar lines of business. The assumptions used to estimate fair values were based on the past performance of the reporting unit as well as the projections incorporated in our strategic plan. Significant assumptions included sales growth, profitability, and related cash flows, along with cash flows associated with taxes and capital spending. The discount rate used to estimate fair value was risk adjusted in consideration of the economic conditions in effect at the time of the impairment test. There is inherent risk associated with using an income approach to estimate fair values. If actual results are significantly different from our estimates or assumptions, we may have to recognize impairment charges that could be material. In 2024,2025, we did not performperformed a quantitative assessment over anyone of our reporting units. See Note 12.

Reworded

As a sensitivity measure, the effect of a 50 basis point decline in the assumed discount rate would have resulted in ana increasedecrease in the 20242025 net periodic benefit cost of less than $0.1 million and an increase in the projected benefit obligations of approximately $16.8$17.3 million as of December 31, 2024.2025. A 50 basis point decline in the expected return on plan assets would have resulted in an increase in the 20242025 net periodic benefit cost of approximately $1.5$1.4 million. Conversely, the effect of a 50 basis point increase in the assumed discount rate would have resulted in an increasedecrease in the 20242025 net periodic benefit cost of approximately $0.3 million and a decrease in the projected benefit obligation of approximately $15.3$15.8 million as of December 31, 2024.2025. A 50 basis point increase in the expected return on plan assets would have resulted in a decrease in the 20242025 net periodic benefit cost of approximately $1.5$1.4 million.

Showing the first 60 of 61 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-30 (period ending 2026-06-28) with 10-Q filed 2026-04-30 (period ending 2026-03-29).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

There have been no material changes with respect to risk factors as previously disclosed in our Form 10-K filed on February 17, 2026. There may be additional risks that impact our business that we currently do not recognize as, or that are not currently, material to our business.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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3,245 → 3,515words in section

New heading “Acquisition and Term Loan Credit Facility”

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“Acquisition and Term Loan Credit Facility”
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Reworded topics: tariff

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In February 2026, the U.S. Supreme Court issued a ruling addressing the validity of certain tariffs implemented under the International Emergency Economic Powers Act (“IEEPA”). In March 2026, the U.S. Court of International Trade Court issued an additional ruling stating importers that paid tariffs under IEEPA are due refunds. WhileBased on a loss recovery model, we haveevaluated paidthe probability of collecting tariff refunds and during the three months ended June 28, 2026, recorded as a reduction to cost of sales tariff refunds of $13.6 million that related to IEEPA tariffs incurred on certain 2025 transactions. We also recorded tariff refunds of $7.9 million, net of estimated customer refunds, that related to IEEPA tariffs incurred on certain 2026 transactions such that the net impact of IEEPA tariffs on certain imported products and materials that were subject to these IEEPA‑basedtransactions duties,in the2026 nature,is timing,zero. andOur extentresults ofhave anyalso refundsbeen areimpacted uncertainby new tariffs enacted during 2026, such as those implemented under Section 122 of the dateTrade Act of this filing.1974.
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Reworded topics: tariff

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Adjusted EBITDA increased $14.1$31.8 million and $45.9 million in the three and six months ended MarchJune 29,28, 20262026, respectively, from the comparable periodperiods of 2025 primarily due to the increase in revenues and tariff refunds recorded as discussed above, partially offset by an increase in operating expenses. Accordingly, Adjusted EBITDA margins expanded 40250 and 140 basis pointspoints, to 17.0%.respectively.
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Reworded topics: tariff

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Gross profit increased $12.2$35.1 million and $47.3 million in the three and six months ended MarchJune 29,28, 20262026, respectively, from the comparable periodperiods of 2025 primarily due to the increases in revenues and tariff refunds recorded as discussed above.
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New text
“On July 1, 2026, we acquired certain entities that comprise RUCKUS for approximately $1.9 billion. To fund the purchase of RUCKUS, we entered into a Term Loan Credit Facility on July 1, 2026. The Term Loan Credit Facility bears interest either, at the Company’s election, at term SOFR plus 2.25% or a base rate plus 1.25% per annum. The Term Loan Credit Facility amortizes 0.25% per quarter and matures on July 1, 2033. RUCKUS, based in California, provides wireless networks for enterprises and service providers. …”
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Net cash used for financing activities totaled $53.1$63.7 million for the threesix months ended MarchJune 29,28, 2026 compared to $96.8$116.2 million in the year ago period. Financing activities for the threesix months ended MarchJune 29,28, 2026 included $535.9 million of payments under borrowing arrangements, $30.4$31.8 million of payments under our share repurchase program, $17.7$18.5 million of payments related to share based compensation activities, $8.6$14.6 million of debt issuance cost payments, $2.0$3.9 million of cash dividend payments, and $0.5$1.0 million of financing lease payments, partially offset by $537.3 million and $4.7 million of borrowings under credit arrangements and proceeds from the issuance of common stock under our Employee Stock Purchase Plan, respectively. Financing activities for the threesix months ended MarchJune 30,29, 2025 included payments of $100.9 million under our share repurchase programprogram, including excise tax; payments on our revolving credit facility of $84.5$50.0 million,million; payments related to share based compensation activities of $13.7$14.2 million,million; cash dividend payments of $2.0$4.0 million,million; and financing lease payments of $0.4$0.9 million,million; partially offset by borrowings on our revolving credit facility and proceeds from the issuance of common stock under our Employee Stock Purchase Plan of $50.0 million and $3.8 million.million, respectively.
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Reworded

•Execute a disciplined capital allocation strategy with long-term net leverage around 1.5x; and

Reworded

Our exposure to currency rate fluctuations primarily relates to exchange rate movements between the U.S. dollar and the euro, Canadian dollar, Hong Kong dollar, Chinese yuan, Mexican peso, Australian dollar, British pound, Indian rupee and Swiss franc. Generally, as the U.S. dollar strengthens against these foreign currencies, our revenues and earnings are negatively impacted as our foreign denominated revenues and earnings are translated into U.S. dollars at a lower rate. Conversely, as the U.S. dollar weakens against foreign currencies, our revenues and earnings are positively impacted. Approximately 41%43% of our consolidated revenues during the quarter ended MarchJune 29,28, 2026 were to customers outside of the U.S.

Reworded

In February 2026, the U.S. Supreme Court issued a ruling addressing the validity of certain tariffs implemented under the International Emergency Economic Powers Act (“IEEPA”). In March 2026, the U.S. Court of International Trade Court issued an additional ruling stating importers that paid tariffs under IEEPA are due refunds. WhileBased on a loss recovery model, we haveevaluated paidthe probability of collecting tariff refunds and during the three months ended June 28, 2026, recorded as a reduction to cost of sales tariff refunds of $13.6 million that related to IEEPA tariffs incurred on certain 2025 transactions. We also recorded tariff refunds of $7.9 million, net of estimated customer refunds, that related to IEEPA tariffs incurred on certain 2026 transactions such that the net impact of IEEPA tariffs on certain imported products and materials that were subject to these IEEPA‑basedtransactions duties,in the2026 nature,is timing,zero. andOur extentresults ofhave anyalso refundsbeen areimpacted uncertainby new tariffs enacted during 2026, such as those implemented under Section 122 of the dateTrade Act of this filing.1974.

Added

Acquisition and Term Loan Credit Facility

Added

On July 1, 2026, we acquired certain entities that comprise RUCKUS for approximately $1.9 billion. To fund the purchase of RUCKUS, we entered into a Term Loan Credit Facility on July 1, 2026. The Term Loan Credit Facility bears interest either, at the Company’s election, at term SOFR plus 2.25% or a base rate plus 1.25% per annum. The Term Loan Credit Facility amortizes 0.25% per quarter and matures on July 1, 2033. RUCKUS, based in California, provides wireless networks for enterprises and service providers. We are in the preliminary phase of the purchase accounting process, including obtaining third party valuations of certain tangible and intangible assets acquired. As such, we cannot provide the estimated fair value of the assets and liabilities acquired for this business combination at this time. See Note 14.

Reworded

During the threesix months ended MarchJune 29,28, 2026, we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes due 2033 (the 2033 Notes), which are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2033 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2028, and interest is payable semiannually on February 1 and August 1 of each year, beginning August 1, 2026. With the proceeds from this offering, we repurchased the 2027 Notes for cash consideration of €450.0 million ($535.9 million), and recognized a $1.3 million loss on debt extinguishment for the write-off of unamortized debt issuance costs. See Note 8.

Reworded

During the threesix months ended MarchJune 29,28, 2026, we repurchased 0.3 million shares of our common stock for an aggregate cost of $30.4 million at an average price per share of $117.05. See Note 13.

Removed

Acquisitions

Removed

On April 29, 2026, in our fiscal second quarter, we entered into a definitive agreement to acquire Ruckus for approximately $1.846 billion, which we expect to fund through additional debt. Ruckus, based in California, provides wireless networks for enterprises and service providers. The acquisition of Ruckus is expected to close in the second half of 2026. See Note 14.

Reworded

During the threesix months ended MarchJune 29,28, 2026:

Reworded

Revenues increased $71.5$78.2 million and $149.7 million in the three and six months ended MarchJune 29,28, 2026 from the comparable periodperiods of 2025 due to the following factors:

Reworded

•Higher sales volume and favorable pricing contributed $42.4$51.9 million and $94.3 million in revenues.revenues, respectively.

Reworded

•Copper pass-through pricing had a $15.4$23.0 million and $38.4 million favorable impact on revenues.revenues, respectively.

Reworded

•Currency translation had a $13.7$3.3 million and $17.0 million favorable impact on revenues.revenues, respectively.

Reworded

Gross profit increased $12.2$35.1 million and $47.3 million in the three and six months ended MarchJune 29,28, 20262026, respectively, from the comparable periodperiods of 2025 primarily due to the increases in revenues and tariff refunds recorded as discussed above.

Reworded

Selling, general and administrative expenses increased $7.1$15.9 million and $23.0 million in the three and six months ended MarchJune 29,28, 20262026, respectively, from the comparable periodperiods of 2025 primarily due to higher selling expenses consistent with the increase in revenues, currency translation, and strategic investments.

Reworded

Research and development expenses increasedremained $1.7relatively flat decreasing only $2.2 million and $0.6 million in the three and six months ended MarchJune 29,28, 20262026, respectively, from the comparable periodperiods of 2025 primarily due to strategic investments.2025.

Reworded

Amortization of intangibles decreasedremained $1.9relatively flat increasing $1.4 million and decreasing $0.5 million in the three and six months ended MarchJune 29,28, 20262026, respectively, from the comparable periodperiods of 2025 primarily due to certain intangible assets becoming fully amortized.2025.

Reworded

Operating income increased $5.3$20.0 million and $25.4 million in the three and six months ended MarchJune 29,28, 20262026, respectively, from the comparable periodperiods of 2025 primarily due to the increase in revenues,revenues and gross profit, partially offset by the increase in selling, general and administrative expenses and research and development expenses discussed above.

Reworded

Net interest expense increased $3.4$1.4 million and $4.8 million in the three and six months ended MarchJune 29,28, 20262026, respectively, due to the debt refinancing in 2026 and currency translation. During the threesix months ended MarchJune 29,28, 2026, we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes (the 2033 Notes) and repurchased the 3.375% Senior Subordinated Notes (the 2027 Notes) for cash consideration of €450.0 million. See Note 8.

Reworded

We incurred a loss on debt extinguishment of $1.3 million in the threesix months ended MarchJune 29,28, 2026 due to the write-off of unamortized debt issuance costs associated with the 2027 Notes repurchased for cash consideration of €450.0 million ($535.9 million) during the quarter. See Note 8.

Reworded

Income before taxes increased $0.7$18.5 million and $19.2 million in the three and six months ended MarchJune 29,28, 20262026, respectively, from the comparable periodperiods of 2025 primarily due to the changes in operating income and interest expense discussed above.

Reworded

For the three and six months ended MarchJune 29,28, 2026, we recognized income tax expense of $11.7$16.7 million and $28.4 million, representing an effective tax raterates of 18.7%.19.6% and 19.2%, respectively. The effective tax rates were primarily impacted by the effect of our foreign operations, including statutory tax rate differences and foreign tax credits. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, which includes international tax changes, permanent extensions of most expiring Tax Cuts and Jobs Act provisions, and changes in the treatment of research and development and amortization expense deductions. We have included the impact of international tax changes effective from January 1, 2026 and continue to evaluate the impact of the act on our consolidated financial statements and disclosures.

Added

For the three and six months ended June 29, 2025, we recognized income tax expense of $5.7 million and $15.8 million, respectively, representing effective tax rates of 8.5% and 12.3%, respectively. The effective tax rates were primarily impacted by the release of an uncertain tax position reserve related to certain foreign tax credits and by the effect of our foreign operations, including statutory tax rate differences and foreign tax credits. See Note 10.

Removed

The increase in effective tax rate for the three months ended March 29, 2026 compared with the effective tax rate for the three months ended March 30, 2025 is mainly due to the tax benefit related to the impact of audit settlements for the three months ended March 31, 2025.

Reworded

Adjusted EBITDA increased $14.1$31.8 million and $45.9 million in the three and six months ended MarchJune 29,28, 20262026, respectively, from the comparable periodperiods of 2025 primarily due to the increase in revenues and tariff refunds recorded as discussed above, partially offset by an increase in operating expenses. Accordingly, Adjusted EBITDA margins expanded 40250 and 140 basis pointspoints, to 17.0%.respectively.

Reworded

(2) Adjustments related to acquisitions and divestitures includeIncludes fair value adjustments of acquired assets and costs associated with a non-recurringformer gainsubsidiary relatedthat towas anpreviously equity method investment.divested.

Reworded

Significant factors affecting our cash liquidity include (1) cash from operating activities, (2) disposals of businesses and tangible assets, (3) cash used for acquisitions, restructuring actions, capital expenditures, share repurchases, dividends, and senior subordinated note repurchases, and (4) our available credit facilities and other borrowing arrangements. We expect our operating activities to generate cash in 2026 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions to our retirement plans, share repurchases, senior subordinated note repurchases, quarterly dividend payments, and our short-term operating strategies. However, we may require external financing in the event we complete a significant acquisition.acquisition similar to funding the RUCKUS acquisition with a Term Loan Credit Facility. Our ability to continue to fund our future needs from business operations could be affected by many factors, including, but not limited to: economic conditions worldwide, customer demand, competitive market forces, customer acceptance of our product offerings, and commodities pricing. The following table is derived from our Condensed Consolidated Cash Flow Statements:

Reworded

Net cash usedprovided forby operating activities was $18.7$110.6 million in the threesix months ended MarchJune 29,28, 2026 compared to a source of cash of $7.4$89.5 million in the year ago period. Operating cash flows decreasedincreased $26.1$21.1 million compared to the year ago period due to unfavorablean increase in earnings and net favorable changes in operating assets and liabilities. Growth in receivables contributed to higher cash usage in 2026 as compared to 2025 due to the increase in days sales outstanding from 60 days in Q1 2025 to 63 days in Q1 2026.

Reworded

Net cash used for investing activities totaled $44.4$85.0 million in the threesix months ended MarchJune 29,28, 2026 compared to $24.2$49.3 million in the year ago period. Investing activities for the threesix months ended MarchJune 29,28, 2026 included capital expenditures of $44.4$85.1 million. Investing activities for the threesix months ended MarchJune 30,29, 2025 included capital expenditures of $32.2$57.4 million, partially offset by cash from business acquisitions and asset sales of $7.9 million and $0.1 million, respectively.

Reworded

Net cash used for financing activities totaled $53.1$63.7 million for the threesix months ended MarchJune 29,28, 2026 compared to $96.8$116.2 million in the year ago period. Financing activities for the threesix months ended MarchJune 29,28, 2026 included $535.9 million of payments under borrowing arrangements, $30.4$31.8 million of payments under our share repurchase program, $17.7$18.5 million of payments related to share based compensation activities, $8.6$14.6 million of debt issuance cost payments, $2.0$3.9 million of cash dividend payments, and $0.5$1.0 million of financing lease payments, partially offset by $537.3 million and $4.7 million of borrowings under credit arrangements and proceeds from the issuance of common stock under our Employee Stock Purchase Plan, respectively. Financing activities for the threesix months ended MarchJune 30,29, 2025 included payments of $100.9 million under our share repurchase programprogram, including excise tax; payments on our revolving credit facility of $84.5$50.0 million,million; payments related to share based compensation activities of $13.7$14.2 million,million; cash dividend payments of $2.0$4.0 million,million; and financing lease payments of $0.4$0.9 million,million; partially offset by borrowings on our revolving credit facility and proceeds from the issuance of common stock under our Employee Stock Purchase Plan of $50.0 million and $3.8 million.million, respectively.

Reworded

Our cash and cash equivalents balance was $272.2$348.7 million as of MarchJune 29,28, 2026. Of the total cash balance, $191.7$206.2 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to permanently reinvest the foreign cash outside of the U.S. If we were to repatriate the foreign cash to the U.S., we may be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation.

Reworded

Our outstanding debt obligations as of MarchJune 29,28, 2026 consisted of $1,273.3$1,248.5 million of senior subordinated notes. Additional discussion regarding our various borrowing arrangements is included in Note 8 to the Condensed Consolidated Financial Statements.

BDC insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 2 filings (1 insider, 2 trade dates, 4,619 shares, about $572.7K; 2 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -4,619 (purchases minus sales); net value about -$572.7K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-15Lieser Brian
EVP - Chief Comm. Officer
Open-market sale
10b5-1 plan
1,900$114.39 $217.3K31,144 SEC
2026-08-12Anderson Brian Edward
EVP - Chief Legal Officer
Gift 1,310— —45,796 SEC
2026-08-07Anderson Brian Edward
EVP - Chief Legal Officer
Gift 385— —47,106 SEC
2026-08-03Balk Lance C
Director
Gift 10,000— —59,883 SEC
2026-07-06Zink Doug
VP and CAO
Other 213$99.65 $21.2K6,606 SEC
2026-07-06Tate Leah
EVP - Chief Peop/Strat Officer
Other 213$99.65 $21.2K31,986 SEC
2026-07-06Lieser Brian
EVP - Chief Comm. Officer
Other 85$99.65 $8.5K33,044 SEC
2026-07-06Chand Ashish
Director, President and CEO
Other 213$99.65 $21.2K162,686 SEC
2026-07-06Bhadra Hiran
EVP - Chief Innovation Officer
Other 213$99.65 $21.2K33,694 SEC
2026-07-06Anderson Brian Edward
EVP - Chief Legal Officer
Other 213$99.65 $21.2K47,491 SEC
2026-07-02Giordano Bartolomeo
SVP RUCKUS & Integration Mgr
Grant/award 13,091— —13,091 SEC
2026-05-21Mccray Gregory James
Director
Grant/award 1,527— —7,111 SEC
2026-05-21Lee Vivie
Director
Grant/award 1,527— —8,656 SEC
2026-05-21Klein Jonathan C
Director
Grant/award 1,527— —9,880 SEC
2026-05-21Calderon Nancy E.
Director
Grant/award 1,527— —9,866 SEC
2026-05-21Brown Judy L
Director
Grant/award 1,527— —33,479 SEC
2026-05-21Brink Diane D
Director
Grant/award 1,527— —24,939 SEC
2026-05-21Balk Lance C
Director
Grant/award 1,527— —69,883 SEC
2026-05-21Al-Saleh Adel
Director
Grant/award 1,527— —4,027 SEC
2026-05-21Aldrich David J
Director
Grant/award 2,123— —57,482 SEC
2026-04-14Lieser Brian
EVP - Chief Comm. Officer
Open-market sale
10b5-1 plan
2,719$130.69 $355.3K32,959 SEC

Well-known investors holding BDC (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Point72 Asset Management (Steve Cohen) COM2026-06-30224,800$27.0M0.04%Added 467%
Renaissance Technologies COM2026-06-30178,055$21.4M0.03%Reduced 6%
Millennium Management (Israel Englander) COM2026-06-30168,960$20.3M0.01%Added 227%
First Eagle Investment Management COM2026-06-30145,409$17.4M0.03%Added 42%
Citadel Advisors (Ken Griffin) COM2026-06-30142,334$17.1M0.01%Added 66%
AQR Capital Management (Cliff Asness) COM2026-06-3031,748$3.8M0.0%Reduced 18%
Two Sigma Investments COM2026-06-3022,226$2.7M0.0%Added 21%
Bridgewater Associates COM2026-06-309,022$1.1M0.0%New position
D. E. Shaw & Co. COM2026-06-306,304$755.9K0.0%Reduced 66%
Gotham Asset Management (Joel Greenblatt) COM2026-06-301,765$202.7K—Sold out

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

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