Form 8-K/A BELDEN INC. For: Jul 01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 1, 2026
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
_____________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||||
(Address of Principal Executive Offices, including Zip Code)
(314 ) 854-8000
(Registrant’s telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||||||||||||||||||||||||||
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. ☐
EXPLANATORY NOTE
This Amendment No. 1 to Form 8-K is filed by Belden Inc., a Delaware corporation (the “Company”) to file the financial statements required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K relative to the completion of the acquisition reported in the Current Report on Form 8-K filed on July 1, 2026. In the originally filed Form 8-K, the Company reported it had completed its acquisition of the RUCKUS reporting segment (“Ruckus Wireless Networks”) of Vistance Networks, Inc., a Delaware corporation.
Item 9.01. Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired
Attached are the following financial statements as required by Item 9.01(a) of Form 8-K:
•The audited financial statements of Ruckus Wireless Networks, consisting of combined balance sheets as of December 31, 2025 and 2024, and the related combined statements of operations, comprehensive income (loss), equity and cash flows for the years then ended, the related notes and the Report of Independent Auditors, attached as Exhibit 99.1.
•The unaudited financial statements of Ruckus Wireless Networks, consisting of a combined balance sheet for the three months ended March 31, 2026, and the related combined condensed statements of operations, comprehensive income, equity and cash flows for the three months ended March 31, 2026 and 2025, the related notes, and the Review Report of Independent Auditors, attached as Exhibit 99.2.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial information of the Company, giving effect to the acquisition of Ruckus Wireless Networks, is included in Exhibit 99.3 hereto as required by Item 9.01(b) of Form 8-K:
•unaudited pro forma combined condensed balance sheet as of March 29, 2026;
•unaudited pro forma combined condensed statement of operations for the three months ended March 29, 2026;
•unaudited pro forma combined condensed statement of operations for the year ended December 31, 2025; and
•notes to unaudited pro forma combined condensed consolidated financial information.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 15.1 | ||||||||
| 23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BELDEN INC. | ||||||||||||||
| Date: September 11, 2026 | By: | /s/ Douglas R. Zink | ||||||||||||
| Douglas R. Zink | ||||||||||||||
| Vice President and Chief Accounting Officer | ||||||||||||||
ATTACHMENTS / EXHIBITS
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XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
