BELDEN INC.

0000913142 false 0000913142 2026-04-29 2026-04-29 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _____________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 29, 2026 Belden Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) _____________________ Delaware 001-12561 36-3601505 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1 North Brentwood Boulevard , 15 th Floor St. Louis , Missouri 63105 (Address of Principal Executive Offices, including Zip Code) ( 314 ) 854-8000 (Registrant’s telephone number, including area code) n/a (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.01 par value BDC New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. Purchase Agreement On April 29, 2026, Belden Inc., a Delaware corporation (the “Company”), and Vistance Networks, Inc., a Delaware corporation (“Vistance”) entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company has agreed to purchase, and Vistance has agreed to sell, the RUCKUS reporting segment of Vistance (collectively, the “Business”) in exchange for approximately $1.846 billion in cash, on a cash-free, debt-free basis, subject to certain adjustments (the “Transaction”). The Company intends to finance the Transaction through a combination of cash on hand and committed debt financing. The closing of the Transaction (the “Closing”) will take place on (a) the final business day of the calendar month immediately following the date that is the later of the third business day following the satisfaction or waiver of the Closing conditions (described under “Conditions to the Transaction” below) or 30 days following the date on which Vistance delivers certain financial information (as described in the Purchase Agreement). The Closing is expected to occur within the second half of 2026. Conditions to the Transaction The consummation of the Transaction is subject to various Closing conditions, including, among other things: • with respect to each party’s obligation to close: – the absence of any order, judgment or injunction or other law that has or would have the effect of prohibiting, enjoining or restraining the consummation of the Transaction or otherwise making the consummation of the Transaction illegal; – the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration or termination of any waiting period or receipt of any clearance, waiver or affirmative approval of governmental and regulatory authorities in certain other specified jurisdictions; – the delivery by the Company and Vistance of their respective customary Closing certificates. • with respect to Vistance’s obligation to close: – the accuracy of the representations and warranties of the Company, subject to specified exceptions and qualifications for materiality or material adverse effect (as described in the Purchase Agreement); – compliance in all material respects with the covenants to be performed by the Company contained in the Purchase Agreement; • with respect to the Company’s obligation to close: – the accuracy of the representations and warranties of Vistance, subject to certain specified exceptions and qualifications for materiality or material adverse effect (as described in the Purchase Agreement); – compliance in all material respects with the covenants to be performed by Vistance contained in the Purchase Agreement; – the absence of any development, change, state of facts, condition, circumstance, occurrence, event or effect that, individually or in the aggregate, have had a “material adverse effect” with respect to the Business and is continuing as of the Closing; – the completion of the restructuring of the Company to effect the separation of the Business from the Company’s other businesses in all material respects; – delivery of required post-signing financial information (as described in the Purchase Agreement); and – releases of any liens with respect to the purchased entities, purchased shares and any purchased assets securing the indebtedness under Vistance’s existing credit agreement. Termination Rights The Purchase Agreement contains certain customary termination rights triggered upon the occurrence of certain events, including if the Closing has not occurred by January 31, 2027 (though this “Outside Date” will be extended for an additional three months if the Closing cannot occur solely as a result of the failure to obtain certain regulatory approvals prior to such original Outside Date). Other Terms of the Transaction The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. Certain fundamental representations and warranties will survive for 36 months following Closing. All other representations and warranties expire at the Closing and, after the Closing, the sole remedy of the Company for a breach by Vistance of such representations and warranties (other than fraud) will be the proceeds of the representation and warranty insurance secured and paid for by the Company. The representation and warranty insurance policy is subject to certain policy limits, exclusions, deductibles and other terms and conditions. The covenants include, among others, the following: (i) Vistance is obligated to use commercially reasonable efforts operate the Business in the ordinary course of business consistent with past practice in all material respects between the execution of the Purchase Agreement and Closing, (ii) Vistance agrees to use commercially reasonable efforts to preserve intact the Business and maintain existing relations and goodwill with material parties including customers and suppliers between the execution of the Purchase Agreement and Closing, (iii) Vistance agrees not to engage in certain activities with respect to the Business between the execution of the Purchase Agreement and Closing, except with the written consent of the Company (not to be unreasonably withheld, conditioned or delayed), (iv) Vistance agrees, under the terms specified in the Purchase Agreement, not to compete with the Business, or hold any ownership interest in any person who engages in a business that competes with the Business (subject to certain exceptions, including with respect to the Company’s retained businesses), for a period of three years after the Closing, and (v) Vistance agrees not to solicit for hire or hire certain Business em