Acquisition of dataMate

On March 5, 2026, we completed the acquisition of dataMate (“dataMate”), a provider of Ethernet and broadband connectivity solutions, from Methode Electronics, Inc. for aggregate consideration of approximately $16.0 million, subject to customary post-closing adjustments. The acquisition was funded using cash on hand and borrowings under our senior secured revolving credit facility (the "Revolver") under the Amended and Restated Credit and Security Agreement with KeyBank National Association (as amended, the "Credit Agreement" or the "CSA"). The acquisition was accounted for as a business combination under ASC 805, Business Combinations.

The acquisition is expected to broaden Bel’s customer reach and increase exposure to attractive end markets, including networking, data centers, industrial automation, smart buildings and broadband deployment, while providing R&D capabilities. Bel also believes the acquisition provides opportunities to leverage dataMate’s ongoing technology development, including solutions intended to deliver data and power over a single pair of wires, to support future product expansion.

No separate fair value step-up was recorded for inventory. Goodwill recognized in connection with the acquisition was $3.5 million, and all of the goodwill is expected to be deductible for income tax purposes, generally over a 15-year period. The intangible assets will be amortized over 10 years using the straight-line method, and these assets will be periodically reviewed for impairment.

The results of operations of dataMate have been included in our condensed consolidated financial statements from the acquisition date of March 5, 2026. The results of dataMate are reported within the Company’s Industrial Technology & Data Solutions segment. The contribution of dataMate to our net sales was $4.8 million and $10.7 million for the three and nine months ended September 30, 2026, respectively. The contribution of dataMate to our operating income was not material during those periods. Acquisition-related costs were immaterial and were expensed as incurred. Bel did not provide any material indemnifications to the seller other than customary indemnities included in the purchase agreement. 

The following unaudited pro forma information presents the combined results of operations of the Company and dataMate as if the acquisition had occurred on January 1, 2025, as applicable to the periods presented. The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on the assumed date, nor is it intended to be a projection of future results. The unaudited pro forma information reflects adjustments that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operations, expected to have a continuing impact. The unaudited pro forma information does not reflect the realization of any anticipated cost savings, synergies, or operating efficiencies that may result from the acquisition, nor does it reflect any nonrecurring integration-related costs that may be incurred. There can be no assurance that any such benefits will be realized.

Acquisition of Enercon

On November 14, 2024, the Company closed on its acquisition of its majority 80% stake in Enercon, pursuant to the terms of the Share Purchase Agreement, dated as of September 19, 2024 (the “Purchase Agreement”), by and among the Company, Enercon, and FF3 Holdings, L.P., for itself and as Sellers' Representative (“FF3”), and each of the other seller parties signatory thereto (collectively with FF3, the "Sellers"). Enercon is a leading supplier of highly customized power conversion and networking solutions to aerospace and defense markets globally, providing robust and reliable solutions across air, land and sea applications. Enercon is based in Netanya, Israel with additional facilities in New Hampshire, U.S. and Haryana, India.

Under the terms of the Purchase Agreement, on the November 14, 2024 closing date (and deemed effective solely for accounting purposes as of November 1, 2024), Bel acquired from the Sellers 80% of the issued and outstanding share capital of Enercon on a fully diluted basis for (i) a cash purchase price of $320 million (subject to customary adjustments), plus (ii) up to $10 million in potential earnout payments for the 2025 and 2026 periods (the “Earnout Payments”). During the first quarter of 2026, the Company paid a $5.0 million earnout related to the achievement of the fiscal 2025 performance target.

Pursuant to the shareholders' agreement entered into on November 14, 2024, the Company and the Sellers have reciprocal call and put rights with respect to the remaining 20% ownership interest in Enercon. The Company currently expects to acquire the remaining ownership interest by early 2027 in accordance with the terms of those arrangements.

The acquisition resulted in a redeemable noncontrolling interest associated with the Sellers' remaining 20% ownership interest. Upon acquisition, the redeemable noncontrolling interest was initially recorded at its fair value of $72.4 million and subsequently adjusted to its redemption value at each reporting date. At December 31, 2025, the redeemable noncontrolling interest was reported in mezzanine equity at its redemption value of $93.2 million.

On September 15, 2026, the Company's subsidiary, Bel Power Solutions s.r.o., entered into a letter agreement with FF3 Holdings, L.P., in its capacity as Sellers' Representative (the “Letter Agreement”), which amended certain settlement and purchase price adjustment provisions relating to the future acquisition of the remaining 20% ownership interest in Enercon. The Letter Agreement eliminated certain purchase price adjustment provisions and established specified settlement mechanics applicable to the Company's existing put and call rights and obligations relating to the remaining 20% ownership interest, and fixed the fiscal 2026 earnout amount at $5.0 million.

Based on the revised contractual terms, the Company determined during the third quarter of 2026 that the redemption amount associated with the remaining 20% ownership interest had become fixed. Accordingly, the Company concluded that the obligation met the criteria for liability classification under ASC 480, Distinguishing Liabilities from Equity. Immediately prior to reclassification, the redeemable noncontrolling interest was adjusted to its redemption value of $114.0 million. As of September 30, 2026, the obligation was reclassified from mezzanine equity and is presented as redeemable noncontrolling interest liability within current liabilities in the accompanying condensed consolidated balance sheet based on the contractual settlement provisions. Based on the contractual settlement provisions, the Company expects the obligation to be settled by the first quarter of 2027. The reclassification had no impact on the Company's results of operations or total shareholders' equity.