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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 29, 2026

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

000-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On July 29, 2026,  Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and six months ended June 30, 2026.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release of Bel Fuse Inc. dated July 29 2026, related to the financial results of the Company for the three and six months ended June 30, 2026, furnished hereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 29, 2026

BEL FUSE INC.

(Registrant)

By:

/s/ Farouq Tuweiq

Farouq Tuweiq

President and Chief Executive Officer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

000-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On April 29, 2026,  Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three months ended March 31, 2026.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release of Bel Fuse Inc. dated April 29 2026, related to the financial results of the Company for the three months ended March 31, 2026, furnished hereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 29, 2026

BEL FUSE INC.

(Registrant)

By:

/s/ Farouq Tuweiq

Farouq Tuweiq

President and Chief Executive Officer

EX-10.1

2 ex_939984.htm

EXHIBIT 10.1

HTML Editor

Exhibit 10.1

March 31, 2026

Thomas Smelker

8617 South Sun Bar Ranch Place

Vail, AZ 85641

Re:  Amendment to Employment Agreement

Dear Thomas,

Reference is made to that certain Employment Agreement, dated as of January 12, 2026, between you and Bel Fuse, Inc., a New Jersey corporation (the “Employment Agreement”).

This is to confirm that, effective March 31, 2026, Item 3 of Exhibit A of the Employment Agreement is hereby amended by changing your Position/Title to EVP & President, Aerospace, Defense and Rugged Solutions.

Except as provided by this letter, the Employment Agreement shall remain in full force and effect.

Please acknowledge your agreement with the foregoing by countersigning this letter below and returning it to me.

Regards,

Farouq Tuweiq

Chief Executive Officer

Acknowledged and agreed:

/s/Thomas Smelker

Thomas Smelker

Date: March 31, 2026

EX-99.1

2 ex_888992.htm

EXHIBIT 99.1

ex_888992.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Bel Fuse Inc.

300 Executive Drive

Suite 300

West Orange, NJ 07052

www.belfuse.com

tel 201.432.0463

Bel Reports Fourth Quarter and Full Year 2025 Results

Provides Q1-26 Sales and Gross Margin Guidance

WEST ORANGE, NJ, Tuesday, February 17, 2026-- Bel Fuse Inc. (Nasdaq: BELFA and BELFB) today announced preliminary financial results for the fourth quarter and full year of 2025.

Fourth Quarter 2025 Highlights

•

Net sales of $175.9 million compared to $149.9 million in Q4-24. Up 17.4% from Q4-24

•

Gross profit margin of 39.4%, up from 37.5% in Q4-24

• GAAP net loss attributable to Bel shareholders of $5.4 million in Q4-25, compared to net loss of $1.8 million in Q4-24. Q4-25 results include a $13.1 million non-cash impairment of our equity method investment and related loans in Innolectric, as previously disclosed. Non-GAAP net earnings attributable to Bel shareholders of $24.9 million in Q4-25, versus $19.0 million in Q4-24.

• Adjusted EBITDA of $37.6 million (21.4% of sales), compared to $30.3 million (20.2% of sales) in Q4-24

Full Year 2025 Highlights

•

Net sales of $675.5 million compared to $534.8 million in 2024. Up 26.3% from 2024

•

Gross profit margin of 39.1%, up from 37.8% in 2024

•

GAAP net earnings attributable to Bel shareholders of $61.5 million in 2025, compared to net earnings of $41.0 million in 2024. Non-GAAP net earnings attributable to Bel shareholders of $89.0 million versus $72.1 million in 2024

•

Adjusted EBITDA of $142.9 million (21.2% of sales), compared to $101.9 million (19.0% of sales) in 2024

"Bel delivered a strong fourth quarter, with sales and gross margin percentage at the high end of our guidance," said Farouq Tuweiq, President and CEO. "This achievement reflects strong demand across commercial aerospace and defense, and a continued recovery in our networking and distribution channels.

“As we look to the future, we are excited to welcome Tom Smelker to the leadership team as Pete Bittner transitions into retirement. Tom brings a fresh perspective and extensive experience in the aerospace and defense sectors, which are central to our growth strategy. His leadership will help us further align our organization with evolving customer needs and industry trends.

“Looking ahead to the first quarter of 2026, which generally reflects seasonality due to the Chinese New Year holiday, based on information available today we estimate net sales of $165 to $180 million and expect gross margin to remain healthy in the 37 to 39 percent range. Across Bel, there is a high level of teamwork as we pursue growth initiatives and explore new opportunities to shape the next phase of our company’s evolution," concluded Mr. Tuweiq.

Non-GAAP financial measures, such as Non-GAAP net earnings attributable to Bel shareholders, Non-GAAP EPS, Non-GAAP Operating Income and Adjusted EBITDA, adjust corresponding GAAP measures for provision for income taxes, other income/expense, net, interest income/expense, and depreciation and amortization, and also exclude, where applicable for the covered period presented in the financial statements, certain unusual or special items identified by management such as restructuring charges (credits), gains/losses on sales of businesses and properties, acquisition related costs, earnout adjustments, impairment charges, noncontrolling interest ("NCI") adjustments from fair value to redemption value, and certain litigation costs. In addition, in the fourth quarter of 2024, we modified our presentation of Non-GAAP financial measures, including revising our definitions of Adjusted EBITDA and Non-GAAP EPS, to additionally exclude from these Non-GAAP measures (i) stock-based compensation, (ii) amortization of intangibles (which primarily relates to the amortization of finite-lived customer relationships and technology associated with the Company's historical acquisitions, including those associated with the acquisition of Enercon), and (iii) unrealized foreign currency exchange (gains) losses. We believe this change enhances investor insight into our operational performance. We have applied this modified definition of Adjusted EBITDA and Non-GAAP EPS to all periods presented. Please refer to the financial information included with this press release for reconciliations of GAAP financial measures to Non-GAAP financial measures and our explanation of why we present Non-GAAP financial measures.

1

Conference Call

Bel has scheduled a conference call for 8:30 a.m. ET on Wednesday, February 18, 2026 to discuss these results. To participate in the conference call, investors should dial 877-407-0784, or 201-689-8560 if dialing internationally. The presentation will additionally be broadcast live over the Internet and will be available at https://ir.belfuse.com/events-and-presentations. The webcast will be available via replay for a period of at least 30 days at this same Inter

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 29, 2025

BELFUSE INC /NJ

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On October 29, 2025, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and nine months ended September 30, 2025.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release of Bel Fuse Inc. dated October 29, 2025, related to the financial results of the Company for the three and nine months ended September 30, 2025, furnished hereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 29, 2025

BEL FUSE INC.

(Registrant)

By:

/s/ Farouq Tuweiq

Farouq Tuweiq

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release of Bel Fuse Inc. dated October 29, 2025, related to the financial results of the Company for the three and nine months ended September 30, 2025, furnished hereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 24, 2025

BELFUSE INC /NJ

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On July 24, 2025, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and six month ended June 30, 2025.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On July 23, 2025, the Board of Directors of the Company (the "Board") of Bel Fuse Inc. (the "Company") adopted and approved, based on the recommendation of the Audit Committee of the Board, certain amendments to the Company’s Code of Ethics that applies to all directors, officers and employees of the Company (the "Code" or the "Code of Ethics"). The existing Code was updated by further clarifying certain of the Code’s provisions regarding compliance with applicable governmental laws, rules, and regulations as well as Company policies and procedures.

The foregoing summary of the amendments to the Code is qualified in its entirety by the full text of the amended and restated Code of Ethics, adopted and effective July 23, 2025, which is attached hereto as Exhibit 14.1, and is incorporated herein by reference. The updated Code of Ethics will also be posted in the “Investors” section of the Company’s website, www.belfuse.com, under Corporate Governance as soon as practicable.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

14.1 Bel Fuse Inc. Code of Ethics

99.1

Press Release of Bel Fuse Inc. dated July 24, 2025, related to the financial results of the Company for the three and six months ended June 30, 2025, furnished hereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 24, 2025

BEL FUSE INC.

(Registrant)

By:

/s/ Farouq Tuweiq

Farouq Tuweiq

President and Chief Executive Officer

EXHIBIT INDEX

Exhi

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 24, 2025

BELFUSE INC /NJ

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On April 24, 2025, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three months ended March 31, 2025.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release of Bel Fuse Inc. dated April 24, 2025, related to the financial results of the Company for the three months ended March 31, 2025, furnished hereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 24, 2025

BEL FUSE INC.

(Registrant)

By:

/s/Daniel Bernstein

Daniel Bernstein

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release of Bel Fuse Inc., dated April 24, 2025, related to the financial results of the Company for the three months ended March 31, 2025, furnished hereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 18, 2025

BELFUSE INC /NJ

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On February 18, 2025, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the fourth quarter and year ended December 31, 2024.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Israeli Appendix to the Company’s 2020 Equity Compensation Plan

As previously announced, on November 14, 2024, Bel completed its acquisition of 80% of the share capital on a fully-diluted basis of Enercon Technologies Ltd. (“Enercon”) which is based in Israel. On February 12, 2025, Bel’s Board adopted an Israeli Appendix (the “Israeli Appendix”) to the Bel Fuse Inc. 2020 Equity Compensation Plan, as amended and restated effective as of May 4, 2020 (the “Company Equity Plan”), applicable to Company Equity Plan participants who are residents of the State of Israel or who are deemed residents of the State of Israel for tax purposes (“Israeli Participants”). The Israeli Appendix is intended to facilitate participation in the Company Equity Plan by employees, directors and other service providers of Enercon who are Israeli Participants, including in order for grants and awards under the Company Equity Plan to Israeli Participants to qualify for favorable tax treatment under Israeli law. The Israeli Appendix establishes certain rules and limitations applicable to participation in the Company Equity Plan by Israeli Participants, in compliance with the tax and other applicable laws currently in force in the State of Israel and to comply with and be subject to the Israeli Income Tax Ordinance (New Version), 1961 (the “Israeli Tax Ordinance”) and provisions of Section 102 of the Israeli Tax Ordinance, as amended from time to time.

The foregoing description of the Israeli Appendix to the Company Equity Plan is a summary only and is qualified in its entirety by reference to the full text

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 23, 2024

BELFUSE INC /NJ

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On October 23, 2024, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and nine months ended September 30, 2024.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release of Bel Fuse Inc. dated October 23, 2024, related to the financial results of the Company for the three and nine months ended September 30, 2024, furnished hereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 23, 2024

BEL FUSE INC.

(Registrant)

By:

/s/Daniel Bernstein

Daniel Bernstein

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release of Bel Fuse Inc., dated October 23, 2024, related to the financial results of the Company for the three and nine months ended September 30, 2024, furnished hereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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2024-09-18 2024-09-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 18, 2024

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On September 18, 2024, Bel Fuse Inc. (“Bel” or the “Company”) issued a press release announcing the entry into the Enercon Purchase Agreement (as defined in Item 8.01 below) and certain other information, including financial information about the Company for the twelve-month period ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On September 18, 2024, Bel issued a press release announcing that it has entered into a definitive agreement (the “Enercon Purchase Agreement”) to acquire a majority stake (80%) in Enercon Technologies, Ltd. (“Enercon”). Bel may acquire the remaining 20% interest in Enercon in accordance with the terms and subject to the conditions of the transaction documents. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On Thursday, September 19, 2024, at 8:30 a.m. ET (5:30 a.m. PT), Bel will host a conference call with analysts and investors regarding the transactions contemplated by the Enercon Purchase Agreement. Details for participating in and accessing the conference call are set forth in the press release attached as Exhibit 99.1 hereto. The materials attached as Exhibit 99.2 hereto are incorporated by reference herein and will be presented during such conference call.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

99.1   Press Release, dated September 18, 2024.

99.2   Investor Presentation Materials, dated September 2024.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  September 18, 2024

BEL FUSE INC.

(Registrant)

By:

/s/Daniel Bernstein

Daniel Bernstein

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release, dated September 18, 2024.

99.2

Investor Presentation Materials, dated September 2024.

104

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2024-07-24 2024-07-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 24, 2024

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On July 24, 2024, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and six months ended June 30, 2024.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

99.1  Press Release of Bel Fuse Inc. dated July 24, 2024, related to the financial results of the Company for the three and six months ended June 30, 2024, furnished hereto.

104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 24, 2024

BEL FUSE INC.

(Registrant)

By:

/s/Daniel Bernstein

Daniel Bernstein

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release of Bel Fuse Inc., dated July 24, 2024, related to the financial results of the Company for the three and six months ended June 30, 2024, furnished hereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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2024-04-25 2024-04-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 25, 2024

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On April 25, 2024, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three months ended March 31, 2024.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

As described in Item 2.02 of this Report, the following Exhibit 99.1 is furnished as part of this Current Report on Form 8-K:

99.1   Press Release of Bel Fuse Inc. dated April 25, 2024, related to the financial results of the Company for the first quarter ended March 31, 2024, furnished hereto.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 25, 2024

BEL FUSE INC.

(Registrant)

By:

/s/Daniel Bernstein

Daniel Bernstein

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release issued by the Company, dated April 25, 2024 related to the financial results of the Company for the three months ended March 31, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 21, 2024

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On February 21, 2024, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and twelve months ended December 31, 2023.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On February 21, 2024, the Board of Directors of the Company approved a share repurchase program (the “Repurchase Program”), pursuant to which the Company is authorized to repurchase up to $25.0 million of shares of the Company’s outstanding Class A Common Stock, par value $0.10 per share (the “Class A Stock”) and Class B Common Stock, par value $0.10 per share (the “Class B Stock”, and collectively with the Class A Common Stock, the “Common Stock”). The aggregate $25.0 million available for repurchases under the Repurchase Program has been suballocated for purchases of Class A Shares and Class B shares in portions of $4.0 million and $21.0 million, respectively, prorated to take into account the number of outstanding shares of each respective class. Shares of Common Stock may be Repurchased pursuant to the Repurchase Program in open market, privately negotiated or block transactions or otherwise from time to time, depending upon market conditions and other factors, and in accordance with applicable law and regulations of the Securities and Exchange Commission, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

All shares of Common Stock repurchased pursuant to the Repurchase Program will be cancelled and be available for use and reissuance as and when determined by the Board of Directors including, without limitation, pursuant to the Company’s 2020 Equity Compensation Plan or in connection with the administration of any other employee benefit plan maintained by the Company.

The Repurchase Program has no expiration date. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares, and the Repurchase Program may be suspended or terminated at any time. The timing and actua

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UNITED STATES

--12-31

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 25, 2023

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On October 25, 2023, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and nine months ended September 30, 2023.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 25, 2023, the Company’s Board of Directors (the “Board”) adopted Amended and Restated By-Laws of the Company (the “Amended and Restated By-Laws”), effective as of that date.  Among other things, the Amended and Restated By-Laws include:

●

revised and enhanced informational, disclosure and procedural requirements associated with the advance notice provisions for shareholder proposals and director nominations, including to address matters related to Rule 14a-19 under the Securities Exchange Act of 1934, as amended;

●

a requirement that to be eligible for nomination for election or reelection as a director, a proposed shareholder nominee must deliver to the Company a written questionnaire and a written representation and agreement with respect to certain matters summarized in the Amended and Restated By-Laws, with such materials subject to updating prior to the applicable shareholders meeting;

●

a requirement that shareholders soliciting proxies from other shareholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board;

●

clarifications to the procedures for adjournment and postponement of, and the organization and conduct of, meetings of the Company’s shareholders;

●

updates to certain provisions and references regarding officer appointments and titles, Board committee designations, and other corporate functions and practices, to reflect the development of the Company’s governance practices; and

●

various other updates, including ministerial and conforming changes, such as revisions in furtherance of gender neutrality.

The foregoing description of the amendments does not purport to be complete and is qualif

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 25, 2023

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey

07052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

206 Van Vorst Street, Jersey City, New Jersey  07302

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On July 26, 2023, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and six months ended June 30, 2023.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 25, 2023, Dennis Ackerman, President of the Company’s Bel Power Solutions segment and the Company’s Vice President of Operations, notified the Company’s board of directors that he intends to retire from his positions with the Company effective as of July 31, 2024.  During the transition period preceding his retirement, Mr. Ackerman has agreed to assist in transitioning his role and duties to his successor once identified.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

As described in Item 2.02 of this Report, the following Exhibit 99.1 is furnished as part of this Current Report on Form 8-K:

99.1   Press Release of Bel Fuse Inc. dated July 26, 2023, related to the financial results of the Company for the three and six months ended June 30, 2023.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  July 26, 2023

BEL FUSE INC.

(Registrant)

By:

/s/Daniel Bernstein

Daniel Bernstein

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release issued by the Company, dated July 26, 2023 related to the financial results of the Company for the three and six months ended June 30, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 26, 2023

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

206 Van Vorst Street, Jersey City, New Jersey

07302

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On April 26, 2023, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the first quarter ended March 31, 2023.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

As described in Item 2.02 of this Report, the following Exhibit 99.1 is furnished as part of this Current Report on Form 8-K:

99.1   Press Release of Bel Fuse Inc. dated April 26, 2023, related to the financial results of the Company for the first quarter ended March 31, 2023.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 26, 2023

BEL FUSE INC.

(Registrant)

By:

/s/Daniel Bernstein

Daniel Bernstein

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release issued by the Company, dated April 26, 2023, related to the financial results of the Company for the first quarter ended March 31, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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2023-02-22 2023-02-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  February 22, 2023

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

206 Van Vorst Street, Jersey City, New Jersey

07302

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On February 22, 2023, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the fourth quarter and year ended December 31, 2022.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

As described in Item 2.02 of this Report, the following Exhibit 99.1 is furnished as part of this Current Report on Form 8-K:

99.1   Press Release of Bel Fuse Inc. dated February 22, 2023, related to the financial results of the Company for the fourth quarter and year ended December 31, 2022.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  February 22, 2023

BEL FUSE INC.

(Registrant)

By:

/s/Daniel Bernstein

Daniel Bernstein

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release issued by the Company, dated February 22, 2023, related to the financial results of the Company for the fourth quarter and year ended December 31, 2022.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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2022-10-26 2022-10-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  October 26, 2022

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

206 Van Vorst Street, Jersey City, New Jersey

07302

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On October 26, 2022, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and nine months ended September 30, 2022.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

As described in Item 2.02 of this Report, the following Exhibit 99.1 is furnished as part of this Current Report on Form 8-K:

99.1   Press Release of Bel Fuse Inc. dated October 26, 2022 related to the financial results of the Company for the three and nine months ended September 30, 2022.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  October 26, 2022

BEL FUSE INC.

(Registrant)

By:

/s/Daniel Bernstein

Daniel Bernstein

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release issued by the Company, dated October 26, 2022, related to the financial results of the Company for the three and nine months ended September 30, 2022

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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2022-07-27 2022-07-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  July 27, 2022

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of  incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

206 Van Vorst Street, Jersey City, New Jersey

07302

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On July 27, 2022, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and six months ended June 30, 2022.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

As described in Item 2.02 of this Report, the following Exhibit 99.1 is furnished as part of this Current Report on Form 8-K:

99.1   Press Release of Bel Fuse Inc. dated July 27, 2022 related to the financial results of the Company for the three and six months ended June 30, 2022.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  July 27, 2022

BEL FUSE INC.

(Registrant)

By:

/s/Daniel Bernstein

Daniel Bernstein

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release issued by the Company, dated July 27, 2022, related to the financial results of the Company for the three and six months ended June 30, 2022

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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2022-04-27 2022-04-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 27, 2022

BELFUSE INC /NJ

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

0-11676

22-1463699

(State of  incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

206 Van Vorst Street, Jersey City, New Jersey

07302

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (201) 432-0463

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

BELFA

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

BELFB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.  Results of Operations and Financial Condition.

On April 27, 2022, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three months ended March 31, 2022.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

As described in Item 2.02 of this Report, the following Exhibit 99.1 is furnished as part of this Current Report on Form 8-K:

99.1   Press Release of Bel Fuse Inc. dated April 27, 2022, related to the financial results of the Company for the three months ended March 31, 2022.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 27, 2022

BEL FUSE INC.

(Registrant)

By:

/s/Daniel Bernstein

Daniel Bernstein

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release issued by the Company, dated April 27. 2022, related to the financial results of the Company for the three months ended March 31, 2022

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)