BELDEN INC.BDC

BELDEN INC. Stock Compensation Disclosure

10-KFiled Feb 17, 20263 min read
Share-Based Compensation
Compensation cost primarily included in selling, general and administrative expense, and the income tax benefit recognized for our share-based compensation arrangements is included below:
 
 Years Ended December 31,
 202520242023
 (In thousands)
Total share-based compensation cost$30,015 $27,532 $21,024 
Income tax benefit7,144 6,553 5,004 
We currently have outstanding stock appreciation rights (SARs), restricted stock units with service vesting conditions, restricted stock units with performance vesting conditions, and restricted stock units with market conditions. We grant SARs with an exercise price equal to the closing market price of our common stock on the grant date. Generally, SARs may be converted into shares of our common stock in equal amounts on each of the first three anniversaries of the grant date and expire 10 years from the grant date. We did not grant any SARs in 2025 or 2024. Certain awards provide for accelerated vesting in certain circumstances, including following a change in control of the Company. Restricted stock units with service conditions generally vest 3-5 years from the grant date. Restricted stock units issued based on the attainment of the performance conditions generally vest on the second or third anniversary of their grant date. Restricted stock units issued based on the attainment of market conditions generally vest on the third anniversary of their grant date.
We recognize compensation cost for all awards based on their fair values. The fair values for SARs are estimated on the grant date using the Black-Scholes-Merton option-pricing formula. Expected volatility is based on historical volatility, and expected term is based on historical exercise patterns of SAR holders. The fair value of restricted stock units with service vesting conditions or performance vesting conditions is the closing market price of our common stock on the date of grant. We estimate the fair value of certain restricted stock units with market conditions using a Monte Carlo simulation valuation model with the assistance of a third party valuation firm. Compensation costs for awards with service conditions are amortized to expense using the straight-line method. Compensation costs for awards with performance conditions and graded vesting are amortized to expense using the graded attribution method. The following table presents the assumptions used for equity awards.
 Years Ended December 31,
 202520242023
 (In thousands, except weighted average fair
value and assumptions)
Weighted-average fair value of SARs grantedn/an/a$39.44 
Total intrinsic value of SARs exercised4,509 5,696 12,229 
Tax expense (benefit) from SARs exercised(477)(420)660 
Weighted-average fair value of restricted stock units granted120.25 89.98 95.32 
Total fair value of restricted stock units vested29,688 14,031 19,821 
Expected volatility37.64 %38.88 %43.45 %
Expected term (in years)2.82.95.7
Risk-free rate3.98 %4.40 %4.26 %
Dividend yield0.18 %0.25 %0.23 %
 Stock Appreciation RightsRestricted Stock Units
 NumberWeighted-
Average
Exercise
Price		Weighted-
Average
Remaining
Contractual Term		Aggregate
Intrinsic Value		NumberWeighted-
Average
Grant-Date
Fair Value
  (In thousands, except exercise prices, fair values, and contractual terms)
Outstanding at January 1, 2025263 $66.29 6.5$12,199 891 $83.35 
Granted— — 441 120.25 
Exercised or converted(85)63.93 (392)75.74 
Forfeited or expired(2)82.77 (54)100.54 
Outstanding at December 31, 2025176 $67.16 5.9$8,706 886 $99.60 
Exercisable or convertible at December 31, 2025145 $63.16 5.6$7,745 
At December 31, 2025, the total unrecognized compensation cost related to all nonvested awards was $30.6 million. That cost is expected to be recognized over a weighted-average period of 1.8 years. Historically, we have issued treasury shares, if available, to satisfy award conversions and exercises.

Historical Timeline

Fiscal YearFiled
2025Feb 17, 2026Showing above
2024Feb 13, 2025
2023Feb 13, 2024
2022Feb 24, 2023
2021Feb 15, 2022
2020Feb 16, 2021
2019Feb 11, 2020
2018Feb 20, 2019
2017Feb 13, 2018
2016Feb 17, 2017
2015Feb 25, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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