Bel Fuse Inc. filed SEC Form 8-K: Material Impairments, Regulation FD Disclosure, Financial Statements and Exhibits

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Date of report (Date of earliest event reported): November 26, 2025

 

BELFUSE INC /NJ

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

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:

 

 

 

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 2.06.  Material Impairments.

 

On November 26, 2025, the management of Bel Fuse Inc. (“Bel” or the “Company”), concluded that an impairment charge will be required in connection with Bel’s noncontrolling minority investment in innolectric AG (“Innolectric”), a Germany-based e-Mobility technology company, and related party notes receivable. Bel acquired a noncontrolling one-third (¹/₃) minority stake in Innolectric in February 2023. Despite Innolectric’s innovative products, intellectual property, and engineering talent, factors including the exit of certain companies from the market, the softening of government incentives, and persistent weakness in the global electric vehicle (EV) sector have delayed high-volume sales and resulted in continued operating losses for Innolectric over the past two years.

 

With challenges expected to persist heading into 2026 for Innolectric, the controlling majority owner of Innolectric notified Bel that it would be unable to provide its pro-rata share of future funding. Bel also lacked interest in acquiring the remaining stake in Innolectric from the controlling majority owner. Subsequently, Bel was advised that on November 26, 2025 insolvency proceedings were initiated pursuant to an application submitted within the German legal system with respect to Innolectric. This event triggered a review of Bel’s investment in Innolectric, totaling approximately $10 million, and related party notes receivable (representing the outstanding balance of incremental loans previously extended by Bel to Innolectric to fund working capital needs and business development) of about $4 million recorded on Bel’s balance sheet.

 

As a result of these developments, based on currently available information and estimates, Bel anticipates recording a pre-tax impairment charge of up to approximately $14 million in the fourth quarter of 2025, representing the potential full loss of Bel’s Innolectric investment and notes receivable. The final amount of the impairment charge will be determined as Innolectric’s insolvency process progresses and Bel’s analysis is completed. Bel recorded losses related to its noncontrolling minority interest in Innolectric of $0.4 million during the nine months ended September 30, 2025, and $0.6 million during the year ended December 31, 2024. During the year ended December 31, 2024 and the nine months ended September 30, 2025, Bel incurred approximately $0.6 million and $0.8 million, respectively, of cash expenditures used to support the working capital needs of Innolectric.  Following the anticipated write-down, and whereas Bel has been recording quarterly losses associated with its investment in Innolectric and from time to time providing cash loans as noted above, Bel expects Innolectric’s insolvency process and Bel’s potential exit from this investment may reduce future cash outflows previously used to fund Innolectric’s operations.

 

While Bel considered the possibility of acquiring the remaining two-thirds (²/₃) stake in Innolectric from the controlling majority owner, Bel ultimately determined not to invest further capital in Innolectric at this time, after careful consideration of pertinent factors and circumstances, including the current softness in the eMobility market, anticipated effort and time to achieve breakeven status, potential risk exposure and Bel’s other capital allocation priorities.

 

 

Item 7.01.  Regulation FD Disclosure.

 

On December 3, 2025, Bel issued a press release regarding the impairment charge anticipated to be recorded as described in Item 2.06 of this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this item 7.01 by reference.

 

 

 

This Current Report on Form 8-K including Exhibit 99.1 hereto includes forward-looking statements, including statements relating to possible and anticipated future events surrounding, and the corresponding treatment of, Bel’s Innolectric investment and the related notes receivable; Innolectric’s insolvency proceeding and the progress and resolution thereof; the anticipated impairment charge relating to Bel’s Innolectric investment and associated notes receivable, the estimated amount of the impairment charge, and expected effects and projections about corresponding impacts on the Company’s financial statements, performance and future operating results and expenditures; and statements about the Company’s future plans, focuses and priorities. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “predict,” “should,” “will,” “expect,” “project,” “forecast,” “goal,” “outlook,” “target,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are made as of the date of this Current Report on Form 8-K and are based on current expectations,  estimates, forecasts and projections as well as the beliefs and assumptions of the Company and certain analyses made in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate in the circumstances.

 

 

Forward-looking statements are subject to known and unknown risks, uncertainties and assumptions many of which involve factors or circumstances that are beyond Bel’s control. Bel’s actual results could differ materially from those stated or implied in our forward-looking statements (including without limitation any of Bel’s projections). Factors that may cause or contribute to actual results, levels of activity, performance, or achievements being materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements include the risks discussed in Bel’s filings with the Securities and Exchange Commission and the following: risks associated with Bel’s Innolectric investment and Innolectric’s insolvency proceeding, and the potential full loss of Bel’s Innolectric investment and related notes receivable; difficulties associated with accurately anticipating the future effects that current events may have on the Innolectric investment, including challenges associated with accurately estimating the impairment charge associated with the investment and associated notes receivable, and the possibility that the Company’s current estimate of the impairment charge may be incorrect or lesser than the amount of the final impairment charge as determined as Innolectric’s insolvency process progresses and Bel’s analysis is completed; difficulties associated with integrating previously acquired companies, including any unanticipated difficulties, or unexpected or higher than anticipated expenditures, relating to Bel's November 2024 acquisition of Enercon, and including, without limitation, the risk that Bel is unable to integrate the Enercon business successfully or difficulties that result in the failure to realize the expected benefits and synergies within the expected time period (if at all); the possibility that the Bel’s intended acquisition of the remaining 20% stake in Enercon is not completed in accordance with the shareholders agreement as contemplated for any reason, and any resulting disruptions to Bel’s business and its currently 80% owned Enercon subsidiary as a result thereof; trends in demand which can affect Bel's products and results, including that demand in Enercon’s end markets can be cyclical, impacting the demand for Enercon’s products, which could be materially adversely affected by reductions in defense spending; the market concerns facing Bel's customers, and risks for the Company’s business in the event of the loss of certain substantial customers; the continuing viability of sectors that rely on Bel's products; the effects of business and economic conditions, and challenges impacting the macroeconomic environment generally and/or Bel's industry in particular; the effects of rising input costs, and cost changes generally, including the potential impact of inflationary pressures; capacity and supply constraints or difficulties, including supply chain constraints or other challenges; the impact of public health crises; difficulties associated with the availability of labor, and the risks of any labor unrest or labor shortages; risks associated with Bel's international operations, including Bel's substantial manufacturing operations in China, and following Bel’s November 2024 acquisition of Enercon , risks associated with operations in Israel, which may be adversely affected by political or economic instability, major hostilities or acts of terrorism in the region; risks associated with restructuring programs or other strategic initiatives, including any difficulties in implementation or realization of the expected benefits or cost savings; product development, commercialization or technological difficulties; the regulatory and trade environment including the potential effects of the imposition or modification of new or increased tariffs either by the U.S. government on foreign imports or by a foreign government on U.S. exports related to the countries in which Bel transacts business and trade restrictions that may impact Bel, its customers and/or its suppliers, and risks associated with the evolving trade environment, trade restrictions, and changes in trade agreements, and general uncertainty about future changes in trade and tariff policy and the associated impacts of those changes; risks associated with fluctuations in foreign currency exchange rates and interest rates; uncertainties associated with legal proceedings; the market's acceptance of the Company's new products and competitive responses to those new products; the impact of changes to U.S. and applicable foreign legal and regulatory requirements, including tax laws; and the risks detailed in Bel’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in subsequent reports filed by Bel with the Securities and Exchange Commission, as well as other documents that may be filed by Bel from time to time with the Securities and Exchange Commission. In light of the risks and uncertainties impacting Bel’s business, there can be no assurance that any forward-looking statement will in fact prove to be correct. Past performance is not necessarily indicative of future results. The forward-looking statements included in this communication represent Bel’s views as of the date of this communication. Bel anticipates that subsequent events and developments will cause its views to change. Bel undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. These forward-looking statements should not be relied upon as representing Bel’s views as of any date subsequent to the date of this communication.

 

 

 

 

 

 

 

 

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.

 

 

 

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