Form 4: Belden Inc. Executive Exercises Stock Appreciation Rights Under Pre-Arranged Plan

Brian Edward Anderson, SVP, Legal, GC and Corporate Secretary of Belden Inc., executed a planned exercise of Stock Appreciation Rights, resulting in a net increase in direct shareholdings after tax withholdings.

Summary

• Brian Edward Anderson, SVP, Legal, GC and Corporate Secretary of Belden Inc. (BDC), completed a transaction on July 11, 2025.
• The transaction involved the exercise of 7,257 Stock Appreciation Rights (SARs) at an exercise price of $72.73 per SAR.
• The fair market value of Belden Inc. common stock on the exercise date was $123.05 per share.
• As a result of the SAR exercise, 1,656 shares of common stock were issued to Mr. Anderson.
• Concurrently, 5,601 shares were disposed of to cover the difference between the SARs exercised and shares issued, and to satisfy the company's tax withholding obligations.
• This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Anderson on February 24, 2025.
• Following these transactions, Mr. Anderson directly beneficially owns 45,135 shares of Belden Inc. common stock.
• Mr. Anderson also indirectly beneficially owns 1,046.51 shares through the Belden Retirement Savings Plan.
• The Rule 10b5-1 trading plan does not contemplate a sale of the net shares received from this SAR exercise.

Sentiment

Score: 7

Explanation: The transaction is a routine executive compensation event (SAR exercise) executed under a pre-arranged plan. The fact that no sale of the resulting shares is contemplated is a positive signal, indicating continued insider holding. The disposal of shares is for tax purposes, which is standard.

Positives

• The transaction was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a scheduled and transparent executive compensation event rather than opportunistic trading.
• The Rule 10b5-1 plan explicitly states that no sale of the resulting shares (the 1,656 net shares received) is contemplated, suggesting continued confidence and holding by the insider.
• Brian Edward Anderson, a key executive, maintains a significant direct beneficial ownership of 45,135 shares, in addition to indirect holdings.

Negatives

• A disposal of 5,601 shares occurred, although this was primarily to cover the cashless exercise component and tax withholding obligations associated with the SAR exercise.

Future Outlook

The Rule 10b5-1 trading plan adopted by Mr. Anderson does not contemplate a sale of the shares resulting from this SAR exercise, indicating an intention to hold the acquired shares.

Management Comments

• The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Anderson on February 24, 2025. No sale of the resulting shares is contemplated by the trading plan.

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation, specifically the exercise of Stock Appreciation Rights. Such transactions are common across publicly traded companies in various industries, including the network infrastructure and connectivity solutions sector where Belden Inc. operates. The use of a Rule 10b5-1 plan aligns with best practices for managing insider trading compliance.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation practices and insider holdings. The non-contemplated sale of shares may be viewed as a positive signal of management's confidence in the company's future.

Key Dates

Recommendation

Keywords

Belden Inc., BDC, SEC Form 4, insider transaction, stock appreciation rights, SARs, executive compensation, Rule 10b5-1 plan, common stock, beneficial ownership, Brian Edward Anderson