Sec Form 4 Filing - Lieser Brian @ BELDEN INC. - 2025-09-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Lieser Brian
2. Issuer Name and Ticker or Trading Symbol
BELDEN INC. [ BDC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Solutions
(Last) (First) (Middle)
C/O BELDEN INC., 1 N. BRENTWOOD BLVD., 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/02/2025
(Street)
ST. LOUIS, MO63105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/02/2025 M( 1 ) 1,066 A $ 61.79 45,211 D
Common Stock 09/02/2025 D 769 ( 3 ) D $ 127.11 44,442 D
Common Stock 09/03/2025 S( 4 ) 297 D $ 126.11 44,145 D
Common Stock 09/03/2025 D 3,186 ( 5 ) D $ 126.84 40,959 D
Common Stock 09/03/2025 D 6,372 ( 6 ) D $ 126.84 34,587 D
Common Stock 09/04/2025 S( 4 ) 3,800 D $ 127.28 30,787 D
Common Stock 504.9382 ( 2 ) I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $ 61.79 09/02/2025 M( 1 ) 1,066 ( 7 ) 02/28/2029 Common Stock 1,066 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lieser Brian
C/O BELDEN INC.
1 N. BRENTWOOD BLVD., 15TH FLOOR
ST. LOUIS, MO63105
EVP, Solutions
Signatures
/s/ Brian E. Anderson, attorney-in-fact for Brian Lieser 09/04/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Lieser on November 7, 2024.
( 2 )Represents the balance of shares of Belden Inc. common stock held in the Belden Retirement Savings Plan as of the date of this filing.
( 3 )This represents the difference between the number of SARs exercised (1,066) and the number of shares issued as a result of the exercise (297). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($127.11) and the exercise price ($61.79). Additional shares were then withheld to satisfy the Company's tax withholding obligations.
( 4 )The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Lieser on November 7, 2024.
( 5 )Shares withheld for tax purposes related to portion of August 30, 2021 restricted stock unit grant that vested on August 30, 2025. The resulting shares were delivered on September 3, 2025.
( 6 )The Reporting Person was awarded 6,986 performance stock units (PSUs) on August 30, 2021. Following the performance period, it was determined based on the total stockholder return during the performance period that the PSUs earned a conversion factor of 2.0. Therefore, the PSUs converted to 13,972 restricted stock units (RSUs). This cell represents the number of shares withheld for tax purposes upon vesting. The resulting shares were delivered on September 3, 2025.
( 7 )The original grant of stock appreciation rights became exercisable in equal portions on the first three anniversaries of the grant date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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