UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

BEL FUSE INC /NJ

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): January ~~December 4~~12, ~~2025~~2026

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 45.0102. ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2026, Peter Bittner III, who currently serves as Bel Fuse Inc.’s (a“Bel” or the “Company”) Vice President and President of the Company’s Bel Connectivity Solutions product group division, provided notification to the Company that was accepted by the Company’s board of directors (the “Board of Directors” or the “Board”), that he will be retiring from the Company effective as of April 3, 2026. ~~Dismissal~~In connection with Mr. Bittner’s retirement and as further described in Item 8.01 of ~~Independent~~this ~~Registered~~Current ~~Public~~Report ~~Accounting~~on ~~Firm~~Form 8-K below, on January 12, 2026, the Board appointed Thomas Smelker to succeed Mr. Bittner in the Vice President and President Bel Connectivity Solutions roles, effective as of January 26, 2026. Mr. Bittner has agreed to assist in transitioning his roles and duties to Mr. Smelker during the transition period preceding Mr. Bittner’s retirement date.

OnItem ~~December 4, 2025, the Audit Committee (the "Audit Committee") of Bel Fuse Inc~~7.'s (“Bel”) Board of Directors (the “Board”), dismissed Grant Thornton LLP (“Grant Thornton”), which is currently serving as Bel’s independent registered public accounting firm and notified Grant Thornton on December 5, 202501. Regulation ~~Grant~~FD ~~Thornton was previously engaged to audit the Company’s consolidated financial statements for the year ending December 31, 2025~~Disclosure. The appointment of Deloitte & Touche LLP does not affect Grant Thornton’s engagement for the year ended December 31, 2025. The decision to change independent registered public accounting firms was recommended by the Audit Committee and approved by the Board on December 4, 2025.

~~During~~On ~~Bel’s~~January ~~two most recent fiscal years ended December 31~~15, ~~2023 and 2024~~2026, ~~and~~ the ~~subsequent~~Company ~~interim~~issued ~~period~~press ~~through~~releases regarding ~~December~~Mr. 4,Bittner’s ~~2025,~~decision ~~(i)~~to ~~Bel~~retire ~~has~~(as ~~not~~further ~~had~~described ~~any~~in ~~disagreements~~Item ~~with~~5.02) ~~Grant~~and ~~Thornton~~Mr. ~~on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to Grant Thornton~~Smelker’s ~~satisfaction,~~appointment ~~would~~as ~~have caused Grant Thornton to make reference to~~ the ~~subject matter thereof in connection with its reports on Bel~~Company’s ~~consolidated~~Vice ~~financial statements~~President, ~~and~~President ~~(ii)~~Bel ~~there~~Connectivity ~~were~~Solutions ~~no “reportable events”~~ (as ~~that~~further ~~term is~~ described in Item ~~304(a)(1)(v)~~ ~~of Regulation S-K~~8. ~~Grant~~01). ~~Thornton’s~~Copies ~~reports~~of onthese press ~~Bel’s~~releases are attached ~~consolidated financial statements~~ as ofExhibits 99.1 and ~~for the fiscal years ended December 31~~99.2, ~~2023 and 2024 did not contain any adverse opinion or a disclaimer of opinion~~respectively, to ~~nor~~this ~~were~~Current ~~they~~Report ~~qualified~~on orForm ~~modified~~8-K asand toare incorporated ~~uncertainty,~~into ~~audit~~this ~~scope~~Item or7.01 ~~accounting~~by ~~principles.~~reference

Bel provided Grant Thornton with a copy of this Current Report on Form 8-K prior to its filing with the United States Securities and Exchange Commission (the “SEC”) and requested that Grant Thornton furnish it with a letter addressed to the SEC stating whether or not it agrees with the statements in this Item 48.01 ~~in response to Regulation S-K Item 304(a) and, if it does not agree, the respects in which it does not agree~~. AOther ~~copy of Grant Thornton’s letter, dated December 10, 2025, is filed as Exhibit 16~~Events.~~1 to this Current Report on Form 8-K.~~

~~(b) Appointment~~On January 12, 2026, the Board approved the appointment of ~~New~~Thomas ~~Independent~~Smelker, ~~Registered~~age ~~Public~~50, ~~Accounting~~as ~~Firm~~the Company’s Vice President and President of Bel Connectivity Solutions, effective as of January 26, 2026.

OnMr. ~~December~~Smelker joins 4Bel from Mercury Systems, ~~2025~~Inc. (NASDAQ: MRCY), ~~Bel~~a ~~appointed~~global ~~Deloitte~~technology &company ~~Touche~~offering ~~LLP~~components, ~~(“Deloitte”)~~modules asand ~~Bel’s~~subassemblies ~~new~~and ~~independent~~integrated ~~registered~~solutions ~~public~~to ~~accounting~~customers ~~firm~~including in the aerospace and defense industries, ~~for~~where he served in various capacities since 2019, most recently as the ~~audit~~Senior Vice President of ~~Bel~~Mercury Systems’s ~~consolidated~~Processing ~~financial~~Technologies ~~statements~~business unit. In this role, Mr. Smelker was responsible for leading the ~~fiscal~~unit’s ~~year~~program ~~ending~~execution, ~~December~~product 31development, ~~2026~~engineering, manufacturing operations, and ~~review~~mission assurance. Previously, he served as Vice President and General Manager of ~~Bel~~Mercury Systems’s ~~consolidated~~Microsystems ~~financial~~business ~~statements~~unit, ~~for~~and ~~the~~before ~~related~~that, ~~interim~~as ~~periods,~~Vice ~~commencing~~President ~~with~~and ~~the~~General ~~review~~Manager of ~~Bel~~Mercury Systems’s ~~consolidated~~Custom ~~financial~~Microelectronics ~~statements~~Solutions ~~for~~line ~~the~~of ~~fiscal~~business. ~~quarter~~Prior ~~ending~~to ~~March~~beginning 31his tenure at Mercury Systems in 2019, ~~2026~~Mr. ~~The~~Smelker ~~appointment~~had ofbeen ~~Deloitte~~at ~~was~~Raytheon. ~~recommended~~Mr. bySmelker ~~the~~has ~~Audit~~nearly ~~Committee~~30 ~~and~~years ~~approved~~of byexperience ~~the~~across ~~Board~~multiple ondisciplines ~~December~~including 4engineering, ~~2025~~manufacturing operations, business development, and program management. ~~This~~ ~~appointment~~Mr. isSmelker ~~contingent~~has ~~upon~~a ~~the~~master’s ~~successful~~degree ~~completion~~in ofControls ~~Deloitte'~~Engineering and bachelor’s ~~client~~degree ~~acceptance~~in ~~procedures~~Mechanical Engineering from New Mexico State University in Las Cruces, New Mexico.

~~During~~In ~~Bel’s~~connection ~~two~~with ~~most~~Mr. ~~recent~~Smelker’s ~~fiscal~~appointment ~~years~~as ~~ended~~Company’s ~~December~~Vice 31President, ~~2023~~President ~~and~~Bel ~~2024~~Connectivity Solutions, Mr. Smelker and the ~~subsequent~~Company ~~interim~~have ~~period~~entered ~~through~~into ~~December~~an 4,Employment ~~2025,~~Agreement (the ~~date~~“Employment ~~of Deloitte’s appointment~~Agreement”), ~~neither~~effective ~~Bel,~~as ~~nor~~of ~~anyone~~January ~~on its behalf~~26, ~~consulted~~2026 ~~with~~(the ~~Deloitte~~“Effective ~~regarding: (1~~Date”), ~~either~~which outlines the ~~application~~terms of ~~accounting~~Mr. ~~principles~~Smelker’s toemployment aas ~~specified~~the ~~transaction,~~Company’s ~~either~~Vice ~~completed~~President orand ~~proposed,~~President orof ~~the~~Bel ~~type~~Connectivity ofSolutions. ~~audit~~The ~~opinion~~Employment ~~that~~Agreement ~~might~~provides bethat ~~rendered~~Mr. ~~on Bel~~Smelker’s ~~financial~~employment ~~statements,~~may ~~and~~be ~~Deloitte~~terminated ~~did~~by ~~not~~either ~~provide~~the aCompany ~~written report~~ or ~~oral~~Mr. ~~advice~~Smelker onat any ~~accounting,~~time ~~auditing~~and orfor ~~financial~~any ~~reporting~~reason; ~~issue~~provided that, ~~Deloitte~~unless ~~concluded~~Mr. ~~was~~Smelker anis ~~important~~terminated ~~factor~~for ~~considered~~Cause by(as ~~Bel~~defined in ~~reaching a decision as to~~ the ~~accounting~~Employment Agreement), ~~auditing~~dies or ~~financial~~is ~~reporting~~unable ~~issue,~~to orperform ~~(2) any~~his ~~matter~~duties ~~that~~due ~~was~~to ~~either the subject of~~ a ~~“disagreement,”~~Disability (as defined in ~~Item~~the ~~304(a~~Employment Agreement)~~(1)(iv)~~, ofeither ~~Regulation~~he ~~S-K~~or ~~and~~ the ~~related~~Company ~~instructions,~~must orgive athe ~~“reportable~~other ~~event,”~~at asleast ~~described~~60 indays’ ~~Item~~written ~~304(a)(1)(v)~~notice ofbefore ~~Regulation~~ending ~~S-K~~his employment.

Under the Employment Agreement, Mr. Smelker will receive an annual base salary of $450,000 (as in effect from time to time, “Base Salary”), subject to review no less frequently than annually by the Compensation Committee of the Board (the “Compensation Committee”) for potential increase if the Compensation Committee, in its discretion, deems appropriate. Mr. Smelker shall also be eligible (i) for target annual variable compensation with a target of 125% of Base Salary (subject to possible increase from time to time in the discretion of the Compensation Committee), but which can range from 0% to 200% of Base Salary depending on the level of achievement of applicable goals established by the Compensation Committee (which may be based on a combination of individual and Company related performance objectives), with any annual variable compensation to be paid 60% in cash and 40% in time-based restricted stock units (“RSUs”) and/or restricted shares, provided that the Compensation Committee has the discretion to change such allocation; (ii) for an annual performance share unit award grant of 75% of Base Salary (provided that the Compensation Committee shall have discretion to increase or decrease the performance share unit award grant amount for any year based on its evaluation of Mr. Smelker’s performance and/or such other factors as the Compensation Committee deems appropriate), and based on achievement of such performance objectives as the Compensation Committee in good faith deems appropriate, including without limitation objectives based on total shareholder return and/or other corporate and individual measures, and payable in such form as determined by the Compensation Committee, which may be in cash and/or equity (including RSUs and/or restricted shares with vesting conditions); (iii) to participate during the employment term in the Bel Fuse Inc. Nonqualified Deferred Compensation Plan (the “DCP”) and all employee benefit plans, practices and programs maintained by the Company for the benefit of employees generally as in effect from time to time; (iv) for a one-time signing bonus in the aggregate amount of $1,050,000 (the “Signing Bonus”). $600,000 of the Signing Bonus will be paid in the form of RSUs and/or Class B restricted shares, with the number of RSUs or shares to be determined by dividing such dollar amount by the closing price of the Class B shares on the date of grant, which shall be on or about March 16, 2026 and with such RSUs/restricted shares vesting annually over three years from the Effective Date, commencing on the one-year anniversary of the Effective Date, with continued vesting thereafter on a quarterly basis, subject to continued employment. The remaining $450,000 of the Signing Bonus (the “Cash Signing Bonus”) will be paid in cash, less applicable taxes and withholdings, within 30 days following the Effective Date, subject to repayment by Mr. Smelker of the full amount of such Cash Signing Bonus in the event of Mr. Smelker’s voluntary resignation from the Company without Good Reason (as defined in the Employment Agreement) or termination by the Company for Cause (as defined in the Employment Agreement) within 12 months following the Effective Date; (v) for reimbursement of certain covered relocation expenses in the event the Company and Mr. Smelker mutually agree upon a future relocation of his principal place of employment; and (vi) for reimbursement of up to $5,000 in legal fees related to the negotiation of the Employment Agreement.

In the event of termination, Mr. Smelker is entitled to various severance benefits depending on the circumstances. If terminated by the Company without Cause, or if he resigns for Good Reason, in each case prior to a Change in Control Event (as defined in the Company’s 2020 Equity Compensation Plan, or any successor plan), Mr. Smelker will be entitled to receive amounts accrued under the Employment Agreement and, subject to Mr. Smelker’s execution and non-revocation of a release of claims in a form acceptable to the Company (a “Release”), and compliance with the terms of the Employment Agreement, he will receive (i) continued payments of Base Salary (at the rate of Base Salary in effect immediately prior to notice of termination) for a period of 12 months payable in accordance with the Company’s normal payroll practices; (ii) pro-rata payment of his variable compensation that otherwise would have been earned for the calendar year of termination, prorated based on the number of days of employment during such year divided by 365; (iii) continued vesting of all equity awards outstanding as of the date of termination, including the equity portion of his annual variable compensation, in accordance with their applicable vesting schedules, but excluding the equity award component of the Signing Bonus if his termination of employment occurs prior to the one-year anniversary of the Effective Date; (iv) his interest in the DCP shall be fully vested and be payable in accordance with the terms of the DCP; and (v) continued health coverage at active employee rates for up to 12 months. If such a termination occurs on or within 24 months following a Change in Control Event, Mr. Smelker will be entitled to receive amounts accrued under the Employment Agreement, and subject to Mr. Smelker’s execution of a Release and compliance with the terms of the Employment Agreement, he will receive (i) a lump sum cash severance payment equal to two (2.0) times the sum of (a) his Base Salary (at the higher of the rate of Base Salary in effect immediately prior to the Change in Control Event or the date of notice of termination), and (b) his target variable compensation for the calendar year of termination; (ii) a lump sum cash payment equal to his pro-rata target variable compensation for the calendar year of separation (regardless of whether payable in cash or RSUs/restricted shares), prorated based on the number of days of employment during such year divided by 365; (iii) immediate vesting of all equity awards outstanding as of the date of termination, including the equity portion of his annual variable compensation and the equity award component of the Signing Bonus; (iv) continued health coverage at active employee rates for up to 24 months; (v) benefits under the DCP in accordance with the change in control provisions thereof; and (vi) up to $10,000 worth of reasonable outplacement services through an outplacement firm of Mr. Smelker’s choosing.

The Employment Agreement also includes provisions for confidentiality, non-competition, non-solicitation, and non-disparagement, as well as intellectual property assignment and clawback provisions.

The foregoing description of the Employment Agreement is a summary only and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

16.1	Letter to Securities and Exchange Commission from Grant Thornton LLP, dated December 10, 2025.
Exhibit No.		Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.1		Employment Agreement, dated as of January 12, 2026 and effective as of January 26, 2026, by and between Thomas Smelker and Bel Fuse Inc.
99.1		Press Release issued by Bel Fuse Inc., dated January 15, 2026.
99.2		Press Release issued by Bel Fuse Inc., dated January 15, 2026.
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: December 10, 2025	BEL FUSE INC.
Date: January 15, 2026	BEL FUSE INC.
	(Registrant)
By:	/s/ Farouq Tuweiq
	Farouq Tuweiq
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
16.1		Letter to Securities and Exchange Commission from Grant Thornton LLP, dated December 10, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.

Description

10.1	Employment Agreement, dated as of January 12, 2026 and effective as of January 26, 2026, by and between Thomas Smelker and Bel Fuse Inc.
99.1	Press Release issued by Bel Fuse Inc., dated January 15, 2026.
99.2	Press Release issued by Bel Fuse Inc., dated January 15, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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