Belden to Acquire RUCKUS Networks from Vistance Networks, Accelerating its Transformation into a Full-Stack Networking Solutions Provider (Form 8-K)

Belden to Acquire RUCKUS Networks from Vistance Networks, Accelerating its Transformation into a Full-Stack Networking Solutions Provider

•Acquires RUCKUS Networks from Vistance Networks for approximately $1.85 billion

•Adds industry-leading Wi-Fi and enterprise switching to serve as a significant growth catalyst

•Establishes Belden as a leading provider of complete, end-to-end IT/OT networking solutions

•Immediately accretive to Adjusted EPS; expands Adjusted Gross Margin and Adjusted EBITDA Margin in the first full year following close

•Clear path to rapid de-levering, with net leverage of ~1.5x by 2029

•Investor conference call scheduled for 8:30 am ET

ST. LOUIS-(BUSINESS WIRE)-April 30, 2026 - Belden Inc. (NYSE: BDC) ("Belden" or the "Company"), a leading global supplier of specialty networking solutions, today announced it has entered into a definitive agreement to acquire RUCKUS Networks ("RUCKUS"), a global provider of intelligent network solutions, from Vistance Networks (Nasdaq: VISN) ("Vistance") for approximately $1.85 billion. The acquisition establishes Belden as a leading provider of complete, end-to-end IT/OT networking solutions.

RUCKUS is a leading provider of enterprise networking solutions delivering purpose-built connectivity for high-density, mission-critical environments, serving more than 48,000 customers globally. RUCKUS offers an integrated portfolio of Wi-Fi, enterprise switching and an AI-driven cloud networking platform that enables organizations to optimize performance, simplify operations and securely connect users and devices. RUCKUS is known for its differentiated technology, strong channel ecosystem and focus on reliability and user experience at scale.

"The addition of RUCKUS brings a leading provider of purpose-driven enterprise networks to Belden and accelerates our transformation into a full-stack networking solutions provider," said Ashish Chand, President and CEO of Belden. "RUCKUS offers proven, differentiated Wi-Fi and enterprise switching technology that our customers in hospitality, education and healthcare are actively demanding, allowing us to deliver a more complete, end-to-end networking solution. Equally important, these same capabilities create a powerful opportunity to bring high-performance wireless and switching to our industrial customers, who are increasingly looking to converge their IT and OT environments. Together, Belden and RUCKUS will deliver a broader, higher-value networking solution for customers across enterprise and industrial environments, while strengthening our financial profile, generating strong free cash flow that supports rapid de-levering, and creating meaningful long-term value for stockholders."

Compelling Strategic and Financial Opportunities:

•Significant Growth Catalyst: Adds industry-leading Wi-Fi and enterprise switching capabilities that directly strengthen the Company's solutions offering across core enterprise growth verticals, including hospitality, education and healthcare.

•Expands Total Addressable Market: RUCKUS adds Wi-Fi and enterprise switching technology, product categories Belden does not currently offer, to markets where Belden already operates, meaningfully expanding the combined organization's addressable opportunity. The combination positions Belden to deliver a more complete, higher-value active networking solution spanning enterprise campuses, high-density public venues and industrial facilities.

•Capitalizes on Industrial Opportunity: RUCKUS' proven high-performance networking platform creates a compelling opportunity to extend best-in-class wireless and switching into Belden's industrial customer base, where demand for converged IT and OT connectivity is accelerating.

•Delivers Compelling Financial Profile: RUCKUS' high-margin profile is expected to drive accretion to Belden's gross margins, Adjusted EBITDA margins, and Adjusted Earnings Per Share, representing a meaningful enhancement in Belden's financial profile.

•Clear Path to Rapid De-levering: Combined with Belden's strong free cash flow generation and RUCKUS' high cash conversion, the Company expects to reduce net leverage to below 3.0x within the first full year following close, and to reach its long-term target of approximately 1.5x by 2029. Belden will prioritize debt paydown while maintaining its commitment to disciplined capital allocation.

At approximately 13x projected 2026 Adjusted EBITDA, the transaction reflects a disciplined and attractive entry point for a high-margin, high-growth asset. RUCKUS brings a high-quality financial profile to the combined company, with high-single-digit revenue growth, gross margins above 60%, and Adjusted EBITDA margins above 20% in the first full year of ownership, each meaningfully above Belden's current profile. As a result, the transaction is expected to be immediately accretive to Adjusted Earnings Per Share. The acquisition is also expected to serve as a growth accelerator, further advancing Belden's long-term financial framework.

Transaction Details

The acquisition was approved by both companies' Boards of Directors and is expected to close in the second half of 2026, subject to customary closing conditions, and the receipt of certain regulatory approvals.

Belden has obtained fully committed debt financing from J.P. Morgan that provides the Company flexibility to optimize its permanent capital structure between signing and closing based on market conditions.

Belden's disciplined capital allocation and strong free cash flow generation support a clear path to de-levering post-close. With a combined Adjusted EBITDA base of approximately $650 million and RUCKUS' high free cash flow conversion, Belden expects net leverage (a non-GAAP measure) to decline below 3.0x within the first full year after close, and to reach its long-term target of approximately 1.5x by 2029. Consistent with this priority, Belden intends to temporarily pause share repurchases until leverage returns closer to our long-term target.

First Quarter 2026 Financial Results

In a separate press release issued today, Belden announced its first quarter 2026 financial results. The press release is available via Belden's investor relations website.

Conference Call

Management will host a conference call today at 8:30 am ET to discuss the acquisition as well as the Company's first quarter 2026 financial results. The listen-only audio of the conference call will be broadcast live online at https://investor.belden.com. The dial-in number for participants is 1-800-330-6710 with confirmation code 5588336. A replay of this conference call will remain accessible in the investor relations section of the Company's website for a limited time.

Advisors

Lewis Rice is serving as lead legal advisor and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Belden.

Non-GAAP Financial Measures

This release includes certain non-GAAP financial measures, including adjusted gross margin, adjusted EBITDA, adjusted EBITDA margin and net leverage. Non-GAAP financial measures are adjusted for certain items, including: asset impairments; accelerated depreciation expense due to plant consolidation activities; purchase accounting effects related to acquisitions, such as the adjustment of acquired

inventory to fair value, and transaction costs; severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and assets; amortization of intangible assets; gains (losses) on debt extinguishment; certain gains (losses) from patent settlements; discontinued operations; and other costs. We adjust for the items listed above unless the impact is clearly immaterial to our financial statements. When we calculate the tax effect of the adjustments, we include all current and deferred income tax expense commensurate with the adjusted measure of pre-tax profitability. We utilize the adjusted measures to review our ongoing operations without the effect of these adjustments and for comparison to budgeted operating results. We believe the adjusted measures are useful to investors because they help them compare our results to previous periods and provide important insights into underlying trends in the business and how management oversees our business operations on a day-to-day basis. As an example, we adjust for acquisition-related expenses, such as amortization of intangibles and impacts of fair value adjustments because they generally are not related to the acquired business' core business performance. As an additional example, we exclude the costs of restructuring programs, which can occur from time to time for our current businesses and/or recently acquired businesses. We exclude the costs in calculating adjusted measures to allow us and investors to evaluate the performance of the business based upon its expected ongoing operating structure. We believe the adjusted measures, accompanied by the disclosure of the costs of these programs, provide valuable insight. Non-GAAP financial measures should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States. Belden does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.