UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): ~~November~~February 143, ~~2024~~2025

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey		0-11676		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 15.0102. ~~Entry~~ ~~into~~Departure aof ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~(b) ~~information~~President ~~set~~and ~~forth~~Chief inExecutive ~~Item~~Officer ~~2.01 of this Current Report on Form 8-K under the caption “Shareholders’ Agreement” is incorporated by reference into this Item 1.01.~~Transition

~~The~~On ~~information~~February ~~set~~3, ~~forth~~2025, inDaniel ~~Item~~Bernstein 2(“Mr.03 Bernstein”) notified the Board of ~~this~~Directors ~~Current~~(the ~~Report~~“Board”) of Bel Fuse Inc. (“Bel” or the “Company”) of his intention to step down from his positions as President and Chief Executive Officer (“CEO”) of the Company, effective immediately following the Company’s 2025 Annual Meeting of Shareholders, currently scheduled to be held May 27, 2025 (the “2025 Annual Meeting”). Following his stepping down as CEO and President, Mr. Bernstein will continue to serve on ~~Form~~the ~~8-K~~Board and is ~~incorporated~~expected to be nominated by ~~reference~~the ~~into~~Board ~~this~~for ~~Item~~reelection 1as a director for an additional three-year term at the 2025 Annual Meeting in accordance with the Company's Amended and Restated By-Laws (the “By-Laws”).01 Subject to Mr. Bernstein’s reelection at the 2025 Annual Meeting, the Board has approved his appointment as Non-Executive Chairman of the Board, effective on the date of the 2025 Annual Meeting, pursuant to the terms of the Board Services Agreement as defined and described below.

The third paragraph appearing under Item 25.~~01. Completion~~02(c) ofand ~~Acquisition~~(d) orbelow, ~~Disposition~~is ofincorporated ~~Assets~~into this Item 5. 02(b) by reference.

~~Closing~~(c) ofand ~~Acquisition~~(d) Appointment of ~~Majority~~Successor ~~80%~~President ~~Stake~~and inChief ~~Enercon~~Executive ~~Technologies,~~Officer; ~~Ltd.~~Election of New Director

AsOn ~~previously~~February ~~disclosed~~3, ~~on September 18~~2025, ~~2024,~~the ~~Bel~~Board ~~Fuse~~appointed ~~Inc.~~Farouq Tuweiq (“~~Bel”~~Mr. ~~or the “Company~~Tuweiq”) ~~entered~~as ~~into~~the asuccessor ~~Share~~President ~~Purchase~~and ~~Agreement,~~CEO ~~dated as~~ of ~~September~~the 19Company, ~~2024~~effective ~~(the~~immediately ~~“Purchase~~following ~~Agreement”),~~the ~~with~~2025 ~~Enercon~~Annual ~~Technologies, Ltd~~Meeting. ~~(“Enercon”),~~As ~~FF3~~contemplated ~~Holdings,~~by ~~L.P.,~~the ~~for~~Amended ~~itself~~ and asRestated ~~Sellers’~~Employment ~~Representative~~Agreement ~~(“FF3”),~~entered ~~and~~into ~~each~~between of the ~~other~~Company ~~seller~~and ~~parties~~Mr. ~~signatory~~Tuweiq ~~thereto~~as ~~(together~~further ~~with~~described ~~FF3~~below, ~~each~~on aFebruary ~~“Seller”~~3, 2025 and ~~collectively,~~in accordance with the ~~“Sellers”).~~By-Laws, ~~The~~the ~~transactions~~Board ~~contemplated~~additionally byapproved the ~~Purchase~~expansion ~~Agreement~~of ~~(referred~~the Board to ~~collectively~~ten ~~herein~~directors asand the ~~“Transaction”)~~appointment ~~closed~~of onMr. ~~November~~Tuweiq ~~14,~~as ~~2024~~a ~~(the~~director ~~“Closing~~on ~~Date”). Under~~ the ~~terms~~Board ofin the ~~Purchase~~class ~~Agreement,~~of ondirectors ~~the~~whose ~~Closing~~terms ~~Date,~~expire ~~Bel~~at ~~acquired from~~ the ~~Sellers~~2025 ~~80%~~Annual ofMeeting, ~~the~~with ~~issued~~such expansion and ~~outstanding~~appointment ~~share~~to ~~capital~~be ofeffective ~~Enercon~~as onof athe ~~fully-diluted~~date ~~basis~~of ~~for~~the ~~(i)~~2025 aAnnual ~~cash~~Meeting. ~~purchase~~Mr. ~~price~~Tuweiq ofis ~~$320~~expected ~~million~~to ~~(subject~~be tonominated ~~customary~~by ~~adjustments),~~the ~~plus~~Board ~~(ii)~~for upelection toas ~~$10~~a ~~million~~director infor ~~potential~~a ~~earnout~~full ~~payments~~three-year ~~for~~term at the 2025~~-2026~~ ~~period~~Annual ~~(the~~Meeting ~~“Earnout~~in ~~Payments”),~~accordance aswith ~~further~~the ~~described below~~By-Laws. ~~Bel~~ ~~may~~As ~~acquire~~of the ~~remaining~~filing ~~20%~~date ~~stake~~of inthis ~~Enercon~~Current ~~and~~Report ~~has~~on ~~the~~Form ~~current~~8-K, ~~intention to~~it sois ~~purchase~~not ~~such~~currently ~~remaining~~expected ~~interest~~that byMr. ~~early~~Tuweiq ~~2027 in~~will ~~accordance~~be ~~with~~appointed ~~the terms and subject~~ to ~~the~~any ~~conditions~~committees of the ~~Shareholders’ Agreement, as defined and described below~~Board.

AtMr. ~~the~~Tuweiq, ~~closing~~42, ~~Bel~~has ~~paid~~served anas ~~aggregate~~the ofCompany’s ~~approximately~~Chief ~~$325.6~~Financial ~~million~~Officer (“CFO”) since February 15, 2021. inSince ~~cash~~July in29, ~~respect~~2021, ofMr. Tuweiq has additionally served as the ~~cash~~Company’s ~~purchase~~principal ~~price~~financial officer (~~after~~“PFO”) ~~giving~~for ~~effect~~purposes toof ~~estimated~~the ~~adjustments~~rules ~~taken~~and atregulations ~~closing~~of ~~including~~the ~~for~~Securities ~~Enercon~~and Exchange Commission, and as the Company’s ~~cash,~~Treasurer. Prior ~~indebtedness~~to joining Bel, he ~~net~~worked ~~working~~at ~~capital~~BMO ~~and~~Capital ~~unpaid~~Markets, ~~transaction~~member ~~costs~~of BMO Financial Group, where he led and ~~subject~~helped tobuild ~~further~~the ~~adjustment~~Industrial ~~post-closing)~~Technology Investment Banking practice. Mr. ~~Bel~~Tuweiq ~~funded~~spent ~~the~~his ~~closing~~banking ofcareer ~~the~~advising ~~Transaction~~public, ~~through~~private ~~cash~~equity-backed, and privately-held companies on ~~hand~~Mergers of& ~~approximately~~Acquisitions ~~$85~~and capital raising.6 Previously, ~~million~~Mr. ~~and~~Tuweiq ~~with~~worked ~~approximately~~at ~~$240~~Schneider ~~million~~Electric, ~~provided~~a ~~through~~public ~~incremental~~multinational ~~borrowings~~energy ~~under~~efficiency and automation provider, in its North American headquarters within the ~~Company’s~~FP&A ~~revolving~~group. Prior ~~credit~~to ~~facility~~that, ashe ~~amended~~worked inat ~~connection~~Ernst ~~with~~and Young, within the ~~Transaction.~~audit ~~See~~group, ~~Item~~serving 2public and private manufacturing and financial companies.03 During ofhis ~~this~~tenure, ~~Current~~he ~~Report~~worked on ~~Form~~various 8audits, review of SEC filings, IPO preparation, implementation and testing of Sarbanes-KOxley compliance and controls, ~~below~~and carve-out financials while obtaining his CPA certification. Mr. Tuweiq earned his B.A. in Finance and MS in Accounting from Michigan State University and his MBA at Georgetown University, McDonough School of Business.

~~The~~In ~~potential~~light ~~Earnout~~of ~~Payments~~Mr. ~~may~~Tuweiq’s ~~become~~upcoming ~~payable~~elevation ~~of up~~ to ~~$5 million for each of~~ the ~~fiscal~~President ~~2025~~ and ~~fiscal~~CEO ~~2026 earnout periods (each~~role, anit ~~“Earnout~~is ~~Period”),~~anticipated ~~subject~~that toMr. ~~Enercon’s~~Tuweiq ~~achievement~~will ofvacate ~~certain~~his ~~specified~~current ~~EBITDA~~role ~~targets for each respective Earnout Period,~~ as ~~calculated~~CFO ~~and~~/ ~~determined~~PFO inconcurrently ~~accordance~~ with ~~the~~his ~~Purchase~~assumption ~~Agreement. In~~of the ~~event~~CEO ~~that~~role ~~(i)~~effective ~~the~~immediately ~~target~~following ~~for~~ the ~~respective~~2025 ~~Earnout~~Annual ~~Period has been achieved~~Meeting, ~~the~~with ~~full $5 million Earnout Payment for~~ the ~~Earnout~~Board ~~Period~~having ~~shall~~initiated bea ~~payable,~~search orprocess ~~(ii)~~to ~~achievement~~identify ~~for~~a ~~the~~successor ~~respective~~CFO ~~Earnout~~/ ~~Period~~PFO ~~is at least 90% of the target level but less than 100% of the target level, then the amount payable in respect of the Earnout Payment~~ for ~~such Earnout Period shall be $2.5 million. In~~ the ~~event that achievement for the respective Earnout Period is less than 90% of the target level, no Earnout Payment shall be due for such period~~Company.

~~Enercon~~CEO isEmployment a leading supplier of highly customized power conversion and networking solutions to aerospace and defense markets globally, providing robust and reliable solutions across air, land and sea applications. Enercon is based in Netanya, Israel with additional facilities in New Hampshire, U.S. and Haryana, India.Agreement

~~The~~In ~~foregoing~~connection ~~description~~with ofMr. ~~the~~Tuweiq’s ~~Purchase~~appointment ~~Agreement~~as isPresident ~~qualified~~and inCEO, ~~its~~Mr. ~~entirety~~Tuweiq byand ~~reference to~~ the ~~full~~Company ~~text~~have ofentered ~~the~~into ~~Purchase~~an ~~Agreement,~~Amended aand ~~copy~~Restated ofEmployment ~~which~~Agreement is(the ~~filed~~“Employment ~~herewith~~Agreement”), asdated ~~Exhibit~~February ~~2.1~~3, ~~and~~2025 is(the ~~incorporated~~“Agreement ~~herein~~Date”), bywhich ~~reference.~~outlines Itthe isterms ~~not~~of ~~intended~~Mr. toTuweiq’s ~~provide~~employment ~~any~~as ~~other~~President ~~factual~~and ~~information~~CEO ~~about~~of Bel, ~~the~~effective ~~Sellers,~~immediately ~~Enercon,~~following ~~their~~the ~~respective~~2025 ~~businesses,~~Annual orMeeting. ~~the~~The ~~actual~~Employment ~~conduct~~Agreement ofprovides ~~their~~for ~~respective~~an ~~businesses~~initial asterm of ~~any~~three ~~date~~(3) oryears ~~for~~which ~~any~~will ~~period.~~automatically ~~The~~renew ~~Purchase~~for ~~Agreement~~successive ~~contains~~one-year ~~representations~~terms ~~and~~unless ~~warranties~~terminated ~~that~~in ~~are~~accordance ~~the~~with ~~product~~its ofterms ~~negotiations~~or ~~among~~either ~~the~~party ~~parties~~provides ~~thereto~~notice ~~and are solely for the benefit~~ of ~~each~~non-renewal ~~other~~at asleast ofone ~~specified~~hundred ~~dates.~~and ~~The~~twenty ~~statements~~(120) ~~contained~~calendar indays ~~those~~before ~~representations~~the ~~and~~expiration ~~warranties~~of ~~are~~the ~~subject~~then-current toterm. ~~qualifications~~Unless ~~and~~otherwise ~~limitations~~determined ~~agreed to~~ by the ~~respective~~Board, ~~parties~~Mr. ~~and~~Tuweiq ~~are~~shall also ~~qualified~~serve inas ~~important~~CEO ~~part~~of byeach ~~confidential~~of ~~disclosure~~the ~~schedules~~Company’s ~~delivered~~subsidiaries. byThe ~~the~~Employment ~~respective~~Agreement ~~parties~~also toprovides ~~the~~that ~~Purchase~~during ~~Agreement.~~the ~~The~~employment ~~representations~~term, ~~and~~the ~~warranties~~Board ~~may~~shall ~~have~~nominate ~~been~~Mr. ~~made~~Tuweiq for ~~the~~appointment ~~purpose~~to ofthe ~~allocating~~Board, ~~contractual~~and ~~risk~~recommend ~~between~~to the ~~parties~~Company’s toshareholders, the ~~agreements~~appointment ~~instead~~and reappointment of ~~establishing~~Mr. ~~these~~Tuweiq ~~matters~~to asthe ~~facts,~~Board ~~and~~upon ~~may~~each besuccessive ~~subject~~conclusion ~~to standards~~ of ~~materiality~~his ~~applicable~~term toof ~~the~~service ~~contracting~~as ~~parties~~a ~~that~~member ~~differ~~of ~~from~~the ~~those applicable to investors~~Board.

~~Shareholders~~Under the Employment Agreement, Mr. Tuweiq will receive an annual base salary of $600,000, subject to review no less frequently than annually by the Compensation Committee of the Board (the “Compensation Committee”) for potential increase (but not decrease) if the Compensation Committee, in its discretion, deems appropriate. Mr. Tuweiq shall also be eligible (i) for target annual variable compensation of $1,600,000 (which is subject to upward adjustment from time to time in the discretion of the Compensation Committee), which can range from 0% to 200% of the target 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 determined to have been earned to be paid half in cash and half 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 Long-Term Performance Award of $1,200,000, payable in cash and/or equity (including RSUs and/or restricted shares with vesting conditions), provided that the Compensation Committee shall have discretion to increase or decrease the Long-Term Performance Award grant amount for any year based on its evaluation of Mr. Tuweiq’s performance and/or such other factors as the Compensation Committee deems appropriate; and (iii) to continue to participate in the Company’s Nonqualified Deferred Compensation Plan (the “DCP”). Mr. Tuweiq will receive an annual transportation allowance of $15,000 and reimbursement for up to $10,000 in legal fees related to the negotiation of the Employment Agreement. In recognition of Mr. Tuweiq’s promotion as CEO, upon the Agreement Date, he will also be awarded RSUs and/or restricted shares under the Company’s 2020 Equity Compensation Plan (the “Company Equity Plan”) with respect to a number of Class B Shares having a value of $1,500,000, determined based on the closing price of Class B Shares on the Agreement Date (the “Promotion Award”), 1/3rd of which will vest on the one-year anniversary of the start date of Mr. Tuweiq’s tenure as President and CEO and the balance of which will vest in monthly installments of 1/24th per month thereafter.

In ~~connection~~the ~~with~~event ~~and~~of astermination, aMr. ~~condition~~Tuweiq is entitled to ~~closing~~various ~~the~~severance ~~Transaction,~~benefits depending on the ~~Closing~~circumstances. ~~Date~~If terminated by the Company without Cause (as defined in the Employment Agreement), ~~Bel~~including ~~Power~~if ~~Solutions~~terminated upon expiration of the employment term due to the Company’s issuance of a non-renewal notice, or if he resigns for Good Reason (as defined in the Employment Agreement), in each case prior to a change in control, Mr.~~r.o.~~ Tuweiq will be entitled to receive amounts accrued under the Employment Agreement and, ~~Bel~~subject to Mr. Tuweiq’s ~~subsidiary~~execution ~~utilized~~and asnon-revocation ~~the~~of ~~purchaser~~a ~~vehicle~~release of claims in a form acceptable to the ~~Transaction~~ Company (asa “Release”), and compliance with the ~~owner~~terms of ~~80%~~the ofEmployment Agreement, he will receive (i) severance pay equal to two (2) times the ~~share~~sum ~~capital~~of his base salary and cash portion of ~~Enercon~~his target annual variable compensation, ~~sometimes~~(ii) ~~referred~~a lump sum cash payment equal to ~~hereinafter~~his pro-rata target variable compensation for ~~purposes~~the calendar year of ~~this~~termination, ~~discussion~~(iii) ascontinued ~~the~~vesting ~~“BF~~of ~~Party”~~all oroutstanding asequity ~~“Bel”)~~awards, including the Promotion Award and ~~FF3~~the equity portion of his annual variable compensation, (asiv) the ~~owner~~full vesting of ~~20%~~all restricted shares awarded under those certain Restricted Stock Award Agreements dated May 15, 2021 and November 15, 2022, respectively (the “2021 and 2022 RSA Awards”), (v) full vesting of Mr. Tuweiq’s interest in the ~~share~~DCP, ~~capital~~payable in accordance with the terms of ~~Enercon~~the DCP, and (vi) continued health coverage at active employee rates for up to twenty-four (in24) months. If such ~~capacity,~~ a termination occurs on or within twenty-four (24) months following a Change in Control Event (as defined in the ~~“FF~~Company ~~Party”~~Equity Plan), ~~entered~~Mr. ~~into~~Tuweiq awill ~~Shareholders~~be entitled to receive amounts accrued under the Employment Agreement, and subject to Mr. Tuweiq’s execution of a Release and compliance with the terms of the Employment Agreement, he will receive (i) three (3) times the ~~“Shareholders’~~sum ~~Agreement”~~of his base salary and cash portion of his target annual variable compensation, (ii) a lump sum cash payment equal to his pro-rata target variable compensation for the calendar year of termination, (iii) full vesting of all outstanding equity awards granted to ~~govern~~Mr. ~~their~~Tuweiq, ~~relationship~~including asthe ~~shareholders~~equity portion of ~~Enercon~~his annual variable compensation, the Promotion Award and ~~certain~~the ~~other~~2021 ~~matters~~and ~~concerning~~2022 RSA Awards, (iv) full vesting of his interest in the ~~management~~DCP, payable in accordance with its terms, (v) continued health coverage at active employee rates for up to thirty-six (36) months, and ~~affairs~~(vi) up to $25,000 worth of ~~Enercon~~outplacement services through an outplacement firm of Mr. Tuweiq’s choosing.

~~Among~~The ~~other~~Employment ~~matters, the Shareholders’~~ Agreement ~~sets~~also ~~forth~~includes aprovisions ~~put-call~~for ~~mechanism pursuant to which Bel may purchase the remaining 20% interest in Enercon~~confidentiality, ~~in accordance with the terms and subject to the conditions thereof. Among other terms~~non-competition, ~~(i) Bel is provided with an initial call option (exercisable from the Closing Date through the end of February 2025) to purchase the remaining 20% interest in Enercon (the “Initial Call Option”)~~non-solicitation, (ii) Bel is provided with a deferred call option to purchase the remaining 20% interest in Enercon (the “Deferred Call Option”), exercisable during the first quarter of 2027 (with such exercise period subject to extension for completion of the calculation of applicable Enercon EBITDA metrics where appliable) (the “Deferred Exercise Period”), and (iii) the FF Party is provided with a put option (exercisable during the Deferred Exercise Period) to sell the remaining 20% interest in Enercon to Bel (the “Deferred Put Option” and together with the Deferred Call Optionnon-disparagement, aas ~~“Deferred~~well Closing”). A purchase by Bel pursuant to the Deferred Closing mechanism is subject to potential acceleration in the event of certain specified corporate transactions and other events, including (i) if the BF Party enters into any transaction pursuant to which it ceases to hold either a majority of the outstanding share capital of Enercon or the right to appoint a majority of the directors of Enercon; or (ii) subject to certain exceptions as ~~provided~~intellectual inproperty ~~the~~assignment ~~Shareholders’ Agreement, if Daniel Bernstein sells 25% or more of his shares in Bel, or any third party acquires both a majority of the outstanding share capital of Bel~~ and ~~the~~clawback ~~right to appoint a majority of the directors of Bel~~provisions.

~~Bel’s~~The ~~purchase~~foregoing ~~price~~description ~~for~~of the ~~remaining~~Employment ~~20%~~Agreement ~~interest~~is ~~in Enercon, if completed pursuant to the Initial Call Option, will be~~ a ~~base~~summary ~~amount~~only ~~equal~~and tois ~~(x)~~qualified ~~$80~~in ~~million~~its ~~(subject~~entirety toby ~~adjustments~~reference to ~~true-up~~ the ~~estimated~~full ~~purchase~~text ~~price adjustments at the Closing Date to the final values, applied at the pro rata 20% level), plus (y) an amount equivalent to 6% interest per annum from the Closing Date to the payment~~ of the ~~consideration~~Employment ~~for the Initial Call Option~~Agreement, ~~less~~which ~~(z)~~is ~~the~~filed ~~amount~~as ofExhibit ~~dividends~~10.1 ~~or similar payments, if any, made~~ to ~~the~~this FFCurrent ~~Party~~Report inon ~~relation~~Form to8-K ~~the Initial Call Option shares following the Closing Date~~ and ~~prior~~is toincorporated ~~their~~herein ~~purchase~~by ~~plus an amount equivalent to 6% interest per annum from the date of payment of each dividend to the payment of the consideration for the Initial Call Option~~reference.

Bel’s purchase price for the remaining 20% interest in Enercon, if completed pursuant to a Deferred Closing, will be determined pursuant to the calculation mechanism as set forth in the Shareholders’ Agreement. For a Deferred Call Option or Deferred Put Option, the formula provides for a purchase price based on 20% of the sum of (ie) ~~10.65%~~Letter ~~multiplied~~Agreements bywith ~~Enercon’s 2026 EBITDA (as defined in the Shareholders’ Agreement) plus (ii) the Deferred Closing Balance Sheet Amount (as defined in the Shareholders’ Agreement)~~Mr. Bernstein

~~The~~Transition ~~Shareholders’~~ Agreement also sets forth the agreement of Bel and the FF Party on certain other terms governing their rights as shareholders of Enercon and the governance of the post-closing business of Enercon. As to Enercon’s governance, the Shareholders’ Agreement provides that Enercon’s board of directors will consist of a minimum of five members, with Bel having designation rights with respect to up to three directors (and in any event a majority of the Enercon directors), and the FF Party having designation rights with respect to up to two directors, who shall be partners or senior employees of the FF Party (with the initial FF Party directors being Shmoulik Barashi and Yochai Hacohen). The Shareholders’ Agreement provides that any distribution by way of dividend shall be effectuated by Enercon to its shareholders pro rata by their respective shareholdings.

~~The~~To ~~Shareholders’~~ensure ~~Agreement~~a ~~also~~smooth ~~includes~~transition ~~certain~~of ~~agreements~~the CEO position, on February 3, 2025, the Company and ~~covenants~~Mr. byBernstein entered into a letter agreement (the FF“Transition ~~Party,~~Agreement”) ~~for~~which sets forth the ~~time~~terms itand ~~remains~~conditions aof ~~shareholder~~(i) Mr. Bernstein’s remaining term of ~~Enercon~~employment as CEO (the “Employment Period”) which will continue until immediately following the 2025 Annual Meeting (the “Effective Date”), and ~~for~~(ii) ~~certain~~transition ~~periods~~services ~~thereafter~~to be provided by Mr. Bernstein during the one-year period following the Effective Date (the “Transition Period”). Among other things, the Transition Agreement provides that in addition to ~~refrain~~his ~~from~~duties ~~soliciting~~as ~~certain~~CEO, ~~service~~during ~~providers~~the Employment Period and ~~other~~through ~~specified~~the ~~persons~~Transition ~~associated~~Period, ~~with~~Mr. ~~Enercon~~Bernstein will assist the Company in transitioning his CEO duties to his successor in such role, orMr. ~~any~~Tuweiq, to ensure a smooth and effective transition of ~~Enercon~~Mr. Bernstein’s ~~customers~~duties orand ~~suppliers~~responsibilities to Mr. Tuweiq, mentoring Mr. Tuweiq, serving as a liaison between the Board and toMr. ~~refrain~~Tuweiq, ~~from~~and ~~conducting~~providing ~~certain~~such ~~business~~other ~~activities~~services ~~that~~as ~~compete~~may be reasonably requested by Mr. Tuweiq or the Board in connection with the ~~Enercon~~transition ~~business~~(collectively, ~~subject~~the “Transition Services”). Mr. Bernstein will cease to ~~certain~~be ~~exceptions~~an asemployee ~~described~~and inofficer of the ~~Shareholders’~~Company ~~Agreement~~upon the Effective Date.

With respect to the Employment Period through the Effective Date, the Transition Agreement provides that Mr. Bernstein will continue to receive compensation and be provided perquisites and employee benefits commensurate with that which is in effect as of the date of the Transition Agreement. The ~~Shareholders’~~Transition Agreement further provides that Mr. Bernstein’s performance incentive award for ~~termination~~2024 will be $1.5 million, payable 50% in cash and 50% in equity in accordance with past practice, and that for 2025, his target performance incentive award will be $900,000 (that is, 150% of his current annual base salary), with the actual amount of such performance incentive award, as determined by the Compensation Committee, to be based on the ~~occurrence~~Company’s performance during the entire 2025 year and prorated based on his period of ~~certain~~employment ~~events~~from January 1, 2025 through June 30, 2025, with the percentage achievement of his 2025 target performance incentive identical to that of the then current CEO’s 2025 target performance incentive, up to Mr. Bernstein’s maximum percentage of 150%, payable 50% in cash and 50% in shares of Class B common stock in accordance with the time and manner that performance incentive awards are paid to other senior executive officers, but no later than March 15, 2026. All outstanding stock awards granted to Mr. Bernstein will continue to vest during the Employment Period and during his service as a member of the Board; provided that all such awards granted with respect to his employment with the Company that are outstanding as of the expiration of the Transition Period, including ~~where~~awards ~~Enercon~~for ~~has~~2024 ~~only~~and ~~one~~2025, ~~shareholder~~shall, to the extent not then vested, vest upon the two-year anniversary of the Effective Date. The Company will additionally reimburse Mr. Bernstein for up to $10,000 of legal fees in connection with the review and negotiation of the Transition Agreement.

~~The~~In ~~foregoing~~consideration ~~description~~for ofMr. ~~the Shareholders~~Bernstein’s ~~Agreement~~continued isservices ~~qualified~~during inthe ~~its~~Employment ~~entirety~~Period byand ~~reference~~the toTransition Services, and the ~~full~~other ~~text~~terms and conditions of the ~~Shareholders’~~Transition Agreement, provided that Mr. Bernstein executes and does not revoke a ~~copy~~Release and complies with the terms of ~~which~~the isTransition ~~filed~~Agreement, ~~herewith~~commencing ason ~~Exhibit~~the 10Effective Date and continuing during the Transition Period, the Company will pay Mr.1 Bernstein, as transition pay, $510,000, which amount will be paid ratably in accordance with the Company’s regular payroll practices; and isprovide ~~incorporated~~him ~~herein~~with bycontinued ~~reference~~health coverage at active employee rates for up to twenty-four (24) months.

~~Item~~The ~~2.03. Creation~~Transition ofAgreement aalso ~~Direct~~binds ~~Financial~~Mr. ~~Obligation~~Bernstein orto anconfidentiality, ~~Obligation~~non-competition, ~~under~~non-solicitation, ~~an Off~~and non-~~Balance Sheet~~disparagement ~~Arrangement~~obligations ofand athe ~~Registrant~~Company’s Compensation Recovery Policy.

~~Financing~~The foregoing description of ~~Transaction~~the Transition Agreement is a summary only and ~~Amendment~~is qualified in its entirety by reference to ~~Credit~~the full text of the Transition Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Bel~~Non-Executive ~~funded~~Chairman ~~the~~Services ~~closing of the Transaction pursuant to the Purchase~~ Agreement through cash on hand of approximately $85.6 million and with approximately $240 million provided through incremental borrowings under the Company’s revolving credit facility, as amended as described below.

~~Bel~~The isterms aof ~~party~~Mr. toBernstein’s ~~that~~appointment ~~certain~~as ~~Amended~~Non-Executive ~~and~~Chairman ~~Restated~~of ~~Credit~~the ~~and~~Board ~~Security~~are ~~Agreement,~~outlined byin ~~and~~a ~~among~~letter ~~the~~agreement ~~Company~~regarding Non-Executive Chairman services, dated as ~~the~~of ~~borrower~~February 3, ~~KeyBank~~2025, ~~National~~between ~~Association~~the Company and Mr. Bernstein (the “~~KeyBank~~Board Services Agreement”). Pursuant to the Board Services Agreement, Mr. Bernstein’s appointment as ~~administrative~~Non-Executive ~~agent,~~Chairman ~~swing~~of ~~line~~the ~~lender~~Board ~~and~~is ~~issuing~~effective ~~lender,~~commencing ~~and~~on the ~~other~~date ~~lenders~~of ~~identified~~the ~~therein~~2025 Annual Meeting and continues for a term ending on the earlier of (asi) ~~amended,~~the ~~restated~~date of the Company’s 2027 Annual Meeting of Shareholders, or ~~otherwise~~(ii) ~~modified~~the ~~from~~date ~~time~~Mr. Bernstein ceases to ~~time,~~be a director of the ~~“Credit~~Board ~~Agreement~~(the “Term”). The Board may invite Mr. Bernstein to serve as Non-Executive Chairman for an additional period, ~~and~~in which, ~~prior~~case tothe Board Services Agreement will automatically renew for such further period of appointment. In the ~~amendments~~Non-Executive ~~described~~Chairman ~~below~~role, ~~had~~Mr. ~~provided~~Bernstein will be responsible for aattending ~~$175~~and ~~million~~chairing ~~5-year~~Board ~~senior~~and ~~secured~~shareholder ~~revolving~~meetings, ~~credit~~shaping ~~facility~~and ~~(inclusive~~overseeing ofBoard ameeting ~~sublimit~~agendas, ensuring alignment with key governance and strategic priorities, leading executive sessions of upindependent directors (provided that the Board and the independent directors reserve the right to ~~$10~~have ~~million~~meetings ~~available~~attended ~~for~~solely ~~letters~~by ofindependent ~~credit~~directors and in no event shall Mr. Bernstein be permitted to vote on a ~~sublimit~~matter ofrequiring upa vote solely by independent directors, and his participation in executive sessions shall be further limited to $5the ~~million~~extent ~~available~~necessary ~~for~~to ~~swing~~ensure ~~line~~compliance ~~loans~~with applicable law, regulations and listing standards), (taking reasonable measures to enable the ~~“Maximum~~Board ~~Revolving~~to ~~Amount”)~~address key governance and strategic issues, facilitating effective communication among Board members and between executive and non-executive directors, and carrying out such other duties commensurate with the position as may be reasonably requested by the Board or are customary for the position.

OnFor ~~November~~his ~~14,~~service ~~2024,~~as ~~Bel~~a ~~entered~~non-executive ~~into~~member aof ~~Third~~the ~~Amendment~~Board, ~~Agreement~~during (the ~~“Third~~first ~~Amendment”)~~year toof the ~~Credit~~Term, ~~Agreement~~Mr. Bernstein will be paid an annual cash retainer fee of $40,000, ~~which~~and ~~makes~~thereafter ~~certain~~he ~~amendments~~will toreceive the ~~Credit~~then ~~Agreement~~prevailing ~~including~~Board ~~(i)~~retainer ~~increasing~~fee. The annual cash retainer fee will be paid quarterly in the ~~Maximum~~manner ~~Revolving~~applicable ~~Amount~~to ~~from~~such ~~$175~~retainers ~~million~~payable to other members of the Board. During the Term, Mr. Bernstein will receive an annual Chair premium of $~~325~~50,000 ~~million~~payable in ~~accordance~~the ~~with~~same ~~Section~~manner 2as Board retainer fees.~~10(b)(i)(A)~~ In addition, Mr. Bernstein will receive an annual equity retainer in shares of the ~~Credit~~Company’s ~~Agreement~~Class inB ~~order~~Common toStock ~~finance~~equal to the ~~Transaction~~greater of (i) 1,000 ~~and~~Class B shares, or (ii) ~~making~~a ~~loans~~number ~~under~~of Class B shares having a fair market value equal to the ~~new~~then-prevailing ~~Revolving~~Board ~~Credit~~annual ~~Commitments~~equity retainer fee (currently $70,000), issued on or as ~~defined~~soon inas administratively practicable following the ~~Third~~Effective ~~Amendment)~~Date ~~established~~and ineach ~~connection~~annual ~~with~~anniversary ~~the~~thereof. ~~Transaction,~~Each ~~concurrently~~annual ~~with~~equity ~~the~~retainer ~~effectiveness~~shall be subject to such vesting conditions as are applicable to equity retainers of non-executive members of the ~~Third~~Board ~~Amendment,~~generally. inBoard anretainer ~~aggregate~~fees ~~principal~~shall ~~amount~~be prorated for partial years of ~~$240~~service ~~million. Following~~on the ~~increase~~Board. toAdditionally, the ~~Maximum~~Company ~~Revolving~~shall ~~Amount~~reimburse Mr. Bernstein for all reasonable and ~~after~~properly ~~giving~~documented ~~effect~~expenses toincurred in performing the ~~extension~~duties of ~~credit~~his ~~afforded~~office. byMr. Bernstein is subject to standard confidentiality obligations under the ~~additional~~Board ~~loans~~Services ~~provided~~Agreement. ~~pursuant~~The toBoard Services Agreement obligates the ~~Third~~Company ~~Amendment~~to maintain reasonable directors’ and officers’ liability insurance for Board members, and provides that Mr. Bernstein will be fully entitled to the ~~aggregate~~benefits ~~outstanding~~of ~~principal~~indemnification ~~balance~~and ~~under~~exculpation to the ~~Credit~~fullest ~~Agreement~~extent ~~was~~permitted ~~approximately~~by ~~$300~~law ~~million~~and the By-Laws.

~~Pursuant~~The toforegoing ~~the~~description ~~Third~~of ~~Amendment,~~ the ~~parties~~Board ~~additionally~~Services ~~agreed~~Agreement tois ~~the text of~~ a ~~Conformed~~summary ~~Amended~~only and ~~Restated~~is ~~Credit~~qualified ~~and~~in ~~Security~~its ~~Agreement~~entirety ~~(the~~by ~~“Conformed~~reference ~~Amended~~to ~~and Restated Credit and Security Agreement”), which restates~~ the full text of the ~~Credit~~Board Services Agreement, sowhich asis tofiled ~~reflect and integrate the changes implemented pursuant to the Third Amendment,~~ as ~~well~~Exhibit as10.3 ~~the changes implemented pursuant~~ to ~~the~~this ~~previously~~Current ~~disclosed~~Report ~~First~~on ~~Amendment~~Form ~~Agreement~~8-K ~~dated as of January 12, 2023~~ and ~~the~~is ~~Second~~incorporated ~~Amendment~~herein ~~Agreement~~by ~~dated September 18, 2024~~reference.

The foregoing description of the Third Amendment, and of the resulting amendments to the Credit Agreement, is qualified in its entirety by reference to the full texts of the Third Amendment and the Conformed Amended and Restated Credit and Security Agreement, copies of which are filed herewith as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On ~~November~~February 143, ~~2024~~2025, the Company issued a press release ~~announcing~~regarding Mr. Bernstein’s decision to step down from his position as the ~~closing~~Company’s President and CEO, and Mr. Tuweiq’s appointment as the Company’s successor CEO, in each case effective immediately following the 2025 Annual Meeting. The press release also addressed Mr. Bernstein’s appointment as Non-Executive Chairman of the ~~Transaction~~Board, expected to commence on the date of the 2025 Annual Meeting, and the Board’s approval of the expansion of the Board to ten directors and appointment of Mr. Tuweiq to the Board, effective the date of the 2025 Annual Meeting. A copy of ~~the~~this press release is attached ~~hereto~~ as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated ~~herein~~into this Item 7.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The Company intends to file the financial statements required by Item 9.01(a) by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed with respect to the closing of the Transaction.

(b) Pro forma financial information.

The Company intends to file the pro forma financial information relating to the Transaction required by Item 9.01(b) by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed with respect to the closing of the Transaction.

(d) Exhibits.

Exhibit No. Description

Exhibit No.	Description
10.1	Amended and Restated Employment Agreement, dated as of February 3, 2025, by and between Bel Fuse Inc. and Farouq Tuweiq.
10.2	Letter Agreement Regarding Transition Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein.
10.3	Letter Agreement Regarding Non-Executive Chairman Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein.
99.1	Press Release issued by Bel Fuse Inc., dated February 3, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2.1		Share Purchase Agreement, dated as of September 19, 2024, by and among Bel Fuse Inc., Enercon Technologies Ltd., and the Shareholders of Enercon Technologies Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2024)*
10.1		Shareholders’ Agreement, dated November 14, 2024, by and among Bel Power Solutions s.r.o., FF3 Holdings, L.P., and Enercon Technologies Ltd.*
10.2		Third Amendment Agreement, dated November 14, 2024, to Amended and Restated Credit and Security Agreement, dated September 2, 2021, by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, as amended.
10.3		Conformed Amended and Restated Credit and Security Agreement, dated as of September 2, 2021 (reflecting changes thereto pursuant to First Amendment Agreement dated as of January 12, 2023, Second Amendment Agreement dated as of September 18, 2024, and Third Amendment Agreement dated as of November 14, 2024), by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein*
99.1		Press Release, dated November 14, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

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: November 20, 2024	BEL FUSE INC.
Date: February 7, 2025	BEL FUSE INC.
	(Registrant)
By:	/s/Daniel Bernstein
	Daniel Bernstein
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description	~~Description~~
2.1		Share Purchase Agreement, dated as of September 19, 2024, by and among Bel Fuse Inc., Enercon Technologies Ltd., and the Shareholders of Enercon Technologies Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2024)*
10.1	Amended and Restated Employment Agreement, dated as of February 3, 2025, by and between Bel Fuse Inc. and Farouq Tuweiq.
10.1		Shareholders’ Agreement, dated November 14, 2024, by and among Bel Power Solutions s.r.o., FF3 Holdings, L.P., and Enercon Technologies Ltd.*
10.2	Letter Agreement Regarding Transition Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein.
10.2		Third Amendment Agreement, dated November 14, 2024, to Amended and Restated Credit and Security Agreement, dated September 2, 2021, by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, as amended.
10.3	Letter Agreement Regarding Non-Executive Chairman Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein.
10.3		Conformed Amended and Restated Credit and Security Agreement, dated as of September 2, 2021 (reflecting changes thereto pursuant to First Amendment Agreement dated as of January 12, 2023, Second Amendment Agreement dated as of September 18, 2024, and Third Amendment Agreement dated as of November 14, 2024), by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein*
99.1	Press Release issued by Bel Fuse Inc., dated February 3, 2025.
99.1		Press Release, dated November 14, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

Filing Compare · BEL FUSE INC /NJ