{"url_path":"/sec/belfa/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/729580/0001213900-26-056732-index.html","accession_number":"0001213900-26-056732","cik":"0000729580","ticker":"BELFA","issuer_name":"BEL FUSE INC /NJ","edgar_url":"https://www.sec.gov/Archives/edgar/data/729580/0001213900-26-056732-index.html","primary_entity_key":"0000729580","primary_entity_name":"BEL FUSE INC /NJ"},"word_count":520,"has_tables":true,"body_markdown":"**Item 1.01.\nEntry into a Material Definitive Agreement**\n\n* *\n\n*Follow-on Offering*\n\n \n\nOn May 13, 2026, Bel Fuse, Inc. (the “Company” or “Bel”)\nentered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities,\nInc. and Wells Fargo Securities, LLC as representatives (the “Representatives”) of the underwriters listed in Schedule I thereto\n(the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 1,500,000 shares (the “Shares”)\nof its Class B common stock, par value $0.10 per share (“Class B Common Stock”), at a price to the public of $266.00 per share\n(the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, for a period\nof 30 days after the date of the Prospectus Supplement (as defined below), to purchase up to an additional 225,000 shares of Common Stock\n(the “Option Shares”) at the public offering price, less underwriting discounts and commissions.\n\n \n\nPursuant to the Underwriting\nAgreement, the directors and certain executive officers of the Company entered into agreements providing for a 60-day “lock-up”\nperiod with respect to sales of the Company’s securities, subject to certain exceptions.\n\n \n\nThe Company estimates\nthat the net proceeds from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses,\nwill be approximately $383.3 million. The Company intends to use the net proceeds from the Offering to pay down any outstanding\nindebtedness under its Credit and Security Agreement, fund the remaining 20% acquisition of Enercon Technologies, Ltd., or other\nacquisitions or partnership opportunities that may arise, and the remainder, if any, for general corporate purposes. The Company\nexpects the Offering to close on May 15, 2026, subject to the satisfaction of customary closing conditions.\n\n \n\nThe Company made certain customary representations, warranties and\ncovenants concerning the Company, the registration statement and the Prospectus Supplement in the Underwriting Agreement and also agreed\nto indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities\nAct”). The Offering is being made pursuant to a prospectus supplement, dated May 13, 2026 (the “Prospectus Supplement”),\nfiled with the Securities and Exchange Commission (“SEC”) on May 14, 2026 and an accompanying base prospectus that forms a\npart of the registration statement on Form S-3ASR (File No. 333-295813), as amended, filed with the SEC on May 12, 2026, which was effective\nupon filing with the SEC. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any\nof the Shares or the Option Shares.\n\n \n\nThe foregoing description\nof the Underwriting Agreement does not purport to be complete descriptions of the rights and obligations of the parties thereunder, and\nis qualified in its entirety by reference to the full text of the Underwriting Agreement that is filed as Exhibit 1.1 to this Current\nReport on Form 8-K, respectively, and is incorporated by reference herein. A copy of the opinion of Lowenstein Sandler LLP, relating to\nthe validity of the Shares and the Option Shares in connection with the Offering, is filed as Exhibit 5.1 to this Current Report on Form\n8-K."}