Rogers Corp 10-K for FY2025
Rogers Corp (ROG)
10-K
2026-02-19
For: 2025-12-31
View Original
Added on
April 04, 2026
About this 10-K
Rogers Corp filed this 10-K on February 19, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $810.8M
- down 2.3% from $830.1M a year earlier
- Net loss
- $61.8M
- compared with net income of $26.1M a year earlier
- Diluted EPS
- -$3.40
- compared with $1.40 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-K
_______________________________
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______________ to _______________
Commission file number 1-4347
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) | ||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (480 ) 917-6000
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
| par value $1.00 per share | |||||||||||
| Securities registered pursuant to Section 12(g) of the Act: None | |||||||||||
_______________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
ý | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒
The aggregate market value of the voting common equity held by non-affiliates as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $1,236,592,460 . Rogers has no non-voting common equity. The number of shares outstanding of capital stock as of February 16, 2026 was 17,827,673 .
Documents Incorporated by Reference
Portions of the Registrant’s definitive Proxy Statement related to the 2026 Annual Meeting of Shareholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year ended December 31, 2025.
ROGERS CORPORATION
FORM 10-K
December 31, 2025
| TABLE OF CONTENTS | ||||||||
| Part I | ||||||||
| Item 1. | Business | |||||||
| Item 1A. | Risk Factors | |||||||
| Item 1B. | Unresolved Staff Comments | |||||||
| Item 1C. | Cybersecurity | |||||||
| Item 2. | Properties | |||||||
| Item 3. | Legal Proceedings | |||||||
| Item 4. | Mine Safety Disclosures | |||||||
| Part II | ||||||||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | |||||||
| Item 6. | [Reserved] | |||||||
| Item 7. | Management’s Discussion and Analysis of Results of Operations and Financial Position | |||||||
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | |||||||
| Item 8. | Financial Statements and Supplementary Data | |||||||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | |||||||
| Item 9A. | Controls and Procedures | |||||||
| Item 9B. | Other Information | |||||||
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | |||||||
| Part III | ||||||||
| Item 10. | Directors, Executive Officers and Corporate Governance | |||||||
| Item 11. | Executive Compensation | |||||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | |||||||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | |||||||
| Item 14. | Principal Accountant Fees and Services | |||||||
| Part IV | ||||||||
| Item 15. | Exhibits, Financial Statement Schedules | |||||||
| Item 16. | Form 10-K Summary | |||||||
| Signatures | ||||||||
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ROGERS CORPORATION
Defined Terms(1)
| Term | Definition | ||||
| 5th Amended Credit Agreement | 5th Amended and Restated Credit Agreement, dated as of March 24, 2023, among Rogers Corporation, the lenders from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent and HSBC Bank USA, National Association, Wells Fargo Bank, National Association, Citibank, N.A. and Citizens Bank, N.A., as Co-Syndication Agents | ||||
| ABO | Accumulated Benefit Obligation | ||||
| ADAS | Advanced Driver Assistance Systems | ||||
| AES | Advanced Electronics Solutions | ||||
| AI | Artificial Intelligence | ||||
| APAC | Asia - Pacific | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| CHIPS | Creative Helpful Incentives to Produce Semiconductors | ||||
| CODM | Chief Operating Decision Maker | ||||
| EMEA | Europe, the Middle East and Africa | ||||
| ECD | Elastomer Components Division | ||||
| EMS | Elastomeric Material Solutions | ||||
| ERP | Enterprise Resource Planning | ||||
| EU | European Union | ||||
| EV/HEV | Electric Vehicles/Hybrid Electric Vehicles | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FASB | Financial Accounting Standards Board | ||||
| GHG | Greenhouse Gas | ||||
| Guarantors | Existing and future material domestic subsidiaries | ||||
| INOAC | INOAC Corporation | ||||
| ISO | International Organization for Standardization | ||||
| IRA | Inflation Reduction Act | ||||
| JV | Joint Venture | ||||
| NIST | National Institute of Standards and Technology | ||||
| OEMs | Original equipment manufacturers | ||||
| Proxy Statement | Our Definitive Proxy Statement for our 2026 Annual Meeting of Shareholders | ||||
| PBO | Projected Benefit Obligation | ||||
| PFAS | Per- and polyfluoroalkyl substances | ||||
| R&D | Research and Development | ||||
| RESIP | Rogers Employee Savings and Investment Plan | ||||
| RFS | Radio Frequency Solutions | ||||
| RIC | Rogers Inoac Corporation | ||||
| RIS | Rogers Inoac Suzhou Corporation | ||||
| SEC | U.S. Securities and Exchange Commission | ||||
| SG&A | Selling, General and Administrative | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| Union Plan | Rogers Corporation Employees’ Pension Plan | ||||
| U.S. | United States of America | ||||
| U.S. EPA | United States Environmental Protection Agency | ||||
| U.S. GAAP | Accounting principles generally accepted in the United States | ||||
(1) Certain terms used within this Annual Report on Form 10-K are defined in the table above.
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Part I
Item 1. Business
As used herein, the “Company,” “Rogers,” “we,” “us,” “our” and similar terms include Rogers Corporation and its subsidiaries, unless the context indicates otherwise.
Forward-Looking Statements
This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such statements are generally accompanied by words such as “anticipate,” “assume,” “believe,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “seek,” “target” or similar expressions that convey uncertainty as to future events or outcomes. Forward-looking statements are based on assumptions and beliefs that we believe to be reasonable; however, assumed facts almost always vary from actual results, and the differences between assumed facts and actual results could be material depending upon the circumstances. Where we express an expectation or belief as to future results, that expectation or belief is expressed in good faith and based on assumptions believed to have a reasonable basis. We cannot assure you, however, that the stated expectation or belief will occur or be achieved or accomplished. Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation:
•failure to capitalize on, volatility within, or other adverse changes with respect to growth opportunities, such as delays in adoption or implementation of new technologies;
•uncertain business, economic and political conditions in the U.S. and abroad, particularly in China, Germany, England, Belgium, South Korea and Hungary where we maintain significant manufacturing, sales or administrative operations;
•the global trade policy dynamics between nations reflected in trade agreement negotiations, the imposition of tariffs and other trade restrictions, as well as the potential for global supply chain decoupling;
•fluctuations in foreign currency exchange rates;
•our ability to develop innovative products and the extent to which they are incorporated into end-user products and systems that achieve commercial success;
•the ability and willingness of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner;
•business interruptions due to catastrophes or other similar events, such as natural disasters, war, terrorism or public health crises;
•the impact of sanctions, export controls and other foreign asset or investment restriction;
•failure to realize, or delays in the realization of, anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses;
•our ability to attract and retain management and skilled technical personnel;
•our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights;
•changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate;
•failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants;
•the outcome of ongoing and future litigation, including our asbestos-related product liability litigation;
•changes in environmental laws and regulations applicable to our business; and
•disruptions in, or breaches of, our information technology systems.
Our forward-looking statements are expressly qualified by these cautionary statements, which you should consider carefully, along with the risks discussed under the headings “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Position” and elsewhere in this Annual Report on Form 10-K, any of which could cause actual results to differ materially from historical results or anticipated results. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
Company Background
We design, develop, manufacture and sell high-performance and high-reliability engineered materials and components to meet our customers’ demanding challenges. We operate two strategic operating segments: AES and EMS. Our remaining operations, which represent our non-core businesses, are reported in our Other operating segment. We are headquartered in Chandler, Arizona.
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Operating Segments
Advanced Electronics Solutions
Our AES operating segment designs, develops, manufactures and sells circuit materials, ceramic substrate materials, busbars and cooling solutions for applications in EV/HEV, automotive (e.g., ADAS), aerospace and defense (e.g., antenna systems, communication systems and phased array radar systems), renewable energy (e.g., wind and solar), wireless infrastructure (e.g., power amplifiers, antennas and small cells), mass transit, industrial (e.g., variable frequency drives), connected devices (e.g., mobile internet devices and thermal solutions) and wired infrastructure (e.g., computing and internet protocol infrastructure) markets. We believe these materials have characteristics that offer performance and other functional advantages in many applications, which serve to differentiate our products from other commonly available materials. AES products are sold globally to fabricators, distributors and OEMs. Critical trade names for our AES products include: curamik®, ROLINX®, RO4000® Series, RO3000® Series, RT/duroid®, CLTE Series®, TMM®, AD Series®, DiClad® Series, CuClad® Series, Kappa®, COOLSPAN®, TC Series®, IsoClad® Series, MAGTREX®, IM Series™, 2929 Bondply, SpeedWave® Prepreg, RO4400™/RO4400T™ Series and Radix™. As of December 31, 2025, our AES operating segment had manufacturing and administrative facilities in Chandler, Arizona; Rogers, Connecticut; Bear, Delaware; Eschenbach, Germany; Suzhou, China; Budapest, Hungary; and administrative facilities in Evergem, Belgium.
Elastomeric Material Solutions
Our EMS operating segment designs, develops, manufactures and sells engineered material solutions for a wide variety of applications and markets. These include polyurethane and silicone materials used in cushioning, gasketing and sealing, and vibration management applications for EV/HEV, general industrial, portable electronics, automotive, mass transit, aerospace and defense, footwear and impact mitigation markets; customized silicones used in flex heater and semiconductor thermal applications for EV/HEV, general industrial, portable electronics, automotive, mass transit, aerospace and defense and medical markets; polytetrafluoroethylene and ultra-high molecular weight polyethylene materials used in wire and cable protection, electrical insulation, conduction and shielding, hose and belt protection, vibration management, cushioning, gasketing and sealing, and venting applications for EV/HEV, general industrial, automotive and aerospace and defense markets. We believe these materials have characteristics that offer functional advantages in many market applications, which serve to differentiate our products from other commonly available materials. EMS products are sold globally to converters, distributors and OEMs. Trade names for our EMS products include: PORON®, BISCO®, DeWAL®, ARLON®, eSorba®, XRD®, Silicone Engineering and R/bak®. As of December 31, 2025, our EMS operating segment had manufacturing and administrative facilities in Rogers, Connecticut; Woodstock, Connecticut; Bear, Delaware; Carol Stream, Illinois; Narragansett, Rhode Island; Suzhou, China; Blackburn, England; Ansan, South Korea; and Evergem, Belgium.
Other
Our Other operating segment consists of elastomer components for applications in the general industrial market, as well as elastomer floats for level sensing in fuel tanks, motors, and storage tanks applications in the general industrial and automotive markets. We sell our elastomer components under our ENDUR® trade name and our floats under our NITROPHYL® trade name.
Sales and Competition
We sell our materials and components primarily through direct sales channels positioned near major concentrations of our customers in North America, Europe and Asia. We sold to approximately 2,800 customers worldwide in 2025, consisting primarily of OEMs and component suppliers. No individual customer represented more than 10% of our total net sales for 2025. Although the loss of any one of our larger customers would require a period of adjustment, during which the results of operations could be materially adversely impacted, we believe that such events could be successfully mitigated over a period of time due to the diversity of our customer base.
We employ a technical sales and marketing approach pursuant to which we work collaboratively to provide design engineering, testing, product development and other technical support services to OEMs that incorporate our engineered materials and components in their products. Component suppliers convert, modify or otherwise incorporate our engineered materials and components into their components for these OEMs in accordance with their specifications. Accordingly, we provide similar technical support services to component suppliers.
We compete primarily with manufacturers of high-end materials, some of which are large, multi-national companies, principally on the basis of innovation, historical customer relationships, product quality, reliability, performance and price, technical service and support, breadth of product line, and manufacturing capabilities. We also face competition from manufacturers of commodity materials, including smaller regional producers, particularly in Asia, that generally compete on price, especially for products later in their life cycle. We believe our competitive position is supported by our focus on differentiated, high‑performance materials and components, our history of innovation, and the value customers place on our technical expertise, product quality, reliability, and customer support.
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Our sales recognized at a point in time are generally pursuant to short-term purchase orders. These purchase orders are made without deposits and may be rescheduled, canceled or modified on relatively short notice, without substantial penalty.
Research and Development
We have a history of innovation, and innovation leadership is a key component of our overall business strategy. The markets we serve are typically characterized by ongoing technological changes and advances. Accordingly, the success of our strategy is in part dependent on our ability to develop market-leading products, which is primarily driven by efforts in R&D. We are focused on identifying technologies and innovations related to both our current product portfolio as well as initiatives targeted at further diversifying and growing our business. As part of this technology commitment, we have Rogers Innovation Centers at our facilities in Chandler, Arizona; Rogers, Connecticut; Eschenbach, Germany; and Suzhou, China. Our Innovation Centers focus on early stages of technical and commercial development of new high-tech materials solutions in an effort to align with market direction and needs.
Patents and Other Intellectual Property
We have many domestic and foreign patents, licenses and pending patent applications related to technology in each of our operating segments. These patents and licenses vary in duration and provide some protection from competition. We also own a number of registered and unregistered trademarks and have acquired and developed certain confidential and proprietary technologies, including trade secrets that we believe to be of some importance to our business.
While we believe our patents and other intellectual property provide a competitive advantage to our operating segments, we believe that a significant part of our competitive position and future success will be determined by factors such as the innovative skills, systems and process knowledge, and technological expertise of our personnel; the range of new products we develop; and our customer service and support.
Manufacturing and Raw Materials
The key raw materials used in our business are as follows: for our AES operating segment, copper, including copper foil, polymer, polytetrafluoroethylene, fiberglass materials, ceramic and brazing paste materials, including silver, and various fillers and flame retardants; and for our EMS operating segment, polyol, isocyanates, polytetrafluoroethylene, ultra-high molecular weight polyethylene materials and silicone materials.
Some of the raw materials used in our business are available through sole or limited-source suppliers. While we have undertaken strategies to mitigate the risks associated with sole or limited source suppliers, these strategies may not be effective in all cases, and price increases or disruptions in our supply of raw materials could have a material adverse impact on our business. For additional information, refer to “Item 1A. Risk Factors.”
Seasonality
Except for some minor seasonality for consumer products, which often aligns with year-end holidays and product launch cycles, the operations of our segments have not been seasonal.
Human Capital Management
Our Company’s continuing success derives from our talented and dedicated employees globally, who are responsible for innovation, operations and the ethical foundation to our business and its future.
As of December 31, 2025, we employed approximately 3,000 people, of whom approximately 1,100 were employed in North America, 900 in the EMEA region and 1,000 in APAC region. Approximately 300 of our domestic employees are covered by collective bargaining agreements or by specific labor agreements and approximately 700 of our European employees are covered by work council arrangements.
Our approach to human capital management is based on our culture of respect, which is built on the ethical foundation of our Code of Business Ethics and our commitment to making choices that are based on what is ethically sound and not just what is easy or expedient. Additionally, we connect our day-to-day work with our organizational objectives through our Cultural Behaviors: Live Safely, Trust, Just Decide, Speak Openly, Simply Improve, Innovate and Deliver Results.
Health and Safety
Promoting the health and safety of our employees is a critical objective. We strive to minimize lost workdays and recordable incidents. To promote awareness and accountability, our vision is clear: Everyone, Everywhere goes home safely Every Day. Our commitment is to put safety first and we ask for everyone’s commitment to never compromise their safety or the safety of others.
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Employment Experience
We take a comprehensive approach to the employment experience, striving to use a fair and inclusive recruiting process to select talented individuals. Once we hire, we endeavor to provide our employees a safe and ethical work environment that includes fair compensation, opportunities for career development and employee engagement. We are proud to invest in our employees’ futures through a variety of internal training opportunities, as well as education reimbursement programs globally.
Information About Our Executive Officers
Our executive officers as of February 19, 2026 were as follows:
| Name | Age | Present Position | Year Appointed to Present Position | Other Relevant Positions Held | ||||||||||
| Ali El-Haj | 65 | Interim President and Chief Executive Officer, Principal Executive Officer | 2025 | President and CEO of Techniplas Corporation from May 2020 to December 2024; Chairman and CEO of MAG-USA from August 2017 to May 2020; President and CEO of Cap-con Automotive Group from April 2007 to August 2017. | ||||||||||
| Laura Russell | 50 | Senior Vice President and Chief Financial Officer, Treasurer, Principal Financial Officer | 2024 | Vice President, Corporate Finance from September 2023 to September 2024; Vice President, Operations at Wolfspeed from July 2021 to September 2023; Vice President, Finance - RP Business at NXP Semiconductor from December 2015 to July 2021. | ||||||||||
| Jeff Tsao | 47 | President of Advanced Electronic Solutions | 2025 | Senior Vice President and General Manager of AES from November 2023 to July 2025; Vice President and General Manager of AES from September 2019 to November 2023; Vice President of Sales and Marketing of PES from December 2018 to September 2019; Global Sales Director of PES from August 2017 to November 2018. | ||||||||||
| Jessica Morton | 46 | Senior Vice President, General Counsel and Corporate Secretary | 2025 | Vice President, General Counsel and Corporate Secretary from March 2023 to February 2025; Associate General Counsel and Assistant Secretary of FMC Corporation from April 2021 to March 2023; Assistant General Counsel and Assistant Secretary of FMC Corporation from April 2019 to March 2021; Assistant General Counsel of FMC Corporation from July 2016 to March 2019. | ||||||||||
| Michael Webb | 58 | Senior Vice President and Chief Administrative Officer | 2023 | Executive Vice President - Chief Human Resources Officer and Chief Administrative Officer at Nutrien from January 2018 to May 2022; Senior Vice President, Human Resources at Agrium from January 2014 to January 2018. | ||||||||||
| Brian Larabee | 59 | Senior Vice President and General Manager of Elastomeric Material Solutions | 2023 | Vice President and General Manager of EMS from November 2022 to November 2023; Senior Director, EMS Product Management from February 2021 to December 2022; Director, EMS New Product and Business Development from November 2016 to February 2021. | ||||||||||
| R. Sean Reeder | 52 | Principal Accounting Officer and Corporate Controller | 2024 | VP of Finance and Corporate Controller from August 2023 to July 2024; VP and Controller at Priority Ambulance from July 2022 to August 2023; VP and Corporate Controller at WillScot Mobile Mini from August 2021 to June 2022; Corporate Controller at ON Semiconductor from June 2017 to August 2021 | ||||||||||
Available Information
We make available on our website (http://www.rogerscorp.com), or through a link posted on our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed by our executive officers and directors pursuant to Section 16 of the Exchange Act, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, the SEC maintains an internet site that contains these reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).
We also make available on our website the charters for our Audit Committee, Compensation and Organization Committee, and Nominating and Governance Committee, in addition to our Corporate Governance Guidelines, Bylaws, Code of Business Ethics, and Compensation Recovery Policy. Our website is not incorporated into or a part of this Annual Report on Form 10-K.
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Item 1A. Risk Factors
Our business, results of operations and financial position are subject to various risks, including those discussed below, which may affect the value of our capital stock. The following risk factors, which we believe represent the most significant factors that may make an investment in our capital stock risky, may cause our actual results to differ materially from those projected in any forward-looking statement. You should carefully consider these factors, as well as the other information contained in this Annual Report on Form 10-K, including the information set forth in “Item 1. Business - Forward-Looking Statements” and “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Position,” when evaluating an investment in our capital stock.
Risks Relating to Our Business, Strategy and Operations
Failure to capitalize on, volatility within, or other adverse changes with respect to the Company’s growth opportunities may adversely affect our business.
We continue to target growth opportunities in the EV/HEV, ADAS, portable electronics, renewable energy, aerospace and defense and other markets. These growth opportunities, as well as specific market and industry trends within them, may be volatile, cyclical and sensitive to a variety of factors, including general economic conditions (including higher inflation and interest rates), demand disruptions (including third-party component availability at our customers), technology disruptions, consumer preferences and political priorities. Adverse or cyclical changes to and within these growth opportunities, such as delays in adoption or implementation of new technologies, have resulted in, and may continue to result in, reduced demand for certain of our products, production overcapacity, increased inventory levels and related risks of obsolescence, as well as price erosion, ultimately leading to a decline in our operating results. Acceleration within these growth opportunities and corresponding rapid increases in demand for certain products may also require us to make significant capital investments or acquisitions in facilities and information systems and significantly increase our personnel in order to increase production levels and to maintain customer relationships and market positions. However, we may not be able to increase our production levels with sufficient speed or efficiency to capitalize on such increases in demand.
We face intense global competition, which could reduce demand for our products or create additional pricing pressure on our products.
We operate in a highly competitive global environment and compete with domestic and international companies principally on the basis of the following:
•innovation;
•historical customer relationships;
•product quality, reliability, performance and price;
•technical and engineering service and support;
•breadth of product line; and
•manufacturing capabilities.
Our competitors include commodity materials suppliers, which offer product substitutions based mostly on price, and suppliers of alternate solutions, which offer product substitutions or eliminations based mostly on disruptive technology. Certain of these competitors have greater financial and other resources than we have, and, in some cases, these competitors are well established in specific product niches. We expect that our competitors will continue to improve the design and performance of their products, which could result in the development of products that offer price or performance features superior to our products. Furthermore, our customers may engage in internal manufacturing of products that may result in reduced demand for our products. If we are unable to maintain our competitive advantage for any reason, demand for our products may be materially reduced, which may adversely affect our business, results of operations and financial position.
Moreover, as OEMs, particularly in the electronics and automotive markets, seek cost reductions from their supply chains, our customers may make greater demands on us with regard to pricing and other contractual terms. This may adversely affect our gross margins on certain products or exacerbate competition that we face which could ultimately result in lower potential sales.
Our business is dependent upon our development of innovative products and our customers’ incorporation of those products into end user products and systems that achieve commercial success.
As a manufacturer and supplier of engineered materials and components, our business depends upon our ability to innovate and sell our materials and components for inclusion in other products that are developed, manufactured and sold by our customers. We strive to differentiate our products and secure long-term demand through our engagement with our customers to design in our materials and components as part of their product development processes. The value of any design-in largely depends upon the decision of our customers to manufacture their products or systems in sufficient production quantities, the commercial success of the end product and the extent to which the design of our customers’ products or systems could accommodate substitution of competitor products. A consistent failure to introduce new products in a timely manner, achieve design wins or achieve market acceptance on commercially reasonable terms could materially adversely affect our business, results of
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operations and financial position. The introduction of new products presents particularly significant business challenges in our business because product development commitments and expenditures must be made well in advance of product sales.
Macroeconomic conditions could materially adversely affect our business, financial condition, or results of operations.
Macroeconomic conditions, such as high inflationary pressure, changes to monetary policy, high interest rates, volatile currency exchange rates, credit and sovereign debt concerns, decreasing consumer confidence and spending, including capital spending, concerns about the stability and liquidity of certain financial institutions, the introduction of or changes in tariffs or trade barriers, and global or local recessions can adversely impact demand for our products, which could negatively impact our business, financial condition, or results of operations. Recent macroeconomic conditions have been adversely impacted by geopolitical events, instability and military hostilities in multiple geographies, and monetary and financial uncertainties.
The results of these macroeconomic conditions, and the actions taken by governments, central banks, companies, and consumers in response, have resulted in, and may continue to result in, higher inflation in the U.S. and globally, which is likely, in turn, to lead to an increase in costs and may cause changes in fiscal and monetary policy, including additional increases in interest rates. Other adverse impacts of recent macroeconomic conditions have been, and may continue to be, supply chain constraints, logistics challenges, liquidity concerns in the broader financial services industry, and fluctuations in labor availability.
Our dependence on sole or limited source suppliers for certain of our raw materials could materially adversely affect our ability to manufacture products and materially increase our costs.
We rely on sole and limited source suppliers for certain of the raw materials that are critical to the manufacturing of our products. This reliance subjects us to risks related to our potential inability to obtain an adequate supply of required raw materials, particularly given our use of lean manufacturing and just-in-time inventory techniques and reduces our control over pricing and timing of delivery of raw materials. Our operating results could be materially adversely affected if we were unable to obtain adequate supplies of these materials in a timely manner or if their cost increased significantly.
While we believe we could obtain and qualify alternative sources for most sole and limited source supplier materials, if necessary, the transition time could be long, particularly if the change requires us to redesign our systems. Ultimately, we may be unable to redesign our systems, which could further increase delays or prevent us from manufacturing our products at all. Even if a system redesign is feasible, increased costs associated with such a redesign would decrease our profit margins, perhaps materially, if we could not effectively pass such costs along to our customers. Further, it would likely result in production and delivery delays, which could lead to lost sales and damage to our relationships with current and potential customers.
We have engaged in transactions in the past and may in the future acquire or dispose of businesses, or engage in other transactions, which expose us to a variety of risks that could materially adversely affect our business operating results and financial position.
From time to time, we have explored and pursued transaction opportunities that we believe complement our core businesses, and we expect to do so again in the future. We have also divested and may again consider divesting businesses or assets that we do not regard as part of our core businesses. These transaction opportunities may come in the form of acquisitions, JVs, investments, divestitures or other structures. There are risks associated with such transactions, including, without limitation, general business risk, technology risk, market acceptance risk, litigation risk, environmental risk, regulatory approval risk and risks associated with the failure to complete announced transactions. In the case of acquisitions, we may not be able to discover, during the due diligence process or otherwise, all known and unknown risks associated with the business we are acquiring, including the existence of liabilities. We may spend a significant portion of available cash, incur substantial debt or issue equity securities, which would dilute current shareholders’ equity ownership, to pay for the acquisitions. In addition, if we are unsuccessful in integrating any acquired company or business into our operations or if integration is more difficult than anticipated, we may experience disruptions that could harm our business and result in our failure to realize the anticipated benefits of the acquisitions. In the case of divestitures, we may agree to indemnify acquiring parties for known or unknown liabilities arising from the businesses we are divesting. We have incurred, and may in the future incur, significant costs in the pursuit and evaluation of transactions that we do not consummate for a variety of reasons.
As a result, these transactions may not ultimately create value for us or our shareholders and may harm our reputation and materially adversely affect our business, results of operations and financial position.
Our business strategy includes plans for organic growth, and our results of operations and financial position could be adversely affected if we fail to grow or fail to manage our growth effectively.
As part of our general growth strategy, we expect to continue to pursue organic growth, while also continuing to evaluate potential acquisitions and expansion opportunities that we believe provide a strategic or geographic fit with our business. In the past, we have experienced periods of significant growth in our assets and revenues, as well as periods of decline. No assurance can be given that we will be able to return to or replicate these historical growth rates or be able to grow at all. Our growth
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strategy may divert management from our existing business and may require us to incur additional expenditures to expand our administrative and operational infrastructure and, if we are unable to effectively manage our growth, including to the satisfaction of our regulators, we could be materially and adversely affected. Consequently, continued organic growth, if achieved, may place a strain on our administrative and operational infrastructure, which could have a material adverse effect on our financial condition and results of operations.
We rely on highly specialized technical personnel and management, and the failure to attract and retain these individuals could impair our expected growth and future success.
We continue to depend upon the continued services and performance of key executives, senior management and skilled technical personnel, particularly our sales engineers and other professionals with significant experience in the key industries we serve. Our ability to compete effectively and our future success depend on our continuing to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Competition for these personnel from other companies, academic institutions and government entities exists. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees. Outside the U.S., it is increasingly important that we are also able to attract and retain personnel with relevant local qualifications and experience. We may not be able to continue to attract and retain the qualified personnel necessary to continue to advance our business and achieve our strategic objectives. Additionally, as demand for our products and services increases, our existing personnel may not be able to effectively scale their job functions with the increased demand. If we are unable to identify, hire, develop, motivate, and retain new qualified personnel with relevant local qualifications and experience, our existing workforce may become too lean to accommodate the increased demand, which may have a material adverse effect on our ability to grow and scale our business.
If we suffer loss or disruption to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, our business could be seriously harmed.
Our facilities, supply chains, distribution systems and information technology systems are subject to catastrophic loss or disruption due to fire, flood, earthquake, hurricane, public health crisis, war, terrorism or other natural or man-made disasters or events. If any of these facilities, supply chains or systems were to experience a catastrophic loss or disruption, it could disrupt our operations, delay production and shipments, result in defective products or services, damage customer relationships and our reputation and result in legal exposure and large repair or replacement expenses. The third-party insurance coverage that we maintain will vary from time to time in both type and amount depending on cost, availability and our decisions regarding risk retention, and may be unavailable or insufficient to protect us against losses or disruptions.
We have extensive international operations, and events and circumstances that have general international consequence or specific impact in the countries in which we operate may materially adversely affect our business.
For the year ended December 31, 2025, approximately 72% of our net sales resulted from sales in foreign markets, with approximately 41% and 29% of such net sales occurring in Asia and Europe, respectively. We expect our net sales in foreign markets to continue to represent a substantial majority of our consolidated net sales. We maintain significant manufacturing and administrative operations in China, Germany, England, Belgium, South Korea and Hungary, and approximately 63% of our employees were located outside the U.S. as of December 31, 2025. Risks related to our extensive international operations include the following:
•foreign currency fluctuations, particularly in the value of the euro, renminbi, won, pound, yen and forint against the U.S. dollar;
•economic and political instability due to regional or country-specific events or changes in relations between the U.S. and the countries in which we operate;
•accounts receivable practices across countries, including longer payment cycles;
•export control or customs matters, including tariffs and trade restrictions;
•changes in multilateral and bilateral trade relations;
•complications in complying, and failure to comply, with a variety of laws and regulations applicable to our foreign operations, including due to unexpected changes in the laws or regulations of the countries in which we operate;
•failure to comply with the Foreign Corrupt Practices Act or other applicable anti-corruption laws;
•greater difficulty protecting our intellectual property; and
•compliance with foreign employment regulations, as well as work stoppages and labor and union disputes.
The foregoing risks may be particularly acute in emerging markets such as China, where our operations are subject to greater uncertainty due to increased volatility associated with the developing nature of the economic, legal and governmental systems of these countries, changes in bilateral and multilateral arrangements with the U.S. and other governments, and challenges that some multinational customers that are headquartered in emerging markets may have complying fully with U.S. and other developed market extraterritorial regulations.
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Beginning in February 2025, President Donald J. Trump signed multiple executive orders and amendments to these orders, raising tariffs on U.S. imports. The situation remains fluid, and the duration and outcome of these tariff actions are uncertain. As a result, we are unable to predict the ultimate result and duration of any tariff actions by the U.S. government, or countermeasures that may be taken by other nations.
It remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of tariffs on goods imported into the U.S., tax policy related to international commerce, increased export control, sanctions and investment restrictions, import or use of foreign communications equipment, or other trade matters. Although the ultimate scope and timing of any such actions is indeterminable, if implemented, they could have a significant impact on our financial condition and results of operations. Based on our manufacturing practices and locations, there can be no assurance that any future executive or legislative action in the U.S. or other countries relating to tax policy and trade regulation would not adversely affect our business, operations and financial results.
Government regulation of usage, import or export of our products, or our technology within our products, changes in that regulation, or our failure to obtain required approvals for our products, could harm our international and domestic sales and adversely affect our revenue and costs of sales. Failure to comply with such regulations could result in enforcement actions, fines, penalties or restrictions on export privileges. In addition, costly tariffs on our equipment, restrictions on importation, trade protection measures and domestic preference requirements of certain countries could limit our access to these markets and harm our sales. These regulations could adversely affect the sale or use of our products, substantially increase our cost of sales, and adversely affect our business and revenue.
In addition, our business has been, and may continue to be, adversely affected by the lack of development, or disruptions, of transportation or other critical infrastructure, including wireless infrastructure, in emerging markets. If we are unable to successfully manage the risks associated with expanding our global business, or to adequately manage operational fluctuations, it may materially adversely affect our business, results of operations and financial position.
Deteriorating trade relations between the U.S. and China, other trade conflicts and barriers, economic sanctions, and Chinese policies to decrease dependence on foreign suppliers could limit or prevent certain existing or potential customers from doing business with us and materially adversely affect our business.
The increased trade conflicts between the U.S. and its major trading partners, evidenced by trade restrictions such as tariffs, taxes, export controls, economic sanctions, and enhanced policies designed to protect national security, could adversely impact our business. In particular, we have experienced in the past and expect that we may in the future experience impacts on our business due to the increase in trade conflicts between the U.S. and China. Export controls, as well as retaliatory controls and tariffs that China has imposed, could continue to restrict our ability to do business with Chinese customers. Further U.S. government actions to protect domestic economic and security interests could lead to further restrictions. China continues to be a fast-developing market and an area of potential growth for us. Sales to customers located in China and the Asia Pacific region accounted for approximately 41% of our total sales and a substantial majority of our overall sales to customers located outside the U.S. as of December 31, 2025. In addition, certain of the end products created in China that incorporate our products are ultimately sold outside of the Asia Pacific region. We expect that revenue from these sales generally, and sales to China and the Asia Pacific region specifically, will continue to be a material component of our total revenue. Therefore, any financial crisis, trade war or dispute or other major event causing business disruption in international jurisdictions generally, and China and the Asia Pacific region in particular, could negatively affect our business, results of operations and financial position.
China’s stated policy of reducing its dependence on foreign manufacturers and technology companies has resulted and may continue to result in reduced demand for our products in China. These trends may lead to increased decoupling of the supply chains for U.S. and Chinese economies, thereby leading to reduced market opportunities and disrupted supply chains for U.S. companies with sales and operations in China. Increased geopolitical tensions between the U.S. and China would likely accelerate these trends. Both countries could pursue policies to reduce their dependence on foreign goods. Such policies could have a material adverse impact on our business, results of operations and financial position. In addition, as a consequence of such policies, there are risks that the Chinese government may, among other things, require the use of local suppliers, compel companies that do business in China to partner with local companies to conduct business, or provide incentives to government-backed local customers to buy from local suppliers rather than companies like ours, all of which could adversely impact our business, results of operations and financial position.
A significant disruption in, or breach in security of, our information technology systems or violations of data protection laws could materially adversely affect our business and reputation.
In the ordinary course of business, we collect and store confidential information, including proprietary business information belonging to us, our customers, suppliers, business partners and other third parties and personally identifiable information of our employees. We rely on information technology systems to protect this information and to keep financial records, process orders, manage inventory, coordinate shipments to customers, and operate other critical functions. Our information technology systems are susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, systems upgrades (including the beginning stage and continued implementation of a new ERP system) and user errors.
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If we experience a disruption in our information technology systems, it could result in the loss of sales and customers and significant incremental costs, which could materially adversely affect our business.
We are also subject to security breaches caused by computer viruses, illegal break-ins or hacking, sabotage, or acts of vandalism by disgruntled employees or third parties. The risk of a security breach or disruption, particularly through cyberattack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, in part because of evolving technologies, the ubiquitous use of the Internet and telecommunications technologies (including mobile devices) to conduct business transactions. AI has heightened this risk by accelerating the speed, scale and sophistication of attacks. Our information technology network and systems have been and, we believe, continue to be under constant attack. Accordingly, despite our security measures or those of our third-party service providers, we have experienced and may in the future experience security breaches, including breaches that we may not be able to detect. Security breaches of our information technology systems, including through mobile devices, could result in the misappropriation or unauthorized disclosure of confidential information belonging to us or to our customers, suppliers, business partners, employees or other third parties, which could result in our suffering significant financial and reputational damage. If we are unable to protect sensitive information, our customers or governmental authorities could question the adequacy of our security processes and procedures and our compliance with applicable laws and regulations, including evolving government cyber security requirements for government contractors.
In addition, the processing and storage of certain information is increasingly subject to privacy and data security regulations, and many such regulations are country-specific. The interpretation and application of data protection laws in the U.S., Europe, and elsewhere, including the EU General Data Protection Regulation and the California Consumer Privacy Act, are uncertain, evolving and may be inconsistent among jurisdictions. Compliance with these various laws may be onerous and require us to incur substantial costs or to change our business practices in a manner that adversely affects our business, while failure to comply with such laws may subject us to substantial penalties.
Emerging issues related to the development and use of AI could give rise to legal or regulatory action, damage our reputation, or otherwise materially harm our business.
The use of generative AI technologies by employees and personnel to perform routine work is becoming more common within our business industry. Disclosure and use of personal data in generative AI technologies is subject to various privacy laws and other privacy obligations. Governments have passed and are likely to pass additional laws regulating generative AI. Our use of this technology could result in additional compliance costs, regulatory investigations and actions, and lawsuits should we determine to increase our adoption and use of the technology. If we are unable to use generative AI due to these additional costs, it could make our business less efficient and result in competitive disadvantages.
Changes in accounting guidance may cause us to experience greater volatility in our financial results. If we are unsuccessful in adapting to and interpreting the requirements of new guidance, or in clearly explaining to shareholders how the new guidance affects reporting of our results of operations, our share price may decline.
We prepare our consolidated financial statements to conform to U.S. GAAP. These accounting principles are subject to interpretation by the SEC, FASB, and various bodies formed to interpret and create accounting rules and regulations. Accounting standards, or the guidance relating to interpretation and adoption of standards, could have a significant effect on our financial results and could affect our business. Additionally, the FASB and the SEC are focused on the integrity of financial reporting, and our accounting policies are subject to scrutiny by regulators and the public.
We cannot predict the impact of future changes to accounting principles or our related accounting policies on our financial statements going forward. In addition, were we to change our accounting estimates, including those related to the timing of revenue recognition and those used to allocate revenue between various performance obligations, our reported revenue and results of operations could be significantly impacted. If we are unsuccessful in adapting to the requirements of any new standard, then we may experience greater volatility in our quarterly and annual results, which may cause our stock price to decline.
We may experience difficulties in implementing our new ERP system.
We are in the midst of a multi-year design and implementation of a new ERP system, which will replace our existing financial and operating systems. The implementation of this ERP requires an investment of significant personnel and financial resources, including substantial expenditures for outside consultants, system hardware and software in addition to other expenses in connection with the transformation of our organizational structure and financial and operating processes. As we work to complete the implementation phase of this ERP, and even after the implementation phase, we may experience additional delays, increased costs and other difficulties, including potential design defects, miscalculations, testing requirements, re-work due to changes in business plans or reporting standards, and the diversion of management’s attention from day-to-day business operations. Additional extended delays could also introduce operational risk, including cybersecurity risks, and other complications. If we are unable to implement this ERP as planned, the effectiveness of our internal control over financial
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reporting could be adversely affected, our ability to assess those controls adequately could be delayed, and our business, results of operations, cash flows and financial position could be negatively impacted.
Legal, Compliance and Regulatory Risks
We are subject to many environmental laws and regulations as well as potential environmental liabilities that could adversely affect our business.
We are subject to a variety of federal, state, local and foreign laws, rules and regulations related to the use, storage, handling, discharge or disposal of certain toxic, volatile or otherwise hazardous chemicals, gases and other substances used in manufacturing our products. Some of these laws in the U.S. include the Federal Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, Toxic Substances Control Act, and similar state statutes and regulations. In the EU, we are subject to the EU regulations (and their related national implementing legislation) including the Registration, Evaluation, Authorization and Restriction of Chemicals, the Regulation on the Classification, Labelling and Packaging of Substances and Mixtures and the Industrial Emissions Directive. Compliance with these laws and regulations could require us to incur substantial expenses, including in connection with the acquisition of new equipment. Any failure to comply with present or future environmental laws, rules and regulations could result in criminal and civil liabilities, fines, suspension of production or cessation of certain operations, any of which could have a material adverse effect on our business, results of operations and financial position.
By way of example, but not limitation, governmental authorities in the U.S. and in other jurisdictions are increasingly focused on potential contamination resulting from the use of so-called “forever chemicals,” most notable at present are PFAS. Products containing PFAS have been used in manufacturing, industrial, and consumer applications over many decades, including in some of our engineered materials and components, and, due to their long-term use, have become virtually ubiquitous in parts of the environment. Until recently, these substances were largely unregulated as a class. Nevertheless, over the last few years, PFAS regulation has been evolving rapidly. In 2023, China’s Ministry of Ecology and Environment added perfluorooctanoic acid (PFOA), a type of PFAS, to its List of Toxic Chemicals Strictly Restricted; the U.S. EPA issued a new rule under the Toxic Substances Control Act, requiring manufacturers and importers of PFAS to submit additional reporting information about production volumes, industrial uses, byproducts, worker exposure, and disposal; and, certain EU member states submitted a proposal to the European Chemicals Agency calling for the phase out of the manufacture, import, sale, and use of PFAS substances. Recently, among other actions, the U.S. EPA issued new regulations regarding PFAS in drinking water, PFAS reporting obligations under Toxic Substances Control Act, and designated two PFAS chemicals (Perfluorooctanoic acid and Perfluorooctane sulfonic acid) as hazardous substances under Comprehensive Environmental Response, Compensation, and Liability Act. While PFAS regulation continues to evolve at the federal and state levels in the U.S., as well as in jurisdictions around the world, the full scope of such regulation is still being developed. In some cases, PFAS compounds are regulated at, or even below, the ability of current technology to consistently detect their presence, making remediation difficult and complex. We may therefore incur costs in connection with any obligations to transition away from the usage of PFAS-containing products, to dispose of PFAS-containing waste or to remediate any PFAS contamination, which could have a negative effect on our financial position, results of operations and cash flows.
New and evolving laws, regulations and rule makings globally are expected to impose different and more restrictive standards and require greater disclosures. They could also require capital investments, incremental personnel resources, could adversely impact our ongoing operations, and could require changes on a more accelerated time frame. Our suppliers are expected to face similar challenges and incur additional compliance costs that may be passed on to us. These direct and indirect costs may adversely impact our results of operations and financial condition, and, if we are unable to comply with legislative and regulatory requirements or meet our sustainability objectives, our reputation and ability to do business could be negatively impacted. In addition, our customers’ requirements, priorities and ways of doing business with respect to environmental matters, and climate change specifically, also may have an impact on our business, operations and financial success.
Environmental matters may significantly impact our business and operations and present evolving risks and challenges. Environmental impacts, including climate change specifically, create short and long-term financial risks to our business globally. Increased worldwide focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change, including regulation of GHG emissions. New or more stringent laws and regulations related to GHG emissions and other climate change related concerns have affected and will likely continue to affect us, our suppliers and our customers. There can be no assurance our Company will meet the evolving sustainability expectations and standards of our investors and other external stakeholders.
In addition, some environmental laws impose liability, sometimes retroactively and without fault, for investigating and/or cleaning up contamination on, or emanating from, properties currently or formerly owned, leased or operated by us, as well as for damages to property or natural resources and for personal injury arising out of such contamination. Such liability may be joint and several, meaning that we could be held responsible for more than our share of the liability involved, or even the entire liability. For additional information regarding our material legal proceedings, refer to “Note 10 – Commitments and Contingencies” to “Item 8. Financial Statements and Supplementary Data.”
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Our business may be materially adversely affected if we cannot protect our proprietary technology or if we infringe the proprietary rights of others.
Our proprietary technology supports our ability to compete effectively with other companies, and we seek to protect our intellectual property rights by obtaining domestic and foreign patents, trademarks and copyrights, and maintaining trade secrets. It is possible, however, that our efforts to obtain such protection in the U.S. and abroad will be unsuccessful or that the protection afforded will not be sufficiently broad to protect our technology.
Even if domestic and foreign laws do grant initial protection of our technology, our competitors or other third parties may subsequently obtain and unlawfully copy, use or disclose our technologies, products, and processes. We believe that the risk of piracy of our technology is particularly acute in the foreign countries in which we operate. In circumstances in which we conclude that our proprietary technology has been infringed, we have pursued, and may again pursue, litigation to enforce our rights. The defense and prosecution of intellectual property infringement suits are both costly and time consuming, even if the outcome is favorable to us. If we are not successful in protecting our proprietary technology or if the protection afforded to us is not sufficiently broad, our competitors may be able to manufacture and offer products substantially similar to our own, thereby reducing demand for our products and adversely affecting our results of operations and financial position. We may also be adversely affected by, and subject to increased competition as a result of, the normal expiration of our issued patents.
Our competitors or other third parties may also assert infringement or invalidity claims against us in the future. In addition to the significant costs associated with such suits, as noted above, an adverse outcome could subject us to significant liabilities to third parties and require us to license rights from third parties or cease selling our products. Any of these events may have a material adverse effect on our business, results of operations and financial position.
As a multinational corporation doing business in the U.S. and various foreign jurisdictions, changes in tax laws or exposures to additional tax liability could negatively impact our operating results.
As a result of the variability and uncertainty in global taxation, we are subject to a wide variety of tax-related risks, any of which could provoke changes in our global structure, international operations or intercompany agreements, which could materially reduce our net income in future periods or result in restructuring costs, increased effective tax rates and other expenses. Given the global nature of our business, a number of factors may increase our effective tax rates or otherwise subject us to additional tax liability, including:
•decisions to redeploy foreign earnings outside of their country of origin for which we have not previously provided for income taxes;
•increased scrutiny of our transactions by taxing authorities;
•changes in the geographic mix of our profits among jurisdictions with differing statutory income tax rates;
•ability to utilize, or changes in the valuation of, deferred tax assets; and
•changes in tax laws, regulations and interpretations thereof or issuance of new interpretations of laws or regulations applicable to us.
For instance, many foreign jurisdictions are actively considering, and some have enacted, changes to existing tax laws as a result of the base erosion and profit shifting project undertaken by the Organization for Economic Co-Operation and Development. As these changes are enacted, our tax obligations could increase in countries where we do business or sell our products.
The terms of our credit agreement subject us to risks if we fail to satisfy financial ratios and comply with numerous covenants.
Our credit agreement with JPMorgan Chase Bank, N.A. contains, and any future debt agreements into which we enter may contain, certain financial ratios and certain restrictive covenants that, among other things, limit our ability to incur indebtedness or liens, acquire other businesses, dispose of assets, or make investments. Our ability to make scheduled payments on these borrowings and to satisfy financial ratios may be adversely affected by changes in economic or business conditions beyond our control, while the restrictive covenants to which we are subject may limit our ability to take advantage of potential business opportunities as they arise. Failure to satisfy these financial ratios or to comply with the covenants in our credit agreement would constitute a default. An uncured default with respect to one or more of our covenants could result in outstanding borrowings thereunder being declared immediately due and payable, which may also trigger an obligation to repay other outstanding indebtedness. Any such acceleration of our indebtedness would have a material adverse effect on our cash flows, financial position and results of operations.
We may be adversely affected by litigation stemming from product liability and other claims.
Our products may contain defects that we do not detect before sale, which may lead to warranty or damage claims against us or product recalls. We are involved in various unresolved legal matters that arise in the ordinary course of our operations or otherwise, including asbestos-related product liability claims related to our operations before the 1990s. For additional information, refer to “Item 3. Legal Proceedings” and “Note 10 – Commitments and Contingencies” to “Item 8. Financial
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Statements and Supplementary Data.” We maintain insurance coverage with respect to certain claims, but the policy coverage limits may not be adequate or cover a particular loss. Costs associated with, among other things, the defense of, or settlements or judgments relating to, claims against us that are not covered by insurance or that result in settlements in excess of insurance coverage may adversely affect our business, results of operations and financial position. Irrespective of insurance coverage, claims against us could divert the attention of our senior management and/or result in reputational damage, thereby adversely affecting our business.
Our projections on the potential exposure and expected insurance coverage relating to our asbestos-related product liability claims are based on a number of assumptions, including the number of new claims to be filed each year, the average cost of disposing of such claims, the length of time it takes to dispose of such claims, coverage issues among insurers and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the U.S. The full extent of our financial exposure to asbestos-related litigation remains very difficult to estimate and could include both compensatory and punitive damage awards. To the extent such assumptions are inaccurate, the net liabilities that we have recorded in our financial statements may fail to approximate the losses we could suffer in connection with such claims.
We may incur substantial costs to comply with climate change legislation and related regulatory initiatives.
Jurisdictions in which we operate, including, in particular, the EU, are preparing national legislation and protection plans to implement their emission reduction commitments under the Paris Agreement. In June 2021, the European Climate Law set legally binding targets of net zero GHG emissions by 2050, and a 55% reduction in GHG emissions by 2030. In December 2022, the EU announced forthcoming regulations to support the 2030 climate target, including a revision of the EU Emissions Trading System, and the introduction of a Carbon Border Adjustment Mechanism. Our operations in Europe participate in the Emissions Trading System and we meet our obligations through a combination of free and purchased emission allowances. We anticipate the forthcoming regulations will result in an accelerated reduction of our free allowances and higher market prices for purchased allowances. In addition, in January 2023, the EU adopted the Corporate Sustainability Reporting Directive which requires EU and non-EU companies with activities in the EU to file annual sustainability reports including climate-related information. These and other future regulations could result in increased costs, additional capital expenditures, and/or restrictions on operations.
Effective January of 2026, the U.S. withdrew from the Paris Agreement and pulled back various sustainability-related federal commitments and incentives, however, states continue to adopt their own sustainability regulations. For example, California adopted the Climate Accountability Package in 2023 that introduces extensive climate-related disclosure requirements, although these have been challenged in the courts and there is uncertainty regarding what regulatory or executive actions may be forthcoming. Given these uncertainties, it is difficult to accurately estimate at this time if U.S. federal or state-level activity could result in increased operating costs for compliance, required acquisition or trading of emission allowances, or compliance costs associated with additional regulatory frameworks for a range of potential carbon reduction projects, including carbon capture, use, and sequestration projects. Additionally, demand for the products we produce may be reduced should the Company be unable to meet regulatory requirements.
Our business could be negatively affected as a result of actions of activist shareholders, and such activism could impact the trading value of our securities.
In recent years, shareholder activists have become involved in numerous public companies. While we strive to maintain constructive communications with our shareholders, activist shareholders have engaged and may, from time to time, engage in proxy solicitations or shareholder proposals, or otherwise attempt to effect changes and assert influence on our board of directors and management.
Responding to actions by activist shareholders can be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. Such activities could interfere with our ability to execute our strategic plan. In addition, a proxy contest for the election of directors at our annual meeting of shareholders would require us to incur significant legal fees and proxy solicitation expenses and require significant time and attention by management and our board of directors. The perceived uncertainties as to our future direction also could affect the market price and volatility of our securities.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Safeguarding our information technology systems, intellectual property, and the confidential information and personal data that customers, suppliers, business partners, employees and others share with us is a critical concern for our business. As such, we have processes in place to assess, identify, and manage material cybersecurity threats and incidents. Key to these efforts is our cybersecurity risk management program (the “Cybersecurity Program”). We aim to incorporate industry best practices throughout our Cybersecurity Program. It is founded on the NIST’s Cybersecurity Framework (Identify, Protect, Detect, Respond and Recover) and includes elements of ISO 27001 standards, NIST SP 800-171 guidance, the ISO, and other
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We regularly remind employees of the importance of handling and protecting customer and employee data, including through periodic security training to enhance employee awareness of how to detect and respond to cybersecurity incidents. We also conduct tabletop exercises to simulate response plans to various cybersecurity incidents. Our team of cybersecurity professionals then collaborate with relevant stakeholders within our Company to evaluate and adjust our detection and mitigation strategies.
We impose security requirements upon our suppliers, including maintaining an effective security management program, abiding by information handling and asset management requirements; and notifying us in the event of any known or suspected cyber incident.
Our VP of Information Technology is responsible for leading the Cybersecurity Program, which is coordinated and primarily executed by the Chief Information Security Officer.
For a discussion regarding risks from cybersecurity threats that have or are reasonably likely to materially affect our Company, see the risk factor titled “A significant disruption in, or breach in security of, our information technology systems or violations of data protection laws could materially adversely affect our business and reputation” in “Item 1A. Risk Factors.”
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Item 2. Properties
We operate various general offices and manufacturing facilities throughout North America, Europe and Asia. The following table provides certain information about the material general offices and manufacturing facilities used by our operating segments:
| Location | Floor Space (Square Feet) | Type of Facility | Leased / Owned | Operating Segment | ||||||||||||||||||||||
| North America | ||||||||||||||||||||||||||
| Chandler, Arizona | 147,000 | Manufacturing / Administrative Offices / Innovation Center | Owned | AES | ||||||||||||||||||||||
| Chandler, Arizona | 105,100 | Manufacturing | Owned | AES | ||||||||||||||||||||||
| Chandler, Arizona | 75,000 | Administrative Offices | Owned | All | ||||||||||||||||||||||
| Chandler, Arizona | 17,000 | Warehouse | Leased through 3/2026 | AES | ||||||||||||||||||||||
| Rogers, Connecticut | 388,100 | Manufacturing / Administrative Offices / Innovation Center | Owned | All | ||||||||||||||||||||||
| Woodstock, Connecticut | 150,600 | Manufacturing | Owned | EMS | ||||||||||||||||||||||
| Carol Stream, Illinois | 216,600 | Manufacturing | Owned | EMS | ||||||||||||||||||||||
| Bear, Delaware | 125,000 | Manufacturing | Owned | All | ||||||||||||||||||||||
| Narragansett, Rhode Island | 84,600 | Manufacturing | Owned | EMS | ||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Eschenbach, Germany | 149,000 | Manufacturing | Owned | AES | ||||||||||||||||||||||
| Eschenbach, Germany | 51,100 | Warehouse | Leased through 12/2026 | AES | ||||||||||||||||||||||
| Eschenbach, Germany | 20,700 | Innovation Center | Leased through 11/2026 | AES | ||||||||||||||||||||||
| Eschenbach, Germany | 4,400 | Warehouse | Leased through 9/2027 | AES | ||||||||||||||||||||||
| Eschenbach, Germany | 24,100 | Warehouse | Leased through 3/2027 | AES | ||||||||||||||||||||||
| Evergem, Belgium | 116,500 | Manufacturing / Administrative Offices | Owned | All | ||||||||||||||||||||||
| Evergem, Belgium | 88,200 | Warehouse | Leased through 6/2027 | All | ||||||||||||||||||||||
| Budapest, Hungary | 46,800 | Manufacturing | Leased through 2/2028 | AES | ||||||||||||||||||||||
| Blackburn, England | 58,000 | Manufacturing / Warehouse | Owned | EMS | ||||||||||||||||||||||
| Blackburn, England | 9,000 | Warehouse | Leased through 8/2029 | EMS | ||||||||||||||||||||||
| Asia | ||||||||||||||||||||||||||
| Suzhou, China | 682,000 | Manufacturing / Administrative Offices / Innovation Center | Owned | All | ||||||||||||||||||||||
| Suzhou, China | 77,000 | Manufacturing | Leased through 12/2031 | EMS | ||||||||||||||||||||||
| Suzhou, China | 75,000 | Manufacturing | Leased through 5/2033 | EMS | ||||||||||||||||||||||
| Suzhou, China | 164,000 | Manufacturing | Leased through 9/2033 | AES | ||||||||||||||||||||||
| Suzhou, China | 27,000 | Manufacturing | Leased through 5/2027 | EMS | ||||||||||||||||||||||
| Ansan, South Korea | 51,300 | Manufacturing | Leased through 9/2030 | EMS | ||||||||||||||||||||||
Item 3. Legal Proceedings
The information called for by this item is incorporated herein by reference to the information set forth in “Note 10 – Commitments and Contingencies” to “Item 8. Financial Statements and Supplementary Data.”
Item 4. Mine Safety Disclosures
Not applicable.
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Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Capital Stock Market Prices and Dividend Policy
Our capital stock is traded on the New York Stock Exchange under the symbol “ROG”. As of the end of business on February 16, 2026, we had 226 shareholders of record. The actual number of holders of our capital stock is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. This number of holders of record also does not include shareholders whose shares may be held in trust by other entities.
We currently retain all of our earnings for use in the operation and expansion of our business, to repurchase or redeem capital stock, and in instances when we have debt, the repayment of debt. We have never declared or paid any cash dividends on our capital stock and may not pay any cash dividends in the foreseeable future. Whether or not dividends will be paid in the future will depend on, among other things, our results of operations, financial condition, level of indebtedness, cash requirements, covenants in our financings, contractual restrictions and other factors that our board of directors and our shareholders may deem relevant.
Performance Graph
The following graph compares the cumulative total return on our capital stock over the past five fiscal years with the cumulative total return on the S&P 500 Industrials Index and the S&P Small Cap 600 Electronic Equipment, Instruments & Components Index. The graph tracks the performance of a $100 investment in our capital stock and in each of the indexes (with the reinvestment of all dividends) on the date specified.
Issuer Purchases of Equity Securities
In 2015, we initiated a share repurchase program of up to $100.0 million of our capital stock to mitigate the dilutive effects of stock options exercises and vesting of restricted stock units granted by the Company, in addition to enhancing shareholder value. In 2024, the Board of Directors authorized an additional $100.0 million to be used for share repurchases. Our share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. In 2025, we purchased 738,145 shares at a total cost of $52.4 million. There were 188,438 shares repurchased at a total cost of $19.8 million in 2024. There were no shares repurchased in 2023. As of December 31, 2025, $51.8 million remained available to purchase
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under our share repurchase program. For additional information regarding share repurchases, refer to “Note 12 – Capital Stock and Equity Compensation” to “Item 8. Financial Statements and Supplementary Data.”
| (Dollars in millions, except shares and per share amounts) | ||||||||||||||||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs | ||||||||||||||||||||||
| May 1, 2025 to May 31, 2025 | 406,560 | $ | 63.09 | 405,560 | $ | 77.4 | ||||||||||||||||||||
| June 1, 2025 to June 30, 2025 | 19,430 | $ | 66.01 | 19,430 | $ | 76.1 | ||||||||||||||||||||
| August 1, 2025 to August 31, 2025 | 137,879 | $ | 72.50 | 137,879 | $ | 66.1 | ||||||||||||||||||||
| October 1, 2025 to October 31, 2025 | 4,500 | $ | 84.89 | 4,500 | $ | 65.7 | ||||||||||||||||||||
| November 1, 2025 to November 30, 2025 | 169,776 | $ | 82.00 | 169,776 | $ | 51.8 | ||||||||||||||||||||
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Position
The following discussion and analysis of our results of operations and financial position should be read together with our consolidated financial statements and accompanying notes, which are contained in “Item 8. Financial Statements and Supplementary Data.” The discussion of the comparison of our 2024 and 2023 results was previously disclosed within the Management’s Discussion & Analysis in Part II, Item 7 of the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2025 and has been omitted from this section pursuant to Instruction 1 to Item 303(b) of Regulation S-K.
Company Overview and Strategy
We design, develop, manufacture and sell high-performance and high-reliability engineered materials and components to meet our customers’ challenges. We operate two strategic operating segments: AES and EMS. Our remaining operations, which represent non-core businesses, are reported in our Other operating segment. We are headquartered in Chandler, Arizona.
Our growth and profitability strategy is based upon the following principles: (1) market-driven organization, (2) innovation leadership, (3) operational excellence, and (4) synergistic mergers and acquisitions. Our priorities in executing this strategy are focused on driving near-term improvements to profitability and improving the growth outlook for the Company over the next several years by further strengthening our focus on commercial activities, optimizing our global capacity to meet customer demand and driving innovation.
As a market-driven organization, we are focused on capitalizing on growth opportunities in multiple end markets. This includes the automotive industry, where there are market opportunities resulting from the continuing trends in vehicle electrification, and ADAS adoption. Other opportunities are driven by the advancement of communication systems in aerospace and defense, the growth of next-generation smartphones in the portable electronics industry, and the continued expansion of renewable energy. In addition to our focus on these markets, we sell into a variety of other markets, including industrial, wireless infrastructure and mass transit.
Our growth strategy is based on addressing trends in these markets and maintaining a strong customer-centric focus. Our sales engineers and technical service employees work closely with our customers to understand their needs and then leverage our development capabilities and applications expertise to provide customized solutions. Our strategy is supported by an expansive product portfolio and a reputation for producing high performance and reliable products. We expect to secure further commercial wins and improve sales as we execute on this strategy.
Our operational excellence efforts are focused on driving ongoing cost improvements and efficiencies to further enhance our profitability while enhancing the agility and customer focus of the organization. These efforts include focusing on improving yields, throughput, procurement capabilities, and manufacturing processes. We have also taken specific cost improvement actions in recent quarters that have and will benefit our performance. These actions include optimizing our manufacturing footprint, and reducing manufacturing and corporate employees. We continue to review and re-align our manufacturing and engineering footprint in an effort to maintain a leading competitive position globally and to support our customers’ growth initiatives.
We seek to enhance our operational and financial performance by investing in research and development, manufacturing and materials efficiencies, and new product initiatives that respond to the needs of our customers. We strive to evaluate operational and strategic alternatives to improve our business structure and align our business with the changing needs of our customers and evolving industry trends.
If we successfully execute this growth and operational improvement strategy, we see an opportunity, over the next several years, to increase revenues from current levels and further improve profitability. The increase in revenues is largely expected to come from our organic business, with the potential to augment this growth through targeted acquisitions.
Executive Summary
The following key highlights and factors should be considered when reviewing our results of operations, financial position and liquidity:
•In 2025, as compared to 2024, our net sales decreased by 2.3% to $810.8 million, our gross margin decreased 170 basis points to 31.7% from 33.4%, and operating income as a percentage of net sales decreased 860 basis points to (5.6%) from 3.0%.
•We recognized impairment charges of $71.8 million in 2025 related to our curamik® reporting unit within our AES operating segment, and $1.9 million related to the impairment of our facility lease in Mexico.
•We recognized restructuring charges of $23.4 million in 2025 due to our wind down of manufacturing operations for our AES operating segment in our Evergem, Belgium facility, phase one of curamik® manufacturing footprint consolidation, our executive leadership transition, and the reduction of our global workforce.
•We repurchased 738,145 shares of our capital stock for $52.4 million in 2025.
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Results of Operations
The following table sets forth, for the periods indicated, selected operations data expressed as a percentage of net sales:
| 2025 | 2024 | ||||||||||
| Net sales | 100.0 | % | 100.0 | % | |||||||
| Gross margin | 31.7 | % | 33.4 | % | |||||||
| Selling, general and administrative expenses | 21.8 | % | 23.3 | % | |||||||
| Research and development expenses | 3.5 | % | 4.2 | % | |||||||
| Restructuring and impairment charges | 12.0 | % | 2.9 | % | |||||||
| Other operating (income) expense, net | — | % | — | % | |||||||
| Operating income (loss) | (5.6) | % | 3.0 | % | |||||||
| Equity income in unconsolidated joint ventures | — | % | 0.2 | % | |||||||
| Other income (expense), net | (0.1) | % | 1.0 | % | |||||||
| Interest income (expense), net | 0.1 | % | (0.1) | % | |||||||
| Income (loss) before income taxes | (5.6) | % | 4.1 | % | |||||||
| Income tax expense | 2.0 | % | 1.0 | % | |||||||
| Net income (loss) | (7.6) | % | 3.1 | % | |||||||
Net Sales and Gross Margin
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Net sales | $ | 810.8 | $ | 830.1 | |||||||
| Gross margin | $ | 256.8 | $ | 277.1 | |||||||
| Percentage of net sales | 31.7 | % | 33.4 | % | |||||||
Net sales decreased by 2.3% in 2025 compared to 2024. Our AES and EMS operating segments had net sales decreases of 1.5% and 3.1%, respectively. The decrease in net sales was primarily due to lower net sales in the wireless infrastructure and EV/HEV markets, partially offset by higher net sales in the aerospace and defense and ADAS markets. We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjust to changing regional demands. We experienced lower wireless infrastructure net sales as a program for a key customer was launched and completed in 2024. Net sales were favorably impacted by foreign currency impacts of $6.0 million, or 0.7%, due to the appreciation in value of the euro relative to the U.S. dollar, partially offset by depreciation in value of the Korean won and Chinese renminbi, relative to the U.S. dollar.
Gross margin as a percentage of net sales decreased 170 basis points to 31.7% in 2025 compared to 33.4% in 2024. Gross margin in 2025 declined due to lower volumes and related utilization headwinds and unfavorable yield performance, partially offset by favorable mix and cost savings from our manufacturing footprint consolidation in Belgium.
Selling, General and Administrative Expenses
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Selling, general and administrative expenses | $ | 176.6 | $ | 193.4 | |||||||
| Percentage of net sales | 21.8 | % | 23.3 | % | |||||||
SG&A expenses decreased 8.7% in 2025 from 2024, primarily due to an $10.6 million decrease in compensation and benefits expense due to our overall reduction in employee count, a $7.2 million decrease in professional services expenses, and a $1.4 million decrease in intangible asset amortization, partially offset by a $3.3 million increase in fixed asset depreciation.
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Research and Development Expenses
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Research and development expenses | $ | 28.1 | $ | 34.6 | |||||||
| Percentage of net sales | 3.5 | % | 4.2 | % | |||||||
R&D expenses decreased 18.8% in 2025 from 2024, primarily due to a $3.4 million decrease in compensation and benefits expense and a $1.8 million decrease in R&D trials. The decrease in compensation and benefits expense was largely driven by overall reduction in employee count and cost savings related to our exit from our Burlington, Massachusetts Innovation Center facility.
Restructuring and Impairment Charges and Other Operating (Income) Expense, Net
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Restructuring and impairment charges | $ | 97.1 | $ | 24.1 | |||||||
| Other operating (income) expense, net | $ | — | $ | 0.1 | |||||||
We recognized $23.4 million and $16.2 million of restructuring charges in 2025 and 2024, respectively. The restructuring charges in 2025 were related to manufacturing footprint consolidation efforts, which impacted our facilities in Evergem, Belgium and Eschenbach, Germany, our global reduction in workforce, and our executive leadership transition. The restructuring charges in 2024 were related to manufacturing footprint consolidation efforts, the R&D facility exit plan, and the reduction in global workforce.
We recognized $71.8 million of impairment charges in 2025 related to our curamik® reporting unit within our AES operating segment as well as $1.9 million of impairment charges related to our facility lease in Mexico. For additional information, refer to “Note 7 – Goodwill and Intangible Assets” and "Note 6 – Leases” to “Item 8. Financial Statements and Supplementary Data.” We recognized $7.9 million of impairment charges in 2024 related to our new ERP system still in development. For additional information, refer to “Note 14 – Supplemental Financial Information” to “Item 8. Financial Statements and Supplementary Data.”
Equity Income in Unconsolidated Joint Ventures
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Equity income in unconsolidated joint ventures | $ | — | $ | 1.4 | |||||||
Up until early November, 2024, we had two unconsolidated, 50% owned, JVs: RIC and RIS. In early November, 2024, our JV relationships were discontinued resulting in the year-over-year decrease in equity income in those unconsolidated JVs. For additional information, refer to “Note 16 – Mergers and Acquisitions” to “Item 8. Financial Statements and Supplementary Data.”
Other Income (Expense), Net
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Other income (expense), net | $ | (0.9) | $ | 8.8 | |||||||
Other income (expense), net decreased to $0.9 million of expense in 2025 compared to $8.8 million of income in 2024. The decrease was due to the recognition of a $7.7 million gain in 2024 in connection with the execution of the JV Separation Agreement with INOAC, $2.3 million of unfavorable year-over-year changes in impacts from our foreign currency transactions, $1.4 million of unfavorable year-over-year changes in impacts from our foreign currency derivatives, partially offset by $1.9 million in favorable year-over-year changes from our copper derivatives.
Interest Income (Expense), Net
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Interest income (expense), net | $ | 0.8 | $ | (0.8) | |||||||
Interest income (expense), net, increased by $1.6 million in 2025 from 2024, due to higher income on interest-bearing cash accounts and a lower average outstanding balance on our revolving credit facility.
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Income Tax Expense
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Income tax expense | $ | 16.7 | $ | 8.2 | |||||||
| Effective tax rate | (37.0) | % | 23.9 | % | |||||||
Operating Segment Net Sales and Gross Margin
Advanced Electronics Solutions
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Net sales | $ | 445.2 | $ | 452.2 | |||||||
| Gross margin | $ | 132.0 | $ | 132.6 | |||||||
| Percentage of net sales | 29.6 | % | 29.3 | % | |||||||
Our AES operating segment net sales decreased by 1.5% in 2025 compared to 2024. The decrease in net sales was primarily driven by lower net sales in the wireless infrastructure and EV/HEV markets, partially offset by higher net sales in the ADAS and aerospace and defense markets. EV/HEV net sales were lower as customers continued to manage inventory levels and adjusted to changing regional demands. Wireless infrastructure net sales decreased as a program for a key customer was launched and completed in 2024. Net sales were favorably impacted by foreign currency fluctuations of $4.8 million, or 1.1%, due to the appreciation in value of the euro relative to the U.S. dollar, partially offset by the depreciation in value of Chinese renminbi and Korean won relative to the U.S. dollar.
Our AES operating segment gross margin as a percentage of net sales increased 30 basis points to 29.6% in 2025 compared to 29.3% in 2024. Gross margin in 2025 increased due to favorable mix and cost savings from our manufacturing footprint consolidation in Belgium, partially offset by lower volume and related utilization headwinds and unfavorable yield performance.
Elastomeric Material Solutions
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Net sales | $ | 349.7 | $ | 360.9 | |||||||
| Gross margin | $ | 119.7 | $ | 138.5 | |||||||
| Percentage of net sales | 34.2 | % | 38.4 | % | |||||||
Our EMS operating segment net sales decreased by 3.1% in 2025 compared to 2024. The decrease in net sales was primarily driven by lower net sales in the EV/HEV market, partially offset by higher net sales in the industrial market. We experienced lower EV/HEV net sales due to customer inventory management in response to end market demands. Net sales were favorably impacted by foreign currency fluctuations of $1.2 million, or 0.3%, due to the appreciation in value of the euro and British pound relative to the U.S. dollar, partially offset by the depreciation in value of Chinese renminbi and Korean won relative to the U.S. dollar.
Our EMS operating segment gross margin as a percentage of net sales decreased 420 basis points to 34.2% in 2025 compared to 38.4% in 2024. Gross margin in 2025 declined due to lower volumes and related utilization headwinds, unfavorable mix and unfavorable yield performance.
Other
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Net sales | $ | 15.9 | $ | 17.0 | |||||||
| Gross margin | $ | 5.1 | $ | 6.0 | |||||||
| Percentage of net sales | 32.1 | % | 35.3 | % | |||||||
Net sales in our Other operating segment decreased by 6.5% in 2025 from 2024. Our Other operating segment gross margin as a percentage of net sales decreased 320 basis points to 32.1% in 2025 compared to 35.3% in 2024. Gross margin in 2025 declined due to lower volumes and unfavorable mix.
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Liquidity, Capital Resources and Financial Position
We believe that our existing sources of liquidity and cash flows that are expected to be generated from our operations, together with our available credit facilities, will be sufficient to fund our operations, currently planned capital expenditures and R&D efforts for at least the next 12 months. We regularly review and evaluate the adequacy of our cash flows, borrowing facilities and banking relationships, seeking to ensure that we have the appropriate access to cash to fund both our near-term operating needs and our long-term strategic initiatives.
The following table illustrates the location of our cash and cash equivalents by our three major geographic areas:
| As of December 31, | |||||||||||
| (Dollars in millions) | 2025 | 2024 | |||||||||
| U.S. | $ | 100.1 | $ | 84.7 | |||||||
| Europe | 40.7 | 37.4 | |||||||||
| Asia | 56.2 | 37.7 | |||||||||
| Total cash and cash equivalents | $ | 197.0 | $ | 159.8 | |||||||
Approximately $96.9 million of our cash and cash equivalents were held by non-U.S. subsidiaries as of December 31, 2025. We did not make any changes in 2025 to our position on the permanent reinvestment of our earnings from foreign operations. With the exception of certain Asian entities, we continue to assert that foreign earnings are indefinitely reinvested.
Net working capital was $373.9 million and $370.4 million as of December 31, 2025 and 2024, respectively.
Key Financial Position Accounts
| As of December 31, | |||||||||||
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Cash and cash equivalents | $ | 197.0 | $ | 159.8 | |||||||
| Accounts receivable, net | 130.6 | 135.3 | |||||||||
| Inventories, net | 125.0 | 142.3 | |||||||||
Significant changes in our statement of financial position accounts from December 31, 2024 to December 31, 2025 were as follows:
•Cash and cash equivalents were $197.0 million as compared to $159.8 million as of December 31, 2024, an increase of $37.2 million, or 23.3%. This increase was primarily due to our cash flows provided by operations and $14.2 million in proceeds from the sale fixed assets primarily related to the sale of our Price Road facility, partially offset by $52.4 million in share repurchases and $30.1 million in capital expenditures, as well as the effect of net financing and investing activity outflows during the year.
•Accounts receivable, net decreased 3.5% to $130.6 million as of December 31, 2025, from $135.3 million as of December 31, 2024. The decrease from year-end was primarily due to a decrease in sales across our segments and a $1.0 million decrease in VAT receivable, partially offset by a $0.5 million increase in current taxes receivable.
•Inventories, net decreased 12.2% to $125.0 million as of December 31, 2025, from $142.3 million as of December 31, 2024. primarily driven by reductions in raw materials and finished goods inventories, partially offset by higher levels of work-in-process inventory.
| (Dollars in millions) | Year Ended December 31, | ||||||||||
| Key Cash Flow Measures: | 2025 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 101.2 | $ | 127.1 | |||||||
| Net cash used in investing activities | (14.8) | (45.6) | |||||||||
| Net cash used in financing activities | (53.9) | (50.1) | |||||||||
In 2026, we expect capital spending to be in the range of approximately $30.0 million to $40.0 million, of which we are contractually committed to $4.7 million as of December 31, 2025. We plan to fund our capital spending in 2026 with cash from operations and cash on-hand.
Excluding $2.9 million of inventory purchase commitments, there are no contractual obligations requiring material cash requirements in 2026 and beyond, excluding those already noted, including those related to our outstanding borrowings under our revolving credit facility, our operating and finance lease obligations and our pension benefit and other postretirement
24
benefit obligations, which are discussed in “Note 9 – Revolving Credit Facility ,” “Note 6 – Leases” and “Note 8 – Postretirement Benefits,” to “Item 8. Financial Statements and Supplementary Data,” respectively.
We do not have any off-balance sheet arrangements that have, or are, in the opinion of management, reasonably likely to have a current or future material effect on our results of operations or financial position.
Restriction on Payment of Dividends
The Fifth Amended Credit Agreement generally permits us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our total net leverage ratio does not exceed 2.75 to 1.00. If our total net leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $20.0 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments. Our total net leverage ratio did not exceed 2.75 to 1.00 as of December 31, 2025. For additional information regarding the Fifth Amended Credit Agreement, refer to “Note 9 – Revolving Credit Facility ” to “Item 8. Financial Statements and Supplementary Data.”
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP, which require management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances and believe that appropriate reserves have been established using reasonable methodologies and appropriate assumptions based on facts and circumstances that are known; however, actual results may differ from these estimates under different assumptions or conditions. Certain accounting policies may require a choice between acceptable accounting methods or may require substantial judgment or estimation in their application. A summary of our critical accounting policies and estimates is presented below:
Product Liabilities
We endeavor to maintain insurance coverage with reasonable deductible levels to protect us from potential exposures to product liability claims. Any liability associated with such claims is based on management’s best estimate of the potential claim value, while insurance recoverables associated with related claims are not recorded until verified by the insurance carrier.
For asbestos-related claims, we recognize projected asbestos liabilities and related insurance recoverables, with any difference between the liability and related insurance recoverable recognized as an expense in the consolidated statements of operations. Our estimates of asbestos-related contingent liabilities and related insurance recoverables are based on a claim projection analysis and an insurance usage analysis prepared annually by third parties. The claim projection analysis contains numerous assumptions, including number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, average indemnity costs, average defense costs, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards, including potential tort reform. Furthermore, any predictions with respect to these assumptions are subject to even greater uncertainty as the projection period lengthens. The insurance usage analysis considers, among other things, applicable deductibles, retentions and policy limits, the solvency and historical payment experience of various insurance carriers, the likelihood of recovery as estimated by external legal counsel and existing insurance settlements.
The liability projection period covers all current and future indemnity and defense costs through 2064, which represents the expected end of our asbestos liability exposure with no further ongoing claims expected beyond that date. This conclusion was based on our history and experience with the claims data, the diminished volatility and consistency of observable claims data, the period of time that has elapsed since we stopped manufacturing products that contained encapsulated asbestos and an expected downward trend in claims due to the average age of our claimants, which is approaching the average life expectancy.
Our accrued asbestos liabilities may not approximate our actual asbestos-related indemnity and defense costs, and our accrued insurance recoveries may not be realized. We believe it is reasonably possible that we may incur additional charges for our asbestos liabilities and defense costs in the future that could exceed existing reserves and insurance recoveries. We plan to continue to vigorously defend ourselves and believe we have substantial unutilized insurance coverage to mitigate future costs related to this matter.
We review our asbestos-related projections annually in the fourth quarter of each year unless facts and circumstances materially change during the year, at which time we would analyze these projections. We believe the assumptions made on the potential exposure and expected insurance coverage are reasonable at the present time, but are subject to uncertainty based on the actual future outcome of our asbestos litigation.
As of December 31, 2025, the estimated liabilities and estimated insurance recoveries for all current and future indemnity and defense costs projected through 2064 were $57.4 million and $52.8 million, respectively.
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Goodwill
Goodwill is evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired. We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative analysis indicates that an impairment is more likely than not for any reporting unit, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, we perform a quantitative impairment test for that reporting unit. We also have the option to bypass the qualitative analysis for any reporting unit and proceed directly to performing a quantitative impairment test. The application of the quantitative assessment requires significant judgment, including the assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit.
In recent years, management's annual goodwill impairment assessments had been qualitative assessments for all reporting units. During the second quarter of 2025, changing market competition and supply dynamics impacted our curamik® reporting unit, which resulted in reduced demand forecasts for short and mid-term net sales and gross margin for the reporting unit, creating a triggering event that required an interim quantitative impairment assessment. The interim quantitative assessment resulted in the recognition of a non-cash impairment charge to our curamik® reporting unit’s goodwill of $67.3 million, which represents a full impairment. In connection with management’s annual assessment in 2025, management elected to bypass a qualitative assessment and perform a quantitative assessment for all reporting units with a remaining goodwill balance. No additional impairments were recorded as a result of such assessments. For additional information, refer to “Note 7 – Goodwill and Intangible Assets”.
The application of the quantitative assessment requires significant judgment, including the assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit for which a quantitative assessment is performed. We estimate the fair value of each of our reporting units using either an income approach based on the present value of future cash flows through a multi-year discounted cash flow analysis or using an estimated weighting between both an income approach and market approach. Determination of fair value is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, cost of sales, gross margin and operating margin, discount rates, terminal growth rates, future market conditions, and market multiples, among others. Changes in factors and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time at which such impairments are recognized. We assessed the assumptions used in the quantitative impairment assessment to be reasonable and consistent with assumptions that would have been used by other market participants. For additional information, refer to “Note 7 – Goodwill and Intangible Assets” to “Item 8. Financial Statements and Supplementary Data.”
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
•Foreign Currency Risk
Our financial results are affected by changes in foreign exchange rates and economic conditions in foreign countries in which we operate. Our primary overseas markets are in Europe and Asia, thus exposing us to exchange rate risk from fluctuations in the euro, the Chinese renminbi, the British pound, the Japanese yen, the South Korean won and certain other currencies. We seek to mitigate exposure to variability in currency exchange rates, when possible, through the use of natural hedges, whereby purchases and sales in the same foreign currency and with similar maturity dates offset one another. We further seek to mitigate this exposure through hedging activities by entering into foreign exchange forward contracts with third parties when the use of natural hedges is not possible or desirable. We currently do not use derivative instruments for trading or speculative purposes. We monitor foreign exchange risks and at times manage such risks in specific transactions. Our risk management process primarily uses analytical techniques and sensitivity analysis. In 2025, a 10% strengthening of the U.S. dollar relative to other currencies would have resulted in a decrease to net sales and net income of approximately $38.9 million and $1.2 million, respectively, while a 10% weakening of the U.S. dollar relative to other currencies would have resulted in an increase to net sales and net income of approximately $47.6 million and $1.7 million, respectively. These impacts are not reflective of the effects of our foreign currency forward contracts.
•Interest Rate Risk
As of December 31, 2025, we had no borrowings outstanding under our revolving credit facility. The interest charged on these borrowings fluctuates with movements in the benchmark SOFR. As of December 31, 2025, the interest rate on our revolving credit facility was 5.64%, and a 100-basis point increase in SOFR would have had no impact for the year ended December 31, 2025 as there were no borrowings on the revolver during the year.
•Commodity Risk
We are subject to fluctuations in the cost of raw materials used to manufacture our materials and products. In particular, we are exposed to market fluctuations in commodity pricing as we utilize certain materials, such as copper and ceramic, which are key materials in certain of our products. In order to minimize the risk of market-driven price changes in these commodities, we utilize hedging strategies to insulate us against price fluctuations of copper, the most frequently used commodity in our manufacturing processes. We currently do not use hedging strategies to minimize the risk of price fluctuations on other commodity-based raw materials; however, we regularly review such strategies to hedge market risk on an ongoing basis.
For additional discussion, refer to “Note 3 – Derivatives and Hedging” to “Item 8. Financial Statements and Supplementary Data.”
27
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Rogers Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Rogers Corporation and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Asbestos-Related Liabilities and Insurance Recoverables
As described in Notes 1 and 10 to the consolidated financial statements, the Company's consolidated asbestos-related liabilities and asbestos-related insurance recoverables balances were $57.4 million and $52.8 million, respectively, as of December 31, 2025. Management reviews the asbestos-related projections annually in the fourth quarter of each year unless facts and circumstances materially change during the year, at which time management would analyze these projections. Management recognizes a liability for asbestos-related contingencies that are probable of occurrence and reasonably estimable. In connection with the recognition of liabilities for asbestos-related matters, management records asbestos-related insurance recoverables that are deemed probable. Management's estimates of asbestos-related contingent liabilities and related insurance recoverables are based on a claim projection analysis and an insurance usage analysis, prepared annually by third parties. The claim projection analysis contains numerous assumptions, including the number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, average indemnity costs, average defense costs, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards, including potential tort reform. The insurance usage analysis considers, among other things, applicable deductibles, retentions and policy limits, the solvency and historical payment experience of various insurance carriers, the likelihood of recovery as estimated by external legal counsel and existing insurance settlements.
The principal considerations for our determination that performing procedures relating to asbestos-related liabilities and insurance recoverables is a critical audit matter are (i) the significant judgment by management when determining the asbestos-related liabilities and insurance recoverables; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates used in the claim projection analysis; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s estimate of the asbestos-related liabilities and insurance recoverables. These procedures also included, among others (i) testing management's process for determining the asbestos-related liabilities and insurance recoverables estimates; (ii) evaluating the appropriateness of the claim projection and insurance usage estimates methodologies; (iii) testing the completeness and accuracy of the underlying data used in the estimates; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates. Professionals with specialized skill and knowledge were used to assist in evaluating management's estimates methodologies and the significant assumptions related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates.
Interim Goodwill Impairment Assessment - curamik® Reporting Unit
As described in Notes 1 and 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was $303.4 million as of December 31, 2025. Goodwill is evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired. In the second quarter of 2025, management concluded that an impairment assessment was required as the fair value of the curamik® reporting unit was more likely than not less than its carrying value based on multiple triggering events. The quantitative goodwill impairment assessment performed over the curamik® reporting unit consisted of a fair value calculation which combined an income approach using the discounted cash flow method and a market approach using the guideline public company method, weighted at 50% each, which was then compared with the reporting unit’s carrying value. Determination of fair value is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, cost of sales, gross margin and operating margin, discount rate, terminal growth rate, future market conditions, and market multiples of earnings before interest, tax, depreciation, and amortization (“EBITDA”) for a group of benchmark companies, among others. As a result, management recorded non-cash impairment charges to the curamik® reporting unit’s goodwill of $67.3 million. The curamik® reporting unit had no remaining goodwill as of December 31, 2025.
The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the curamik® reporting unit is a critical audit matter are (i) the significant judgment by management when
29
developing the fair value estimate of the curamik® reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projections for cost of sales and the discount rate used in the discounted cash flow method, and market multiples of EBITDA for a group of benchmark companies used in the guideline public company method; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of certain controls relating to management’s interim goodwill impairment assessment, including controls over the valuation of the curamik® reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the curamik® reporting unit; (ii) evaluating the appropriateness of the discounted cash flow method and the guideline public company method used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method and the guideline public company method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to projections for cost of sales and discount rate used in the discounted cash flow method and market multiples of EBITDA for a group of benchmark companies used in the guideline public company method. Evaluating management’s assumption related to projections for cost of sales involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the curamik® reporting unit; (ii) the consistency with external market data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and the guideline public company method; (ii) testing the completeness and accuracy of underlying data used in the guideline public company method; and (iii) the reasonableness of the discount rate assumption for the discounted cash flow method and the reasonableness of the market multiples of EBITDA for a group of benchmark companies for the guideline public company method.
/s/ | ||
| February 19, 2026 | ||
| We have served as the Company’s auditor since 2015. | ||
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ROGERS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For each of the fiscal years in the three-year period ended December 31, 2025
| (Dollars and shares in millions, except per share amounts) | 2025 | 2024 | 2023 | ||||||||||||||
| Net sales | $ | $ | $ | ||||||||||||||
| Cost of sales | |||||||||||||||||
| Gross margin | |||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||
| Research and development expenses | |||||||||||||||||
| Restructuring and impairment charges | |||||||||||||||||
| Other operating (income) expense, net | ( | ||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||
| Equity income in unconsolidated joint ventures | |||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||
| Interest income (expense), net | ( | ( | |||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||
| Income tax expense | |||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | |||||||||||||
| Basic earnings (loss) per share | $ | ( | $ | $ | |||||||||||||
| Diluted earnings (loss) per share | $ | ( | $ | $ | |||||||||||||
| Shares used in computing: | |||||||||||||||||
| Basic earnings (loss) per share | |||||||||||||||||
| Diluted earnings (loss) per share | |||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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ROGERS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For each of the fiscal years in the three-year period ended December 31, 2025
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Net income (loss) | $ | ( | $ | $ | |||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||
| Pension and other postretirement benefits: | |||||||||||||||||
| Actuarial net gain (loss) incurred, net of tax (Note 2) | ( | ||||||||||||||||
| Pension settlement charges, net of tax (Note 2) | |||||||||||||||||
| Amortization of loss, net of tax (Note 2) | |||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | ( | $ | ||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
32
ROGERS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| As of December 31, | |||||||||||
| (Dollars and share amounts in millions, except par value of capital stock) | 2025 | 2024 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Contract assets | |||||||||||
| Inventories, net | |||||||||||
| Asbestos-related insurance recoverables, current portion | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net of accumulated depreciation | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net of accumulated amortization | |||||||||||
| Asbestos-related insurance recoverables, non-current portion | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued employee benefits and compensation | |||||||||||
| Accrued income taxes payable | |||||||||||
| Operating lease obligations, current portion | |||||||||||
| Asbestos-related liabilities, current portion | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease obligations, non-current portion | |||||||||||
| Asbestos-related liabilities, non-current portion | |||||||||||
| Non-current income tax | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies (Note 6 and Note 10) | |||||||||||
| Shareholders’ equity | |||||||||||
Capital stock - $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of the consolidated financial statements.
33
ROGERS CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For each of the fiscal years in the three-year period ended December 31, 2025
| (Dollars and share amounts in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Capital Stock | |||||||||||||||||
| Balance, beginning of period | $ | $ | $ | ||||||||||||||
| Shares issued for vested restricted stock units, net of shares withheld for taxes | — | — | |||||||||||||||
| Shares repurchased | ( | ( | — | ||||||||||||||
| Balance, end of period | |||||||||||||||||
| Additional Paid-In Capital | |||||||||||||||||
| Balance, beginning of period | |||||||||||||||||
| Shares issued for vested restricted stock units, net of shares withheld for taxes | ( | ( | ( | ||||||||||||||
| Shares issued for employee stock purchase plan | — | ||||||||||||||||
| Equity compensation expense | |||||||||||||||||
| Shares repurchased, including excise tax | ( | ( | — | ||||||||||||||
| Balance, end of period | |||||||||||||||||
| Retained Earnings | |||||||||||||||||
| Balance, beginning of period | |||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||
| Balance, end of period | |||||||||||||||||
| Accumulated Other Comprehensive Loss | |||||||||||||||||
| Balance, beginning of period | ( | ( | ( | ||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||
| Balance, end of period | ( | ( | ( | ||||||||||||||
| Total Shareholders’ Equity | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
34
ROGERS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For each of the fiscal years in the three-year period ended December 31, 2025
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Operating Activities: | |||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | |||||||||||||
| Adjustments to reconcile net income (loss) to cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Equity compensation expense | |||||||||||||||||
| Deferred income taxes | ( | ( | ( | ||||||||||||||
| Equity in undistributed income of unconsolidated joint ventures | ( | ( | |||||||||||||||
| Dividends received from unconsolidated joint ventures | |||||||||||||||||
| Gain on JV Separation Agreement transactions | ( | ||||||||||||||||
| Gain on sale of business | ( | ||||||||||||||||
| (Gain) loss on sale or disposal of property, plant and equipment | ( | ||||||||||||||||
| Impairment charges | |||||||||||||||||
| Other non-cash charges, net | ( | ||||||||||||||||
| Changes in assets and liabilities: | |||||||||||||||||
| Accounts receivable | ( | ||||||||||||||||
| Proceeds from insurance related to operations | |||||||||||||||||
| Contract assets | ( | ( | |||||||||||||||
| Inventories, net | |||||||||||||||||
| Other current assets | |||||||||||||||||
| Accounts payable and other accrued expenses | ( | ||||||||||||||||
| Other, net | ( | ( | ( | ||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Investing Activities: | |||||||||||||||||
| Capital expenditures | ( | ( | ( | ||||||||||||||
| Disposition of business | |||||||||||||||||
| Net cash from JV Separation Agreement transactions | |||||||||||||||||
| Proceeds from the sale of marketable equity securities | |||||||||||||||||
| Purchases of marketable equity securities | ( | ( | |||||||||||||||
| Proceeds from the sale of property, plant and equipment, net | |||||||||||||||||
| Proceeds from insurance claims | |||||||||||||||||
| Net cash used in investing activities | ( | ( | ( | ||||||||||||||
| Financing Activities: | |||||||||||||||||
| Repayment of debt principal and finance lease obligations | ( | ( | ( | ||||||||||||||
| Line of credit issuance costs | ( | ||||||||||||||||
| Payments of taxes related to net share settlement of equity awards | ( | ( | ( | ||||||||||||||
| Proceeds from issuance of shares to employee stock purchase plan | |||||||||||||||||
| Share repurchases | ( | ( | |||||||||||||||
| Net cash used in financing activities | ( | ( | ( | ||||||||||||||
| Effect of exchange rate fluctuations on cash | ( | ||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | $ | ||||||||||||||
| Supplemental Disclosures: | |||||||||||||||||
| Accrued capital additions | $ | $ | $ | ||||||||||||||
| Cash paid during the year for: | |||||||||||||||||
| Interest, net of amounts capitalized | $ | $ | $ | ||||||||||||||
| Income taxes, net of refunds | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
35
ROGERS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Basis of Presentation, Organization and Summary of Significant Accounting Policies
As used herein, the terms “Company,” “Rogers,” “we,” “us,” “our” and similar terms mean Rogers Corporation and its consolidated subsidiaries, unless the context indicates otherwise.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries, after elimination of intercompany balances and transactions. The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Organization
Our reporting structure is comprised of three
Advanced Electronics Solutions
Our AES operating segment designs, develops, manufactures and sells circuit materials, ceramic substrate materials, busbars and cooling solutions for applications in EV/HEV, automotive (e.g., ADAS), aerospace and defense (e.g., antenna systems, communication systems and phased array radar systems), renewable energy (e.g., wind and solar), wireless infrastructure (e.g., power amplifiers, antennas and small cells), mass transit, industrial (e.g., variable frequency drives), connected devices (e.g., mobile internet devices and thermal solutions) and wired infrastructure (e.g., computing and internet protocol infrastructure) markets. We believe these materials have characteristics that offer performance and other functional advantages in many market applications, which serve to differentiate our products from other commonly available materials. AES products are sold globally to converters, fabricators, distributors and OEMs. Trade names for our AES products include: curamik®, ROLINX®, RO4000® Series, RO3000® Series, RT/duroid®, CLTE Series®, TMM®, AD Series®, DiClad® Series, CuClad® Series, Kappa®, COOLSPAN®, TC Series®, IsoClad® Series, MAGTREX®, IM Series™, 2929 Bondply, SpeedWave® Prepreg, RO4400™/RO4400T™ Series and Radix™. As of December 31, 2025, our AES operating segment had manufacturing and administrative facilities in Chandler, Arizona; Rogers, Connecticut; Bear, Delaware; Eschenbach, Germany; Suzhou, China; Budapest, Hungary; and Evergem, Belgium.
Elastomeric Material Solutions
Our EMS operating segment designs, develops, manufactures and sells engineered material solutions for a wide variety of applications and markets. These include polyurethane and silicone materials used in cushioning, gasketing and sealing, and vibration management applications for EV/HEV, general industrial, portable electronics, automotive, mass transit, aerospace and defense, footwear and impact mitigation markets; customized silicones used in flex heater and semiconductor thermal applications for EV/HEV, general industrial, portable electronics, automotive, mass transit, aerospace and defense and medical markets; polytetrafluoroethylene and ultra-high molecular weight polyethylene materials used in wire and cable protection, electrical insulation, conduction and shielding, hose and belt protection, vibration management, cushioning, gasketing and sealing, and venting applications for EV/HEV, general industrial, automotive and aerospace and defense markets. We believe these materials have characteristics that offer functional advantages in many market applications, which serve to differentiate our products from other commonly available materials. EMS products are sold globally to converters, fabricators, distributors and OEMs. Trade names for our EMS products include: PORON®, BISCO®, DeWAL®, ARLON®, eSorba®, XRD®, Silicone Engineering and R/bak®. As of December 31, 2025, our EMS operating segment had manufacturing and administrative facilities in Rogers, Connecticut; Woodstock, Connecticut; Bear, Delaware; Carol Stream, Illinois; Narragansett, Rhode Island; Evergem, Belgium; Blackburn, England; Ansan, South Korea; and Suzhou, China.
Other
Our Other operating segment consists of elastomer components for applications in the general industrial market, as well as elastomer floats for level sensing in fuel tanks, motors, and storage tanks applications in the general industrial and automotive markets. We sell our elastomer components under our ENDUR® trade name and our floats under our NITROPHYL® trade name.
Summary of Significant Accounting Policies
Cash and Cash Equivalents
Highly liquid investments with original maturities of three months or less are considered cash and cash equivalents. These investments are stated at cost, which approximates fair value.
36
Foreign Currency
All balance sheet accounts of foreign subsidiaries are translated or remeasured at exchange rates in effect at each year end, and income statement items are translated using the average exchange rates for the year. Translation adjustments for those entities that operate under a local currency are recorded directly to a separate component of shareholders’ equity, while remeasurement adjustments for those entities that operate under the parent’s functional currency are recorded in the “Other income (expense), net” line item in the consolidated statements of operations. Currency transaction gains and losses are recorded as income or expense, respectively, in the “Other income (expense), net” line item in the consolidated statements of operations. For the financial statement impacts, refer to Other Income (Expense), net table in “Note 14 – Supplemental Financial Information.”
Accounts Receivable
Allowance for Credit Losses
The allowance for credit losses is determined based on a variety of factors that affect the potential collectability of the related receivables, including the length of time receivables are past due, customer credit ratings, financial stability of customers, specific one-time events and past customer history. In addition, in circumstances where we are made aware of a specific customer’s inability to meet its financial obligations, a specific allowance is established. The majority of accounts are individually evaluated on a regular basis and appropriate reserves are established based on the criteria previously mentioned. The remainder of the reserve is based on our estimates and takes into consideration historical trends, market conditions and the composition of our customer base.
Inventories
Inventories are stated at the lower of cost and net realizable value with costs determined primarily on a first-in, first-out basis. We record allowances for estimated losses due to excess, obsolete and slow-moving inventory that is determined for groups of products based on purchases in the recent past and/or expected future demand, as well as market conditions, design cycles and other economic factors. Abnormal amounts of idle facility expense and waste are not capitalized in inventory. The allocation of fixed production overheads to the inventory cost is based on the normal capacity of the production facilities.
Property, Plant and Equipment
| Property, Plant and Equipment Classification | Estimated Useful Lives | ||||
| Buildings and improvements | |||||
| Machinery and equipment | |||||
| Office equipment and software costs | |||||
Software Costs
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Capitalized software in-service | $ | $ | |||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Capitalized software in-process | |||||||||||
| Capitalized software, net | $ | $ | |||||||||
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The December 31, 2025 and 2024 balances were almost entirely attributable to our multi-year implementation of a new global ERP system expected to occur in phases over the next several years, which will be depreciated through 2040.
Our capitalized cloud computing arrangements contained in the “Other long-term assets” and “Other current assets” line items in the consolidated statements of financial position, as of December 31, 2025 and 2024, consisted of the following:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Capitalized cloud software in-service | $ | $ | |||||||||
| Accumulated amortization | ( | ( | |||||||||
| Capitalized cloud software, net | $ | $ | |||||||||
Leases
We determine whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Leases are classified as finance or operating based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is comprised of amortization of the right-of-use asset and interest expense recognized based on an effective interest method for finance leases, or as a single lease cost recognized on a straight-line basis over the term of the lease for operating leases.
Lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of all minimum lease payments over the lease term. We use an incremental borrowing rate representative of our ability to borrow on a collateralized basis over a similar lease term. Lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. We have elected the following policy elections on adoption: separating lease and non-lease components, exclusion of short-term leases on the balance sheet and recognition of lease payments for short-term leases in the consolidated statements of operations on a straight-line basis.
Goodwill
We have made acquisitions over the years that included the recognition of goodwill and intangible assets. Intangible assets are classified into three categories: (1) goodwill; (2) intangible assets with definite lives subject to amortization; and (3) intangible assets with indefinite lives not subject to amortization. Intangible assets can include items such as trademarks and trade names, licensed technology, customer relationships and covenants not to compete, among other things. Each definite-lived intangible asset is amortized over its respective economic useful life using the economic attribution method.
Goodwill and indefinite-lived intangible assets are evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired. We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative analysis indicates that an impairment is more likely than not for any reporting unit, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, we perform a quantitative impairment test for that reporting unit. We also have the option to bypass the qualitative analysis for any reporting unit and proceed directly to performing a quantitative impairment test.
Refer to “Note 7 – Goodwill and Intangible Assets” for additional information.
Intangible Assets
Definite-lived intangible assets are tested for recoverability whenever events or changes in circumstances indicate the carrying value may not be recoverable. The recoverability test involves comparing the estimated sum of the undiscounted cash flows for each definite-lived intangible asset to its respective carrying value. If a definite-lived intangible asset’s carrying value is greater than the sum of its undiscounted cash flows, then the definite-lived intangible asset’s carrying value is compared to its estimated fair value and an impairment charge is recognized for the excess and charged to operations. The application of the recoverability test requires significant judgment, including the identification of the asset group and determination of undiscounted cash flows and fair value of the underlying definite-lived intangible asset. Determination of estimated future undiscounted cash flows is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, cost of sales, gross margin and operating margin and future market conditions, among others. Fair value is primarily based on income approaches using discounted cash flow models, which have significant assumptions. Such assumptions are subject to variability from year to year and are directly impacted by global market conditions.
There were no resulting from our definite-lived intangible assets impairment analysis for the year ended December 31, 2025. Our EMS and curamik® reporting units had definite-lived intangible assets of $97.6 million and $1.7 million, respectively, as of December 31, 2025.
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The useful life determination for each definite-lived intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization.
Pension and Other Postretirement Benefits
We sponsor one defined benefit pension plan, the Union Plan, which covers certain union employees, and we sponsor multiple fully insured or self-funded medical plans and fully insured life insurance plans for retirees. The Union Plan was frozen in 2013 so that future benefits no longer accrue. The costs and obligations associated with these plans are dependent upon various actuarial assumptions used in calculating such amounts. These assumptions include discount rates, long-term rates of return on plan assets, mortality rates, and other factors. The assumptions used in these models are determined as follows: (i) the discount rate used is based on the PruCurve bond index; (ii) the long-term rate of return on plan assets is determined based on historical portfolio results, market conditions and our expectations of future returns; and (iii) the mortality rate is based on a mortality projection that estimates current longevity rates and their impact on the long-term plan obligations. We determine these assumptions based on consultation with outside actuaries and investment advisors. Any changes in these assumptions could have a significant impact on our assets and liabilities. We review these assumptions periodically throughout the year and update as necessary.
We are required, as an employer, to: (a) recognize in the consolidated statements of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and a plan’s obligations that determine our funded status as of the end of the year; and (c) recognize changes in the funded status of a defined benefit plan in the year in which the changes occur and report these changes in accumulated other comprehensive loss. Additionally, actuarial losses (gains) that are not immediately recognized as net periodic pension cost (credit) are recognized as a component of accumulated other comprehensive loss (income) and amortized into net periodic pension cost (credit) in future periods.
Investments were stated at fair value as of the dates reported. Securities traded on a national securities exchange were valued at the last reported sales price on the last business day of the plan year. Fixed-income bonds were valued using price evaluations provided by independent pricing services. The fair value of the guaranteed deposit account was determined through discounting expected future investment cash flow from both investment income and repayment of principal for each investment purchased. The estimated fair values of the participation units owned by the plan in pooled separate accounts were based on quoted redemption values and adjusted for management fees and asset charges, as determined by the recordkeeper, on the last business day of the relevant plan year. Pooled separate accounts are accounts established solely for the purpose of investing the assets of one or more plans. Funds in a separate account are not commingled with other Company assets for investment purposes.
Environmental and Product Liabilities
We accrue for our environmental investigation, remediation, operating and maintenance costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. For environmental matters, the most likely cost to be incurred is accrued based on an evaluation of currently available facts with respect to each individual site, including existing technology, current laws and regulations and prior remediation experience. For sites with multiple potential responsible parties, we consider our likely proportionate share of the anticipated remediation costs and the ability of the other parties to fulfill their obligations in establishing a provision for those costs. When no amount within a range of estimates is more likely to occur than another, we accrue to the low end of the range and disclose the range. When future liabilities are determined to be reimbursable by insurance coverage, an accrual is recorded for the potential liability and a receivable is recorded for the estimated insurance reimbursement amount. We are exposed to the uncertain nature inherent in such remediation and the possibility that initial estimates will not reflect the final outcome of a matter.
We review our asbestos-related projections annually in the fourth quarter of each year unless facts and circumstances materially change during the year, at which time we would analyze these projections. We believe the assumptions made on the potential exposure and expected insurance coverage are reasonable at the present time, but are subject to uncertainty based on the actual future outcome of our asbestos litigation. Our estimates of asbestos-related contingent liabilities and asbestos-related insurance recoverables are based on a claim projection analysis and an insurance usage analysis prepared annually by third parties. The claim projection analysis contains numerous assumptions, including number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, average indemnity costs, average defense costs, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards, including potential tort reform. Furthermore, any predictions with respect to these assumptions are subject to even greater uncertainty as the projection period lengthens. The insurance usage analysis considers, among other things, applicable deductibles, retentions and policy limits, the solvency and historical payment experience of various insurance carriers, the likelihood of recovery as estimated by external legal counsel and existing insurance settlements.
We believe the assumptions used in our models for determining our potential exposure and related insurance coverage are reasonable at the present time, but such assumptions are inherently uncertain. Given the inherent uncertainty in making
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projections, we plan to re-examine periodically the assumptions used in the projections of current and future asbestos claims, and we will update them, if needed, based on our experience, changes in the assumptions underlying our models, and other relevant factors, such as changes in the tort system. Our accrued asbestos liabilities may not approximate our actual asbestos-related indemnity and defense costs, and our accrued insurance recoverables may not be realized. We believe that it is reasonably possible that we may incur additional charges for our asbestos liabilities and defense costs in the future that could exceed existing reserves and insurance recoverables.
Fair Value Measurements
The accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
•Level 1 – Quoted prices in active markets for identical assets or liabilities.
•Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Fair Value of Financial Instruments
Derivative Financial Instruments and Hedging Transactions
We are exposed to certain risks related to our ongoing business operations, and, from time to time, we manage these risk exposures by utilizing derivative financial instruments. We do not utilize derivative financial instruments for trading or speculative purposes. The primary risks being managed through our use of derivative instruments are foreign currency exchange rate risk and commodity pricing risk (primarily related to copper).
To qualify for hedge accounting treatment, derivatives used for hedging purposes must be designated and deemed effective as a hedge of the identified underlying risk exposure at the inception of the contract. Accordingly, changes in fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract.
Concentration of Credit and Investment Risk
We are subject to credit and market risk by using derivative instruments. If a counterparty fails to fulfill its performance obligations under a derivative contract, our credit risk will equal the fair value of the derivative instrument. We seek to minimize counterparty credit (or repayment) risk by entering into derivative transactions with major financial institutions with investment grade credit ratings.
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We invest excess cash principally in demand deposit accounts and bank time deposits with investment grade related counterparties. We have established guidelines relative to diversification and maturities in order to maintain safety and liquidity. These guidelines are periodically reviewed and modified to reflect changes in market conditions.
Income Taxes
We are subject to income taxes in the U.S. and in numerous foreign jurisdictions. We account for income taxes following ASC 740, Income Taxes, recognizing deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of a deferred tax asset will not be realized.
We record benefits for uncertain tax positions based on an assessment of whether it is more likely than not that the tax positions will be sustained by the taxing authorities. If this threshold is not met, no tax benefit of the uncertain position is recognized. If the threshold is met, we recognize the largest amount of the tax benefit that is greater than fifty percent likely to be realized upon ultimate settlement.
We recognize interest and penalties within the “Income tax expense” line item in the consolidated statements of operations. Accrued interest and penalties are included within the related tax liability line item in the consolidated statements of financial position.
Revenue Recognition
Recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the providing entity expects to be entitled in exchange for those goods or services. We recognize revenue when all of the following criteria are met: (1) we have entered into a binding agreement, (2) the performance obligations have been identified, (3) the transaction price to the customer has been determined, (4) the transaction price has been allocated to the performance obligations in the contract, and (5) the performance obligations have been satisfied. The majority of our shipping terms permit us to recognize revenue at point of shipment. Some shipping terms require the goods to be cleared through customs or be received by the customer before title passes. In those instances, revenue is not recognized until either the customer has received the goods or they have passed through customs, depending on the circumstances. Shipping and handling costs are treated as fulfillment costs. Sales tax or VAT are excluded from the measurement of the transaction price.
We manufacture some products to customer specifications which are customized to such a degree that it is unlikely that another entity would purchase these products or that we could modify these products for another customer. These products are deemed to have no alternative use to the Company whereby we have an enforceable right to payment evidenced by contractual termination clauses. In accordance with ASC 606, for those circumstances we recognize revenue on an over-time basis. Revenue recognition does not occur until the product meets the definition of “no alternative use” and therefore, items that have not yet reached that point in the production process are not included in the population of items with over-time revenue recognition.
As appropriate, we record estimated reductions to revenue for customer returns, allowances, and warranty claims. Provisions for such reductions are made at the time of sale and are typically derived from historical trends and other relevant information.
Earnings (Loss) Per Share
Basic earnings (loss) per share is based on the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the weighted average number of common shares outstanding and all dilutive potential common shares outstanding.
Equity Compensation
Equity compensation consists of expense related to restricted stock units, deferred stock units and our employee stock purchase plan.
Performance-based restricted stock unit compensation expense is based on achievement of both market and service conditions. The fair value of these awards is determined based on a Monte Carlo simulation valuation model on the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards. In addition to awards with market conditions, we also grant performance‑based restricted stock units that include performance conditions linked to Company financial or operational metrics. Compensation cost for these awards is measured based on the grant‑date fair value of the underlying shares and is recognized only when achievement of the performance condition is considered probable. Expense is recognized on a straight‑line basis over the requisite service period for the number of awards expected to vest. If our assessment of the probability of achieving the performance condition changes, we record a cumulative adjustment to compensation expense in the period of change. No compensation cost is recognized for awards that are not expected to vest. We account for forfeitures as they occur.
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Time-based restricted stock unit compensation expense is based on the achievement of only service conditions. The fair value of these awards is determined based on the market value of the underlying stock price on the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period.
Deferred stock units, which are granted to non-management directors, generally vest at the one-year anniversary of the award, subject to continuous service. The fair value of these awards is determined based on the market value of the underlying stock price on the grant date. The compensation related to these grants is expensed over the service period of the award.
We also maintain an Employee Stock Purchase Plan (“ESPP”) that allows eligible employees to purchase shares of our capital stock at a discount. The ESPP is considered a compensatory plan under ASC 718. The fair value of the ESPP award is measured at the beginning of each offering period using the Black‑Scholes option‑pricing model, which considers the plan’s purchase discount, expected term, expected volatility, risk‑free interest rate and expected dividend yield, as well as any look‑back provisions. Compensation expense for the ESPP is recognized on a straight‑line basis over the applicable offering period and is based on the number of shares estimated to be purchased under the plan.
Business Combination Purchase Price Allocation
The application of the acquisition method requires the allocation of the purchase price amongst the acquisition date fair values of identifiable assets acquired and liabilities assumed in a business combination. Fair values are determined using the income approach, market approach and/or cost approach depending on the nature of the asset or liability being valued and the reliability of available information. The income approach estimates fair value by discounting associated lifetime expected future cash flows to their present value and relies on significant assumptions regarding future revenues, expenses, working capital levels and discount rates. The market approach estimates fair value by analyzing recent actual market transactions for similar assets or liabilities. The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence.
Restructuring Activities
We record charges associated with restructuring activities, such as employee termination benefits, when management approves and commits to a plan of termination, or over the future service period, if any. Other costs associated with restructuring activities may include contract termination costs, including costs related to leased facilities to be abandoned or subleased, and facility and employee relocation costs.
Advertising Costs
Advertising costs are expensed as incurred and included in the "Selling, general and administrative expenses” line item in the consolidated statements of operations, amounted to $2.9 million, $2.8 million, and $3.5 million in 2025, 2024 and 2023, respectively.
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Note 2 – Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss by component for each of the fiscal years in the two-year period ended December 31, 2025 were as follows:
| (Dollars in millions) | Foreign Currency Translation Adjustments | Pension and Other Postretirement Benefits(1) | Total | ||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||
| Amounts reclassified to earnings | ( | ( | |||||||||||||||
| Net other comprehensive income (loss) | ( | ( | |||||||||||||||
| Balance as of December 31, 2024 | ( | ( | ( | ||||||||||||||
| Other comprehensive income (loss) before reclassifications | |||||||||||||||||
| Amounts reclassified to earnings | |||||||||||||||||
| Net other comprehensive income (loss) | |||||||||||||||||
| Balance as of December 31, 2025 | $ | ( | $ | ( | $ | ( | |||||||||||
The reclassification of impacts to the consolidated statements of operations for our pension and other postretirement benefits amortization in 2025 and 2024 were as follows:
| (Dollars in millions) | Financial Statement Line Item | 2025 | 2024 | |||||||||||||||||
Amortization of loss(1) | Other income (expense), net | ( | ( | |||||||||||||||||
| Income tax (expense) benefit | Income tax (expense) benefit | |||||||||||||||||||
| Net income (loss) | Net income (loss) | $ | ( | $ | ( | |||||||||||||||
(1) These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost (credit). For additional details, refer to “Note 8 – Postretirement Benefits.”
Note 3 – Derivatives and Hedging
Derivatives
The valuation of our derivative contracts used to manage their respective risks is described below:
•Foreign Currency – The fair value of any foreign currency option derivative is based upon valuation models applied to current market information such as strike price, spot rate, maturity date and volatility, and by reference to market values resulting from an over-the-counter market or obtaining market data for similar instruments with similar characteristics.
•Commodity – The fair value of copper derivatives is computed using a combination of intrinsic and time value valuation models, which are collectively a function of five primary variables: price of the underlying instrument, time to expiration, strike price, interest rate and volatility. The intrinsic valuation model reflects the difference between the strike price of the underlying copper derivative instrument and the current prevailing copper prices in an over-the-counter market at period end. The time value valuation model incorporates changes in the price of the underlying copper derivative instrument, the time value of money, the underlying copper derivative instrument’s strike price and the remaining time to the underlying copper derivative instrument’s expiration date from the period end date.
As of December 31, 2025, we did not have any derivative contracts that qualified for hedge accounting treatment.
Derivative instrument gains and losses are recorded as income or expense in the “Other income (expense), net” line item in the consolidated statements of operations. For the financial statement impacts, refer to Other Income (Expense), net table in “Note 14 – Supplemental Financial Information.”
Foreign Currency
In 2025, we entered into U.S. dollar, euro, South Korean won, Hungarian forint and Japanese yen forward contracts. We entered into these foreign currency forward contracts to mitigate certain global transactional exposures. These contracts do not qualify for hedge accounting treatment. As a result, any fair value adjustments required on these contracts are recorded in the “Other income (expense), net” line item in the consolidated statements of operations in the period in which the adjustment occurred.
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As of December 31, 2025, the notional values of these foreign currency forward contracts were as follows:
| (Amounts in millions) | ||||||||
| Buy/Sell | Maturity Date | Notional Amount (Buy/Sell) | ||||||
| USD/CNY | February 03, 2026 | $ | ||||||
| EUR/USD | February 03, 2026 | € | ||||||
Commodity
As of December 31, 2025, we had 12 outstanding contracts to hedge exposure related to the purchase of copper in our AES operating segment. These contracts are held with financial institutions and are intended to offset rising copper prices and do not qualify for hedge accounting treatment. As a result, any fair value adjustments required on these contracts are recorded in the “Other income (expense), net” line item in the consolidated statements of operations in the period in which the adjustment occurred.
As of December 31, 2025, the volumes of our copper contracts outstanding were as follows:
| (Volume in ones, notional in millions) | ||||||||
| Contract Period | Volume | Notional Amount | ||||||
| January 2026 - March 2026 | $ | |||||||
| April 2026 - June 2026 | $ | |||||||
| July 2026 - September 2026 | $ | |||||||
| October 2026 - December 2026 | $ | |||||||
Effects on Financial Statements
The following table presents the impact from these instruments on the consolidated statements of operations and consolidated statements of comprehensive income:
| Years Ended December 31, | ||||||||||||||||||||
| (Dollars in millions) | Financial Statement Line Item | 2025 | 2024 | 2023 | ||||||||||||||||
| Foreign Currency Contracts | ||||||||||||||||||||
| Contracts not designated as hedging instruments | Other income (expense), net | $ | ( | $ | ( | $ | ||||||||||||||
| Copper Derivatives Contracts | ||||||||||||||||||||
| Contracts not designated as hedging instruments | Other income (expense), net | $ | $ | ( | $ | ( | ||||||||||||||
The fair values of derivative instruments measured at fair value on a recurring basis, categorized by contract type and level of inputs used in the valuation, were as follows:
| Derivative Instruments at Fair Value as of December 31, 2025 | |||||||||||||||||||||||||||||
| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Total(1) | |||||||||||||||||||||||||
| Copper derivative contracts | $ | $ | $ | $ | |||||||||||||||||||||||||
| Derivative Instruments at Fair Value as of December 31, 2024 | |||||||||||||||||||||||
| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Total(1) | |||||||||||||||||||
| Copper derivative contracts | $ | $ | $ | $ | |||||||||||||||||||
(1) All balances were recorded in the “Other current assets” or the “Other accrued liabilities” line items in the consolidated statements of financial position.
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Note 4 – Balance Sheet Items
Accounts Receivable
The “Accounts receivable, net” line item in the consolidated statements of financial position, as of December 31, 2025 and 2024, consisted of the following:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Accounts receivable - trade | $ | $ | |||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Accounts receivable - other | |||||||||||
| Total accounts receivable, net | $ | $ | |||||||||
Contract Assets
We had contract assets primarily related to unbilled revenue for revenue recognized related to products that are deemed to have no alternative use whereby we have the right to payment. Revenue is recognized in advance of billing to the customer in these circumstances as billing is typically performed at the time of shipment to the customer. The unbilled revenue is included in the “Contract assets” line item in the consolidated statements of financial position. We did not have any contract liabilities as of December 31, 2025 or 2024. No impairment losses were recognized in 2025, 2024 or 2023 on any contract assets arising from our contracts with customers. Our contract assets by operating segment as of December 31, 2025 and 2024, were as follows:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Advanced Electronics Solutions | $ | $ | |||||||||
| Elastomeric Material Solutions | |||||||||||
| Other | |||||||||||
| Total contract assets | $ | $ | |||||||||
Inventories
The “Inventories, net” line item in the consolidated statements of financial position, as of December 31, 2025 and 2024, consisted of the following:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories, net | $ | $ | |||||||||
Accounts Payable
The “Accounts payable” line item in the consolidated statements of financial position, as of December 31, 2025 and 2024, consisted of the following:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Accounts payable - trade | $ | $ | |||||||||
| Accounts payable - other | |||||||||||
| Total accounts payable | $ | $ | |||||||||
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Long-Lived Assets by Geographic Area
Our long-lived assets(1) by geographic area, as of December 31, 2025 and 2024, were as follows:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| U.S. | $ | $ | |||||||||
| England | |||||||||||
| China | |||||||||||
| Germany | |||||||||||
| Other | |||||||||||
| Total long-lived assets | $ | $ | |||||||||
Note 5 – Property, Plant and Equipment
The “Property, plant and equipment, net” line item in the consolidated statements of financial position, as of December 31, 2025 and 2024, consisted of the following:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Land and improvements | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Office equipment and software costs | |||||||||||
| Property plant and equipment, gross | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | |||||||||||
| Construction in process | |||||||||||
| Total property, plant and equipment, net | $ | $ | |||||||||
The depreciation expense and impairment charges related to property, plant and equipment in 2025, 2024 and 2023, were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Depreciation expense | $ | $ | $ | ||||||||||||||
| Impairment charges | $ | $ | $ | ||||||||||||||
For additional information related accelerated depreciation for the years ended 2025, 2024 and 2023 and the impairment charges noted above, refer to “Note 14 – Supplemental Financial Information.”
Note 6 – Leases
Finance Leases
We have finance leases primarily related to manufacturing equipment. Noncash activities involving finance lease right-of-use assets obtained in exchange for lease liabilities was $8.1 million, $0.1 million and $0.1 million for 2025, 2024 and 2023, respectively. Our expenses and payments for finance leases in 2025, 2024 and 2023, were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Amortization expense of finance lease right-of-use assets | $ | $ | $ | ||||||||||||||
| Interest expense on finance lease obligations | $ | ( | $ | ( | $ | ( | |||||||||||
| Payments on finance lease obligations | $ | $ | $ | ||||||||||||||
Operating Leases
We have operating leases primarily related to manufacturing facilities and vehicles. Our new leases in 2025 and 2024 were primarily related to facility expansion. Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities was $0.7 million, $6.0 million and $9.6 million for 2025, 2024 and 2023, respectively. Our expenses and
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payments for operating leases in 2025, 2024 and 2023, were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Operating leases expense | $ | $ | $ | ||||||||||||||
| Short-term leases expense | $ | $ | $ | ||||||||||||||
| Payments on operating lease obligations | $ | $ | $ | ||||||||||||||
Lease Balances in Statements of Financial Position
The assets and liabilities balances related to finance and operating leases reflected in the consolidated statements of financial position, as of December 31, 2025 and 2024, were as follows:
| (Dollars in millions) | Financial Statement Line Item | 2025 | 2024 | |||||||||||
| Finance lease right-of-use assets | $ | $ | ||||||||||||
| Operating lease right-of-use assets | Operating lease right-of-use assets | $ | $ | |||||||||||
| Finance lease obligations, current portion | $ | $ | ||||||||||||
| Finance lease obligations, non-current portion | $ | $ | ||||||||||||
| Total finance lease obligations | $ | $ | ||||||||||||
| Operating lease obligations, current portion | Operating lease obligations, current portion | $ | $ | |||||||||||
| Operating lease obligations, non-current portion | Operating lease obligations, non-current portion | $ | $ | |||||||||||
| Total operating lease obligations | $ | $ | ||||||||||||
Lease Impairment
Long-lived assets, including lease right-of-use assets, are evaluated for recoverability whenever events or circumstances indicate the carrying value of an asset group may not be recoverable. As a result of triggering events identified for our Mexico facility lease during the fourth quarter of 2025, we tested the lease right-of-use asset for recoverability by comparing the estimated future undiscounted cash flows of the asset group to its carrying value and concluded that a quantitative impairment assessment was required.
Based on our quantitative impairment assessment, we concluded our Mexico facility lease right-of-use asset’s carrying value exceeded its estimated fair value. As a result, we recorded a non-cash impairment charge to the lease right-of-use asset of $1.9 million. The impairment charges was recorded in the “Restructuring and impairment charges” line item in the consolidated statements of operations.
Future Minimum Lease Payments
The following table includes future minimum lease payments under finance and operating leases together with the present value of the future minimum lease payments as of December 31, 2025:
| (Dollars in millions) | Finance | Operating | |||||||||||||||||||||||||||||||||
| 2026 | $ | $ | |||||||||||||||||||||||||||||||||
| 2027 | |||||||||||||||||||||||||||||||||||
| 2028 | |||||||||||||||||||||||||||||||||||
| 2029 | |||||||||||||||||||||||||||||||||||
| 2030 | |||||||||||||||||||||||||||||||||||
| Thereafter | |||||||||||||||||||||||||||||||||||
| Total lease payments | |||||||||||||||||||||||||||||||||||
| Less: Interest | ( | ( | |||||||||||||||||||||||||||||||||
| Present Value of Future Minimum Lease Payments | $ | $ | |||||||||||||||||||||||||||||||||
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There were no executed leases with future commencement dates as of December 31, 2025.
The following table includes information regarding the lease term and discount rates utilized in the calculation of the present value of net future minimum lease payments:
| 2025 | 2024 | ||||||||||
| Weighted Average Remaining Lease Term | |||||||||||
| Finance leases | |||||||||||
| Operating leases | |||||||||||
| Weighted Average Discount Rate | |||||||||||
| Finance leases | |||||||||||
| Operating leases | |||||||||||
Note 7 – Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill for the period ended December 31, 2025, by operating segment, were as follows:
| (Dollars in millions) | Advanced Electronics Solutions | Elastomeric Material Solutions | Other | Total | |||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Foreign currency translation adjustment | |||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Intangible Assets
The carrying amount of intangible assets were as follows:
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | — | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Technology | — | ||||||||||||||||||||||||||||||||||||||||
| Trademarks and trade names | — | ||||||||||||||||||||||||||||||||||||||||
| Total definite-lived intangible assets | — | ||||||||||||||||||||||||||||||||||||||||
| Indefinite-lived intangible asset | — | — | |||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
In the table above, gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations.
The amortization expense related to intangible assets in 2025, 2024 and 2023, was as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Amortization expense | $ | $ | $ | ||||||||||||||
For additional information related to the impairment charges, refer to “Note 14 – Supplemental Financial Information.” The estimated annual future amortization expense is $10.7 million, $10.3 million, $8.0 million, $7.6 million and $7.2 million in 2026, 2027, 2028, 2029 and 2030, respectively. These amounts could vary based on changes in foreign currency exchange rates.
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The weighted average amortization period as of December 31, 2025, by definite-lived intangible asset class, were as follows:
| Definite-Lived Intangible Asset Class | Weighted Average Remaining Amortization Period | ||||
| Customer relationships | |||||
| Technology | |||||
| Trademarks and trade names | |||||
| Total definite-lived intangible assets | |||||
Goodwill & Intangible Assets Impairments
Goodwill and indefinite-lived intangible assets are evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired. In the second quarter of 2025, we concluded that a quantitative impairment assessment was required as the fair value of our curamik® reporting unit, which is under our AES operating segment, was, more likely than not, less than its carrying value based on multiple triggering events, including changing market competition and supply dynamics that resulted in reduced demand forecasts for short and mid-term net sales and gross margin.
Based on our interim impairment assessment, we concluded our curamik® reporting unit’s carrying value exceeded its estimated fair value. As a result, we recorded non-cash impairment charges to our curamik® reporting unit’s goodwill and indefinite-lived intangible asset of $67.3 million and $4.5 million, respectively, which represented full impairments of each. The decline in the estimated fair value of our curamik® reporting unit during the second quarter of 2025, and the resulting impairment charges, was primarily driven by revised short-term and mid-term forecasts for net sales and gross margin expectations of our curamik® reporting unit. The impairment charges were recorded in the “Restructuring and impairment charges” line item in the consolidated statements of operations.
The application of the quantitative assessment requires significant judgment, including the assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit for which a quantitative assessment is performed. The quantitative goodwill and indefinite-lived intangible asset impairment assessment performed over the curamik® reporting unit consisted of a fair value calculation which combined an income approach and a market approach, weighted at 50
No triggering events were identified for our other reporting units in the second quarter of 2025, and therefore, interim impairment assessments were considered unnecessary.
For the annual goodwill impairment assessment, performed in the fourth quarter, we elected to forgo the qualitative assessment and perform a quantitative assessment for each reporting unit with a remaining goodwill balance. We estimated the fair value of each of our reporting units using an income approach based on the present value of future cash flows through a multi-year discounted cash flow analysis. We assessed the assumptions used in our annual quantitative impairment assessments to be reasonable and consistent with assumptions that would have been used by other market participants. The assessment resulted in the fair value of each reporting unit exceeding their carrying values and as a result there were no further impairment charges resulting from our annual goodwill impairment assessment for the year ended December 31, 2025. Our RF Solutions, EMS, and ECD reporting units had allocated goodwill of $51.7 million, $249.5 million, and $2.2 million, respectively, as of December 31, 2025. Our curamik® reporting unit had no remaining goodwill as of December 31, 2025.
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Long-lived assets, including definite-lived intangible assets, property, plant and equipment and lease right-of-use assets, are evaluated for recoverability whenever events or circumstances indicate the carrying value may not be recoverable. The recoverability test is performed at the asset group level, which we have assessed to be our reporting units. As a result of triggering events identified in our curamik® reporting unit during the second quarter of 2025, discussed above, we tested long-lived assets for recoverability by comparing the estimated future undiscounted cash flows of the asset group to its carrying value. Determination of estimated future undiscounted cash flows is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, cost of sales, gross margin and operating margin and future market conditions, among others. We assessed the assumptions used in the recoverability test to be reasonable and consistent with assumptions that would have been used by other market participants.
Based on our long-lived assets recoverability test, our curamik® reporting unit, had estimated future undiscounted cash flows that exceeded its carrying value. As a result, no impairment charges to our curamik® reporting unit’s long-lived assets were recognized in the second quarter of 2025.
Note 8 – Postretirement Benefits
Pension Plan
As of December 31, 2025, we had one qualified noncontributory defined benefit pension plan: the Union Plan. The measurement date for the plan is December 31st for each respective plan year.
Plan Assets and Plan Benefit Obligations
The following table summarizes the change in Union Plan assets and changes in benefit obligations:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Change in plan assets: | |||||||||||
| Fair value of plan assets as of January 1 | $ | $ | |||||||||
| Actual return on plan assets | |||||||||||
| Benefit payments | ( | ( | |||||||||
| Fair value of plan assets as of December 31 | $ | $ | |||||||||
| Change in plan benefit obligations: | |||||||||||
| Fair value of plan benefit obligations as of January 1 | $ | $ | |||||||||
| Interest cost | |||||||||||
| Actuarial (gain) loss | ( | ( | |||||||||
| Benefit payments | ( | ( | |||||||||
| Fair value of plan benefit obligations as of December 31 | $ | $ | |||||||||
| Amount overfunded | $ | $ | |||||||||
The decrease in our pension plan benefit obligations in 2025 was primarily driven by actuarial gains and benefit payments, partially offset by interest costs. The decrease in our pension plan benefit obligations in 2024 was primarily driven by actuarial gains and benefit payments, partially offset by interest costs.
The Union Plan balances reflected in the consolidated statements of financial position, as of December 31, 2025 and 2024, consisted of the following:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Assets & Liabilities: | |||||||||||
| Non-current assets | $ | $ | |||||||||
| Net assets | $ | $ | |||||||||
| Accumulated Other Comprehensive Loss: | |||||||||||
| Net actuarial loss | $ | $ | |||||||||
| Accumulated other comprehensive loss | $ | $ | |||||||||
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The PBO, ABO, and fair value of plan assets for the Union Plan, which had plan assets in excess of its PBO or ABO as of December 31, 2025 and 2024, were as follows:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Projected benefit obligation | $ | $ | |||||||||
| Accumulated benefit obligation | $ | $ | |||||||||
| Fair value of plan assets | $ | $ | |||||||||
Components of Net Periodic Benefit Cost
The components of the Union Plan’s net periodic benefit cost in 2025, 2024 and 2023, were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Interest cost | $ | $ | $ | ||||||||||||||
| Expected return of plan assets | ( | ( | ( | ||||||||||||||
| Amortization of net loss | |||||||||||||||||
| Settlement | |||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | ||||||||||||||
Plan Assumptions
The key plan assumptions for the Union Plan utilized in our annual plan measurement as of December 31, 2025 and 2024, were as follows:
| 2025 | 2024 | ||||||||||
| Weighted average assumptions used in benefit obligations: | |||||||||||
| Discount rate | % | % | |||||||||
| Weighted average assumptions used in net periodic benefit costs: | |||||||||||
| Discount rate | % | % | |||||||||
| Expected long-term rate of return on assets | % | % | |||||||||
The Union Plan is invested with the objective of achieving a total rate of return over the long-term that is sufficient to fund future pension obligations. In managing these assets and our investment strategy, we consider future cash contributions to the plan as well as the potential of the portfolio underperforming the market. We set asset allocation target ranges based on current funding status and future projections in order to mitigate the portfolio performance risk while maintaining its funded status. Fixed income securities comprise a substantial percentage of our plan assets portfolio. As of December 31, 2025 and 2024, we held approximately 90 10
In determining our investment strategy and calculating the net benefit cost, we utilized an expected long-term rate of return on plan assets, which was developed based on several factors, including the plans’ asset allocation targets, the historical and projected performance on those asset classes, as well as the plan’s current asset composition. To justify our assumptions, we analyzed certain data points related to portfolio performance. Based on the historical returns and the projected future returns, we determined that a target return of 5.72 % is appropriate for the current portfolio.
The following table presents the fair value of the pension plan net assets by asset category and level, within the fair value hierarchy, as of December 31, 2025 and 2024:
| Fair Value of Plan Assets as of December 31, 2025 | |||||||||||||||||||||||
| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Fixed income bonds | $ | $ | $ | $ | |||||||||||||||||||
| Cash | |||||||||||||||||||||||
| Mutual funds | |||||||||||||||||||||||
| Pooled separate accounts | |||||||||||||||||||||||
| Guaranteed deposit account | |||||||||||||||||||||||
| Total plan assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
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| Fair Value of Plan Assets as of December 31, 2024 | |||||||||||||||||||||||
| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Fixed income bonds | $ | $ | $ | $ | |||||||||||||||||||
| Mutual funds | |||||||||||||||||||||||
| Guaranteed deposit account | |||||||||||||||||||||||
| Total plan assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
Cash Flows
We did not
The benefit payments are based on the same assumptions used to measure our benefit obligations as of December 31, 2025. The following table sets forth the expected benefit payments to be paid for the Union Plan:
| (Dollars in millions) | Pension Benefits/Payments | ||||
| 2026 | $ | ||||
| 2027 | $ | ||||
| 2028 | $ | ||||
| 2029 | $ | ||||
| 2030 | $ | ||||
| 2031-2035 | $ | ||||
Employee Savings and Investment Plan
We sponsor the RESIP, a 401(k) plan for domestic employees. In 2025, employees could defer an amount they choose, up to the annual IRS limit of $23,500. Certain eligible participants are also allowed to contribute the maximum catch-up contribution per IRS regulations. We match each eligible employee’s annual pre-tax contributions at a rate of 100 % for the first 1 % of the employee’s salary and 50 % for the next 5 % of each employee’s salary for a total match of 3.5 %. Unless otherwise indicated by the participant, the matching dollars are invested in the same funds as the participant’s contributions. RESIP related expense amounted to $4.5 million, $5.1 million and $4.6 million in 2025, 2024 and 2023, respectively.
Deferred Compensation Plan
We sponsor a non-qualified deferred compensation plan, which provides specified deferred compensation benefits to a certain group of select employees. The deferred compensation plan is funded through a rabbi trust, which are ultimately invested in accordance with each plan participants’ selections from pre-approved funds. As of December 31, 2025 and 2024, our deferred compensation plan primarily consisted of marketable securities, which includes mutual funds and fixed income funds. Marketable securities are recorded at fair value. The following table summarizes, by major security type, our marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:
Fair Value of Deferred Compensation Plan as of December 31, 2025 | |||||||||||||||||||||||
| (Dollars in millions) | Adjusted Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||||||||
| Level 1 Securities: | |||||||||||||||||||||||
| Mutual funds | $ | $ | $ | ( | $ | ||||||||||||||||||
| Level 2 Securities: | |||||||||||||||||||||||
| Fixed income funds | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
Fair Value of Deferred Compensation Plan as of December 31, 2024 | |||||||||||||||||||||||
| (Dollars in millions) | Adjusted Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||||||||
| Level 1 Securities: | |||||||||||||||||||||||
| Mutual funds | $ | $ | $ | $ | |||||||||||||||||||
| Level 2 Securities: | |||||||||||||||||||||||
| Fixed income funds | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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Note 9 – Revolving Credit Facility
On March 24, 2023, we entered into the Fifth Amended Credit Agreement which amends and restates the Fourth Amended Credit Agreement, and provides for (1) a revolving credit facility with up to $450.0 million of revolving loans, with sub-limits for multicurrency borrowings, letters of credit and swing-line notes, and (2) a $225.0 million expansion feature. Borrowings may be used to finance working capital needs, for letters of credit and for general corporate purposes in the ordinary course of business, including the financing of permitted acquisitions (as defined in the Fifth Amended Credit Agreement). The Fifth Amended Credit Agreement extended the maturity, the date on which all amounts borrowed or outstanding under the Fifth Amended Credit Agreement are due, from March 31, 2024 to March 24, 2028.
All obligations under the Fifth Amended Credit Agreement are guaranteed by each of our existing and future material domestic subsidiaries, as defined in the Fifth Amended Credit Agreement. The obligations are also secured by a Fifth Amended and Restated Pledge and Security Agreement, dated as of March 24, 2023, entered into by us and the Guarantors which grants to the administrative agent, for the benefit of the lenders, a security interest, subject to certain exceptions, in substantially all of the non-real estate assets of ours and the Guarantors. These assets include, but are not limited to, receivables, equipment, intellectual property, inventory, and stock in certain subsidiaries.
Borrowings under the Fifth Amended Credit Agreement bear interest based on one of two options. Alternate base rate loans will bear interest at a rate that includes a base reference rate plus a spread of 62.5 to 100.0 basis points, depending on our leverage ratio. The base reference rate will be the greater of the (1) prime rate, (2) federal funds effective rate plus 50.0 basis points, and (3) one-month Term SOFR plus 110.0 basis points. Loans bearing an interest rate determined by reference to the Adjusted Term SOFR Rate, the Adjusted Euro Interbank Offered Rate, or the Adjusted Tokyo Interbank Offered Rate (each as defined in the Fifth Amended Credit Agreement) will bear interest based on the screen rate plus a spread of 162.5 to 200.0 basis points, depending on our leverage ratio. Based on our leverage ratio as of December 31, 2025, the spread was 162.5 basis points.
In addition to interest payable on the principal amount of indebtedness outstanding, we incur an annual fee of 25.0 to 35.0 basis points (based upon our leverage ratio), paid quarterly, of the unused amount of the lenders’ commitments under the Fifth Amended Credit Agreement.
The Fifth Amended Credit Agreement contains customary representations and warranties, covenants, mandatory prepayments and events of default under which the Company’s payment obligations may be accelerated. The financial covenants include a requirement to maintain (1) a total net leverage ratio of no more than 3.25 to 1.00, subject to a one-time election to increase the maximum total net leverage ratio to 3.75 to 1.00 for fiscal year in connection with a permitted acquisition, and (2) an interest coverage ratio of no less than 3.00 to 1.00. We are permitted to net up to $50.0 million of unrestricted domestic cash and cash equivalents in the calculation of the total net leverage ratio. The Fifth Amended Credit Agreement generally permits us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our total net leverage ratio does not exceed 2.75 to 1.00. If our total net leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $20.0 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments. Our total net leverage ratio did not exceed 2.75 to 1.00 and our interest coverage ratio was greater than or equal to 3.00 to 1.00 as of December 31, 2025.
We had no
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Discretionary principal payments | |||||||||||||||||
We had no outstanding borrowings under our revolving credit facility as of December 31, 2025 or December 31, 2024. We had $1.1 million and $1.6 million of outstanding line of credit issuance costs as of December 31, 2025 and 2024, respectively, which will be amortized over the life of the Fifth Amended Credit Agreement.
Note 10 – Commitments and Contingencies
Legal & Environmental
We are currently engaged in the following legal and environmental proceedings:
Asbestos Products Litigation
Overview
We, like many other industrial companies, have been named as a defendant in a number of lawsuits filed in courts across the U.S. by persons alleging personal injury from exposure to products containing asbestos. We have never mined, milled, manufactured or marketed asbestos; rather, we made and provided to industrial users a limited number of products that
53
contained encapsulated asbestos, but we stopped manufacturing these products in the late 1980s. Most of the claims filed against us involve numerous defendants, sometimes as many as several hundred. In virtually all of the cases against us, the plaintiffs are seeking unspecified damages above a jurisdictional minimum against multiple defendants who may have manufactured, sold or used asbestos-containing products to which the plaintiffs were allegedly exposed and from which they purportedly suffered injury. Most of these cases are being litigated in Maryland, Illinois, Missouri and New York; however, we are also defending cases in other states. We continue to vigorously defend these cases, primarily on the basis of the plaintiffs’ inability to establish compensable loss as a result of exposure to our products. The indemnity and defense costs of our asbestos-related product liability litigation to date have been substantially covered by insurance.
The following table summarizes the change in number of asbestos claims outstanding during 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | |||||||||||||||
| Claims outstanding as of January 1 | |||||||||||||||||
| New claims filed | |||||||||||||||||
| Pending claims dismissed | ( | ( | ( | ||||||||||||||
| Pending claims settled | ( | ( | ( | ||||||||||||||
| Claims outstanding as of December 31 | |||||||||||||||||
The total indemnity settlements for asbestos claims in 2025, 2024 and 2023 were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Settlements | $ | $ | $ | ||||||||||||||
Impacts on Financial Statements
We recognize a liability for asbestos-related contingencies that are probable of occurrence and reasonably estimable. In connection with the recognition of liabilities for asbestos-related matters, we record asbestos-related insurance recoverables that are deemed probable.
The liability projection period covers all current and future indemnity and defense costs through 2064, which represents the expected end of our asbestos liability exposure with no further ongoing claims expected beyond that date. This conclusion was based on our history and experience with the claims data, the diminished volatility and consistency of observable claims data, the period of time that has elapsed since we stopped manufacturing products that contained encapsulated asbestos and an expected downward trend in claims due to the average age of our claimants, which is approaching the average life expectancy.
To date, the indemnity and defense costs of our asbestos-related product liability litigation have been substantially covered by insurance. Although we have exhausted coverage under some of our insurance policies, we believe that we have applicable primary, excess and/or umbrella coverage for claims arising with respect to most of the years during which we manufactured and marketed asbestos-containing products. In addition, we have entered into a cost sharing agreement with most of our primary, excess and umbrella insurance carriers to facilitate the ongoing administration and payment of claims covered by the carriers. The cost sharing agreement may be terminated by any party, but will continue until a party elects to terminate it. As of the filing date for this report, the agreement has not been terminated, and no carrier had informed us it intended to terminate the agreement. We expect to continue to exhaust individual primary, excess and umbrella coverages over time, and there is no assurance that such exhaustion will not accelerate due to additional claims, damages and settlements or that coverage will be available as expected.
The amounts recorded for the asbestos-related liability and the related insurance recoverables are based on facts known at the time and a number of assumptions. However, projecting future events, such as the number of new claims to be filed each year, the average cost of disposing of such claims, the length of time it takes to dispose of such claims, coverage issues among insurers and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the U.S., could cause the actual liability and insurance recoveries for us to be higher or lower than those projected or recorded. The full extent of our financial exposure to asbestos-related litigation remains very difficult to estimate and could include both compensatory and punitive damage awards.
The uninsured indemnity and defense costs in 2025, 2024 and 2023, were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Uninsured indemnity and defense costs | $ | $ | $ | ||||||||||||||
The changes recorded in the estimated liability and estimated insurance recovery based on the projections of asbestos litigation and corresponding insurance coverage, result in the recognition of expense or income in the "Selling, general and administrative
54
expenses” line item of the consolidated statements of operations. The net impact of the changes in estimated liability and estimated insurance recovery in 2025, 2024 and 2023, were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Change in estimates of liability and insurance recovery | $ | $ | $ | ||||||||||||||
Our projected asbestos-related claims and insurance recoverables as of December 31, 2025 and 2024 were as follows:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Asbestos-related liabilities | $ | $ | |||||||||
| Asbestos-related insurance recoverables | $ | $ | |||||||||
Environmental Voluntary Corrective Action Program
Our location in Rogers, Connecticut is part of the Connecticut Voluntary Corrective Action Program. As part of this program, we partnered with the Connecticut Department of Energy and Environmental Protection to determine the corrective actions to be taken at the site related to contamination issues. We evaluated this matter and completed internal due diligence work related to the site in 2015. Remediation activities on the site are ongoing and are recorded as reductions to the accrual as they are incurred. We have incurred of $2.0 million through December 31, 2025, and the accrual for future remediation efforts is $0.7 million.
Other Matters
In addition to the above issues, the nature and scope of our business brings us in regular contact with the general public and a variety of businesses and government agencies. Such activities inherently subject us to the possibility of litigation, including other production liability and environmental matters, commercial disputes, intellectual property matters, personal injury claims, tax claims and employment matters, which are defended and handled in the ordinary course of business. Although the outcome of no legal matter can be predicted with certainty, it is the opinion of management that facts known at the present time do not indicate that such litigation, either individually or in the aggregate, will have a material adverse effect on our business, results of operations, cash flows or financial position.
Note 11 – Earnings (Loss) Per Share
Basic earnings (loss) per share is based on the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the weighted average number of common shares outstanding and all dilutive potential common shares outstanding.
The following table sets forth the computation of basic and diluted earnings (loss) per share:
| (Dollars and shares in millions, except per share amounts) | 2025 | 2024 | 2023 | ||||||||||||||
| Numerator: | |||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | |||||||||||||
| Denominator: | |||||||||||||||||
| Weighted average shares outstanding - basic | |||||||||||||||||
| Effect of dilutive shares | |||||||||||||||||
| Weighted average shares outstanding - diluted | |||||||||||||||||
| Basic earnings (loss) per share | $ | ( | $ | $ | |||||||||||||
| Diluted earnings (loss) per share | $ | ( | $ | $ | |||||||||||||
Dilutive shares are calculated using the treasury stock method and primarily include unvested restricted stock units. Anti-dilutive shares are excluded from the calculation of diluted shares and diluted earnings per share. For 2024 and 2023, 0.1 million and no shares were excluded each year, respectively.
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Note 12 – Capital Stock and Equity Compensation
Capital Stock
Our 2019 Long-Term Equity Compensation Plan, which was approved by our shareholders in May 2019, permits the granting of restricted stock units and certain other forms of equity awards to officers and other key employees. Under this plan, we also grant each non-management director deferred stock units, which permit non-management directors to receive, at a later date, one share of Rogers capital stock for each deferred stock unit, with no payment of any consideration by the director at the time the shares were received.
Shares of capital stock reserved for possible future issuance as of December 31, 2025 and 2024, were as follows:
| 2025 | 2024 | ||||||||||
| Shares reserved for issuance under outstanding restricted stock unit awards | |||||||||||
| Deferred compensation to be paid in stock, including deferred stock units | |||||||||||
| Additional shares reserved for issuance under Rogers Corporation 2019 Long-Term Equity Compensation Plan | |||||||||||
| Shares reserved for issuance under the Rogers Corporation Employee Stock Purchase Plan | |||||||||||
| Total | |||||||||||
Share Repurchases
In 2015, we initiated a share repurchase program of up to $100.0 million of our capital stock to mitigate the dilutive effects of stock options exercises and vesting of restricted stock units granted by the Company, in addition to enhancing shareholder value. In 2024, the Board of Directors authorized an additional $100.0 million to be used for share repurchases. Our share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. In 2025, we purchased 738,145 shares for a total value of $52.4 million. There were 188,438 shares repurchased for a total value of $19.8 million in 2024, using cash from operations and cash on hand. There were no shares repurchased in 2023. As of December 31, 2025, $51.8 million remained available to purchase under our share repurchase program.
Equity Compensation
Equity Compensation Expense
The components of equity compensation expense in 2025, 2024 and 2023, were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Performance-based restricted stock units | $ | $ | $ | ||||||||||||||
| Time-based restricted stock units | |||||||||||||||||
| Deferred stock units | |||||||||||||||||
| Other | |||||||||||||||||
| Total equity compensation expense | $ | $ | $ | ||||||||||||||
As of December 31, 2025, there was total unrecognized compensation cost related to unvested performance-based restricted stock units and unvested time-based restricted stock units of $4.3 million and $6.7 million, respectively, which are expected to be recognized over a weighted average period of 1.4 years and 1.0 years, respectively.
Performance-Based Restricted Stock Units
As of December 31, 2025, we had performance-based restricted stock units from 2025, 2024 and 2023 outstanding. These awards generally cliff vest at the end of a three-year measurement period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the measurement period. Participants are eligible to be awarded shares ranging from 0 % to 200 % of the original award amount, based on certain defined performance measures.
The outstanding awards have one measurement criteria: the three-year total shareholder return on our capital stock as compared to that of a specified group of peer companies. The total shareholder return measurement criteria of the awards is considered a market condition. As such, the fair value of this measurement criteria is determined on the grant date using a Monte Carlo simulation valuation model. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards. We account for forfeitures as they occur.
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As of December 31, 2025, we had outstanding performance-based restricted stock units with a performance condition from 2024. These awards generally cliff vest at the end of a two-year performance period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the measurement period. Participants are eligible to be awarded shares ranging from 0 % to 200 % of the original award amount, based on certain defined performance measures.
Below were the assumptions used in the Monte Carlo calculation for each award granted in 2025 and 2024:
| February 26, 2025 | February 19, 2024 | February 13, 2024 | |||||||||||||||
| Expected volatility | |||||||||||||||||
| Expected term (in years) | |||||||||||||||||
| Risk-free interest rate | |||||||||||||||||
Expected volatility – In determining expected volatility, we have considered a number of factors, including historical volatility.
Expected term – We use the vesting period of the award to determine the expected term assumption for the Monte Carlo simulation valuation model.
Risk-free interest rate – We use an implied “spot rate” yield on U.S. Treasury Constant Maturity rates as of the grant date for our assumption of the risk-free interest rate.
Expected dividend yield – We do not currently pay dividends on our capital stock; therefore, a dividend yield of 0 % was used in the Monte Carlo simulation valuation model.
The performance-based restricted stock units with a performance condition have one measurement criterion: 2025 net revenue. The fair value of these awards was determined based on the fair value of the underlying stock price at the grant date with no compensation expense being recognized in 2025 as the performance condition was not probable. We account for forfeitures as they occur.
A summary of activity of the outstanding performance-based restricted stock units for 2025, 2024 and 2023 is presented below:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Awards outstanding as of January 1 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Awards granted | |||||||||||||||||||||||||||||||||||
| Stock issued | ( | ||||||||||||||||||||||||||||||||||
| Awards forfeited/cancelled | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Awards outstanding as of December 31 | $ | $ | $ | ||||||||||||||||||||||||||||||||
Time-Based Restricted Stock Units
As of December 31, 2025, we had time-based restricted stock unit awards from 2025, 2024 and 2023 outstanding. The outstanding awards all ratably vest on the first, second and third anniversaries of the original grant date. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed subsequent to the last grant anniversary date. Each time-based restricted stock unit represents a right to receive one share of Rogers’ capital stock at the end of the vesting period. The fair value of the award is determined by the market value of the underlying stock price at the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period. We account for forfeitures as they occur.
A summary of activity of the outstanding time-based restricted stock units for 2025, 2024 and 2023 is presented below:
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| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Awards outstanding as of January 1 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Awards granted | |||||||||||||||||||||||||||||||||||
| Stock issued | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Awards forfeited/cancelled | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Awards outstanding as of December 31 | $ | $ | $ | ||||||||||||||||||||||||||||||||
Deferred Stock Units
We grant deferred stock units to non-management directors. These awards will generally vest at the one-year anniversary of the award, subject to continuous service. Each deferred stock unit results in the issuance of one share of Rogers’ capital stock. The grant of deferred stock units is typically done annually during the second quarter of each year. The fair value of the award is determined by the market value of the underlying stock price at the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period. We account for forfeitures as they occur.
A summary of activity of the outstanding deferred stock units for 2025, 2024 and 2023 is presented below:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Awards outstanding as of January 1 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Awards granted | |||||||||||||||||||||||||||||||||||
| Stock issued | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Awards outstanding as of December 31 | $ | $ | $ | ||||||||||||||||||||||||||||||||
Note 13 – Operating Segment and Geographic Information
Our reporting structure is comprised of the following strategic operating segments: AES and EMS. Our remaining operations, which represent our non-core businesses, are reported in the Other operating segment. We believe this structure aligns our external reporting presentation with how we currently manage and view our business internally. Our CODM is the interim Chief Executive Officer of Rogers Corporation. The CODM uses gross margin as a reported segment profit or loss measure to evaluate the performance of each business segment, and then leverages this information to decide where to allocate resources and assess how well each segment is performing financially, considering factors like revenue, inventory, and significant expenses specific to that segment.
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Operating Segment Information
The following table presents a disaggregation of revenue from contracts with customers and other pertinent financial information, for the periods indicated; inter-segment sales have been eliminated from the net sales data:
| (Dollars in millions) | Advanced Electronics Solutions | Elastomeric Material Solutions | Other | Total | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Net sales - recognized over time | $ | $ | $ | $ | |||||||||||||||||||
| Net sales - recognized at a point in time | $ | $ | $ | $ | |||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Gross margin | $ | $ | $ | $ | |||||||||||||||||||
| Inventories, net | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation expense | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Net sales - recognized over time | $ | $ | $ | $ | |||||||||||||||||||
| Net sales - recognized at a point in time | $ | $ | $ | $ | |||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Gross margin | $ | $ | $ | $ | |||||||||||||||||||
| Inventories, net | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation expense | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||
| Net sales - recognized over time | $ | $ | $ | $ | |||||||||||||||||||
| Net sales - recognized at a point in time | $ | $ | $ | $ | |||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Gross margin | $ | $ | $ | $ | |||||||||||||||||||
| Inventories, net | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation expense | $ | $ | $ | $ | |||||||||||||||||||
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Operating Segment Net Sales by Geographic Area
The following table presents net sales by our operating segment operations by geographic area for the years indicated:
| (Dollars in millions) | Net Sales(1) | |||||||||||||||||||||||||
| Region/Country | Advanced Electronics Solutions | Elastomeric Material Solutions | Other | Total | ||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| U.S. | $ | $ | $ | $ | ||||||||||||||||||||||
| Other Americas | ||||||||||||||||||||||||||
| Total Americas | ||||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
| Other APAC | ||||||||||||||||||||||||||
| Total APAC | ||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||
| Other EMEA | ||||||||||||||||||||||||||
| Total EMEA | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| U.S. | $ | $ | $ | $ | ||||||||||||||||||||||
| Other Americas | ||||||||||||||||||||||||||
| Total Americas | ||||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
| Other APAC | ||||||||||||||||||||||||||
| Total APAC | ||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||
| Other EMEA | ||||||||||||||||||||||||||
| Total EMEA | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||
| U.S. | $ | $ | $ | $ | ||||||||||||||||||||||
| Other Americas | ||||||||||||||||||||||||||
| Total Americas | ||||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
| Other APAC | ||||||||||||||||||||||||||
| Total APAC | ||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||
| Other EMEA | ||||||||||||||||||||||||||
| Total EMEA | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Net sales are allocated to countries based on the location of the customer. The table above lists individual countries with 10% or more of net sales for the periods indicated.
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Note 14 – Supplemental Financial Information
Restructuring and Impairment Charges
The components of the “” line item in the consolidated statements of operations were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Restructuring charges | |||||||||||||||||
| Manufacturing footprint consolidation | $ | $ | $ | ||||||||||||||
| Global workforce reduction | |||||||||||||||||
| Executive leadership transition | |||||||||||||||||
| R&D facility exit | |||||||||||||||||
| Facility consolidations | |||||||||||||||||
| Total restructuring charges | |||||||||||||||||
| Impairment charges | |||||||||||||||||
| Goodwill and intangible assets impairments | |||||||||||||||||
| Lease impairment | |||||||||||||||||
| Fixed assets impairment charges | |||||||||||||||||
| Total impairment charges | |||||||||||||||||
| Total restructuring and impairment charges | $ | $ | $ | ||||||||||||||
Restructuring Charges - Manufacturing Footprint Consolidation
In June 2024, we announced our intent to consolidate our high frequency circuit material manufacturing operations, impacting our Evergem, Belgium facility. The consolidation was substantially completed in the second half of 2025 and resulted in a significant reduction in manufacturing costs and operating expenses. In July 2025, we announced our intention to implement initiatives to reduce costs in the curamik® business under our AES operating segment. This determination was made in response to market conditions and once fully implemented, these actions are expected to reduce manufacturing costs and operating expenses.
During the year ended December 31, 2025, we recognized $8.6 million in restructuring charges related to the manufacturing footprint consolidation in Belgium. This was comprised of $6.0 million of cash-based expenditures in the form of severance and other termination benefits and $1.4 million of non-cash expenditures in the form of accelerated depreciation. The remaining charges of $1.2 million was related to fixed asset and inventory relocation, and other miscellaneous closure costs. We incurred $12.2 million of restructuring charges related to this plan as of December 31, 2024, of which $9.7 million were cash-based expenditures in the form of severance and other termination benefits and $2.3 million were non-cash expenditures in the form of accelerated depreciation.
During the year ended December 31, 2025, we recognized $5.4 million in restructuring charges related to the manufacturing footprint consolidation in our curamik® business, all of which relates to severance and termination benefits. We expect to record expenses in the range of $12.0 million to $20.0 million comprised of severance costs, property, plant and equipment relocation and reinstallation costs, consulting fees and other miscellaneous cash costs associated with our manufacturing footprint consolidation in our curamik® business.
Restructuring Charges - Global Workforce Reduction
In 2025, 2024, and 2023, we incurred $3.1 million, $2.3 million, and $8.8 million, respectively, in pre-tax restructuring charges related to ongoing efforts to reduce our manufacturing costs and operating expenses, which included certain reductions to our global workforce. All of these pre-tax restructuring charges related to cash-based expenditures for employee severance and other termination benefits.
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Restructuring Charges - Executive Leadership Transition
In July 2025, certain executives left the Company as part of an executive leadership transition. In addition to these departures, other related organizational changes were made leading to departures of additional personnel in November 2025. We incurred $6.2 million in restructuring charges related to this transition during 2025, substantially all of which were related to severance and other termination benefits.
Restructuring Severance and Related Benefits Accrual
Remaining severance and related benefits to be paid for the manufacturing footprint consolidation, global workforce reduction, and executive leadership transition restructuring projects is presented in the table below for 2025:
| (Dollars in thousands) | Restructuring Severance and Related Benefits | ||||
| Balance as of December 31, 2024 | $ | ||||
| Provisions | $ | ||||
| Payments | $ | ( | |||
| Foreign currency translation adjustment | $ | ||||
| Balance as of December 31, 2025 | $ | ||||
Restructuring Charges - R&D Facility Exit
In June 2024, we announced that our Burlington, Massachusetts Innovation Center facility would be closed by the end of 2024. We incurred $1.4 million in pre-tax restructuring charges for the year ended December 31, 2024, of which $0.6 million were cash-based expenditures in the form of severance and other termination benefits and $0.7 million were non-cash expenditures in the form of accelerated depreciation.
Restructuring Charges - Facility Consolidations
In late 2022 and early 2023, we announced our intention to exit certain facilities in the U.S. and Asia. The plan significantly reduced our manufacturing costs and operating expenses. We incurred $8.5 million in pre-tax restructuring charges to-date related to these facility consolidations, of which $0.1 million was incurred in 2025, $0.3 million in 2024, and $8.1 million in 2023, the majority of which were non-cash expenditures in the form of accelerated depreciation.
As part of our facility consolidations plan, we entered into an asset purchase agreement in February 2023 to sell our high-performance engineered cellular elastomer business in our EMS operating segment for a purchase price of $1.8 million. The first phase of the deal, which pertained to the net assets other than the land and building, was completed in March 2023, while the second phase, which pertained to the sale of the land and building, was completed in September 2023. Of the $1.8 million purchase price, $1.0 million and $0.8 million were allocated to the first and second phases of the deal, respectively.
As of December 31, 2024, we included $13.1 million of assets held for sale within the “Other current assets” financial statement line item of our consolidated statements of financial position, representing the land and building at our Price Road facility in Chandler, Arizona. The sale was completed in March 2025 for a sale price of $13.4 million, net of selling costs.
Goodwill and Intangible Asset Impairment Charge
In the second quarter of 2025, we determined the $67.3 million of goodwill attributable to our curamik® reporting unit and the $4.5 million indefinite-lived intangible asset attributable to our curamik® reporting unit were both impaired. For additional information, refer to “Note 7 – Goodwill and Intangible Assets.”
Lease Impairment Charge
We recognized $1.9 million of impairment charges in 2025 related to our facility lease in Mexico. For additional information, refer to “Note 6 – Leases.”
ERP Impairment Charges
We recognized $7.9 million of impairment charges in 2024. The impairment charges in 2024 were primarily related to our new ERP system still in development.
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Allocation of Restructuring and Impairment Charges to Operating Segments
The following table summarizes the allocation of restructuring and impairment charges to our operating segments:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Advanced Electronics Solutions | |||||||||||||||||
| Allocated restructuring charges | $ | $ | $ | ||||||||||||||
| Allocated impairment charges | |||||||||||||||||
| Elastomeric Material Solutions | |||||||||||||||||
| Allocated restructuring charges | |||||||||||||||||
| Allocated impairment charges | |||||||||||||||||
| Total restructuring and impairment charges | $ | $ | $ | ||||||||||||||
Other Operating (Income) Expense, Net
The components of the “Other operating (income) expense, net” line item in the consolidated statements of operations were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| UTIS fire | ( | ||||||||||||||||
| Loss (gain) on sale or disposal of property, plant and equipment | ( | ||||||||||||||||
| Total other operating (income) expense, net | $ | $ | $ | ( | |||||||||||||
In early February 2021, there was a fire at our UTIS manufacturing facility in Ansan, South Korea, which manufactures eSorba® polyurethane foams used in portable electronics and display applications. The site was safely evacuated and there were no reported injuries; however, there was extensive damage to the manufacturing site and some damage to nearby property. In 2023, in connection with the UTIS fire, we recognized other operating income of $30.5 million, primarily from insurance recoveries.
Other Income (Expense), Net
The components of the “Other income (expense), net” line item in the consolidated statements of operations were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Foreign currency translation impacts | $ | ( | $ | $ | ( | ||||||||||||
| Foreign currency derivative impacts | ( | ( | |||||||||||||||
| Copper derivative impacts | ( | ( | |||||||||||||||
| Gain on JV Separation Agreement transactions | |||||||||||||||||
| Other | ( | ||||||||||||||||
| Total other income (expense), net | $ | ( | $ | $ | ( | ||||||||||||
Interest Income (Expense), Net
The components of the “Interest income (expense), net” line item in the consolidated statements of operations were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Interest on revolving credit facility | $ | $ | ( | $ | ( | ||||||||||||
| Line of credit fees | ( | ( | ( | ||||||||||||||
| Debt issuance amortization costs | ( | ( | ( | ||||||||||||||
| Interest income | |||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||
| Total interest income (expense), net | $ | $ | ( | $ | ( | ||||||||||||
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Note 15 – Income Taxes
The “Income (loss) before income tax expense” line item in the consolidated statements of operations consisted of:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Domestic | $ | ( | $ | ( | $ | ||||||||||||
| Foreign | ( | ||||||||||||||||
| Total | $ | ( | $ | $ | |||||||||||||
The “Income tax expense (benefit)” line item in the consolidated statements of operations consisted of:
| (Dollars in millions) | Current | Deferred | Total | ||||||||||||||
| 2025 | |||||||||||||||||
| Domestic | $ | $ | ( | $ | ( | ||||||||||||
| Foreign | |||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
| 2024 | |||||||||||||||||
| Domestic | $ | $ | ( | $ | ( | ||||||||||||
| Foreign | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
| 2023 | |||||||||||||||||
| Domestic | $ | $ | ( | $ | ( | ||||||||||||
| Foreign | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
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The “Income taxes paid, net of refunds” line in the consolidated statements of cash flows consisted of:
| (Dollars in millions) | 2025 | ||||
| Income Taxes Paid | |||||
| Federal | $ | ||||
US State (1) | |||||
| Foreign | |||||
| China | $ | ||||
| United Kingdom | |||||
| Other | ( | ||||
| Foreign total | $ | ||||
| Total taxes paid | $ | ||||
(1) No individually significant states
Deferred tax assets and liabilities as of December 31, 2025 and 2024, were comprised of the following:
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Deferred tax assets | |||||||||||
| Accrued employee benefits and compensation | $ | $ | |||||||||
| Net operating loss carryforwards | |||||||||||
| Tax credit carryforwards | |||||||||||
| Reserves and accruals | |||||||||||
| Operating leases | |||||||||||
| Capitalized research and development | |||||||||||
| Other | |||||||||||
| Total deferred tax assets | |||||||||||
| Less deferred tax asset valuation allowance | ( | ( | |||||||||
| Total deferred tax assets, net of valuation allowance | |||||||||||
| Deferred tax liabilities | |||||||||||
| Depreciation and amortization | |||||||||||
| Postretirement benefit obligations | |||||||||||
| Unremitted earnings | |||||||||||
| Operating leases | |||||||||||
| Other | |||||||||||
| Total deferred tax liabilities | |||||||||||
| Net deferred tax asset | $ | $ | |||||||||
As of December 31, 2025, we had state net operating loss carryforwards totaling $12.7 million in various state taxing jurisdictions, which expire between 2026 and 2044, and approximately $4.9 million of state research credit carryforwards ($3.9 million net of the federal tax benefit), which will expire between 2026 and 2040. We also had a $3.2 million federal research and development (R&D) credit carryforward that will begin to expire in 2043. These tax credit carryforwards are contained in the “Tax credit carryforwards” line item in the deferred tax asset table above. We believe that it is more likely than not that the benefit from certain of the state net operating losses and state R&D credits carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance of $1.7 million relating to these carryforwards. We currently have approximately $3.5 million of foreign tax credits that begin to expire in 2032.
As of December 31, 2025, we had foreign net operating loss carryforwards totaling $89.6 million. Germany losses totaled $39.6 million and can be carried forward indefinitely. We believe it is more likely than not that these losses will not be utilized, and have provided a valuation allowance for all Germany net operating loss carryforwards. Luxembourg losses totaled $33.1 million, of which $5.8 million will expire between 2034 and 2040, and the rest will be carried forward indefinitely. We believe it is more likely than not that these losses will expire unused, and have provided a valuation allowance for all
65
Luxembourg net operating loss carryforwards. China losses totaled $11.2 million, which expire between 2029 and 2030. South Korea losses totaled $4.5 million, which expire between 2036 and 2040.
We had a valuation allowance of $22.4 million as of December 31, 2025, $12.5 million as of December 31, 2024 against certain deferred tax assets, primarily carryforwards expected to expire unused and deferred tax assets that are capital in nature. No valuation allowance has been provided on our other deferred tax assets, as we believe it is more likely than not that all such assets will be realized in the applicable jurisdictions. Differences between forecasted and actual future operating results or changes in carryforward periods could adversely impact the amount of deferred tax asset considered realizable.
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Income tax expense differs from the amount computed by applying the U.S. federal statutory income tax rate to income before income taxes. The reasons for this difference were as follows:
| (Dollars in millions) | 2025 | ||||||||||
| Tax expense at Federal statutory income tax rate | $ | ( | % | ||||||||
State tax, net of federal(1) | ( | % | |||||||||
| Foreign tax effects: | |||||||||||
| China: | |||||||||||
| Statutory tax rate difference between China and United States | ( | % | |||||||||
| Taxable currency fluctuations | ( | % | |||||||||
| Withholding taxes | ( | % | |||||||||
| Deferred tax adjustment | ( | % | |||||||||
| Other items | ( | % | |||||||||
| Luxembourg: | |||||||||||
| Income not taxed under local laws | ( | % | |||||||||
| Other items | ( | % | |||||||||
| Germany: | |||||||||||
| Statutory tax rate difference between Germany and United States | ( | % | |||||||||
| Non-deductible goodwill impairment | ( | % | |||||||||
| Valuation allowance change | ( | % | |||||||||
| Impact of rate change on deferreds | ( | % | |||||||||
| Non-taxable income - transfer pricing | ( | % | |||||||||
| Other items | ( | % | |||||||||
| Belgium - other items | ( | % | |||||||||
| Other foreign jurisdictions | ( | % | |||||||||
| Effect of cross-border tax laws: | |||||||||||
| Foreign source income deduction | ( | % | |||||||||
| Subpart F income, net of foreign tax credits | ( | % | |||||||||
| Branch income tax in US | ( | % | |||||||||
| Other foreign tax credits | ( | % | |||||||||
| Nontaxable or nondeductible items: | |||||||||||
| Equity compensation | ( | % | |||||||||
| Executive compensation limitation | ( | % | |||||||||
| Non-deducted foreign chargebacks | ( | % | |||||||||
| Deferred tax adjustment | ( | % | |||||||||
| Unrecognized tax benefits | ( | % | |||||||||
| Tax credits - research and development | ( | % | |||||||||
| Other | ( | % | |||||||||
| Income tax expense | $ | ( | % | ||||||||
(1)State taxes in Arizona, Connecticut, Illinois, Massachusetts, and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category.
Our effective income tax rate for 2025 was negative 37.0 %, representing tax expense with a pre-tax book loss, compared to income tax expense of 23.9 % for 2024. The 2025 rate change was primarily due to (i) the change in valuation allowance against deferred tax assets, and (ii) the curamik® goodwill impairment with no related tax benefit.
In 2024 and 2023, income tax expense differed from the amount computed by applying the U.S. federal statutory income tax rate to income before income taxes. The reasons for this difference were as follows:
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| (Dollars in millions) | 2024 | 2023 | |||||||||
| Tax expense at Federal statutory income tax rate | $ | $ | |||||||||
| Impact of foreign operations | |||||||||||
| Foreign source income, net of tax credits | ( | ( | |||||||||
| State tax, net of federal impact | ( | ||||||||||
| Deferred tax adjustment | |||||||||||
| Unrecognized tax benefits | ( | ( | |||||||||
| Equity compensation | |||||||||||
| General business credits | ( | ( | |||||||||
| Distribution related foreign taxes | |||||||||||
| Executive compensation limitation | |||||||||||
| Valuation allowance change | ( | ||||||||||
| JV separation non-taxable | ( | ||||||||||
| Taxable currency fluctuations | |||||||||||
| Other | |||||||||||
| Income tax expense | $ | $ | |||||||||
We did not make any changes in 2025 to our position on the permanent reinvestment of our historical earnings from foreign operations. With the exception of certain Chinese subsidiaries, we continue to assert that historical foreign earnings are indefinitely reinvested. As of December 31, 2025 and 2024, we had recorded a deferred tax liability of $1.8 million and $1.3 million, respectively, for Chinese withholding tax on undistributed earnings that are not indefinitely reinvested. The other remaining foreign subsidiaries have both the intent and ability to indefinitely reinvest their undistributed earnings and we estimate that, if these undistributed earnings are distributed, they may give rise to an estimated $5.9 million of additional tax liabilities. If circumstances change and it becomes apparent that some, or all of the undistributed earnings as of December 31, 2025 will not be indefinitely reinvested, the provision for the tax consequences, if any, will be recorded in the period when circumstances change. Distributions out of current and future earnings are permissible to fund discretionary activities such as business acquisitions. However, when distributions are made, this could result in a higher effective tax rate.
Unrecognized tax benefits, excluding potential interest and penalties, for the years ended December 31, 2025 and 2024, were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Beginning balance as of January 1 | $ | $ | $ | ||||||||||||||
| Gross increases - current period tax positions | |||||||||||||||||
| Gross increases - tax positions in prior periods | |||||||||||||||||
| Gross decreases - tax positions in prior periods | ( | ||||||||||||||||
| Foreign currency exchange | |||||||||||||||||
| Settlements and remeasurements | ( | ( | |||||||||||||||
| Lapse of statute of limitations | ( | ( | ( | ||||||||||||||
| Ending balance as of December 31 | $ | $ | $ | ||||||||||||||
Included in the balance of unrecognized tax benefits as of December 31, 2025 were $4.9 million of tax benefits that, if recognized, would impact the effective tax rate.
We recognized interest related to unrecognized tax benefit as income tax expense. Related to the unrecognized tax benefits noted above, as of December 31, 2025 and 2024, we had accrued potential interest and penalties of approximately $1.2 million and $1.3 million, respectively.
We are subject to taxation in the U.S. and various state and foreign jurisdictions. Our tax years from 2021 through 2025 are subject to examination by the tax authorities. With few exceptions, we are no longer subject to U.S. federal, state, local and foreign examinations by tax authorities for the years before 2021.
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Note 16 – Mergers and Acquisitions
Joint Venture Separation Agreement
On October 29, 2024, we entered into a JV Separation Agreement with INOAC with an effective date of November 5, 2024, in which INOAC acquired our 50 % ownership shares of RIC, we acquired INOAC’s 50 % ownership shares of RIS, and we sold the property, plant and equipment constituting RIS Production Line 1 to INOAC. The combined transaction resulted in a net payment to us from INOAC of $4.9 million. The definitive agreement terminated all other agreements previously entered into in connection with the RIC and RIS JV relationships.
In connection with the combined transactions, we recognized a gain of $7.7 million, which was recorded in the “Other income (expense), net” line item in our consolidated statements of operations. This was comprised of a $2.6 million remeasurement gain on our previously owned 50 % share of RIS, a $2.2 million gain on our disposition of our 50 % ownership of RIC, as well as $1.4 million and $1.6 million reclassifications of historical cumulative translation adjustments for RIC and RIS, respectively, to pre-tax income, from accumulated other comprehensive income (loss). Our 50 % ownership interests in RIS had an estimated fair value of $5.5 million.
The acquisition of INOAC’s shares of RIS has been accounted for in accordance with applicable purchase accounting guidance. We recorded goodwill primarily related to the expected synergies from combining operations, which is not deductible for tax purposes.
The valuation methodology used to fair value our previously held equity investment in RIS was the discounted cash flow approach. Key inputs used in valuing RIS included projected future cash flows, a discount rate reflecting the cost of capital and cost of debt, and a terminal growth rate representing the asset's value beyond the explicit forecast period. The valuation methodology used to fair value the property, plant and equipment constituting RIS Production Line 1 was the indirect cost method of the cost approach. Key inputs used in valuing the property, plant and equipment constituting RIS Production Line 1 included the estimated replacement cost and the related physical depreciation, functional obsolescence, and economic obsolescence of the property, plant, and equipment.
If the JV Separation Agreement had been executed and effective January 1, 2023, the $7.7 million gain on the transactions would have been shifted from the fourth quarter of 2024 to the first quarter of 2023, with no other significant impacts.
As of the filing date of this Annual Report on Form 10-K, the purchase accounting and purchase price allocation for the RIS acquisition transaction are considered final. The following table represents the fair values assigned to the acquired assets and liabilities assumed in the transaction:
| (Dollars in millions) | November 5, 2024 | ||||
| Assets | |||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable | |||||
| Property, plant and equipment | |||||
| Goodwill | |||||
| Other assets | |||||
| Total assets | $ | ||||
| Liabilities | |||||
| Accounts payable | $ | ||||
| Other accrued liabilities | |||||
| Deferred income taxes | |||||
| Total liabilities | $ | ||||
| Fair value of net assets acquired | $ | ||||
Note 17 - Recent Accounting Standards
Recently Adopted Standards Reflected in 2025 Financial Statements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU is effective for
69
fiscal years beginning after December 15, 2024, with early adoption permitted. Adoption of the standard will be applied on a prospective basis and retrospective application to all periods presented is permitted. We adopted ASU 2023-09 this Annual Report on Form 10-K using the prospective approach.
Recently Issued Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require new disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense captions. The ASU is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. Adoption should be applied either prospectively to financial statements issued after the effective date, or retrospectively to any or all prior periods presented in the financial statements. We will adopt ASU 2024-03 in our Annual Report on Form 10-K for the year ending December 31, 2027, using a prospective transition method. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements and accompanying notes.
In July 2025, the FASB issued ASU 2025‑05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets for Private Companies and Certain Not‑for‑Profit Entities (Subtopic 326‑20). The amendments in this update provide a practical expedient allowing eligible entities to measure expected credit losses on current trade receivables and contract assets using an aging method, rather than developing a full CECL model. The ASU is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. Adoption should be applied prospectively to financial statements issued after the effective date, or retrospectively to any or all prior periods presented. We are currently evaluating the potential impact of adopting this guidance on our financials, however we do not anticipate the impact to be material.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40). This update specifically targets improvements to the accounting for internal-use software. The amendments in this update (1) remove all references to prescriptive and sequential software development stages throughout Subtopic 350-40, (2) specify that the disclosures in Subtopic 360-10 are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements, (3) clarify that the intangibles disclosures in paragraphs 350-30-50-1 through 50-3 are not required for capitalized internal-use software costs, and (4) supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. Adoption should be applied either prospectively to financial statements issued after the effective date, a modified approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements and accompanying notes.
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SCHEDULE II
| (Dollars in millions) | Balance at Beginning of Period | Charged to (Reduction of) Costs and Expenses | Taken Against Allowance | Other (Deductions) Recoveries | Balance at End of Period | |||||||||||||||||||||||||||
| Allowance for Credit Losses | ||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| (Dollars in millions) | Balance at Beginning of Period | Charged to (Reduction of) Costs and Expenses | Taken Against Allowance | Other (Deductions) Recoveries | Balance at End of Period | |||||||||||||||||||||||||||
| Inventory Reserves | ||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
| (Dollars in millions) | Balance at Beginning of Period | Charged to (Reduction of) Costs and Expenses | Taken Against Allowance | Other (Deductions) Recoveries | Balance at End of Period | |||||||||||||||||||||||||||
| Valuation on Allowance for Deferred Tax Assets | ||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We conducted, with the participation of our Principal Executive Officer and Principal Financial Officer, an evaluation of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act, as of December 31, 2025. Our disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
We are in the process of a multi-year implementation of a new global ERP system, which will replace our existing operating and financial systems. The implementation is expected to occur in phases over the next several years. During the first quarter of 2025, we completed the implementation of our new ERP system for one of our manufacturing sites. The portion of the transition to the new ERP system that we have completed to date did not result in material changes in our internal control over financial reporting. However, as the next phases of the updated processes are rolled out in connection with the ERP implementation, we will give appropriate consideration to whether these process changes necessitate changes in the design of and the testing for effectiveness of internal controls over financial reporting.
There were no changes in the Company’s internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on the results of this assessment, management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of December 31, 2025, our internal control over financial reporting was effective.
The Company’s independent registered public accounting firm, PricewaterhouseCoopers, LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, as stated in their report included under “Item 8. Financial Statements and Supplementary Data.”
Item 9B. Other Information
None of our directors or officers (as defined in Rule 16a-1(f)) adopted or terminated a Rule 10b5-1 trading arrangement or adopted terminated
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Officers: Qualifications and Experience
Information with respect to our executive officers is presented in the “Information About Our Executive Officers” section of “Part I, Item 1. Business” of this Annual Report on Form 10-K and is hereby incorporated into this Item 10 by reference.
Directors: Qualifications and Experience
We are incorporating by reference the information with respect to the Directors, Executive Officers and Corporate Governance set forth under the captions “Nominees for Director: Qualifications and Experience” and “Our Corporate Governance” in the Proxy Statement.
Code of Ethics
We have adopted a code of business conduct and ethics policy, which applies to all employees, officers and directors of Rogers Corporation. The Rogers Corporation Code of Business Ethics is posted on our website at http://www.rogerscorp.com under “About Us - Corporate Responsibility.” We intend to satisfy the disclosure requirements regarding any amendment to, or waiver of, a provision of the Code of Business Ethics for our principal executive officer, principal financial officer or principal accounting officer (or others performing similar functions) by posting such information on our website. Our website is not incorporated into or a part of this Annual Report on Form 10-K.
Item 11. Executive Compensation
We are incorporating by reference the information with respect to Executive Compensation set forth under the captions “Compensation & Organization Committee Report”, “Compensation Discussion and Analysis”, “Executive Compensation”, “Director Compensation” and “CEO Pay Ratio” in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table and footnotes below describe those equity compensation plans approved and not approved by security holders of Rogers Corporation as of December 31, 2025:
| (a) | (b) | |||||||
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Number of securities remaining available for future issuance under each equity compensation plan excluding securities referenced in column (a) | ||||||
| Equity Compensation Plans Approved by Security Holders | ||||||||
| Rogers Corporation 2019 Long-Term Equity Compensation Plan | 359,303(1) | 457,907 | ||||||
| Rogers Corporation Employee Stock Purchase Plan | — | 23,267(2) | ||||||
| Total | 359,303 | 481,174 | ||||||
(1) Consists of 335,737 shares for restricted stock units (with performance-based restricted stock units counted at the maximum performance level) and 23,566 shares for deferred stock units.
(2) Consists of 23,267 shares available in the Rogers Corporation Employee Stock Purchase Plan (“ESPP”), which includes shares subject to purchase during the offering period running from December 16, 2025 through June 15, 2026 (the “Current Offering Period”). The number of shares subject to purchase during the Current Offering Period will be determinable at the end of the offering period by dividing employees’ accumulated payroll contributions by the purchase price (85% of the lower of (i) the market price at the start of the Current Offering Period or (ii) the market price at the close of the Current Offering period), subject to certain caps contained in the ESPP.
We are incorporating by reference the information with respect to Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
We are incorporating by reference the information with respect to Certain Relationships and Related Transactions and Director Independence as set forth under the captions “Related Party Transactions” and “Our Corporate Governance - Director Independence” in the Proxy Statement.
Item 14. Principal Accountant Fees and Services
We are incorporating by reference the information with respect to accountant fees and services set forth under the caption “Independent Auditing Firm Fees” in the Proxy Statement.
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Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) (1) Financial Statements and Schedules.
The following consolidated financial statements of the Company are included in Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Financial Position
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedules.
Schedule II - Valuation and Qualifying Accounts
Other than as set forth above, schedules are omitted because they are not applicable, or are not required, or because the information is included in the consolidated financial statements and notes thereto.
(a) (3) Exhibits.
The following list of exhibits includes exhibits submitted with this Annual Report on Form 10-K as filed with the SEC and those incorporated by reference to other filings.
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101 The following materials from Rogers Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended December 31, 2025, 2024 and 2023; (ii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Financial Position for the fiscal years ended December 31, 2025 and 2024; (iv) Consolidated Statements of Shareholders’ Equity for the fiscal years ended December 31, 2025, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2025, 2024 and 2023; (vi) Notes to Consolidated Financial Statements and (vii) Cover Page.
104 The cover page from Rogers Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in iXBRL and contained in Exhibit 101.
** Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
Not Applicable.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ROGERS CORPORATION (Registrant) | ||
/s/ Ali El-Haj | ||
| Ali El-Haj | ||
| Interim President and Chief Executive Officer Principal Executive Officer | ||
| February 19, 2026 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 19, 2026, by the following persons on behalf of the Registrant and in the capacities indicated.
| /s/ Ali El-Haj | /s/ Jeffrey J. Owens | |||||||
Ali El-Haj Interim President and Chief Executive Officer Principal Executive Officer | Jeffrey J. Owens Director | |||||||
| /s/ Laura Russell | /s/ Megan Faust | |||||||
Laura Russell Senior Vice President, Chief Financial Officer and Treasurer Principal Financial Officer | Megan Faust Director | |||||||
| /s/ R. Sean Reeder | /s/ Larry Berger | |||||||
R. Sean Reeder Chief Accounting Officer and Corporate Controller Principal Accounting Officer | Larry Berger Director | |||||||
| /s/ Peter C. Wallace | /s/ Anne K. Roby | |||||||
Peter C. Wallace Director | Anne K. Roby Director | |||||||
| /s/ Armand F. Lauzon, Jr. | /s/ Donna M. Costello | |||||||
Armand F. Lauzon, Jr. Director | Donna M. Costello Director | |||||||
| /s/ Woon Keat Moh | ||||||||
Woon Keat Moh Director | ||||||||
77
Exhibit 21
ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
Subsidiaries of the Registrant
| Company | Percentage of Voting Securities Owned | Jurisdiction of Incorporation or Organization | ||||||
| World Properties, Inc. | 100% | Illinois | ||||||
| Arlon MED International, LLC. | 100% | Delaware | ||||||
| Rogers Japan, Inc. | 100% | Delaware | ||||||
| Rogers KF, Inc. | 100% | Delaware | ||||||
| Rogers Southeast Asia, Inc. | 100% | Delaware | ||||||
| Rogers Taiwan, Inc. | 100% | Delaware | ||||||
| Rogers Worldwide, LLC. | 100% | Delaware | ||||||
| Rogers BV | 100% | Belgium | ||||||
| Rogers Advanced Materials Technology (Suzhou) Co., Ltd. | 100% | China | ||||||
| Rogers Electronics Materials Technologies (Suzhou) Co., Ltd. | 100% | China | ||||||
| Rogers Polymer Material (Suzhou) Co., Ltd. | 100% | China | ||||||
| Rogers Technologies (Suzhou) Co., Ltd. | 100% | China | ||||||
| Rogers U.K., Ltd. | 100% | England | ||||||
| Silicone Engineering, Ltd. | 100% | England | ||||||
| Rogers GmbH | 100% | Germany | ||||||
| Rogers Germany GmbH | 100% | Germany | ||||||
| Rogers Asia Holding Company, Ltd. | 100% | Hong Kong | ||||||
| Rogers Hungary KfT | 100% | Hungary | ||||||
| Rogers New Territories Corporation, Ltd. | 100% | Hong Kong | ||||||
| Rogers Pacific, Ltd. | 100% | Hong Kong | ||||||
| Rogers Finance (Ireland) Unlimited Company | 100% | Ireland | ||||||
| Rogers Benelux Sarl | 100% | Luxembourg | ||||||
| Rogers Finance (Luxembourg) Sarl | 100% | Luxembourg | ||||||
| Rogers Luxembourg Sarl | 100% | Luxembourg | ||||||
| Rogers Korea, Inc. | 100% | Republic of Korea | ||||||
| Utis Co., Ltd. | 100% | Republic of Korea | ||||||
| Rogers Investment (Singapore) Pte., Ltd. | 100% | Singapore | ||||||
| Rogers Technologies Singapore, Inc. | 100% | Singapore | ||||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-285277 and 333-231459) of Rogers Corporation of our report dated February 19, 2026, relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Phoenix, Arizona
February 19, 2026
Exhibit 31.1
CERTIFICATIONS
I, Ali El-Haj, certify that:
1.I have reviewed this Annual Report on Form 10-K of Rogers Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: February 19, 2026 | ||
| By: /s/ Ali El-Haj | ||
| Ali Eli-Haj | ||
| Interim President and Chief Executive Officer Principal Executive Officer | ||
Exhibit 31.2
CERTIFICATIONS
I, Laura Russell, certify that:
1.I have reviewed this Annual Report on Form 10-K of Rogers Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: February 19, 2026 | ||
| By: /s/ Laura Russell | ||
| Laura Russell | ||
| Senior Vice President, Chief Financial Officer and Treasurer Principal Financial Officer | ||
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Rogers Corporation, a Massachusetts corporation (the “Corporation”), does hereby certify that:
The Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) of the Corporation fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
| By: /s/ Ali El-Haj | ||
| Ali Eli-Haj | ||
| Interim President and Chief Executive Officer Principal Executive Officer | ||
| February 19, 2026 | ||
| By: /s/ Laura Russell | ||
| Laura Russell | ||
Senior Vice President, Chief Financial Officer and Treasurer Principal Financial Officer | ||
| February 19, 2026 | ||
Ex 97.1
Compensation Recovery Policy
1.Purpose
The Board of Directors (the “Board”) of Rogers Corporation (the “Company”) has adopted this Compensation Recovery Policy (the “Policy”) which provides for the recoupment of incentive-based compensation in the event of an accounting restatement or misconduct. This Policy is intended to comply with Section 10D of the Securities Exchange Act of 1934 (the “Act”), the rules promulgated thereunder by the U.S. Securities and Exchange Commission (the “SEC”), and the listing standards of the New York Stock Exchange (“NYSE”) (collectively, the “Applicable Rules”), and will be interpreted consistent therewith.
2.Applicability and Effective Date
This Policy is effective October 2, 2023 (the “Effective Date”) and is applicable to all Incentive-Based Compensation (as defined below) received by Executive Officers (as defined below) after the Effective Date. The Policy will be administered by the Board or, if so designated by the Board, the Compensation and Organization Committee of the Board (the “Committee”), in which case references to the Board will be deemed to be references to the Committee. Any determination made by the Board under this Policy will be final and binding on all affected individuals. Each Executive Officer shall be required to execute the acknowledgement in Appendix A of this Policy as soon as practicable after the later of (i) the Effective Date and (ii) the date on which the employee is designated as an Executive Officer; provided, however, that failure to execute such acknowledgement shall have no impact on the enforceability of this Policy.
3.Compensation Recovery in the Event of an Accounting Restatement
a.Compensation Recovery Trigger and Repayment/Forfeiture Requirement
In the event the Company is required to prepare an Accounting Restatement (as defined below), any Executive Officer who received Excess Compensation (as defined below) during the three (3) completed fiscal years preceding the date the Company is required to prepare an Accounting Restatement (the “Look-Back Period”) shall be required to repay or forfeit such Excess Compensation reasonably promptly.
b.Method of Repayment, Conditions for Non-Recovery
The Board shall have discretion to determine the appropriate means of recovery of Excess Compensation, which may include, without limitation, direct payment in a lump sum from the Executive Officer, recovery over time, cancellation of outstanding awards, the reduction of future pay and/or awards, and/or any other method which the Board determines is advisable to achieve reasonably prompt recovery of Excess Compensation. At the direction of the Board, the Company shall take all actions reasonable and appropriate to recover Excess Compensation from any applicable Executive Officer. To the extent that an Executive Officer fails to repay Excess Compensation to the Company when due, such Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Excess Compensation in accordance with this Policy.
The Committee, or in the absence of the Committee, a majority of the independent directors on the Board, may determine that repayment of Excess Compensation (or a portion thereof) is not required only where it determines that recovery would be impracticable and one of the following circumstances exists: (i) the direct
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expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, provided the Company has (A) made a reasonable attempt to recover such Excess Compensation, (B) documented such reasonable attempt, and (C) provided such documentation to NYSE; or (ii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
c.No Fault Application, No Indemnification
Recovery of Excess Compensation under this Policy is on a “no fault” basis, meaning that it will occur regardless of whether the Executive Officer engaged in misconduct or was otherwise directly or indirectly responsible, in whole or in part, for the Accounting Restatement. No Executive Officer may be indemnified by the Company, or any of its affiliates, from losses arising from the application of this Policy.
4.Compensation Recovery in the Event of Misconduct
In the event the Board determines that an Executive Officer engaged in Misconduct (as defined below), the Board, to the extent permitted by applicable law and in its full discretion, may deem it appropriate under the circumstances to require any such officer to forfeit or reimburse the Company for some or all of the Covered Compensation (as defined below) awarded to or received by such officer reasonably promptly.
5.Definitions
For purposes of this Policy, the following definitions will apply:
“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that corrects an error that is not material to previously issued financial statements but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Changes to financial statements that do not constitute an Accounting Restatement include retroactive:
(i) application of a change from one generally accepted accounting principle to another generally accepted accounting principle; (ii) revisions to reportable segment information due to a change in internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; and (v) revisions for stock splits, reverse stock splits, stock dividends, or other changes in capital structure.
“Covered Compensation” means any incentive compensation (such as payments under the Annual Incentive Compensation Plan (AICP)), equity award (such as stock options, time-vesting and performance-based restricted stock units), or other compensation paid or payable by Rogers Corporation or its subsidiaries that is determined by reference to incentive compensation, an equity award or both (such as additional accruals under the Pension Restoration Plan due to AICP payments).
“Excess Compensation” means any amount of Incentive-Based Compensation received by an Executive Officer after commencement of service as an Executive Officer that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the Accounting Restatement, computed without regard to any taxes paid. For Incentive Compensation based on stock price or total shareholder return, where the amount to be recovered is not subject to mathematical recalculation directly from information in the Accounting Restatement,
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the amount to be recovered shall be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return, as applicable, and the Company shall retain
documentation of the determination of such estimate and provide such documentation to NYSE if so required by the Applicable Rules. Incentive-Based Compensation is deemed received during the fiscal year during which the applicable financial reporting measure, stock price and/or total shareholder return measure, upon which the payment is based, is achieved, even if the grant or payment occurs after the end of such period.
“Executive Officer” means an individual who is, or was during the Look-Back Period, an executive officer of the Company within the meaning of Rule 10D-1(d) under the Act.
“Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part on stock price, total shareholder return, and/or the attainment of (i) any financial reporting measure(s) that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and/or (ii) any other measures that are derived in whole or in part from such measures.
Compensation that does not constitute “Incentive-Based Compensation” includes equity incentive awards for which the grant is not contingent upon achieving any financial reporting measure performance goal for an individual to receive such award and that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to financial reporting measures.
“Misconduct” means any gross negligence, fraudulent behavior, illegal conduct, intentional violation of the Company’s Code of Business Ethics, or a willful violation of an employment, confidentiality or non-compete agreement (or any similar type of agreement). Examples of Misconduct include, but are not limited to, violation of any rules or regulations promulgated under the Act, felony convictions, and violation of restrictive covenant agreements (including covenants not to compete or solicit). Determinations of Misconduct will be made by the Board in its sole and absolute discretion.
6.Administration, Amendment, and Termination
This Policy will be enforced and, if applicable, appropriate proxy disclosures and exhibit filings will be made in accordance with the Applicable Rules and any other applicable rules and regulations of the SEC and applicable NYSE listing standards.
The Board shall have authority to (i) exercise all of the powers granted to it under this policy, (ii) construe, interpret, and implement this policy, and (iii) make all determinations necessary or advisable in administering this policy.
In addition, subject to continued compliance with the Applicable Rules, the Board may terminate this policy or amend this policy, from time to time in its discretion, and shall amend this Policy, as it deems necessary, including to reflect changes in applicable law.
In the event of any conflict or inconsistency between this Policy and any other policies, plans, agreements, or other materials of the Company, this Policy will govern.
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This Policy will be deemed to be automatically updated to incorporate any requirement of law, the SEC, exchange listing standard, rule or regulation applicable to the Company.
Approved by the Board of Directors on August 9, 2023, with the effective date of October 2, 2023 and amended on August 6, 2025.
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Appendix A:
Rogers Corporation
Compensation Recovery Policy ACKNOWLEDGMENT
The undersigned acknowledges and agrees that the undersigned (i) is, and will be, subject to the Rogers Corporation Compensation Recovery Policy (the “Policy”) to which this acknowledgement is appended, and
(ii) will abide by the terms of the Policy, including by returning (A) Excess Compensation (as defined in the Policy), pursuant to whatever method the Board determines is advisable to achieve reasonably prompt recovery of such Excess Compensation, and (B) Covered Compensation (as defined in the Policy), as prescribed under the Policy.
Capitalized terms used but not defined have the meanings set forth in the Policy.
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