ROGERS CORP
For the period ended Jun 30, 2026. Filed Jul 29, 2026.
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Jun 30, 2026 · Filed Jul 29, 2026
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Notes to Condensed Consolidated Financial Statements
Note 1 –Basis of Presentation
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.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, the accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for their fair presentation in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated.
Interim results are not necessarily indicative of results for a full year. For further information regarding our accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).
Note 2 –Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss by component were as follows:
| (Dollars in millions) | Foreign Currency Translation Adjustments | Pension and Other Postretirement Benefits(1) | Total |
|---|---|---|---|
| Balance as of December 31, 2025 | $(39.5) | $(7.6) | $(47.1) |
| Other comprehensive loss before reclassifications | (9.9) | — | (9.9) |
| Amounts reclassified from accumulated other comprehensive loss | — | 0.1 | 0.1 |
| Other comprehensive income (loss) | (9.9) | 0.1 | (9.8) |
| Balance as of June 30, 2026 | $(49.4) | $(7.5) | $(56.9) |
| Balance as of December 31, 2024 | $(86.7) | $(8.6) | $(95.3) |
| Other comprehensive income before reclassifications | 51.2 | — | 51.2 |
| Amounts reclassified from accumulated other comprehensive loss | — | 0.2 | 0.2 |
| Other comprehensive income | 51.2 | 0.2 | 51.4 |
| Balance as of June 30, 2025 | $(35.5) | $(8.4) | $(43.9) |
(1) Net of taxes of $1.1 million and $1.2 million as of June 30, 2026 and December 31, 2025, respectively. Net of taxes of $1.4 million and $1.5 million as of June 30, 2025 and December 31, 2024, respectively.
Note 3 –Derivatives and Hedging
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 June 30, 2026, we did not have any derivative contracts that qualified for hedge accounting treatment.
Foreign Currency
During the six months ended June 30, 2026, we entered into U.S. dollar and euro 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 our condensed consolidated statements of operations in the period in which the adjustment occurred.
As of June 30, 2026, the notional values of the remaining foreign currency forward contracts were as follows:
| (Amounts in millions) | ||
|---|---|---|
| Currencies (Buy/Sell) | Maturity Date | Notional Amount (Buy/Sell) |
| USD/CNY | August 4, 2026 | $57.4 / ¥391.0 |
| EUR/USD | August 3, 2026 | €17.8 / $20.4 |
Commodity
As of June 30, 2026, we had 12 outstanding contracts to hedge exposure related to the commodity price of copper in our AES operating and reportable 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 our condensed consolidated statements of operations in the period in which the adjustment occurred.
As of June 30, 2026, the volume of our copper contracts outstanding was as follows:
| (Volume in ones, notional in millions) | ||
|---|---|---|
| Contract Period | Volume | Notional Amount |
| July 2026 - September 2026 | 69 metric tons per month | $2.1 |
| October 2026 - December 2026 | 69 metric tons per month | $2.3 |
| January 2027 - March 2027 | 69 metric tons per month | $2.7 |
| April 2027 - June 2027 | 69 metric tons per month | $2.8 |
Effects on Financial Statements
The following table presents the impact from these instruments on the condensed consolidated statements of operations and condensed consolidated statements of comprehensive income (loss):
| Three Months Ended · Six Months Ended | |||||
|---|---|---|---|---|---|
| (Dollars in millions) | Financial Statement Line Item | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| Foreign Currency Contracts | |||||
| Contracts not designated as hedging instruments | Other income (expense), net | $(1.3) | $(0.2) | $(2.3) | $(0.4) |
| Copper Derivative Contracts | |||||
| Contracts not designated as hedging instruments | Other income (expense), net | $0.5 | $(0.1) | $0.5 | $0.1 |
Note 4 -Balance Sheet Items
Accounts Receivable
The “Accounts receivable, net” line item in the condensed consolidated statements of financial position consisted of the following:
| (Dollars in millions) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Accounts receivable - trade | $142.6 | $121.2 |
| Allowance for credit losses | (1.2) | (1.3) |
| Accounts receivable - other | 7.8 | 10.7 |
| Total accounts receivable, net | $149.2 | $130.6 |
Contract Assets
We had contract assets primarily related to unbilled revenue for 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 condensed consolidated statements of financial position. We did not have any contract liabilities as of June 30, 2026 or December 31, 2025. No impairment losses were recognized in either of the three- and six-month periods ended June 30, 2026 or June 30, 2025 on any contract assets arising from our contracts with customers. Our contract assets by operating segment as of June 30, 2026 and December 31, 2025 were as follows:
| (Dollars in millions) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Advanced Electronics Solutions | $23.7 | $24.0 |
| Elastomeric Material Solutions | 0.1 | 0.1 |
| Other | 3.3 | 3.8 |
| Total contract assets | $27.1 | $27.9 |
Short-term investments
The “Short-term investments” line on the condensed consolidated statements of financial position consists of time deposits with original maturities of more than three months and less than twelve months at the date of purchase, and with remaining maturities of twelve months or less as of June 30, 2026. Interest earned on these investments is recorded within the “Interest income, net” line item in the condensed consolidated statements of operations. All short-term investments are measured and recorded at fair value on a recurring basis and classified as Level 2 within the fair value hierarchy. As of June 30, 2026, these investments had an amortized cost and fair value of $30.0 million. There wereno short-term investments at December 31, 2025.
Inventories
The “Inventories, net” line item in the condensed consolidated statements of financial position consisted of the following:
| (Dollars in millions) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Raw materials | $60.1 | $51.9 |
| Work-in-process | 39.7 | 42.3 |
| Finished goods | 30.2 | 30.8 |
| Total inventories | $130.0 | $125.0 |
Accounts Payable
The “Accounts payable” line item in the condensed consolidated statements of financial position consisted of the following:
| (Dollars in millions) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Accounts payable - trade | $59.7 | $41.3 |
| Accounts payable - other | 3.4 | 1.6 |
| Total accounts payable | $63.1 | $42.9 |
Note 5 -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 were $0.1 million andnil for the three months ended June 30, 2026 and 2025, respectively. Noncash activities involving finance lease right-of-use assets obtained in exchange for lease liabilities were $0.1 million and $8.1 million for the six months ended June 30, 2026 and 2025, respectively. Our expenses and payments for finance leases were as follows:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (Dollars in millions) | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| Amortization expense of finance lease right-of-use assets | $0.4 | $0.5 | $0.8 | $0.8 |
| Interest expense on finance lease obligations | $(0.1) | $(0.1) | $(0.2) | $(0.2) |
| Payments on finance lease obligations | $0.6 | $0.4 | $0.9 | $0.8 |
Operating Leases
We have operating leases primarily related to manufacturing and R&D facilities, as well as vehicles. Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities were $0.1 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively. Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities were $0.6 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively. Our expenses and payments for operating leases were as follows:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (Dollars in millions) | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| Operating leases expense | $1.2 | $1.4 | $2.5 | $2.9 |
| Short-term leases expense | $0.2 | $0.2 | $0.3 | $0.4 |
| Payments on operating lease obligations | $1.5 | $1.7 | $2.7 | $2.8 |
Lease Balances in the Statements of Financial Position
The assets and liabilities balances related to finance and operating leases reflected in the condensed consolidated statements of financial position were as follows:
| (Dollars in millions) | Financial Statement Line Item | June 30, 2026 | December 31, 2025 |
|---|---|---|---|
| Finance lease right-of-use assets | Property, plant and equipment, net | $7.7 | $8.6 |
| Operating lease right-of-use assets | Operating lease right-of-use assets | $17.7 | $19.2 |
| Finance lease obligations, current portion | Other accrued liabilities | $1.3 | $1.4 |
| Finance lease obligations, non-current portion | Other long-term liabilities | $6.6 | $7.4 |
| Total finance lease obligations | $7.9 | $8.8 | |
| Operating lease obligations, current portion | Operating lease obligations, current portion | $4.0 | $3.9 |
| Operating lease obligations, non-current portion | Operating lease obligations, non-current portion | $16.6 | $17.9 |
| Total operating lease obligations | $20.6 | $21.8 |
Net Future Minimum Lease Payments
The following table includes future minimum lease payments under finance and operating leases together with the present value of the net future minimum lease payments as of June 30, 2026:
| Finance · Operating | ||
|---|---|---|
| (Dollars in millions) | Leases in Effect | Leases in Effect |
| 2026 | $0.9 | $2.6 |
| 2027 | 1.6 | 4.5 |
| 2028 | 1.4 | 3.5 |
| 2029 | 1.4 | 3.3 |
| 2030 | 1.3 | 3.1 |
| Thereafter | 2.6 | 8.0 |
| Total lease payments | 9.2 | 25.0 |
| Less: Interest | (1.3) | (4.4) |
| Present Value of Future Minimum Lease Payments | $7.9 | $20.6 |
There were no executed leases with future commencement dates as of June 30, 2026.
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:
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Weighted Average Remaining Lease Term | ||
| Finance leases | 6.2 years | 6.7 years |
| Operating leases | 6.1 years | 6.4 years |
| Weighted Average Discount Rate | ||
| Finance leases | 4.61% | 4.70% |
| Operating leases | 5.52% | 5.55% |
Subsequent to June 30, 2026, the Company entered into a settlement agreement with the landlord related to our leased facility in Mexico. Under the agreement, we will terminate the lease in exchange for a settlement payment of $2.6 million, which approximates the net carrying value of the lease obligation less the carrying amount of the related right-of-use asset, as of June 30, 2026. The settlement is expected to result in derecognition of the remaining right-of-use asset and lease liability during the third quarter of 2026.
Note 6 –Goodwill and Intangible Assets
Goodwill
The changes in the net carrying amount of goodwill by operating segment were as follows:
| (Dollars in millions) | Advanced Electronics Solutions | Elastomeric Material Solutions | Other | Total |
|---|---|---|---|---|
| December 31, 2025 | $51.7 | $249.5 | $2.2 | $303.4 |
| Foreign currency translation adjustment | — | (2.3) | — | (2.3) |
| June 30, 2026 | $51.7 | $247.2 | $2.2 | $301.1 |
Intangible Assets
The carrying amount of intangible assets were as follows:
| June 30, 2026 · December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Impairment | Accumulated Amortization | Net Carrying Amount |
| Customer relationships | $179.6 | $108.5 | $71.1 | $180.9 | $— | $105.6 | $75.3 |
| Technology | 78.4 | 67.7 | 10.7 | 79.4 | — | 67.2 | 12.2 |
| Trademarks and trade names | 19.9 | 8.5 | 11.4 | 20.1 | — | 8.3 | 11.8 |
| Total definite-lived intangible assets | 277.9 | 184.7 | 93.2 | 280.4 | — | 181.1 | 99.3 |
| Indefinite-lived intangible asset | — | — | — | 4.5 | 4.5 | — | — |
| Total intangible assets | $277.9 | $184.7 | $93.2 | $284.9 | $4.5 | $181.1 | $99.3 |
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 was as follows:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (Dollars in millions) | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| Amortization expense | $2.6 | $2.7 | $5.3 | $5.4 |
The estimated future amortization expense is $5.3 million, $10.2 million, $8.0 million, $7.5 million, and $7.1 million in 2026, 2027, 2028, 2029, and 2030, respectively. These amounts could vary based on changes in foreign currency exchange rates.
The weighted average amortization period as of June 30, 2026, by intangible asset class, is presented in the table below:
| Weighted Average Remaining Amortization Period | |
| Customer relationships | 6.5 years |
|---|---|
| Technology | 2.6 years |
| Trademarks and trade names | 8.4 years |
| Total intangible assets | 6.3 years |
Note 7 –Postretirement Benefit Plans
Pension Plan
As of June 30, 2026, we hadone qualified noncontributory defined benefit pension plan, the Union Plan, which was frozen and ceased accruing benefits in 2013. The measurement date is December 31 st for each respective plan year. We were not required to make any contributions to the Union Plan in 2025 and will not be required to make any contributions in 2026.
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 is ultimately invested in accordance with each plan participants’ selections from pre-approved funds. As of June 30, 2026, our deferred compensation plan primarily consisted of marketable securities, which includes mutual funds. As of December 31, 2025, 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 balances are reflected in the “Other long-term assets” line item in the condensed consolidated statements of financial position. 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 June 30, 2026 | ||||
|---|---|---|---|---|
| (Dollars in millions) | Adjusted Cost | Unrealized Gains | Unrealized Losses | Fair Value |
| Level 1 Securities: | ||||
| Mutual funds | $4.2 | $0.5 | $— | $4.7 |
| Total | $4.2 | $0.5 | $— | $4.7 |
| 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 | $4.1 | $0.7 | $(0.1) | $4.7 |
| Level 2 Securities: | ||||
| Fixed income funds | $0.1 | $— | $— | $0.1 |
| Total | $4.2 | $0.7 | $(0.1) | $4.8 |
Note 8 –Revolving Credit Facility
On March 24, 2023, the Company entered into a Fifth Amended and Restated Credit Agreement that provides for a $450.0 million revolving credit facility, with an expansion feature of up to $225.0 million, and which matures on March 24, 2028. The material terms of the Fifth Amended and Restated Credit Agreement are described in Note 9 to the consolidated financial statements included in the Company’s Annual Report. There have been no material changes to the terms of the Credit Agreement during the three and six months ended June 30, 2026.
As of June 30, 2026 and December 31, 2025, the Company hadno borrowings outstanding under the revolving credit facility and was in compliance with all financial and non‑financial covenants.
Note 9 –Commitments and Contingencies
We are currently engaged in the following material legal and environmental proceedings:
Asbestos
Overview
We, like many other industrial companies, have been named as a defendant in a number of lawsuits filed in courts across the country 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 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 for the six months ended June 30, 2026:
| Asbestos Claims | |
|---|---|
| Claims outstanding as of January 1, 2026 | 442 |
| New claims filed | 75 |
| Pending claims dismissed | (119) |
| Pending claims settled | (9) |
| Claims outstanding as of June 30, 2026 | 389 |
The total indemnity settlements for asbestos claims in 2026 were as follows:
| (Dollars in millions) | June 30, 2026 |
|---|---|
| Settlements | $0.9 |
Impact 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 has informed us that it intends 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.
Changes recorded in the estimated liability and estimated insurance recovery based on projections of asbestos litigation and corresponding insurance coverage, result in the recognition of expense or income.
Our projected asbestos-related liabilities and insurance recoverables were as follows:
| (Dollars in millions) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Asbestos-related liabilities | $57.1 | $57.4 |
| Asbestos-related insurance recoverables | $52.7 | $52.8 |
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 $2.0 million of aggregate remediation costs through June 30, 2026, substantially all of which was incurred and accrued for prior to 2023, 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 environmental and product liability matters that are defended and handled in the ordinary course of business. We have established accruals for matters for which management considers a loss to be probable and reasonably estimable. It is the opinion of management that facts known at the present time do not indicate that such litigation will have a material adverse impact on our results of operations, financial position or cash flows.
Note 10 –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) · Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, 2026 · June 30, 2025 · June 30, 2026 · June 30, 2025 | ||||
| Numerator: | ||||
| Net income (loss) | $13.6 | $(73.6) | $18.1 | $(75.0) |
| Denominator: | ||||
| Weighted-average shares outstanding - basic | 17.9 | 18.4 | 17.8 | 18.4 |
| Effect of dilutive shares | 0.1 | — | 0.1 | — |
| Weighted-average shares outstanding - diluted | 18.0 | 18.4 | 17.9 | 18.4 |
| Basic earnings (loss) per share | $0.76 | $(4.00) | $1.02 | $(4.08) |
| Diluted earnings (loss) per share | $0.76 | $(4.00) | $1.01 | $(4.08) |
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 the three and six months ended June 30, 2026, animmaterial number of shares were excluded from the calculation of diluted earnings per share.
For the three and six months ended June 30, 2025, the assumed vesting of restricted stock units had an antidilutive effect on diluted loss per share and were excluded from the calculation of diluted loss per share. For the three and six months ended June 30, 2025,0.3 million anti-dilutive shares were excluded from the calculation of diluted loss per share.
Note 11 –Capital Stock and Equity Compensation
Share Repurchases
In 2015, we initiated a share repurchase program (the Program) of up to $100.0 million of the Company’s capital stock to mitigate the dilutive effects of stock option 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. The Program has no expiration date and may be suspended or discontinued at any time without notice. For the three and six months ended June 30, 2026, we purchased 22,618 shares for a total value of $3.0 million, using cash from operations and cash on hand. As of June 30, 2026, $48.8 million remained available to purchase under the Program. Our stock repurchases may occur from time to time through open market purchases, privately negotiated transactions or plans designed to comply with Rule 10b5-1 promulgated under the Exchange Act.
Equity Compensation
Equity Compensation Expense
The components of equity compensation expense were as follows:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (Dollars in millions) | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| Performance-based restricted stock units expense | $0.6 | $2.1 | $0.6 | $3.9 |
| Time-based restricted stock units expense | 1.5 | 1.8 | 2.8 | 3.5 |
| Deferred stock units expense | 0.4 | 0.1 | 0.7 | 0.2 |
| Other | 0.1 | 0.3 | 0.2 | 0.3 |
| Total equity compensation expense | $2.6 | $4.3 | $4.3 | $7.9 |
Performance-Based Restricted Stock Units
As of June 30, 2026, we had outstanding performance-based restricted stock units with a market condition from 2026, 2025 and 2024. These awards generally cliff vest at the end of athree-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 performance-based restricted stock units with a market condition have one measurement criterion: thethree-year total shareholder return on our capital stock as compared to that of a specified group of peer companies. The fair value of this measurement criterion was 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.
The following table sets forth the assumptions used in the Monte Carlo calculation for each material award granted in 2026 and 2025:
| May 19, 2026 | February 18, 2026 | February 12, 2026 | February 26, 2025 | |
|---|---|---|---|---|
| Expected volatility | 36.5% | 34.7% | 34.6% | 45.6% |
| Expected term (in years) | 2.6 years | 2.9 years | 2.9 years | 2.9 years |
| Risk-free interest rate | 4.10% | 3.44% | 3.43% | 4.28% |
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.
As of June 30, 2026, we had outstanding performance-based restricted stock units with a financial performance condition granted in 2026. These awards are subject to athree-year performance period covering January 1, 2026 through December 31, 2028 and generally vest, if at all, following the completion of the performance period. Employees whose employment terminates during the performance period due to death, disability, or, in certain cases, qualified retirement may be eligible to receive a pro‑rata payout based on the number of days employed during the performance period.
The performance-based restricted stock units with a financial performance condition have one performance criterion: annual net sales growth, measured over thethree-year performance period, with the final payout determined based on the average payout level achieved for each year. The fair value of these awards was determined based on the market value of the Company’s common stock on the grant date, with cumulative compensation expense recognized to date adjusted based on changes in the estimated payout percentage at the end of each reporting period. As of June 30, 2026, the performance condition was considered probable of achievement. Accordingly, compensation expense has been recognized based on this estimated payout level. The Company accounts for forfeitures as they occur.
A summary of activity of the outstanding performance-based restricted stock units for the six months ended June 30, 2026 is presented below:
| Performance-BasedRestricted Stock Units | |
|---|---|
| Awards outstanding as of December 31, 2025 | 109,916 |
| Awards granted | 53,522 |
| Stock issued | — |
| Awards forfeited/cancelled | (63,874) |
| Awards outstanding as of June 30, 2026 | 99,564 |
Time-Based Restricted Stock Units
As of June 30, 2026, we had time-based restricted stock unit awards from 2026, 2025 and 2024 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 receiveone 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 on 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 the six months ended June 30, 2026 is presented below:
| Time-BasedRestricted Stock Units | |
|---|---|
| Awards outstanding as of December 31, 2025 | 115,905 |
| Awards granted | 78,129 |
| Stock issued | (40,775) |
| Awards forfeited/cancelled | (23,281) |
| Awards outstanding as of June 30, 2026 | 129,978 |
Deferred Stock Units
We grant deferred stock units to non-management directors. These awards will vest at theone-year anniversary of the award, subject to continuous service. Each deferred stock unit results in the issuance ofone 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 on the grant date.
A summary of activity of the outstanding deferred stock units for the six months ended June 30, 2026 is presented below:
| Deferred Stock Units | |
|---|---|
| Awards outstanding as of December 31, 2025 | 23,566 |
| Awards granted | 12,843 |
| Stock issued | (22,616) |
| Awards outstanding as of June 30, 2026 | 13,793 |
Note 12 –Segment Information
Our reporting structure is comprised of the following strategic operating and reportable segments: AES and EMS. The remaining operations, which represent our non-core businesses, are reported in the Other operating segment. This structure aligns our external reporting presentation with how we currently manage and view our business internally. Our CODM is the 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.
Our AES operating and reportable 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.
Our EMS operating and reportable 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; and 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.
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.
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 |
|---|---|---|---|---|
| Net sales - recognized over time | $42.8 | $1.8 | $4.0 | $48.6 |
| Net sales - recognized at a point in time | 74.7 | 93.0 | 0.5 | 168.2 |
| Total net sales | $117.5 | $94.8 | $4.5 | $216.8 |
| Cost of sales | $84.0 | $59.8 | $2.6 | $146.4 |
| Gross margin | $33.5 | $35.0 | $1.9 | $70.4 |
| Inventories, net | $78.2 | $50.0 | $1.8 | $130.0 |
| Depreciation expense | $5.5 | $2.7 | $0.2 | $8.4 |
| Net sales - recognized over time | $34.9 | $2.4 | $3.9 | $41.2 |
| Net sales - recognized at a point in time | 74.1 | 87.0 | 0.5 | 161.6 |
| Total net sales | $109.0 | $89.4 | $4.4 | $202.8 |
| Cost of sales | $78.1 | $57.9 | $2.8 | $138.8 |
| Gross margin | $30.9 | $31.5 | $1.6 | $64.0 |
| Inventories, net | $85.5 | $64.1 | $1.6 | $151.2 |
| Depreciation expense | $4.4 | $2.8 | $0.2 | $7.4 |
| Net sales - recognized over time | $82.2 | $3.3 | $7.9 | $93.4 |
| Net sales - recognized at a point in time | 143.0 | 179.9 | 1.0 | 323.9 |
| Total net sales | $225.2 | $183.2 | $8.9 | $417.3 |
| Cost of sales | $160.3 | $116.9 | $5.1 | $282.3 |
| Gross margin | $64.9 | $66.3 | $3.8 | $135.0 |
| Inventories, net | $78.2 | $50.0 | $1.8 | $130.0 |
| Depreciation expense | $10.9 | $5.4 | $0.4 | $16.7 |
| Net sales - recognized over time | $73.8 | $4.5 | $7.4 | $85.7 |
| Net sales - recognized at a point in time | 139.4 | 167.5 | 0.7 | 307.6 |
| Total net sales | $213.2 | $172.0 | $8.1 | $393.3 |
| Cost of sales | $153.2 | $113.8 | $5.3 | $272.3 |
| Gross margin | $60.0 | $58.2 | $2.8 | $121.0 |
| Inventories, net | $85.5 | $64.1 | $1.6 | $151.2 |
| Depreciation expense | $8.6 | $5.6 | $0.4 | $14.6 |
Segment Net Sales by Geographic Area
The following table presents net sales by our segment operations by geographic area for the periods indicated:
| (Dollars in millions) | Net Sales(1) | |||
|---|---|---|---|---|
| Region/Country | Advanced Electronics Solutions | Elastomeric Material Solutions | Other | Total |
| United States | $19.4 | $35.4 | $1.0 | $55.8 |
| Other Americas | 1.5 | 4.0 | — | 5.5 |
| Total Americas | 20.9 | 39.4 | 1.0 | 61.3 |
| China | 43.4 | 24.1 | 1.8 | 69.3 |
| Other APAC | 14.4 | 9.2 | 0.2 | 23.8 |
| Total APAC | 57.8 | 33.3 | 2.0 | 93.1 |
| Germany | 13.7 | 7.2 | 0.2 | 21.1 |
| Other EMEA | 25.1 | 14.9 | 1.3 | 41.3 |
| Total EMEA | 38.8 | 22.1 | 1.5 | 62.4 |
| Total net sales | $117.5 | $94.8 | $4.5 | $216.8 |
| United States | $22.9 | $33.9 | $0.8 | $57.6 |
| Other Americas | 0.4 | 2.7 | — | 3.1 |
| Total Americas | 23.3 | 36.6 | 0.8 | 60.7 |
| China | 33.9 | 25.9 | 1.3 | 61.1 |
| Other APAC | 13.5 | 7.7 | 0.6 | 21.8 |
| Total APAC | 47.4 | 33.6 | 1.9 | 82.9 |
| Germany | 13.4 | 5.9 | 0.2 | 19.5 |
| Other EMEA | 24.9 | 13.3 | 1.5 | 39.7 |
| Total EMEA | 38.3 | 19.2 | 1.7 | 59.2 |
| Total net sales | $109.0 | $89.4 | $4.4 | $202.8 |
(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.
| (Dollars in millions) | Net Sales(1) | |||
|---|---|---|---|---|
| Region/Country | Advanced Electronics Solutions | Elastomeric Material Solutions | Other | Total |
| United States | $38.1 | $71.6 | $1.9 | $111.6 |
| Other Americas | 2.6 | 7.1 | 0.1 | 9.8 |
| Total Americas | 40.7 | 78.7 | 2.0 | 121.4 |
| China | 83.0 | 44.8 | 3.2 | 131.0 |
| Other APAC | 28.4 | 16.9 | 0.7 | 46.0 |
| Total APAC | 111.4 | 61.7 | 3.9 | 177.0 |
| Germany | 27.1 | 13.6 | 0.4 | 41.1 |
| Other EMEA | 46.0 | 29.2 | 2.6 | 77.8 |
| Total EMEA | 73.1 | 42.8 | 3.0 | 118.9 |
| Total net sales | $225.2 | $183.2 | $8.9 | $417.3 |
| United States | $45.0 | $67.6 | $1.7 | $114.3 |
| Other Americas | 1.2 | 5.7 | — | 6.9 |
| Total Americas | 46.2 | 73.3 | 1.7 | 121.2 |
| China | 67.5 | 45.8 | 2.3 | 115.6 |
| Other APAC | 26.2 | 15.7 | 1.2 | 43.1 |
| Total APAC | 93.7 | 61.5 | 3.5 | 158.7 |
| Germany | 25.0 | 11.5 | 0.4 | 36.9 |
| Other EMEA | 48.3 | 25.7 | 2.5 | 76.5 |
| Total EMEA | 73.3 | 37.2 | 2.9 | 113.4 |
| Total net sales | $213.2 | $172.0 | $8.1 | $393.3 |
(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.
Note 13 –Supplemental Financial Information
Restructuring and Impairment Charges
The components of the “Restructuring and impairment charges” line item in the condensed consolidated statements of operations, were as follows:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (Dollars in millions) | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| Restructuring charges | ||||
| Manufacturing footprint consolidation | $0.6 | $3.6 | $5.0 | $7.6 |
| Global workforce reduction | 0.1 | 0.7 | 0.6 | 2.5 |
| Executive leadership transition | — | — | 0.8 | — |
| Other | — | — | — | 0.1 |
| Total restructuring charges | 0.7 | 4.3 | 6.4 | 10.2 |
| Impairment charges | ||||
| Lease impairment charges | — | — | 0.2 | — |
| Goodwill impairment | — | 67.3 | — | 67.3 |
| Other intangible assets impairment | — | 4.5 | — | 4.5 |
| Total impairment charges | — | 71.8 | 0.2 | 71.8 |
| Total restructuring and impairment charges | $0.7 | $76.1 | $6.6 | $82.0 |
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, which was completed in the fourth quarter of 2025. We incurred $3.6 million in restructuring charges in the three months ended June 30, 2025, of which $2.9 million related to severance and other termination benefits and $0.7 million related to accelerated depreciation.
In July 2025, we announced our intention to implement initiatives to reduce costs in the curamik® business under our AES operating and reportable segment and expect to record expenses in the range of $12.0 million to $15.0 million comprised of severance costs, property plant and equipment relocation and reinstallation costs, consulting fees and other miscellaneous cash costs.
During the three and six months ended June 30, 2026, we recognized $0.6 million and $5.0 million, respectively, in restructuring charges, nearly all of which relate to severance and termination benefits.
Restructuring Charges - Global Workforce Reduction
In 2025, we announced a plan to reduce our global workforce that was substantially completed in the second half of 2025. We incurred $0.1 million and $0.7 million in pre-tax restructuring charges related to this plan for the three months ended June 30, 2026 and 2025, respectively, and $0.6 million and $2.5 million in pre-tax restructuring charges related to this plan for the six months ended June 30, 2026 and 2025, respectively, all of which were related to severance and other termination benefits.
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 through March 2026. We have incurred $0.8 million in restructuring charges related to this transition in the six months ended June 30, 2026 for 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 the period ended June 30, 2026:
| (Dollars in thousands) | Restructuring Severance and Related Benefits |
|---|---|
| Balance as of December 31, 2025 | $10.2 |
| Provisions | 6.3 |
| Payments | (12.6) |
| Foreign currency translation adjustment | (0.1) |
| Balance as of June 30, 2026 | $3.8 |
Allocation of Restructuring and Impairment Charges to Operating and Reportable Segments
The following table summarizes the allocation of restructuring and impairment charges to our operating and reportable segments:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (Dollars in millions) | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| Advanced Electronics Solutions | ||||
| Allocated restructuring charges | $0.7 | $3.8 | $6.0 | $8.5 |
| Allocated impairment charges | — | 71.8 | 0.2 | 71.8 |
| Elastomeric Material Solutions | ||||
| Allocated restructuring charges | — | 0.5 | 0.4 | 1.7 |
| Total restructuring and impairment charges | $0.7 | $76.1 | $6.6 | $82.0 |
Other Income (Expense), Net
The components of the “Other income (expense), net” line item in the condensed consolidated statements of operations, were as follows:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (Dollars in millions) | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| Foreign currency translation impacts | $1.9 | $(1.9) | $3.2 | $(3.2) |
| Foreign currency derivative impacts | (1.3) | (0.2) | (2.3) | (0.4) |
| Copper derivative impacts | 0.5 | (0.1) | 0.5 | 0.1 |
| Other | — | — | — | (0.3) |
| Total other income (expense), net | $1.1 | $(2.2) | $1.4 | $(3.8) |
Interest Income, Net
The components of the “Interest income, net” line item in the condensed consolidated statements of operations, were as follows:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (Dollars in millions) | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| Line of credit fees | $(0.3) | $(0.3) | $(0.6) | $(0.6) |
| Debt issuance amortization costs | (0.1) | (0.1) | (0.2) | (0.2) |
| Interest income | 0.9 | 0.8 | 1.7 | 1.6 |
| Other | (0.2) | — | (0.3) | (0.1) |
| Total interest income, net | $0.3 | $0.4 | $0.6 | $0.7 |
Note 14 –Income Taxes
Compared to the 21% U.S. statutory federal income tax rate, we had a tax rate of 36.4% in the second quarter of 2026. During the quarter, our effective tax rate was unfavorably impacted by an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized.
We had a negative tax rate of 6.2% in the second quarter of 2025 due to tax expense on a pre-tax book loss. Our income tax expense for the second quarter of 2025 of $4.3 million was comprised primarily of an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized. Our effective tax rate was also unfavorably impacted by the $67.3 million goodwill impairment in curamik® for which no tax benefit is available.
We had a tax rate of 44.6% in the six months ended June 30, 2026. The effective rate for the first six months of 2026 was unfavorably impacted by an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized.
We had a negative tax rate of 5.8% for the six months ended June 30, 2025 due to tax expense on a pre-tax book loss. Our income tax expense for the six months ended June 30, 2025 of $4.1 million was comprised primarily of an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized. Our effective tax rate was also unfavorably impacted by the $67.3 million goodwill impairment in curamik® for which no tax benefit is available.
Note 15 -Recent Accounting Standards
Recently Adopted Standards
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. The updated guidance has not had an impact on how we calculate our allowance for credit losses.
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 anticipate adopting 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 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.