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Rogers Corporation ROG Form 10-Q filing Q2 FY2026

Filed
Jul 28, 2026, 8:00 PM EDT
Fiscal quarter
Q2 FY2026
Calendar quarter
Q2 2026
Accession
0000084748-26-000048

Part I – Financial Information

Item 1. Condensed Consolidated Financial Statements (Unaudited):

Condensed Consolidated Statements of Operations 4

Condensed Consolidated Statements of Comprehensive Income (Loss) 5

Condensed Consolidated Statements of Financial Position 6

Condensed Consolidated Statements of Shareholders’ Equity 7

Condensed Consolidated Statements of Cash Flows 8

Notes to Condensed Consolidated Financial Statements 9

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Position 25

Item 3. Quantitative and Qualitative Disclosures About Market Risk 31

Item 4. Controls and Procedures 31

Part II – Other Information

Item 1. Legal Proceedings 32

Item 1A. Risk Factors 32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 32

Item 5. Other Information 32

Item 6. Exhibits 33

Signatures 34

ROGERS CORPORATION

Defined Terms(1)

Term Definition

ADAS Advanced driver assistance systems

AES Advanced Electronics Solutions

APAC Asia - Pacific

ASC Accounting Standards Codification

ASU Accounting Standards Update

CODM Chief Operating Decision Maker

EMEA Europe, the Middle East and Africa

EMS Elastomeric Material Solutions

ERP Enterprise resource planning

EV/HEV Electric Vehicles/Hybrid Electric Vehicles

Exchange Act Securities Exchange Act of 1934, as amended

FASB Financial Accounting Standards Board

Fifth Amended Credit Agreement Fifth 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

Guarantors Existing and future material domestic subsidiaries

INOAC INOAC Corporation

OECD Organization for Economic Co-operation and Development

R&D Research and development

SEC U.S. Securities and Exchange Commission

SG&A Selling, general and administrative

Union Plan Rogers Corporation Employees’ Pension Plan

U.S. United States of America

U.S. GAAP Accounting principles generally accepted in the United States

 (1)Certain terms used within this Form 10-Q are defined in the table above.

Part I – Financial Information

Item 1. Condensed Consolidated Financial Statements (Unaudited):

Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited · Dollars and shares in millions, except per share amounts

View SEC source
Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
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)()()
Other income (expense), net()()
Interest income, 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 condensed consolidated financial statements.

4

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited · Dollars in millions

View SEC source
Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Net income (loss)$()$()
Foreign currency translation adjustment()()
Pension and other post-retirement benefits:
Amortization of loss, net of tax (Note 2)0.10.10.2
Other comprehensive income (loss)()()
Comprehensive income (loss)$()$()

The accompanying notes are an integral part of the condensed consolidated financial statements.

5

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Unaudited · Dollars and shares in millions, except par value

View SEC source
Line itemJune 30, 2026December 31, 2025
Assets
Current assets
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Contract assets
Inventories, net
Asbestos-related insurance recoverables, current portion
Other current assets
Total current assets
Property, plant and equipment, net
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 9)
Shareholders’ equity
Capital stock - par value; authorized shares; and shares issued and outstanding
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 condensed consolidated financial statements.

6

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Unaudited · Dollars and shares in millions

View SEC source
Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Capital Stock
Balance, beginning of period$17.8$18.5$17.8$18.5
Shares issued for vested restricted stock units, net of shares withheld for taxes0.10.1
Shares repurchased(0.4)(0.4)
Balance, end of period17.918.117.918.1
Additional Paid-In Capital
Balance, beginning of period106.1149.7105.7147.3
Shares issued for vested restricted stock units, net of shares withheld for taxes(0.2)(1.3)(1.4)
Shares issued for employee stock purchase plan0.60.70.60.7
Equity compensation expense2.64.34.37.9
Shares repurchased, including excise tax(3.0)(28.1)(3.0)(28.1)
Balance, end of period106.3126.4106.3126.4
Retained Earnings
Balance, beginning of period1,123.81,179.71,119.31,181.1
Net income (loss)13.6(73.6)18.1(75.0)
Balance, end of period1,137.41,106.11,137.41,106.1
Accumulated Other Comprehensive Loss
Balance, beginning of period(55.0)(77.6)(47.1)(95.3)
Other comprehensive income (loss)(1.9)33.7(9.8)51.4
Balance, end of period(56.9)(43.9)(56.9)(43.9)
Total Shareholders’ Equity

The accompanying notes are an integral part of the condensed consolidated financial statements.

7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited · Dollars in millions

View SEC source
Line itemSix Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Operating Activities:
Net income (loss)$()
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
Equity compensation expense
Deferred income taxes()
Impairment charges
Other non-cash charges, net(0.2)0.4
Changes in assets and liabilities:
Accounts receivable()()
Contract assets0.30.2
Inventories, net()()
Other current assets()()
Accounts payable and other accrued expenses
Other, net()()
Net cash provided by operating activities
Investing Activities:
Capital expenditures()()
Proceeds from the sale of property, plant and equipment, net
Proceeds from the sale of marketable equity securities
Purchases of short-term investments and marketable equity securities(30.1)(0.1)
Net cash used in investing activities()()
Financing Activities:
Payments of finance lease obligations()()
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(0.9)5.0
Net decrease in cash and cash equivalents()()
Cash and cash equivalents at beginning of period197.0159.8
Cash and cash equivalents at end of period$181.4$157.2
Supplemental Disclosures:
Accrued capital additions
Cash paid during the period for:
Interest, net of amounts capitalized
Income taxes, net of refunds

The accompanying notes are an integral part of the condensed consolidated financial statements.

8

ROGERS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 AdjustmentsPension and Other Postretirement Benefits(1)Total
Balance as of December 31, 2025$(39.5)$(7.6)$(47.1)
Other comprehensive loss before reclassifications(9.9)()
Amounts reclassified from accumulated other comprehensive loss0.1
Other comprehensive income (loss)(9.9)0.1()
Balance as of June 30, 2026$(49.4)$(7.5)$(56.9)
Balance as of December 31, 2024$(86.7)$(8.6)$(95.3)
Other comprehensive income before reclassifications51.2
Amounts reclassified from accumulated other comprehensive loss0.2
Other comprehensive income51.20.2
Balance as of June 30, 2025$(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 PeriodVolumeNotional Amount
July 2026 - September 202669 metric tons per month$2.1
October 2026 - December 202669 metric tons per month$2.3
January 2027 - March 202769 metric tons per month$2.7
April 2027 - June 202769 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):

(Dollars in millions)Financial Statement Line ItemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Foreign Currency Contracts
Contracts not designated as hedging instrumentsOther income (expense), net$(1.3)$(0.2)$(2.3)$(0.4)
Copper Derivative Contracts
Contracts not designated as hedging instrumentsOther 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, 2026December 31, 2025
Accounts receivable - trade$142.6$121.2
Allowance for credit losses()()
Accounts receivable - other7.810.7
Total accounts receivable, net

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, 2026December 31, 2025
Advanced Electronics Solutions
Elastomeric Material Solutions
Other
Total contract assets

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 million. There were 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, 2026December 31, 2025
Raw materials
Work-in-process39.742.3
Finished goods
Total inventories

Accounts Payable

The “Accounts payable” line item in the condensed consolidated statements of financial position consisted of the following:

(Dollars in millions)June 30, 2026December 31, 2025
Accounts payable - trade$59.7$41.3
Accounts payable - other3.41.6
Total accounts payable

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 million and 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 million and million for the six months ended June 30, 2026 and 2025, respectively. Our expenses and payments for finance leases were as follows:

(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 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

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 million and 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 million and million for the six months ended June 30, 2026 and 2025, respectively. Our expenses and payments for operating leases were as follows:

(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Operating leases expense
Short-term leases expense$0.2$0.2$0.3$0.4
Payments on operating lease obligations

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 ItemJune 30, 2026December 31, 2025
Finance lease right-of-use assetsProperty, plant and equipment, net
Operating lease right-of-use assetsOperating lease right-of-use assets
Finance lease obligations, current portionOther accrued liabilities
Finance lease obligations, non-current portionOther long-term liabilities
Total finance lease obligations
Operating lease obligations, current portionOperating lease obligations, current portion
Operating lease obligations, non-current portionOperating lease obligations, non-current portion
Total operating lease obligations

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:

(Dollars in millions)FinanceLeases in EffectOperatingLeases in Effect
2026$0.9$2.6
20274.5
20283.5
20293.3
20303.1
Thereafter2.68.0
Total lease payments
Less: Interest()()
Present Value of Future Minimum Lease Payments

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:

Line itemJune 30, 2026December 31, 2025
Weighted Average Remaining Lease Term
Finance leases6.2 years6.7 years
Operating leases6.1 years6.4 years
Weighted Average Discount Rate
Finance leases%%
Operating leases%%

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 SolutionsElastomeric Material SolutionsOtherTotal
December 31, 2025
Foreign currency translation adjustment()()
June 30, 2026

Intangible Assets

The carrying amount of intangible assets were as follows:

(Dollars in millions)June 30, 2026Gross Carrying AmountJune 30, 2026Accumulated AmortizationNet Carrying AmountDecember 31, 2025Gross Carrying AmountDecember 31, 2025Accumulated ImpairmentDecember 31, 2025Accumulated AmortizationNet Carrying Amount
Customer relationships$179.6$108.5$71.1$180.9$105.6$75.3
Technology78.467.710.779.467.212.2
Trademarks and trade names19.98.511.420.18.311.8
Total definite-lived intangible assets
Indefinite-lived intangible asset4.5
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 was as follows:

(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Amortization expense

The estimated future amortization expense is million, million, million, million, and 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:

Line itemWeighted Average Remaining Amortization Period
Customer relationships6.5 years
Technology2.6 years
Trademarks and trade names8.4 years
Total intangible assets6.3 years

Note 7 – Postretirement Benefit Plans

Pension Plan

As of June 30, 2026, we had one qualified noncontributory defined benefit pension plan, the Union Plan, which was frozen and ceased accruing benefits in 2013. The measurement date is December 31st 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

View SEC source
(Dollars in millions)Adjusted CostUnrealized GainsUnrealized LossesFair Value
Level 1 Securities:
Mutual funds$4.2$0.5$4.7
Total$0.5

Fair Value of Deferred Compensation Plan as of December 31, 2025

View SEC source
(Dollars in millions)Adjusted CostUnrealized GainsUnrealized LossesFair 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$0.7$(0.1)

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 had no 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:

Line itemAsbestos Claims
Claims outstanding as of January 1, 2026
New claims filed
Pending claims dismissed()
Pending claims settled()
Claims outstanding as of June 30, 2026

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, 2026December 31, 2025
Asbestos-related liabilities$57.1$57.4
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 $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 EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
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 the three and six months ended June 30, 2026, an 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, 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 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 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 shares for a total value of million, using cash from operations and cash on hand. As of June 30, 2026, 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:

(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Performance-based restricted stock units expense$0.6$2.1$0.6$3.9
Time-based restricted stock units expense1.51.82.83.5
Deferred stock units expense0.40.10.70.2
Other0.10.30.20.3
Total equity compensation expense

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 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 performance-based restricted stock units with a market condition have one measurement criterion: the three-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:

Line itemMay 19, 2026February 18, 2026February 12, 2026February 26, 2025
Expected volatility36.5%34.7%34.6%45.6%
Expected term (in years)2.6 years2.9 years2.9 years2.9 years
Risk-free interest rate4.10%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 a three-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 the three-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:

Line itemPerformance-Based Restricted Stock Units
Awards outstanding as of December 31, 2025109,916
Awards granted53,522
Stock issued
Awards forfeited/cancelled(63,874)
Awards outstanding as of June 30, 202699,564

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 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 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:

Line itemTime-Based Restricted Stock Units
Awards outstanding as of December 31, 2025115,905
Awards granted78,129
Stock issued(40,775)
Awards forfeited/cancelled(23,281)
Awards outstanding as of June 30, 2026129,978

Deferred Stock Units

We grant deferred stock units to non-management directors. These awards will 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 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:

Line itemDeferred Stock Units
Awards outstanding as of December 31, 202523,566
Awards granted12,843
Stock issued(22,616)
Awards outstanding as of June 30, 202613,793

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)Three Months Ended June 30, 2026Advanced Electronics SolutionsElastomeric Material SolutionsOtherTotal
Net sales - recognized over time$42.8$1.8$4.0$48.6
Net sales - recognized at a point in time74.793.00.5168.2
Total net sales
Cost of sales
Gross margin
Inventories, net
Depreciation expense
Three Months Ended June 30, 2025
Net sales - recognized over time$34.9$2.4$3.9$41.2
Net sales - recognized at a point in time74.187.00.5161.6
Total net sales
Cost of sales
Gross margin
Inventories, net
Depreciation expense
Six Months Ended June 30, 2026
Net sales - recognized over time$82.2$3.3$7.9$93.4
Net sales - recognized at a point in time143.0179.91.0323.9
Total net sales
Cost of sales
Gross margin
Inventories, net
Depreciation expense
Six Months Ended June 30, 2025
Net sales - recognized over time$73.8$4.5$7.4$85.7
Net sales - recognized at a point in time139.4167.50.7307.6
Total net sales
Cost of sales
Gross margin
Inventories, net
Depreciation expense

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) · Region/CountryThree Months Ended June 30, 2026Net Sales(1)Advanced Electronics SolutionsNet Sales(1)Elastomeric Material SolutionsNet Sales(1)OtherNet Sales(1)Total
United States$19.4$35.4$1.0
Other Americas
Total Americas
China43.424.11.8
Other APAC
Total APAC
Germany13.77.20.2
Other EMEA
Total EMEA
Total net sales
Three Months Ended June 30, 2025
United States$22.9$33.9$0.8
Other Americas
Total Americas
China33.925.91.3
Other APAC
Total APAC
Germany13.45.90.2
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.

(Dollars in millions) · Region/CountrySix Months Ended June 30, 2026Net Sales(1)Advanced Electronics SolutionsNet Sales(1)Elastomeric Material SolutionsNet Sales(1)OtherNet Sales(1)Total
United States$38.1$71.6$1.9
Other Americas
Total Americas
China83.044.83.2
Other APAC
Total APAC
Germany27.113.60.4
Other EMEA
Total EMEA
Total net sales
Six Months Ended June 30, 2025
United States$45.0$67.6$1.7
Other Americas
Total Americas
China67.545.82.3
Other APAC
Total APAC
Germany25.011.50.4
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.

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:

(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Restructuring charges
Manufacturing footprint consolidation$0.6$3.6$5.0$7.6
Global workforce reduction0.10.70.62.5
Executive leadership transition0.8
Other0.1
Total restructuring charges
Impairment charges
Lease impairment charges
Goodwill impairment
Other intangible assets impairment4.54.5
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, 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 BenefitsRestructuring Severance and Related Benefits
Balance as of December 31, 2025$10.2
Provisions6.3
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:

(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Advanced Electronics Solutions
Allocated restructuring charges$3.8$8.5
Allocated impairment charges0.2
Elastomeric Material Solutions
Allocated restructuring charges
Total restructuring and impairment charges

Other Income (Expense), Net

The components of the “Other income (expense), net” line item in the condensed consolidated statements of operations, were as follows:

(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 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 impacts0.5(0.1)0.50.1
Other(0.3)
Total other income (expense), net$()$()

Interest Income, Net

The components of the “Interest income, net” line item in the condensed consolidated statements of operations, were as follows:

(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Line of credit fees$(0.3)$(0.3)$(0.6)$(0.6)
Debt issuance amortization costs()()()()
Interest income
Other(0.2)(0.3)(0.1)
Total interest income, net

Note 14 – Income Taxes

Compared to the 21% U.S. statutory federal income tax rate, we had a tax rate of % 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 % 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 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 % 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 % 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 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.

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Position

As used herein, the “Company,” “Rogers,” “we,” “us,” “our” and similar terms include Rogers Corporation and its subsidiaries, unless the context indicates otherwise.

Company Overview and Strategy

We design, develop, manufacture and sell high-performance and high-reliability engineered materials and components to meet our customers’ needs. We operate two strategic operating and reportable 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 across multiple end markets. This includes the aerospace and defense industry, with opportunities driven by the advancement of communication systems and expanding global air travel. Also, the automotive industry where there are market opportunities resulting from continuing trends in vehicle electrification and ADAS adoption. In the electronics and communications industries there are compelling opportunities resulting from growth in data centers and next-generation smartphones. Industrial markets provide growth opportunities in certain sub-markets, including renewable energy which continues to expand globally.

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 synopsis and factors should be considered when reviewing our results of operations, financial position and liquidity:

  • In the second quarter of 2026 as compared to the second quarter of 2025, our net sales increased approximately 6.9% to $216.8 million, our gross margin increased approximately 90 basis points to 32.5% from 31.6%, and we had an operating margin of 9.2% compared to an operating loss of 33.3%.
  • We repurchased 22.6 thousand shares of our capital stock for $3.0 million in the second quarter of 2026.

Results of Operations

The following table sets forth, for the periods indicated, selected operations data expressed as a percentage of net sales:

Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Net sales100.0%100.0%100.0%100.0%
Gross margin32.5%31.6%32.4%30.8%
Selling, general and administrative expenses19.5%23.9%20.0%23.7%
Research and development expenses3.4%3.5%3.4%3.6%
Restructuring and impairment charges0.3%37.5%1.6%20.8%
Other operating (income) expense, net0.1%0.1%(0.1)%
Operating income (loss)9.2%(33.3)%7.4%(17.2)%
Other income (expense), net0.5%(1.1)%0.3%(1.0)%
Interest income, net0.1%0.2%0.1%0.2%
Income (loss) before income taxes9.9%(34.2)%7.8%(18.0)%
Income tax expense3.6%2.1%3.5%1.1%
Net income (loss)6.3%(36.3)%4.3%(19.1)%

Net Sales and Gross Margin

View SEC source
(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Net sales$216.8$202.8$417.3$393.3
Gross margin$70.4$64.0$135.0$121.0
Percentage of net sales32.5%31.6%32.4%30.8%

Net sales increased in the second quarter by 6.9%, or $14.0 million, of which $8.7 million was driven by higher demand and $5.3 million of currency benefit. By end market, sales increased in the electronics and communications, industrial, and automotive markets, partially offset by lower net sales in the aerospace and defense market, in the second quarter of 2026 compared to the second quarter of 2025.

Net sales increased in the first six months by 6.1%, or $24.0 million, of which $10.9 million was driven by higher demand and $13.1 million of currency benefit. By end market, sales increased in the electronics and communications and industrial markets, partially offset by lower net sales in the automotive market, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Gross margin as a percentage of net sales increased approximately 90 basis points to 32.5% in the second quarter of 2026 compared to 31.6% in the second quarter of 2025. Gross margin in the second quarter of 2026 increased due to higher sales volume, favorable mix, and operational efficiencies, partially offset by increased raw material costs.

Gross margin as a percentage of net sales increased approximately 160 basis points to 32.4% in the six months ended June 30, 2026 compared to 30.8% in the six months ended June 30, 2025. Gross margin in the six months ended June 30, 2026 increased due to higher sales volume, favorable mix, and productivity improvements from cost savings following our manufacturing footprint consolidation in Belgium and Germany, partially offset by increased raw material costs.

Selling, General and Administrative Expenses

View SEC source
(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Selling, general and administrative expenses$42.2$48.5$83.4$93.0
Percentage of net sales19.5%23.9%20.0%23.7%

SG&A expenses decreased 13.0% in the second quarter of 2026 from the second quarter of 2025, primarily due to a $2.1 million reduction in professional services costs, a $2.2 million reduction in total compensation and benefit expense, and a $0.5 million reduction in software costs.

SG&A expenses decreased 10.3% in the six months ended June 30, 2026 from the six months ended June 30, 2025, primarily due to a $2.2 million reduction in total compensation and benefit expense, a $4.6 million reduction in professional services costs, and a $1.4 million reduction in software costs.

Research and Development Expenses

View SEC source
(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Research and development expenses$7.3$7.0$14.0$14.1
Percentage of net sales3.4%3.5%3.4%3.6%

R&D expenses increased 4.3% in the second quarter of 2026 from the second quarter of 2025, primarily due to a $0.5 million increase in R&D trials for product development, partially offset by a $0.4 million decrease in compensation and benefits expense.

R&D expenses decreased 0.7% in the six months ended June 30, 2026 from the six months ended June 30, 2025, primarily due to a $1.1 million decrease in compensation and benefits expense, partially offset by a $0.2 million increase in professional services and a $0.5 million increase in R&D trials for product development.

Restructuring and Impairment Charges

View SEC source
(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Restructuring and impairment charges$0.7$76.1$6.6$82.0

We incurred restructuring and impairment charges of $0.7 million and $6.6 million in the three and six months ended June 30, 2026, due to our footprint consolidation actions in our Eschenbach, Germany facility, the executive leadership transition, additional reduction in forces, and the impairment of our Mexico facility lease. For additional information, refer to “Note 13 – Supplemental Financial Information” to the condensed consolidated financial statements in Part I, Item 1, of this Form 10-Q.

Other Income (Expense), Net

View SEC source
(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Other income (expense), net$1.1$(2.2)$1.4$(3.8)

Other income (expense), net was income of $1.1 million in the second quarter of 2026 compared to expense of $2.2 million in the second quarter of 2025. The increase was primarily due to $3.8 million of favorable year-over-year changes in impacts from foreign currency transactions combined with $0.6 million for our copper derivative, partially offset by $1.0 million in unfavorable performance on foreign exchange derivative contracts.

Other income (expense), net was income of $1.4 million in the six months ended June 30, 2026 compared to expense of $3.8 million in the six months ended June 30, 2025. The increase was primarily due to $6.4 million of favorable year-over-year changes in impacts from foreign currency transactions, partially offset by $1.8 million in unfavorable performance on foreign exchange derivative contracts.

Interest Income, Net

View SEC source
(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Interest income, net$0.3$0.4$0.6$0.7

Interest income, net, was flat for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.

Income Taxes

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(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Income tax expense$7.8$4.3$14.6$4.1
Effective tax rate36.4%(6.2)%44.6%(5.8)%

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.

Operating Segment Net Sales and Gross Margin

Advanced Electronics Solutions

(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Net sales$117.5$109.0$225.2$213.2
Gross margin$33.5$30.9$64.9$60.0
Percentage of net sales28.5%28.3%28.8%28.1%

AES net sales increased in the second quarter by 7.8%, or $8.5 million, of which $5.2 million was driven by higher demand and $3.3 million of currency benefit. By end market, sales increased for electronics and communications, and automotive, while sales in the aerospace and defense market were lower, in the second quarter of 2026 compared to the second quarter of 2025.

AES net sales increased in the first six months by 5.6%, or $12.0 million, of which $3.5 million was driven by higher demand and $8.5 million of currency benefit. By end market, sales increased for electronics and communications, automotive, and industrial, while sales in the aerospace and defense market were lower, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Our AES operating and reportable segment gross margin as a percentage of net sales in the second quarter of 2026 was 28.5% as compared to 28.3% in the second quarter of 2025. Gross margin improved primarily due to higher sales volume and favorable mix, partially offset by increased raw material costs.

Our AES operating and reportable segment gross margin as a percentage of net sales in the six months ended June 30, 2026 was 28.8% as compared to 28.1% in the six months ended June 30, 2025. Gross margin improved primarily due to higher sales volume, favorable mix, and productivity improvements from cost savings following our manufacturing footprint consolidation in Belgium and Germany, partially offset by lower utilization from a new production line and increased raw material costs.

Elastomeric Material Solutions

(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Net sales$94.8$89.4$183.2$172.0
Gross margin$35.0$31.5$66.3$58.2
Percentage of net sales36.9%35.2%36.2%33.8%

EMS net sales increased in the second quarter by 6.0%, or $5.4 million, of which $3.6 million was driven by higher demand and $1.8 million of currency benefit. By end market, sales increased in the industrial, electronics and communications, and aerospace and defense markets, partially offset by lower sales in the automotive market, in the second quarter of 2026 compared to the second quarter of 2025.

EMS net sales increased in the first six months by 6.5%, or $11.2 million, of which $6.9 million was driven by higher demand and $4.3 million of currency benefit. By end market, sales increased in the industrial, electronics and communications, and aerospace and defense markets, partially offset by lower sales in the automotive market, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Our EMS operating and reportable segment gross margin as a percentage of net sales in the second quarter of 2026 was 36.9% as compared to 35.2% in the second quarter of 2025. Gross margin improved primarily due to increased sales volume and related utilization benefits and operational efficiencies.

Our EMS operating and reportable segment gross margin as a percentage of net sales in the six months ended June 30, 2026 was 36.2% as compared to 33.8% in the six months ended June 30, 2025. Gross margin improved primarily due to increased sales volume and related utilization benefits and productivity improvements.

Other

(Dollars in millions)Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Net sales$4.5$4.4$8.9$8.1
Gross margin$1.9$1.6$3.8$2.8
Percentage of net sales42.2%36.4%42.7%34.6%

Liquidity, Capital Resources and Financial Position

We believe that our existing sources of liquidity and cash flows that we expect to generate 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 in an effort 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:

(Dollars in millions)June 30, 2026December 31, 2025
U.S.$74.3$100.1
Europe37.540.7
Asia69.656.2
Total cash and cash equivalents$181.4$197.0

Approximately $107.1 million of our cash and cash equivalents were held by non-U.S. subsidiaries as of June 30, 2026. We did not make any changes in the six months ended June 30, 2026 to our position on the permanent reinvestment of our earnings from foreign operations. With the exception of certain of our Chinese subsidiaries, where a substantial portion of our cash and cash equivalents located in Asia are held, we continue to assert that historical foreign earnings are indefinitely reinvested.

(Dollars in millions)June 30, 2026December 31, 2025
Key Financial Position Accounts:
Cash and cash equivalents$181.4$197.0
Short-term investments$30.0
Accounts receivable, net$149.2$130.6
Inventories, net$130.0$125.0

Changes in key financial position accounts and other significant changes in our condensed consolidated statements of financial position from December 31, 2025 to June 30, 2026 were as follows:

  • Cash and cash equivalents were $181.4 million as compared to $197.0 million as of December 31, 2025, a decrease of $15.6 million, or 7.9%. This decrease was primarily due to cash used in investing and financing activities, partially offset by cash provided by operations and favorable impacts of exchange rates on cash.
  • Short-term investments were $30.0 million as compared to nil as of December 31, 2025. The addition of short-term investments was due to the purchase of time deposits with original maturities of more than three months and less than twelve months at the date of purchase, as of June 30, 2026.
  • Accounts receivable, net increased 14.2% to $149.2 million as of June 30, 2026 from $130.6 million as of December 31, 2025. The increase was primarily due to higher net sales in the last month of the second quarter of 2026 compared to the last month of the fourth quarter of 2025.
  • Inventories were $130.0 million as of June 30, 2026, compared to $125.0 million as of December 31, 2025. The change was due to higher levels of raw materials inventory, offset by lower levels of work-in-process and finished goods inventory.
(Dollars in millions)Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Key Cash Flow Measures:
Net cash provided by operating activities$30.2$25.4
Net cash used in investing activities$(40.3)$(3.4)
Net cash used in financing activities$(4.6)$(29.6)

Changes in key cash flow measures and other significant changes in our condensed consolidated statements of cash flows from June 30, 2025 to June 30, 2026 were as follows:

  • Net cash used in investing activities was $40.3 million as compared to $3.4 million as of June 30, 2025, an increase in net cash used of $36.9 million. This increase in net cash used was primarily due to purchases of short-term investments, which consists of time deposits with original maturities of more than three months and less than twelve months at the date of purchase.
  • Net cash used in financing activities was $4.6 million as compared to $29.6 million as of June 30, 2025, a decrease in net cash used of $25.0 million. This decrease in net cash used was primarily due to a lower level of share repurchase activity.

In 2026, we expect capital spending to be in the range of approximately $30.0 million to $35.0 million. We plan to fund our capital spending in 2026 with cash from operations and cash on hand.

Restrictions 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 June 30, 2026.

Contingencies

During the second quarter of 2026, we did not become aware of any material developments related to environmental matters disclosed in our Annual Report, our asbestos litigation or other material contingencies previously disclosed or incur any material costs or capital expenditures related to such matters. Refer to “Note 9 – Commitments and Contingencies” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q for further discussion of these contingencies.

Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies and estimates from those disclosed in our Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our exposure to market risk during the second quarter of 2026. For discussion of our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” contained in our Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted, with the participation of our Principal Executive Officer and our 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 June 30, 2026. 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 our Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.

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. The portion of the transition to the new ERP system that we have completed to date did not result in significant 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 second quarter of fiscal year ending December 31, 2026, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Part II - Other Information

Item 1. Legal Proceedings

Refer to the discussion of certain environmental, asbestos and other litigation matters in “Note 9 – Commitments and Contingencies” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this Form 10-Q, you should carefully consider factors discussed in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s other filings with the SEC, which are available at www.sec.gov and on the Company’s website at www.rogerscorp.com.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Items 2 (a) and (b) are not applicable

(c) Stock Repurchases

(Dollars in millions, except shares and per share amounts)Period(Dollars in millions, except shares and per share amounts)Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs
April 1, 2026 to April 30, 2026$51.8
May 1, 2026 to May 31, 202622,618$132.6422,618$48.8
June 1, 2026 to June 30, 2026$48.8

For the three months ended June 30, 2026, we repurchased shares for a total value of $3.0 million under a $200.0 million share repurchase program approved by our Board of Directors. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. As of June 30, 2026, $48.8 million remained for repurchase under the share repurchase program. All repurchases were made using cash from operations. 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.

Item 5. Other Information

During the three months ended June 30, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits

List of Exhibits:

10.1 Letter Agreement between the Company and Ali El-Haj, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 19, 2026. 10.2 Rogers Corporation 2019 Long-Term Equity Compensation Plan - Time-Based Restricted Stock Unit Award Agreement 10.3 Rogers Corporation 2019 Long-Term Equity Compensation Plan - Performance-Based Restricted Stock Unit Award Agreement - Total Shareholder Return 10.4 Rogers Corporation 2019 Long-Term Equity Compensation Plan - Performance-Based Restricted Stock Unit Award Agreement - Net Sales 10.5 Rogers Corporation 2026 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Repot on Form 8-K on May 7, 2026 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 31.2 Certification of Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. (32) Certification of Principal Executive Officer and Senior Vice President and Chief Financial Officer and Treasurer (Principal Financial Officer) pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. (101) The following materials from Rogers Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and June 30, 2025, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and June 30, 2025, (iii) Condensed Consolidated Statements of Financial Position as of June 30, 2026 and December 31, 2025, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and June 30, 2025, (v) Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2026 and June 30, 2025, (vi) Notes to Condensed Consolidated Financial Statements and (vii) Cover Page. (104) The cover page from Rogers Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, formatted in iXBRL and contained in Exhibit 101.