Form 8-K

8-K — ROGERS CORP

Accession: 0000084748-26-000046

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0000084748

SIC: 2821 (PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — rog-20260728.htm (Primary)

EX-99.1 (q22026resultsannouncement.htm)

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8-K

8-K (Primary)

Filename: rog-20260728.htm · Sequence: 1

rog-20260728

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 28, 2026

ROGERS CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts 1-4347 06-0513860

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

2225 W. Chandler Blvd., Chandler, Arizona 85224

(Address of principal executive offices) (Zip Code)

(480) 917-6000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock,

par value $1.00 per share

ROG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

In a press release dated July 28, 2026, Rogers Corporation (the “Company”) announced its second quarter 2026 results. A copy of that press release is furnished herewith as Exhibit 99.1 and incorporated herein to these Items 2.02 and 7.01 by reference.

All information in this Form 8-K and the Exhibits attached hereto, including guidance or any other forward-looking statements, speaks as of July 28, 2026, and the Company undertakes no duty to update this information to reflect subsequent events, actual results or changes in the Company’s expectations, unless required by law.

The information in Items 2.02 and 7.01 of this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press release issued by Rogers Corporation on July 28, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROGERS CORPORATION

(Registrant)

Date: July 28, 2026

By: /s/ Laura Russell

Laura Russell

Senior Vice President, Chief Financial Officer and Treasurer

Principal Financial Officer

EX-99.1

Filename: q22026resultsannouncement.htm · Sequence: 2

Document

Rogers Corporation Reports Second Quarter 2026 Results

•Net sales of $216.8 million increased 6.9% year-over-year (YoY)

•Gross margin of 32.5% increased 90 basis points YoY

•Net income of $13.6 million, versus a $73.6 million net loss in the prior year period1

•Adjusted EBITDA of $37.6 million increased by $13.7 million YoY

•Diluted earnings per share of $0.76, versus a loss per share of $4.00 in the prior year period1

•Adjusted earnings per share of $0.92 increased by $0.58 YoY

Chandler, Arizona, July 28, 2026: Rogers Corporation (NYSE:ROG) today announced financial results for the second quarter of 2026.

"We delivered another quarter of solid revenue growth, with sales increasing nearly 7% year over year, driven by improving customer demand and progress in our commercial initiatives,” stated Ali El-Haj, Rogers' President and CEO. "Compared to the prior year adjusted EPS improved significantly and EBITDA margin expanded by 550 basis points, despite supply chain challenges. Overall, these results reflect our continuing focus on improving operating performance, and positioning Rogers for sustainable long-term growth.”

"Looking ahead, we are encouraged by continued progress with new product initiatives and increased customer activity levels. These developments and the positive outlook in many of our end markets are resulting in an expectation of continued year-over-year improvement in all financial metrics in the third quarter. We remain focused on both our customers and on enhancing our operational execution to drive sustained momentum through the remainder of the year."

Financial Overview

GAAP Results (dollars in millions, except per share amounts)

Q2 2026 Q1 2026

Q2 20251

Net Sales $216.8 $200.5 $202.8

Gross Margin 32.5% 32.2% 31.6%

Net Income (Loss) $13.6 $4.5 $(73.6)

Diluted Earnings (Loss) Per Share $0.76 $0.25 $(4.00)

Adjusted Earnings Per Diluted Share2

$0.92 $0.75 $0.34

Adjusted EBITDA2

$37.6 $32.0 $23.9

Net Cash Provided by Operating Activities $24.4 $5.8 $13.7

Free Cash Flow1

$18.3 $1.1 $5.6

1 - The Q2 2025 net loss and loss per share are inclusive of $71.8 million of non-cash impairment charges and $4.3 million of restructuring expenses.

2 - Adjusted Earnings Per Diluted Share, Adjusted EBITDA and Free Cash Flow are non-GAAP measures. A reconciliation of non-GAAP to GAAP

measures is provided in the schedules included below.

Q2 2026 Summary of Results

Net sales of $216.8 million increased 6.9%, or $14.0 million, versus the second quarter of 2025. The higher sales were concentrated primarily in the industrial, and electronics and communications end markets. Currency exchange rates favorably affected net sales in the second quarter of 2026 by $5.3 million compared to the prior year.

GAAP earnings per diluted share were $0.76 compared to a loss per share of $(4.00) in Q2 2025. The prior year period included non-cash impairment charges of $71.8 million and $4.3 million of restructuring expenses. On an adjusted basis, earnings were $0.92 per diluted share compared to earnings of $0.34 per diluted share in the second quarter of

2025. The improvement in adjusted earnings resulted from higher sales and gross margin and lower operating expenses.

Second quarter ending cash and cash equivalents were $181.4 million and short-term investments were $30.0 million. These balances together increased by $15.6 million compared to the prior quarter. Net cash provided by operating activities was $24.4 million and capital expenditures were $6.1 million.

Financial Outlook

(dollars in millions, except per share amounts) Q3 2026

Net Sales $233 to $243

Gross Margin 33.2% to 34.2%

Adjusted Earnings Per Diluted Share $1.10 to $1.30

Adjusted EBITDA $44 to $50

2026

Capital Expenditures $30 to $35

Conference Call and Additional Information

A conference call to discuss the results for the second quarter will take place today, Tuesday, July 28, 2026 at 5:00 pm ET. A live webcast of the event and the accompanying presentation can be accessed on the Rogers Corporation website at https://www.rogerscorp.com/investors.

About Rogers Corporation

Rogers Corporation (NYSE:ROG) is a global leader in engineered materials to power, protect and connect our world. Rogers delivers innovative solutions to help our customers solve their toughest material challenges. Rogers’ advanced electronic and elastomeric materials are used in applications for EV/HEV, automotive safety and radar systems, mobile devices, renewable energy, wireless infrastructure, energy-efficient motor drives, industrial equipment and more. Headquartered in Chandler, Arizona, Rogers operates manufacturing facilities in the United States (U.S.), Asia and Europe, with sales offices worldwide.

Safe Harbor Statement

Statements included in this release that are not a description of historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are generally accompanied by words or phrases such as “anticipate,” “assume,” “believe,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “seek,” “target” or similar expressions that convey uncertainty as to the future events or outcomes. Forward-looking statements are based on assumptions and beliefs that we believe to be reasonable; however, assumed facts almost always vary from actual results, and the differences between assumed facts and actual results could be material depending upon the circumstances. Where we express an expectation or belief as to future results, that expectation or belief is expressed in good faith and based on assumptions believed to have a reasonable basis. We cannot assure you, however, that the stated expectation or belief will occur or be achieved or accomplished. This release contains forward-looking statements regarding our plans, objectives, outlook, goals, strategies, future events, future net sales or performance, capital expenditures, future restructuring, plans or intentions relating to expansions, business trends and other information that is not historical information. All forward-looking statements are based upon information available to us on the date of this release and are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from those indicated by the forward-looking statements. Other risks and uncertainties that could cause such results to differ include the following, without limitation: failure to capitalize on, volatility within, or other adverse changes with respect to growth opportunities, such as delays in adoption or implementation of new technologies; uncertain business, economic and political conditions in the U.S. and abroad, particularly in China, Germany, England, Belgium, South Korea and Hungary, where we maintain significant manufacturing, sales or administrative operations; the global trade policy dynamics between nations reflected in trade agreement negotiations, imposition of tariffs and other trade restrictions, as well as the potential for global supply chain decoupling; fluctuations in foreign currency exchange rates; our ability to develop innovative products and the extent to which they are incorporated into end-user products and systems that achieve commercial success; the ability and willingness of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner; business interruptions due to catastrophes or other similar events, such as natural disasters, war, terrorism or public health crises; the impact of sanctions, export controls and other foreign asset or investment restrictions; failure to realize, or delays in the realization of anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses; our ability to attract and retain management and skilled technical personnel; our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights; changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate; failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants; the outcome of ongoing and future litigation, including our asbestos-related product liability litigation; changes in environmental laws and regulations applicable to our business; and disruptions in, or breaches of, our information technology systems. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the Company. Our forward-looking statements are expressly qualified by these cautionary statements, which you should consider carefully. For additional information about the risks, uncertainties and other factors that may affect our business, please see our most recent annual report on Form 10-K and any subsequent reports filed with the Securities and Exchange Commission, including quarterly reports on Form 10-Q. Rogers Corporation assumes no responsibility to update or revise any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact:

Steve Haymore

Phone: 480-917-6026

Email: stephen.haymore@rogerscorporation.com

Website Address: https://www.rogerscorp.com

(Financial statements follow)

Condensed Consolidated Statements of Operations (Unaudited)

(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

Net sales $ 216.8 $ 202.8 $ 417.3 $ 393.3

Cost of sales 146.4 138.8 282.3 272.3

Gross margin 70.4 64.0 135.0 121.0

Selling, general and administrative expenses 42.2 48.5 83.4 93.0

Research and development expenses 7.3 7.0 14.0 14.1

Restructuring and impairment charges 0.7 76.1 6.6 82.0

Other operating (income) expense, net 0.2 (0.1) 0.3 (0.3)

Operating income (loss) 20.0 (67.5) 30.7 (67.8)

Other income (expense), net 1.1 (2.2) 1.4 (3.8)

Interest income, net 0.3 0.4 0.6 0.7

Income (loss) before income taxes 21.4 (69.3) 32.7 (70.9)

Income tax expense 7.8 4.3 14.6 4.1

Net income (loss) $ 13.6 $ (73.6) $ 18.1 $ (75.0)

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)

Shares used in computing:

Basic earnings (loss) per share 17.9 18.4 17.8 18.4

Diluted earnings (loss) per share 18.0 18.4 17.9 18.4

Condensed Consolidated Statements of Financial Position (Unaudited)

(DOLLARS AND SHARES IN MILLIONS, EXCEPT PAR VALUE) June 30, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 181.4 $ 197.0

Short-term investments 30.0 —

Accounts receivable, net 149.2 130.6

Contract assets 27.1 27.9

Inventories, net 130.0 125.0

Asbestos-related insurance recoverables, current portion 4.7 4.7

Other current assets 21.2 14.8

Total current assets 543.6 500.0

Property, plant and equipment, net 358.2 372.4

Operating lease right-of-use assets 17.7 19.2

Goodwill 301.1 303.4

Intangible assets, net of accumulated amortization 93.2 99.3

Asbestos-related insurance recoverables, non-current portion 48.0 48.1

Deferred income taxes 64.7 67.0

Other long-term assets 19.9 20.5

Total assets $ 1,446.4 $ 1,429.9

Liabilities and Shareholders’ Equity

Current liabilities

Accounts payable $ 63.1 $ 42.9

Accrued employee benefits and compensation 35.5 43.2

Accrued income taxes payable 9.2 10.2

Operating lease obligations, current portion 4.0 3.9

Asbestos-related liabilities, current portion 5.5 5.5

Other accrued liabilities 19.0 20.4

Total current liabilities 136.3 126.1

Operating lease obligations, non-current portion 16.6 17.9

Asbestos-related liabilities, non-current portion 51.6 51.9

Non-current income tax 5.1 4.8

Deferred income taxes 17.5 17.7

Other long-term liabilities 14.6 15.8

Shareholders’ equity

Capital stock - $1 par value; 50.0 authorized shares; 17.9 and 17.8 shares issued and outstanding, respectively

17.9 17.8

Additional paid-in capital 106.3 105.7

Retained earnings 1,137.4 1,119.3

Accumulated other comprehensive loss (56.9) (47.1)

Total shareholders' equity 1,204.7 1,195.7

Total liabilities and shareholders' equity $ 1,446.4 $ 1,429.9

Reconciliation of non-GAAP financial measures to the comparable GAAP measures

Non-GAAP Financial Measures:

This earnings release includes the following financial measures that are not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”):

(1) Adjusted earnings per diluted share, which the Company defines as earnings (loss) per diluted share excluding acquisition and related integration costs, dispositions, intangible amortization, restructuring, severance, impairment and other related costs, asbestos-related charges (credits), and the related income tax effect on these items, and charges to income tax expense for valuation allowances on deferred tax assets generated in prior years, divided by adjusted weighted average shares outstanding - diluted;

(2) Adjusted EBITDA, which the Company defines as net income (loss) excluding acquisition and related integration costs, dispositions, intangible amortization, severance, impairment and other related costs, asbestos-related charges (credits), interest income (expense), net, income tax (benefit) expense, depreciation of fixed assets, and equity compensation expense;

(3) Adjusted EBITDA margin, which the Company defines as the percentage that results from dividing Adjusted EBITDA by total net sales;

(4) Free cash flow, which the Company defines as net cash provided by operating activities less non-acquisition capital expenditures.

Management believes adjusted earnings per diluted share, adjusted EBITDA and adjusted EBITDA margin are useful to investors because they allow for comparison to the Company’s performance in prior periods without the effect of items that, by their nature, tend to obscure the Company’s core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. As a result, management believes that these measures enhance the ability of investors to analyze trends in the Company’s business and evaluate the Company’s performance relative to peer companies. Management also believes free cash flow is useful to investors as an additional way of viewing the Company's liquidity and provides a more complete understanding of factors and trends affecting the Company's cash flows. However, non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as alternatives to, financial measures prepared in accordance with GAAP. In addition, these non-GAAP financial measures may differ from, and should not be compared to, similarly named measures used by other companies. Reconciliations of the differences between these non-GAAP financial measures and their most directly comparable financial measures calculated in accordance with GAAP are set forth below.

The Company provides quarterly guidance for adjusted earnings per diluted share and adjusted EBITDA on a non-GAAP basis only. The forward-looking comparable GAAP measures and a reconciliation of adjusted earnings per share and adjusted EBITDA to GAAP are excluded in reliance upon the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K due to the inherent difficulty in forecasting and quantifying, without unreasonable efforts, certain reconciling items. These include, among other things, adjustments that could be made for acquisition and related integration costs, dispositions, intangible amortization, restructuring, severance, impairment and other related costs, asbestos-related charges (credits), and charges to income tax expense for valuation allowances on deferred tax assets generated in prior years, and other charges reflected in the Company’s reconciliations of historic numbers, the amount of which, based on historical experience, could be significant.

Reconciliation of GAAP Earnings (Loss) Per Diluted Share to Adjusted Earnings Per Diluted Share*:

2026 2025

Q2 Q1 Q2

GAAP Earnings (Loss) Per Diluted Share $ 0.76 $ 0.25 $ (4.00)

Intangible Amortization 0.14 0.15 0.15

Restructuring, Severance, Impairment & Other Related Costs 0.04 0.33 4.14

Valuation Allowances against Deferred Tax Assets — — 0.21

Estimated Income Tax Impacts of Adjustments (0.02) 0.02 (0.16)

Total Adjustments $ 0.16 $ 0.50 $ 4.33

Adjusted Earnings Per Diluted Share $ 0.92 $ 0.75 $ 0.34

*Values in table may not add due to rounding.

The following table reconciles weighted average shares outstanding - diluted under US GAAP to adjusted weighted average shares outstanding - diluted used in the calculation of adjusted diluted EPS:

2026 2025

(shares in millions) Q2 Q1 Q2

Weighed average shares outstanding - diluted 18.0 17.9 18.4

Dilutive effect of awards under equity compensation plans — — —

Adjusted weighted average shares outstanding - diluted 18.0 17.9 18.4

Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA*:

2026 2025

(dollars in millions) Q2 Q1 Q2

GAAP Net Income (Loss) $ 13.6 $ 4.5 $ (73.6)

Intangible Amortization 2.6 2.7 2.7

Restructuring, Severance, Impairment & Other Related Costs 0.7 5.9 76.1

Interest Income, net (0.3) (0.3) (0.4)

Income Tax Expense 7.8 6.8 4.3

Depreciation 10.6 10.7 10.5

Equity Compensation 2.6 1.7 4.3

Total Adjustments $ 24.0 $ 27.5 $ 97.5

Adjusted EBITDA $ 37.6 $ 32.0 $ 23.9

*Values in table may not add due to rounding.

Calculation of Adjusted EBITDA margin*:

2026 2025

(dollars in millions) Q2 Q1 Q2

Adjusted EBITDA $ 37.6 $ 32.0 $ 23.9

Divided by Total Net Sales 216.8 200.5 202.8

Adjusted EBITDA Margin 17.3 % 16.0 % 11.8 %

Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow:

2026 2025

(dollars in millions) Q2 Q1 Q2

Net Cash Provided By Operating Activities $ 24.4 $ 5.8 $ 13.7

Non-Acquisition Capital Expenditures (6.1) (4.7) (8.1)

Free Cash Flow $ 18.3 $ 1.1 $ 5.6

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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