What changed in this filing

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Item 1. Financial Statements

2025-08-01 compared with 2025-04-30 · 229 added, 106 removed, 573 unchanged (37% of the section changed)

3 unchanged sentences

(Dollars and shares in millions, except per share amounts)

Three Months Ended

March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net sales $ 202.8 $ 214.2 $ 393.3 $ 427.6

21 unchanged sentences

(Dollars in millions)

Three Months Ended

March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net income (loss) $ ( 73.6 ) $ 8.1 $ ( 75.0 ) $ 15.9

8 unchanged sentences

(Dollars and shares in millions, except par value )

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets

42 unchanged sentences

(Dollars and shares in millions)

Three Months Ended

March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Capital Stock

1 unchanged sentence

Shares issued for vested restricted stock units, net of shares withheld for taxes — — — 0.1

Shares issued for employee stock purchase plan — — — —

Shares repurchased ( 0.4 ) ( 0.1 ) ( 0.4 ) ( 0.1 )

3 unchanged sentences

Shares issued for vested restricted stock units, net of shares withheld for taxes ( 0.2 ) ( 0.1 ) ( 1.4 ) ( 1.3 )

Shares issued for employee stock purchase plan 0.7 0.9 0.7 0.9

Equity compensation expense 4.3 5.3 7.9 8.8

Shares repurchased ( 27.7 ) ( 7.5 ) ( 27.7 ) ( 7.8 )

Excise tax on repurchased shares ( 0.4 ) — ( 0.4 ) —

Balance, end of period 126.4 152.4 126.4 152.4

12 unchanged sentences

(Dollars in millions)

Three Months Ended

March 31, 2025 March 31, 2024

Six Months Ended

June 30, 2025 June 30, 2024

Operating Activities:

6 unchanged sentences

Dividends received from unconsolidated joint ventures — 1.2

Impairment charges 71.8 —

Other non-cash charges, net 0.4 0.1

13 unchanged sentences

Proceeds from the sale of property, plant and equipment, net 13.4 —

Net cash provided by (used in) investing activities 3.9 ( 9.4 )

Net cash used in investing activities ( 3.4 ) ( 23.5 )

Financing Activities:

1 unchanged sentence

Payments of taxes related to net share settlement of equity awards ( 1.4 ) ( 1.2 )

Proceeds from issuance of shares to employee stock purchase plan 0.7 0.9

Share repurchases ( 28.1 ) ( 7.9 )

1 unchanged sentence

Effect of exchange rate fluctuations on cash 5.0 ( 0.9 )

Net increase (decrease) in cash and cash equivalents 15.8 ( 14.8 )

Net decrease in cash and cash equivalents ( 2.6 ) ( 11.8 )

Cash and cash equivalents at beginning of period 159.8 131.7

25 unchanged sentences

Other comprehensive income (loss) 51.2 0.2 51.4

Balance as of March 31, 2025 $ ( 69.1 ) $ ( 8.5 ) $ ( 77.6 )

Balance as of June 30, 2025 $ ( 35.5 ) $ ( 8.4 ) $ ( 43.9 )

Balance as of December 31, 2023 $ ( 56.8 ) $ ( 9.6 ) $ ( 66.4 )

2 unchanged sentences

Other comprehensive income (loss) ( 14.9 ) 0.2 ( 14.7 )

Balance as of March 31, 2024 $ ( 66.0 ) $ ( 9.5 ) $ ( 75.5 )

(1) Net of taxes of $ 1.5 million for both March 31, 2025 and December 31, 2024, respectively.

Net of taxes of $ 1.8 million for both March 31, 2024 and December 31, 2023, respectively.

Balance as of June 30, 2024 $ ( 71.7 ) $ ( 9.4 ) $ ( 81.1 )

(1) Net of taxes of $ 1.4 million and $ 1.5 million as of June 30, 2025 and December 31, 2024, respectively.

Net of taxes of $ 1.7 million and $ 1.8 million as of June 30, 2024 and December 31, 2023, respectively.

Note 3 – Derivatives and Hedging

5 unchanged sentences

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 March 31, 2025, we did not have any derivative contracts that qualified for hedge accounting treatment.

As of June 30, 2025, we did not have any derivative contracts that qualified for hedge accounting treatment.

Foreign Currency

During the three months ended March 31, 2025, we entered into U.S.

During the three and six months ended June 30, 2025, we entered into U.S.

dollar, euro, Korean won, Hungarian forint, and Japanese yen forward contracts.

1 unchanged sentence

These contracts do not qualify for hedge accounting treatment.

As a result, any fair value adjustments required on these contracts are recorded in “Other income (expense), net” in our condensed consolidated statements of operations in the period in which the adjustment occurred.

As of March 31, 2025, the notional values of the remaining foreign currency forward contracts were as follows:

As a result, any fair value adjustments required on these contracts are recorded in “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, 2025, the notional values of the remaining foreign currency forward contracts were as follows:

(Amounts in millions)

5 unchanged sentences

JPY/EUR ¥ 525.0 / € 3.1

As of March 31, 2025, we had 12 outstanding contracts to hedge exposure related to the purchase of copper in our AES operating segment.

As of June 30, 2025, we had 12 outstanding contracts to hedge exposure related to the commodity price of copper in our AES operating segment.

These contracts are held with financial institutions and are intended to offset rising copper prices and do not qualify for hedge accounting treatment.

As of March 31, 2025, the volume of our copper contracts outstanding was as follows:

As of June 30, 2025, the volume of our copper contracts outstanding was as follows:

(Amounts in ones)

Contract Period Amount

April 2025 - June 2025 69 metric tons per month

July 2025 - September 2025 69 metric tons per month

1 unchanged sentence

January 2026 - March 2026 69 metric tons per month

April 2026 - June 2026 69 metric tons per month

Note 4 - Balance Sheet Items

1 unchanged sentence

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

(Dollars in millions) March 31, 2025 December 31, 2024

(Dollars in millions) June 30, 2025 December 31, 2024

Accounts receivable - trade $ 131.7 $ 125.1

6 unchanged sentences

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 March 31, 2025 or December 31, 2024.

No impairment losses were recognized in each of the three-month periods ending March 31, 2025 or March 31, 2024 on any contract assets arising from our contracts with customers.

Our contract assets by operating segment as of March 31, 2025 and December 31, 2024 were as follows:

(Dollars in millions) March 31, 2025 December 31, 2024

We did not have any contract liabilities as of June 30, 2025 or December 31, 2024.

No impairment losses were recognized in each of the three- and six-month periods ended June 30, 2025 or June 30, 2024 on any contract assets arising from our contracts with customers.

Our contract assets by operating segment as of June 30, 2025 and December 31, 2024 were as follows:

(Dollars in millions) June 30, 2025 December 31, 2024

Advanced Electronics Solutions $ 20.9 $ 18.9

3 unchanged sentences

The “Inventories, net” line item in the condensed consolidated statements of financial position consisted of the following:

(Dollars in millions) March 31, 2025 December 31, 2024

(Dollars in millions) June 30, 2025 December 31, 2024

Raw materials $ 74.7 $ 62.7

4 unchanged sentences

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

(Dollars in millions) March 31, 2025 December 31, 2024

(Dollars in millions) June 30, 2025 December 31, 2024

Accounts payable - trade $ 50.3 $ 45.6

4 unchanged sentences

We have finance leases primarily related to manufacturing equipment.

Noncash activities involving finance lease right-of-use assets obtained in exchange for lease liabilities was $ 8.1 million and $ 0.1 million as of March 31, 2025 and 2024, respectively.

Noncash activities involving finance lease right-of-use assets obtained in exchange for lease liabilities were nil for the three months ended June 30, 2025 and 2024.

Noncash activities involving finance lease right-of-use assets obtained in exchange for lease liabilities was $ 8.1 million and $ 0.1 million for the six months ended June 30, 2025 and 2024, respectively.

Our expenses and payments for finance leases were as follows:

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Amortization expense of finance lease right-of-use assets $ 0.5 $ 0.1 $ 0.8 $ 0.2

3 unchanged sentences

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 was $ 0.2 million and $ 0.1 million as of March 31, 2025 and 2024, respectively.

Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities was $ 0.2 million and $ 0.2 million for the three months ended June 30, 2025 and 2024, respectively.

Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities was $ 0.4 million and $ 0.3 million for the six months ended June 30, 2025 and 2024, respectively.

Our expenses and payments for operating leases were as follows:

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Operating leases expense $ 1.4 $ 1.3 $ 2.9 $ 2.6

3 unchanged sentences

The assets and liabilities balances related to finance and operating leases reflected in the condensed consolidated statements of financial position were as follows:

(Dollars in millions) Financial Statement Line Item March 31, 2025 December 31, 2024

(Dollars in millions) Financial Statement Line Item June 30, 2025 December 31, 2024

Finance lease right-of-use assets Property, plant and equipment, net $ 9.3 $ 1.1

7 unchanged sentences

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 March 31, 2025:

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, 2025:

Finance Operating

12 unchanged sentences

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:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Weighted Average Remaining Lease Term

8 unchanged sentences

December 31, 2024 $ 113.6 $ 241.8 $ 2.2 $ 357.6

Impairment ( 67.3 ) — — ( 67.3 )

Foreign currency translation adjustment 5.4 10.2 — 15.6

March 31, 2025 $ 116.2 $ 245.0 $ 2.2 $ 363.4

June 30, 2025 $ 51.7 $ 252.0 $ 2.2 $ 305.9

Other Intangible Assets

The carrying amount of other intangible assets were as follows:

March 31, 2025 December 31, 2024

(Dollars in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

June 30, 2025 December 31, 2024

(Dollars in millions) Gross Carrying Amount Accumulated Impairment Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Customer relationships $ 182.0 $ — $ 102.2 $ 79.8 $ 175.9 $ 96.1 $ 79.8

6 unchanged sentences

The amortization expense related to other intangible assets was as follows:

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Amortization expense $ 2.7 $ 3.1 $ 5.4 $ 6.2

1 unchanged sentence

These amounts could vary based on changes in foreign currency exchange rates.

The weighted average amortization period as of March 31, 2025, by definite-lived other intangible asset class, is presented in the table below:

The weighted average amortization period as of June 30, 2025, by definite-lived other intangible asset class, is presented in the table below:

Weighted Average Remaining Amortization Period

3 unchanged sentences

Total definite-lived other intangible assets 6.6 years

Goodwill & Other Intangible Assets Impairments

Goodwill and indefinite-lived other intangible assets are evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired, by first performing a qualitative assessment to determine whether a quantitative impairment assessment is necessary.

In the second quarter of 2025, we concluded that a quantitative impairment assessment was required as the fair value of our curamik ® reporting unit, which is under our AES operating segment, may be more likely than not less than its carrying value based on multiple triggering events, including changing market competition and supply dynamics that resulted in reduced demand forecasts for short and mid-term net sales and gross margin.

Based on our interim impairment assessment, we concluded our curamik ® reporting unit’s carrying value exceeded its estimated fair value.

As a result, we recorded non-cash impairment charges to our curamik ® reporting unit’s goodwill and indefinite-lived other intangible asset of $ 67.3 million and $ 4.5 million, respectively, which represents full impairments of each.

The decline in the estimated fair value of our curamik ® reporting unit during the second quarter of 2025, and the resulting impairment charges, was primarily driven by revised short-term and mid-term forecasts for net sales and gross margin expectations of our curamik ® reporting unit.

The impairment charges were recorded in the “Restructuring and impairment charges” line item in the condensed consolidated statements of operations.

The application of the quantitative assessment requires significant judgment, including the assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit for which a quantitative assessment is performed.

The quantitative goodwill and indefinite-lived other intangible asset impairment assessment performed over the curamik ® reporting unit consisted of a fair value calculation which combined an income approach and a market approach, weighted at 50 % each, which was then compared with the reporting unit’s carrying value.

The income approach uses the discounted cash flow method, which is based on the present value of future cash flows through a multi-year discounted cash flow analysis.

The market approach uses the guideline public company method, which is based on market data using comparable publicly traded company multiples of EBITDA for a group of benchmark companies.

Determination of fair value is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, gross margin and operating margin, discount rates, terminal growth rates, future market conditions, and market multiples, among others.

We assessed the assumptions used in the quantitative impairment assessment to be reasonable and consistent with assumptions that would have been used by other market participants.

No triggering events were identified for our other reporting units in the second quarter of 2025, and therefore, interim impairment assessments were considered unnecessary.

Long-lived assets, including definite-lived other intangible assets, property, plant and equipment and lease right-of-use assets, are evaluated for recoverability whenever events or circumstances indicate the carrying value may not be recoverable.

The recoverability test is performed at the asset group level, which we have assessed to be our reporting units.

As a result of triggering events identified in our curamik ® reporting unit during the second quarter of 2025, discussed above, we tested long-lived assets for recoverability by comparing the estimated future undiscounted cash flows of the asset group to its carrying value.

Determination of estimated future undiscounted cash flows is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, gross margin and operating margin and future market conditions, among others.

We assessed the assumptions used in the recoverability test to be reasonable and consistent with assumptions that would have been used by other market participants.

Based on our long-lived assets recoverability test, our curamik ® reporting unit, had estimated future undiscounted cash flows that exceeded its carrying value.

As a result, no impairment charges to our curamik ® reporting unit’s long-lived assets were recognized in the second quarter of 2025.

Note 7 – Postretirement Benefit Plans

As of March 31, 2025, we had one qualified noncontributory defined benefit pension plan, the Union Plan, which was frozen and ceased accruing benefits in 2013.

As of June 30, 2025, 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 31 st for each respective plan year.

3 unchanged sentences

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 March 31, 2025 and December 31, 2024, our deferred compensation plan primarily consisted of marketable securities, which includes mutual funds and fixed income funds.

As of June 30, 2025 and December 31, 2024, our deferred compensation plan primarily consisted of marketable securities, which includes mutual funds and fixed income funds.

Marketable securities are recorded at fair value.

1 unchanged sentence

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 March 31, 2025

Fair Value of Deferred Compensation Plan as of June 30, 2025

(Dollars in millions) Adjusted Cost Unrealized Gains Unrealized Losses Fair Value

22 unchanged sentences

Loans bearing an interest rate determined by reference to the Adjusted Term SOFR Rate, the Adjusted Euro Interbank Offered Rate, or the Adjusted Tokyo Interbank Offered Rate (each as defined in the Fifth Amended Credit Agreement) will bear interest based on the screen rate plus a spread of 162.5 to 200.0 basis points, depending on our leverage ratio.

Based on our leverage ratio as of March 31, 2025, the spread was 162.5 basis points.

Based on our leverage ratio as of June 30, 2025, the spread was 162.5 basis points.

In addition to interest payable on the principal amount of indebtedness outstanding, we incur an annual fee of 25 to 35 basis points (based upon our leverage ratio), paid quarterly, of the unused amount of the lenders’ commitments under the Fifth Amended Credit Agreement.

The Fifth Amended Credit Agree ment contains customary representations and warranties, covenants, mandatory prepayments and events of default under which the Company’s payment obligations may be accelerated.

The Fifth Amended Credit Agreement contains customary representations and warranties, covenants, mandatory prepayments and events of default under which the Company’s payment obligations may be accelerated.

The financial covenants include a requirement to maintain (1) a total net leverage ratio of no more than 3.25 to 1.00, subject to a one-time election to increase the maximum total net leverage ratio to 3.75 to 1.00 for one fiscal year in connection with a permitted acquisition, and (2) an interest coverage ratio of no less than 3.00 to 1.00.

2 unchanged sentences

If our total net leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $ 20.0 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments.

Our total net leverage ratio did not exceed 2.75 to 1.00 and our interest coverage ratio was greater than or equal to 3.00 to 1.00 as of March 31, 2025.

Our total net leverage ratio did not exceed 2.75 to 1.00 and our interest coverage ratio was greater than or equal to 3.00 to 1.00 as of June 30, 2025.

Our discretionary principal payments on our revolving credit facility in 2025 and 2024 were as follows:

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Discretionary principal payments $ — $ — $ — $ 30.0

We had no outstanding borrowings under our revolving credit facility as of March 31, 2025 or December 31, 2024.

We had $ 1.5 million and $ 1.6 million of outstanding line of credit issuance costs as of March 31, 2025 and December 31, 2024, respectively, which will be amortized over the life of the Fifth Amended Credit Agreement.

We had no outstanding borrowings under our revolving credit facility as of June 30, 2025 or December 31, 2024.

We had $ 1.3 million and $ 1.6 million of outstanding line of credit issuance costs as of June 30, 2025 and December 31, 2024, respectively, which will be amortized over the life of the Fifth Amended Credit Agreement.

Note 9 – Commitments and Contingencies

9 unchanged sentences

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 three months ended March 31, 2025:

The following table summarizes the change in number of asbestos claims outstanding for the six months ended June 30, 2025:

Asbestos Claims

3 unchanged sentences

Pending claims settled ( 6 )

Claims outstanding as of March 31, 2025

Claims outstanding as of June 30, 2025

The total indemnity settlements for asbestos claims in 2025 were as follows:

(Dollars in millions) March 31, 2025

(Dollars in millions) June 30, 2025

Settlements $ 0.4

9 unchanged sentences

As of the filing date for this report, the agreement has not been terminated, and no carrier had 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.

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.

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 receivables were as follows:

(Dollars in millions) March 31, 2025 December 31, 2024

Our projected asbestos-related liabilities and insurance recoverables were as follows:

(Dollars in millions) June 30, 2025 December 31, 2024

Asbestos-related liabilities $ 57.3 $ 57.5

Asbestos-related insurance receivables $ 52.3 $ 52.3

Asbestos-related insurance recoverables $ 52.3 $ 52.3

Environmental Voluntary Corrective Action Program

3 unchanged sentences

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 March 31, 2025, substantially all of which was incurred and accrued for prior to 2023, and the accrual for future remediation efforts is $ 0.7 million.

We have incurred $ 2.0 million of aggregate remediation costs through June 30, 2025, 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

7 unchanged sentences

The following table sets forth the computation of basic and diluted earnings (loss) per share:

(Dollars and shares in millions, except per share amounts) Three Months Ended

March 31, 2025 March 31, 2024

(Dollars and shares in millions, except per share amounts) Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net income (loss) $ ( 73.6 ) $ 8.1 $ ( 75.0 ) $ 15.9

4 unchanged sentences

Diluted earnings (loss) per share $ ( 4.00 ) $ 0.44 $ ( 4.08 ) $ 0.85

For the three months ended March 31, 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 months ended March 31, 2025, 0.2 million anti-dilutive shares were excluded from the calculation of diluted loss per share.

For the three months ended March 31, 2024, 0.1 million were excluded from the calculation of diluted earnings per share.

For the three and six months ended June 30, 2025, the assumed vesting of restricted stock units had an antidilutive effect on diluted loss per share and were excluded from the calculation of diluted loss per share.

For the three and six months ended June 30, 2025, 0.3 million anti-dilutive shares were excluded from the calculation of diluted loss per share.

For the three and six months ended June 30, 2024, 0.1 million shares of restricted stock were excluded from the calculation of diluted earnings per share.

Note 11 – Capital Stock and Equity Compensation

Share Repurchases

In 2015, we initiated a share repurchase program (the Program) of up to $ 100.0 million of the Company’s capital stock to mitigate the dilutive effects of stock option exercises and vesting of restricted stock units granted by the Company, in addition to enhancing shareholder value.

In 2024, the Board of Directors authorized an additional $ 100.0 million to be used for share repurchases.

The Program has no expiration date and may be suspended or discontinued at any time without notice.

For the three and six months ended June 30, 2025, we purchased 425,990 shares for a total value of $ 28.1 million using cash from operations and cash on hand.

As of June 30, 2025, $ 76.1 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.

(Dollars in millions, except shares and per share amounts)

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs

April 1, 2025 to April 30, 2025 — $ — — $ 104.2

May 1, 2025 to May 31, 2025 406,560 $ 63.09 406,560 $ 77.4

June 1, 2025 to June 30, 2025 19,430 $ 66.01 19,430 $ 76.1

Equity Compensation

1 unchanged sentence

The components of equity compensation expense were as follows:

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Performance-based restricted stock units expense $ 2.1 $ 2.0 $ 3.9 $ 3.3

1 unchanged sentence

Deferred stock units expense 0.1 1.3 0.2 1.3

Other 0.3 ( 0.1 ) 0.3 0.2

Total equity compensation expense $ 4.3 $ 5.3 $ 7.9 $ 8.8

Performance-Based Restricted Stock Units

As of March 31, 2025, we had outstanding performance-based restricted stock units with a market condition from 2025, 2024 and 2023.

As of June 30, 2025, we had outstanding performance-based restricted stock units with a market condition from 2025, 2024 and 2023.

These awards generally cliff vest at the end of a three-year measurement period.

17 unchanged sentences

therefore, a dividend yield of 0 % was used in the Monte Carlo simulation valuation model.

As of March 31, 2025, we had outstanding performance-based restricted stock units with a performance condition from 2024.

As of June 30, 2025, we had outstanding performance-based restricted stock units with a performance condition from 2024.

These awards generally cliff vest at the end of a two-year performance period.

4 unchanged sentences

The fair value of these awards was determined based on the market value of the underlying stock price at the grant date with cumulative compensation expense recognized to-date being increased or decreased based on the changes in the forecasted payout percentage as of the end of each reporting period.

As of March 31, 2025, the performance condition is not probable of vesting.

As of June 30, 2025, the performance condition is not probable of vesting.

As such, no compensation expense has been recognized for the performance-based restricted stock units.

We account for forfeitures as they occur.

A summary of activity of the outstanding performance-based restricted stock units for the three months ended March 31, 2025 is presented below:

A summary of activity of the outstanding performance-based restricted stock units for the six months ended June 30, 2025 is presented below:

Performance-Based

4 unchanged sentences

Awards forfeited/cancelled ( 5,069 )

Awards outstanding as of March 31, 2025 190,722

Awards outstanding as of June 30, 2025 187,871

Time-Based Restricted Stock Units

As of March 31, 2025, we had time-based restricted stock unit awards from 2025, 2024, 2023 and 2022 outstanding.

As of June 30, 2025, we had time-based restricted stock unit awards from 2025, 2024, 2023 and 2022 outstanding.

The outstanding awards all ratably vest on the first, second and third anniversaries of the original grant date.

4 unchanged sentences

We account for forfeitures as they occur.

A summary of activity of the outstanding time-based restricted stock units for the three months ended March 31, 2025 is presented below:

A summary of activity of the outstanding time-based restricted stock units for the six months ended June 30, 2025 is presented below:

Restricted Stock Units

3 unchanged sentences

Awards forfeited/cancelled ( 5,244 )

Awards outstanding as of March 31, 2025 157,527

Awards outstanding as of June 30, 2025 146,592

Deferred Stock Units

We grant deferred stock units to non-management directors.

These awards are fully vested on the date of grant and the related shares are generally issued on the 13 -month anniversary of the grant date unless the individual elects to defer the receipt of those shares.

These awards will generally vest at the one year anniversary of the award, subject to continuous service.

Each deferred stock unit results in the issuance of one share of Rogers’ capital stock.

1 unchanged sentence

The fair value of the award is determined by the market value of the underlying stock price at the grant date.

A summary of activity of the outstanding deferred stock units for the three months ended March 31, 2025 is presented below:

A summary of activity of the outstanding deferred stock units for the six months ended June 30, 2025 is presented below:

Deferred Stock Units

2 unchanged sentences

Stock issued ( 10,950 )

Awards outstanding as of March 31, 2025 11,986

Awards outstanding as of June 30, 2025 23,566

Note 12 – Operating Segment Information

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(Dollars in millions) Advanced Electronics Solutions Elastomeric Material Solutions Other Total

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Net sales - recognized over time $ 34.9 $ 2.4 $ 3.9 $ 41.2

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Depreciation expense $ 4.4 $ 2.8 $ 0.2 $ 7.4

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Net sales - recognized over time $ 46.0 $ 1.5 $ 3.9 $ 51.4

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Depreciation expense $ 4.4 $ 2.0 $ 0.2 $ 6.6

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 time 139.4 167.5 0.7 307.6

Total net sales $ 213.2 $ 172.0 $ 8.1 $ 393.3

Cost of sales $ 153.2 $ 113.8 $ 5.3 $ 272.3

Gross margin $ 60.0 $ 58.2 $ 2.8 $ 121.0

Inventories, net $ 85.5 $ 64.1 $ 1.6 $ 151.2

Depreciation expense $ 8.6 $ 5.6 $ 0.4 $ 14.6

Six Months Ended June 30, 2024

Net sales - recognized over time $ 92.4 $ 3.3 $ 9.3 $ 105.0

Net sales - recognized at a point in time 145.2 177.1 0.3 322.6

Total net sales $ 237.6 $ 180.4 $ 9.6 $ 427.6

Cost of sales $ 166.9 $ 113.4 $ 6.0 $ 286.3

Gross margin $ 70.7 $ 67.0 $ 3.6 $ 141.3

Inventories, net $ 85.2 $ 64.0 $ 1.6 $ 150.8

Depreciation expense $ 8.8 $ 4.1 $ 0.4 $ 13.3

Operating Segment Net Sales by Geographic Area

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Region/Country Advanced Electronics Solutions Elastomeric Material Solutions Other Total

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

United States $ 22.9 $ 33.9 $ 0.8 $ 57.6

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Total net sales $ 109.0 $ 89.4 $ 4.4 $ 202.8

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

United States $ 17.8 $ 37.4 $ 1.0 $ 56.2

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The table above lists individual countries with 10% or more of net sales for the periods indicated.

(Dollars in millions) Net Sales (1)

Region/Country Advanced Electronics Solutions Elastomeric Material Solutions Other Total

Six Months Ended June 30, 2025

United States $ 45.0 $ 67.6 $ 1.7 $ 114.3

Other Americas 1.2 5.7 — 6.9

Total Americas 46.2 73.3 1.7 121.2

China 67.5 45.8 2.3 115.6

Other APAC 26.2 15.7 1.2 43.1

Total APAC 93.7 61.5 3.5 158.7

Germany 25.0 11.5 0.4 36.9

Other EMEA 48.3 25.7 2.5 76.5

Total EMEA 73.3 37.2 2.9 113.4

Total net sales $ 213.2 $ 172.0 $ 8.1 $ 393.3

Six Months Ended June 30, 2024

United States $ 38.2 $ 70.5 $ 2.0 $ 110.7

Other Americas 3.3 7.4 0.3 11.0

Total Americas 41.5 77.9 2.3 121.7

China 73.3 45.8 2.6 121.7

Other APAC 50.6 14.7 1.6 66.9

Total APAC 123.9 60.5 4.2 188.6

Germany 38.6 14.8 0.3 53.7

Other EMEA 33.6 27.2 2.8 63.6

Total EMEA 72.2 42.0 3.1 117.3

Total net sales $ 237.6 $ 180.4 $ 9.6 $ 427.6

(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

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The components of the “Restructuring and impairment charges” line item in the condensed consolidated statements of operations, were as follows:

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Restructuring charges

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Facility consolidations — 0.1 0.1 0.2

R&D facility exit — 0.9 — 0.9

Total restructuring charges 4.3 1.4 10.2 1.5

Impairment charges

Goodwill impairment 67.3 — 67.3 —

Other intangible assets impairment 4.5 — 4.5 —

Total impairment charges 71.8 — 71.8 —

Total restructuring and impairment charges $ 76.1 $ 1.4 $ 82.0 $ 1.5

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Most of the non-cash expenditures will be in the form of accelerated depreciation.

We incurred $ 4.0 million of restructuring charges related to this plan for the three months ended March 31, 2025, of which $ 3.2 million were cash-based expenditures in the form of severance and other termination benefits and $ 0.7 million were non-cash expenditures in the form of accelerated depreciation.

Severance and related benefits activity related to the manufacturing footprint consolidation plan is presented in the table below for the three months ended March 31, 2025:

We incurred $ 3.6 million of restructuring charges related to this plan for the three months ended June 30, 2025, of which $ 2.9 million were cash-based expenditures in the form of severance and other termination benefits and $ 0.7 million were non-cash expenditures in the form of accelerated depreciation.

We incurred $ 7.6 million of restructuring charges related to this plan for the six months ended June 30, 2025, of which $ 6.1 million relates to severance and other termination benefits and $ 1.4 million in the form of accelerated depreciation.

We incurred $ 0.4 million in restructuring charges related to this plan in the three and six months ended June 30, 2024, all of which were in the form of accelerated depreciation.

Severance and related benefits activity related to the manufacturing footprint consolidation plan is presented in the table below for the six months ended June 30, 2025:

(Dollars in thousands) Manufacturing Footprint Consolidation Restructuring Severance and Related Benefits

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Foreign currency translation adjustment 1.5

Balance as of March 31, 2025 $ 11.0

Balance as of June 30, 2025 $ 12.9

Restructuring Charges - Global Workforce Reduction

In March 2025, we announced a plan to reduce our global workforce that was substantially completed in the first quarter of 2025.

We incurred $ 1.8 million in pre-tax restructuring charges related to this plan in the three months ended March 31, 2025, all of which were cash-based expenditures in the form of employee severance and other termination benefits.

In March 2025, we announced a plan to reduce our global workforce that was substantially completed in the first half of 2025.

We incurred $ 0.7 million and $ 2.5 million in pre-tax restructuring charges related to this plan for the three and six months ended June 30, 2025, respectively, all of which were cash-based expenditures in the form of employee severance and other termination benefits.

Restructuring Charges - R&D Facility Exit

In June 2024, we announced the closure of our Burlington, Massachusetts Innovation Center which was completed by the end of 2024.

We incurred $ 0.9 million in pre-tax restructuring charges for both the three and six months ended June 30, 2024, of which, $ 0.2 million were cash-based expenditures in the form of severance and other termination benefits and $ 0.7 million were non-cash expenditures in the form of accelerated depreciation.

Restructuring Charges - Facility Consolidations

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The sale was completed on March 11, 2025 for a sale price of $ 13.4 million, net of selling costs.

Goodwill Impairment Charge

In the second quarter of 2025, we determined the $ 67.3 million of goodwill attributable to our curamik ® reporting unit was impaired.

For additional information, refer to “Note 6 – Goodwill and Other Intangible Assets.”

Indefinite-Lived Other Intangible Asset Impairment Charge

In the second quarter of 2025, we determined the $ 4.5 million indefinite-lived other intangible asset attributable to our curamik ® reporting unit was impaired.

For additional information, refer to “Note 6 – Goodwill and Other Intangible Assets.”

Allocation of Restructuring and Impairment Charges to Operating Segments

The following table summarizes the allocation of restructuring and impairment charges to our operating segments:

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Advanced Electronics Solutions

Allocated restructuring charges $ 3.8 $ 1.0 $ 8.5 $ 1.1

Allocated impairment charges 71.8 — 71.8

Elastomeric Material Solutions

Allocated restructuring charges 0.5 0.4 1.7 0.4

Allocated impairment charges — — — —

Total restructuring and impairment charges $ 76.1 $ 1.4 $ 82.0 $ 1.5

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

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Foreign currency translation impacts $ ( 1.9 ) $ 0.3 $ ( 3.2 ) $ 0.8

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

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Interest on revolving credit facility $ — $ — $ — $ ( 0.5 )

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statutory federal income tax rate.

Our effective tax rate was 12.5 % in the first quarter of 2025.

During the first quarter of 2025, we incurred a loss before income taxes of $ 1.6 million, which, when taxed at the 21% U.S.

statutory federal income tax rate, resulted in an immaterial income tax benefit, partially offset by insignificant tax adjustments that caused the effective tax rate to differ from the statutory rate.

During the first quarter of 2024, our effective tax rate was 32.8 %.

During the first quarter of 2024, our effective tax rate was unfavorably impacted primarily by the write-off of deferred tax assets related to stock compensation.

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.

During the second quarter of 2024, our effective tax rate was 31.9 %.

During the second quarter of 2024, our effective tax rate was unfavorably impacted primarily by the mix of income in higher tax jurisdictions.

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.

For the first six months of 2024, the Company’s effective tax rate on its income before income taxes was 32.3 %.

The effective rate for the first six months of 2024 was unfavorably impacted by primarily (i) the write-off of deferred tax assets related to stock compensation and, (ii) the mix of income in higher tax rate jurisdictions.

The OECD Pillar 2 guidelines published to date include transition and safe harbor rules around the implementation of the Pillar 2 global minimum tax of 15%.

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Adoption of the standard will be applied on a prospective basis and retrospective application to all periods presented is permitted.

We will adopt ASU 2023-09 in our Annual

Report on Form 10-K for the year ending December 31, 2025, using a prospective transition method.

We will adopt ASU 2023-09 in our Annual Report on Form 10-K for the year ending December 31, 2025, using a prospective transition method.

We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements and accompanying notes.

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We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements and accompanying notes.

Note 17 - Subsequent Events

On July 4, 2025, H.R.

1, otherwise known as the “One Big Beautiful Bill Act”, was signed into law.

We are currently evaluating the key provisions of this law and currently do not expect it to have a material impact on the Company or its financial statements.

On July 12, 2025, R.

Colin Gouveia, President and Chief Executive Officer, left the Company and resigned from the Board of Directors.

On July 14, 2025, Lawrence E.

Schmid, Senior Vice President of Global Operations, and certain other executives left the Company.

We expect to incur severance and other termination benefits charges of $ 4.9 million to $ 5.2 million related to these organizational changes.

On July 12, 2025, the Board appointed Ali El-Haj as Interim President and Chief Executive Officer, to lead the Company on an interim basis while the Board conducts a search for a new President and Chief Executive Officer.

On July 30, 2025 we determined to implement initiatives to reduce costs in the curamik ® reporting unit in our AES operating segment.

This determination was made in response to market conditions and once fully implemented, these actions are expected to reduce manufacturing costs and operating expenses.

As a result of these intended actions, we expect to record expenses in the range of $ 12.0 million to $ 20.0 million, which are expected to comprise of employee severance costs, property, plant and equipment relocation and reinstallation costs, consulting fees and other miscellaneous cash costs.

We expect the bulk of the cash outflows will occur in 2026, with some cash outflows occurring in second half of 2025.

These proposed initiatives are subject to a consultation process with the applicable works council representatives for our Eschenbach, Germany facility, which we initiated on July 31, 2025.

Future disclosures related to these cost reduction initiatives will be disclosed in the Restructuring and Impairment Charges section of “Note 13 – Supplemental Financial Information.”

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements