What changed in this filing

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Item 1. Business

2026-02-19 compared with 2025-02-26 · 31 added, 50 removed, 125 unchanged (39% of the section changed)

8 unchanged sentences

Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation:

• failure to capitalize on, volatility within, or other adverse changes with respect to our growth drivers, due to factors such as intense global competition affecting both our existing products and products currently under development or delays in adoption or implementation of new technologies;

• failure to successfully execute on our long-term growth strategy;

• 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, South Korea, Germany, Belgium, England and Hungary, where we maintain significant manufacturing, sales or administrative operations;

• the trade policy dynamics between the U.S.

and China reflected in trade agreement negotiations, the imposition of tariffs and other trade restrictions, as well as the potential for U.S.-China supply chain decoupling;

and abroad, particularly in China, Germany, England, Belgium, South Korea and Hungary where we maintain significant manufacturing, sales or administrative operations;

• the global trade policy dynamics between nations reflected in trade agreement negotiations, the imposition of tariffs and other trade restrictions, as well as the potential for global supply chain decoupling;

• fluctuations in foreign currency exchange rates;

• our ability to develop innovative products and the extent to which they are incorporated into end-user products and systems;

• the extent to which end-user products and systems incorporating our products achieve commercial success;

• 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;

21 unchanged sentences

Our AES operating segment designs, develops, manufactures and sells circuit materials, ceramic substrate materials, busbars and cooling solutions for applications in EV/HEV, automotive (e.g., ADAS), aerospace and defense (e.g., antenna systems, communication systems and phased array radar systems), renewable energy (e.g., wind and solar), wireless infrastructure (e.g., power amplifiers, antennas and small cells), mass transit, industrial (e.g., variable frequency drives), connected devices (e.g., mobile internet devices and thermal solutions) and wired infrastructure (e.g., computing and internet protocol infrastructure) markets.

We believe these materials have characteristics that offer performance and other functional advantages in many market applications, which serve to differentiate our products from other commonly available materials.

AES products are sold globally to converters, fabricators, distributors and OEMs.

Trade names for our AES products include:

We believe these materials have characteristics that offer performance and other functional advantages in many applications, which serve to differentiate our products from other commonly available materials.

AES products are sold globally to fabricators, distributors and OEMs.

Critical trade names for our AES products include:

curamik ® , ROLINX ® , RO4000 ® Series, RO3000 ® Series, RT/duroid ® , CLTE Series ® , TMM ® , AD Series ® , DiClad ® Series, CuClad ® Series, Kappa ® , COOLSPAN ® , TC Series ® , IsoClad ® Series, MAGTREX ® , IM Series™, 2929 Bondply, SpeedWave ® Prepreg, RO4400™/RO4400T™ Series and Radix™.

5 unchanged sentences

Budapest, Hungary;

Evergem, Belgium;

and Apodoca, Mexico.

and administrative facilities in Evergem, Belgium.

Elastomeric Material Solutions

4 unchanged sentences

We believe these materials have characteristics that offer functional advantages in many market applications, which serve to differentiate our products from other commonly available materials.

EMS products are sold globally to converters, fabricators, distributors and OEMs.

EMS products are sold globally to converters, distributors and OEMs.

Trade names for our EMS products include:

7 unchanged sentences

Blackburn, England;

Evergem, Belgium;

Siheung, South Korea;

and Ansan, South Korea.

Ansan, South Korea;

and Evergem, Belgium.

Our Other operating segment consists of elastomer components for applications in the general industrial market, as well as elastomer floats for level sensing in fuel tanks, motors, and storage tanks applications in the general industrial and automotive markets.

We sell our elastomer components under our ENDUR ® trade name and our floats under our NITROPHYL ® trade name.

Joint Venture Separation Agreement

On October 29, 2024, we entered into a JV Separation Agreement with INOAC with an effective date of November 5, 2024, in which INOAC acquired our shares of RIC, we acquired INOAC’s shares of RIS, and we sold the property, plant and equipment constituting RIS Production Line 1 to INOAC.

The combined transaction resulted in a net payment to us from INOAC of $4.9 million.

The definitive agreement terminated all other agreements previously entered into in connection with the RIC and RIS JV relationships.

In connection with the combined transactions, we recognized a gain of $7.7 million.

For additional information, refer to “Note 16 - Mergers and Acquisitions” to “Item 8.

Financial Statements and Supplementary Data.”

Sales and Competition

6 unchanged sentences

Accordingly, we provide similar technical support services to component suppliers.

We compete primarily with manufacturers of high-end materials, some of which are large, multi-national companies, principally on the basis of innovation, historical customer relationships, product quality, reliability, performance and price, technical and engineering service and support, breadth of product line, and manufacturing capabilities.

We also compete with manufacturers of commodity materials, including smaller regional producers with lower overhead costs and profit requirements located in Asia that attempt to upsell their products based principally upon price, particularly for products that have matured in their life cycle.

We believe that we have a competitive advantage because of our reputation for innovation, the performance, reliability and quality of our materials and components, and our commitment to technical support and customer service.

We compete primarily with manufacturers of high-end materials, some of which are large, multi-national companies, principally on the basis of innovation, historical customer relationships, product quality, reliability, performance and price, technical service and support, breadth of product line, and manufacturing capabilities.

We also face competition from manufacturers of commodity materials, including smaller regional producers, particularly in Asia, that generally compete on price, especially for products later in their life cycle.

We believe our competitive position is supported by our focus on differentiated, high‑performance materials and components, our history of innovation, and the value customers place on our technical expertise, product quality, reliability, and customer support.

Our sales recognized at a point in time are generally pursuant to short-term purchase orders.

These purchase orders are made without deposits and may be rescheduled, canceled or modified on relatively short notice, without substantial penalty.

Therefore, even though we may have a large backlog from time to time, we believe the purchase orders or backlog are not necessarily a reliable indicator of future sales.

Research and Development

We have a history of innovation, and innovation leadership is a key component of our overall business strategy.

The markets we serve are typically characterized by rapid technological changes and advances.

The markets we serve are typically characterized by ongoing technological changes and advances.

Accordingly, the success of our strategy is in part dependent on our ability to develop market-leading products, which is primarily driven by efforts in R&D.

6 unchanged sentences

Patents and Other Intellectual Property

We have many domestic and foreign patents, licenses and additional patent applications pending related to technology in each of our operating segments.

We have many domestic and foreign patents, licenses and pending patent applications related to technology in each of our operating segments.

These patents and licenses vary in duration and provide some protection from competition.

13 unchanged sentences

Human Capital Management

Our Company’s continuing success derives from our talented and dedicated employees globally, who are responsible for the innovation, operations and ethics foundational to our business and its future.

Our Company’s continuing success derives from our talented and dedicated employees globally, who are responsible for innovation, operations and the ethical foundation to our business and its future.

As of December 31, 2025, we employed approximately 3,000 people, of whom approximately 1,100 were employed in North America, 900 in the EMEA region and 1,000 in APAC region.

4 unchanged sentences

Health and Safety

Promoting the health and safety of our employees is one of our most important objectives.

Promoting the health and safety of our employees is a critical objective.

We strive to minimize lost workdays and recordable incidents.

5 unchanged sentences

Once we hire, we endeavor to provide our employees a safe and ethical work environment that includes fair compensation, opportunities for career development and employee engagement.

We are proud to invest in our employees’ futures through a variety of technical and other training opportunities internally, as well as education reimbursement programs globally.

We are proud to invest in our employees’ futures through a variety of internal training opportunities, as well as education reimbursement programs globally.

Information About Our Executive Officers

1 unchanged sentence

Name Age Present Position Year Appointed to Present Position Other Relevant Positions Held

Colin Gouveia 61 President and Chief Executive Officer, Director, Principal Executive Officer 2022 Senior Vice President and General Manager of EMS from June 2019 to December 2022;

Vice President and General Manager, Eastman Chemical Co., from December 2014 to June 2019.

Ali El-Haj 65 Interim President and Chief Executive Officer, Principal Executive Officer 2025 President and CEO of Techniplas Corporation from May 2020 to December 2024;

Chairman and CEO of MAG-USA from August 2017 to May 2020;

President and CEO of Cap-con Automotive Group from April 2007 to August 2017.

Laura Russell 50 Senior Vice President and Chief Financial Officer, Treasurer, Principal Financial Officer 2024 Vice President, Corporate Finance from September 2023 to September 2024;

1 unchanged sentence

Vice President, Finance - RP Business at NXP Semiconductor from December 2015 to July 2021.

CFO of HPRF Business at Freescale Semiconductor from July 2013 to December 2015.

Brian Larabee 58 Senior Vice President and General Manager of Elastomeric Material Solutions 2023 Vice President and General Manager of EMS from November 2022 to November 2023;

Senior Director, EMS Product Management from February 2021 to December 2022;

Director, EMS New Product and Business Development from November 2016 to February 2021.

Jeff Tsao 46 Senior Vice President and General Manager of Advanced Electronics Solutions, Senior Vice President of Asia 2023 Vice President and General Manager of AES from September 2019 to November 2023;

Jeff Tsao 47 President of Advanced Electronic Solutions 2025 Senior Vice President and General Manager of AES from November 2023 to July 2025;

Vice President and General Manager of AES from September 2019 to November 2023;

Vice President of Sales and Marketing of PES from December 2018 to September 2019;

Global Sales Director of PES from August 2017 to November 2018.

Larry Schmid 63 Senior Vice President, Global Operations and Supply Chain 2023 President, Pilko & Associates, from January 2020 to January 2023;

Global Manufacturing & Engineering Operations Director, The Dow Chemical Company, Performance Materials & Coatings, from June 2018 to June 2019;

Global Operations Director, The Dow Chemical Company, Dow Performance Silicones, from June 2016 to June 2018.

Jessica Morton 46 Senior Vice President, General Counsel and Corporate Secretary 2025 Vice President, General Counsel and Corporate Secretary from March 2023 to February 2025;

2 unchanged sentences

Assistant General Counsel of FMC Corporation from July 2016 to March 2019.

Griffin Gappert 51 Vice President and Chief Technology Officer 2023 Global Head of Innovation for Automotive OEMs at Henkel from April 2021 to August 2023;

Vice President of Innovation and Technical Customer Service at Henkel from January 2020 to April 2021;

Vice President of Product Development and Technical Customer Service at Henkel from June 2018 to January 2020;

Global Technical Director of Industrial Supplies at Ashland Inc from June 2016 to May 2018.

Michael Webb 58 Senior Vice President and Chief Administrative Officer 2023 Executive Vice President - Chief Human Resources Officer and Chief Administrative Officer at Nutrien from January 2018 to May 2022;

Senior Vice President, Human Resources at Agrium from January 2014 to January 2018.

John Alexis 51 Senior Vice President and Chief Information and Digital Officer 2025 Chief Information Officer at FORTNA from April 2022 to July 2024;

Chief Information Officer at TegraGlobal from January 2020 to April 2022;

Global Vice President of Enterprise Technology Solutions at Travelport from October 2017 to January 2020;

Director of IT services at Greater Toronto Airports Authority from April 2011 to June 2017.

Brian Larabee 59 Senior Vice President and General Manager of Elastomeric Material Solutions 2023 Vice President and General Manager of EMS from November 2022 to November 2023;

Senior Director, EMS Product Management from February 2021 to December 2022;

Director, EMS New Product and Business Development from November 2016 to February 2021.

Sean Reeder 52 Principal Accounting Officer and Corporate Controller 2024 VP of Finance and Corporate Controller from August 2023 to July 2024;

VP and Controller at Priority Ambulance from July 2022 to August 2023;

VP and Corporate Controller at WillScot Mobile Mini from August 2021 to June 2022;

Corporate Controller at ON Semiconductor from June 2017 to August 2021

Available Information

4 unchanged sentences

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-K

Item 1. Business