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Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-26 · 377 added, 296 removed, 1057 unchanged (39% of the section changed)

Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 238 )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Rogers Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of Rogers Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2024 appearing under Item 8 (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated statements of financial position of Rogers Corporation and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Asbestos-Related Liabilities and Insurance Recoverables

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In connection with the recognition of liabilities for asbestos-related matters, management records asbestos-related insurance recoverables that are deemed probable.

Management's estimates of asbestos-related contingent liabilities and related insurance recoverables are based on a claim projection analysis and an insurance usage analysis, respectively, prepared annually by third parties.

The claim projection analysis contains numerous assumptions, including the number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, average indemnity costs, average defense costs, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards, including potential tort reform.

The insurance usage analysis considers, among other things, applicable deductibles, retentions and policy limits, the solvency and historical payment experience of various insurance carriers, the likelihood of recovery as estimated by external legal counsel and existing insurance settlements.

The principal considerations for our determination that performing procedures relating to asbestos-related liabilities and insurance recoverables is a critical audit matter are (i) the significant judgement by management when determining the asbestos-related liabilities and insurance recoverables;

(ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates used in the claim projection analysis;

The principal considerations for our determination that performing procedures relating to asbestos-related liabilities and insurance recoverables is a critical audit matter are (i) the significant judgment by management when determining the asbestos-related liabilities and insurance recoverables;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates used in the claim projection analysis;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the analyses of the asbestos-related liabilities and insurance recoverables.

These procedures included testing the effectiveness of controls relating to management’s estimate of the asbestos-related liabilities and insurance recoverables.

These procedures also included, among others (i) testing management's process for determining the asbestos-related liabilities and insurance recoverables estimates;

(ii) evaluating the appropriateness of the claim projection and insurance usage analyses;

(iii) testing the completeness and accuracy of the underlying data used in the analyses;

and (iv) evaluating the reasonableness of significant assumptions used by management related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates.

Professionals with specialized skill and knowledge were used to assist in evaluating management's analyses and significant assumptions related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates.

(ii) evaluating the appropriateness of the claim projection and insurance usage estimates methodologies;

(iii) testing the completeness and accuracy of the underlying data used in the estimates;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates.

Professionals with specialized skill and knowledge were used to assist in evaluating management's estimates methodologies and the significant assumptions related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates.

Interim Goodwill Impairment Assessment - curamik ® Reporting Unit

As described in Notes 1 and 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was $ 303.4 million as of December 31, 2025.

Goodwill is evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired.

In the second quarter of 2025, management concluded that an impairment assessment was required as the fair value of the curamik ® reporting unit was more likely than not less than its carrying value based on multiple triggering events.

The quantitative goodwill impairment assessment performed over the curamik ® reporting unit consisted of a fair value calculation which combined an income approach using the discounted cash flow method and a market approach using the guideline public company method, weighted at 50% each, which was then compared with the reporting unit’s carrying value.

Determination of fair value is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, cost of sales, gross margin and operating margin, discount rate, terminal growth rate, future market conditions, and market multiples of earnings before interest, tax, depreciation, and amortization (“EBITDA”) for a group of benchmark companies, among others.

As a result, management recorded non-cash impairment charges to the curamik ® reporting unit’s goodwill of $ 67.3 million.

The curamik ® reporting unit had no remaining goodwill as of December 31, 2025.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the curamik ® reporting unit is a critical audit matter are (i) the significant judgment by management when

developing the fair value estimate of the curamik ® reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projections for cost of sales and the discount rate used in the discounted cash flow method, and market multiples of EBITDA for a group of benchmark companies used in the guideline public company method;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of certain controls relating to management’s interim goodwill impairment assessment, including controls over the valuation of the curamik ® reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the curamik ® reporting unit;

(ii) evaluating the appropriateness of the discounted cash flow method and the guideline public company method used by management;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method and the guideline public company method;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to projections for cost of sales and discount rate used in the discounted cash flow method and market multiples of EBITDA for a group of benchmark companies used in the guideline public company method.

Evaluating management’s assumption related to projections for cost of sales involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the curamik ® reporting unit;

(ii) the consistency with external market data;

and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and the guideline public company method;

(ii) testing the completeness and accuracy of underlying data used in the guideline public company method;

and (iii) the reasonableness of the discount rate assumption for the discounted cash flow method and the reasonableness of the market multiples of EBITDA for a group of benchmark companies for the guideline public company method.

/s/ PricewaterhouseCoopers LLP

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Other operating (income) expense, net — 0.1 ( 33.1 )

Operating income 24.9 85.3 144.4

Operating income (loss) ( 45.0 ) 24.9 85.3

Equity income in unconsolidated joint ventures — 1.4 1.8

Other income (expense), net ( 0.9 ) 8.8 ( 0.7 )

Interest expense, net ( 0.8 ) ( 10.1 ) ( 9.5 )

Income before income tax expense 34.3 76.3 140.4

Interest income (expense), net 0.8 ( 0.8 ) ( 10.1 )

Income (loss) before income taxes ( 45.1 ) 34.3 76.3

Income tax expense 16.7 8.2 19.7

Net income $ 26.1 $ 56.6 $ 116.6

Basic earnings per share $ 1.40 $ 3.04 $ 6.21

Diluted earnings per share $ 1.40 $ 3.03 $ 6.15

Net income (loss) $ ( 61.8 ) $ 26.1 $ 56.6

Basic earnings (loss) per share $ ( 3.40 ) $ 1.40 $ 3.04

Diluted earnings (loss) per share $ ( 3.40 ) $ 1.40 $ 3.03

Shares used in computing:

Basic earnings per share 18.6 18.6 18.8

Diluted earnings per share 18.6 18.7 19.0

Basic earnings (loss) per share 18.2 18.6 18.6

Diluted earnings (loss) per share 18.2 18.6 18.7

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

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(Dollars in millions) 2025 2024 2023

Net income $ 26.1 $ 56.6 $ 116.6

Net income (loss) $ ( 61.8 ) $ 26.1 $ 56.6

Foreign currency translation adjustment 47.2 ( 29.9 ) 18.8

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Cash and cash equivalents $ 197.0 $ 159.8

Accounts receivable, less allowance for credit losses of $ 1.5 and $ 1.1

Accounts receivable, net 130.6 135.3

Contract assets 27.9 23.7

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Total current assets 500.0 493.9

Property, plant and equipment, net of accumulated depreciation of $ 390.8 and $ 385.7

Property, plant and equipment, net of accumulated depreciation 372.4 365.1

Operating lease right-of-use assets 19.2 24.1

Goodwill 303.4 357.6

Other intangible assets, net of amortization 110.3 123.9

Intangible assets, net of accumulated amortization 99.3 110.3

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

Investments in unconsolidated joint ventures — 11.1

Deferred income taxes 67.0 61.5

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Total current liabilities 126.1 123.5

Borrowings under revolving credit facility — 30.0

Operating lease obligations, non-current portion 17.9 20.6

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

Shares issued for employee stock purchase plan — — —

Shares repurchased ( 0.7 ) ( 0.2 ) —

Other capital stock activity — — —

Balance, end of period 17.8 18.5 18.6

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Equity compensation expense 10.9 15.1 14.3

Shares repurchased ( 19.6 ) — ( 24.8 )

Other additional paid-in capital activity — — 1.0

Shares repurchased, including excise tax ( 52.3 ) ( 19.6 ) —

Balance, end of period 105.7 147.3 151.8

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Balance, beginning of period 1,181.1 1,155.0 1,098.4

Net income 26.1 56.6 116.6

Net income (loss) ( 61.8 ) 26.1 56.6

Balance, end of period 1,119.3 1,181.1 1,155.0

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Operating Activities:

Net income $ 26.1 $ 56.6 $ 116.6

Adjustments to reconcile net income to cash provided by operating activities:

Net income (loss) $ ( 61.8 ) $ 26.1 $ 56.6

Adjustments to reconcile net income (loss) to cash provided by operating activities:

Depreciation and amortization 54.3 49.4 51.1

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Capital expenditures ( 30.1 ) ( 56.1 ) ( 57.0 )

Acquisition of business, net of cash received — — ( 3.6 )

Disposition of business — — 1.7

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Financing Activities:

Proceeds from borrowings under revolving credit facility — — 100.0

Repayment of debt principal and finance lease obligations ( 1.3 ) ( 30.4 ) ( 185.4 )

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The preparation of financial statements, in conformity with U.S.

GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Actual results could differ from those estimates.

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Budapest, Hungary;

Evergem, Belgium;

and Apodoca, Mexico.

and Evergem, Belgium.

Elastomeric Material Solutions

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Blackburn, England;

Siheung, South Korea;

Ansan, South Korea;

and Suzhou, China.

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Accounts Receivable

Our accounts receivable, net of allowance for credit losses line item in the consolidated statements of financial position include trade receivables, insurance receivables, tax receivables and other miscellaneous receivables.

Our accounts receivable, net line item in the consolidated statements of financial position include trade receivables, insurance receivables, tax receivables and other miscellaneous receivables.

Allowance for Credit Losses

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In addition, in circumstances where we are made aware of a specific customer’s inability to meet its financial obligations, a specific allowance is established.

The majority of accounts are individually evaluated on a regular basis and appropriate reserves are established as deemed appropriate based on the criteria previously mentioned.

The majority of accounts are individually evaluated on a regular basis and appropriate reserves are established based on the criteria previously mentioned.

The remainder of the reserve is based on our estimates and takes into consideration historical trends, market conditions and the composition of our customer base.

Inventories are stated at the lower of cost or net realizable value with costs determined primarily on a first-in, first-out basis.

Inventories are stated at the lower of cost and net realizable value with costs determined primarily on a first-in, first-out basis.

We record allowances for estimated losses due to excess, obsolete and slow-moving inventory that is determined for groups of products based on purchases in the recent past and/or expected future demand, as well as market conditions, design cycles and other economic factors.

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Machinery and equipment 5 - 15 years

Office equipment 3 - 10 years

Office equipment and software costs 3 - 15 years

Software Costs

We capitalize certain internal and external costs of computer software developed or obtained for internal use, principally related to software coding, software configuration, designing system interfaces and installation and testing of the software.

We amortize capitalized internal use software costs using the straight-line method over the estimated useful lives of the software, generally from three to five years .

Our capitalized software and development costs contained in “Property, plant and equipment, net” line item in the consolidated statements of financial position, as of December 31, 2024 and 2023, consisted of the following:

We amortize capitalized internal use software costs using the straight-line method over the estimated useful lives of the software, generally from 3 years to 15 years.

Our capitalized software and development costs contained in the “Property, plant and equipment, net” line item in the consolidated statements of financial position, as of December 31, 2025 and 2024, consisted of the following:

(Dollars in millions) 2025 2024

Capitalized software $ 13.8 $ 17.4

Accumulated amortization ( 12.7 ) ( 11.0 )

Software in-process 57.5 55.7

Capitalized software in-service $ 77.4 $ 13.8

Accumulated depreciation ( 17.9 ) ( 12.7 )

Capitalized software in-process 8.7 57.5

Capitalized software, net $ 68.2 $ 58.6

The December 31, 2024 and 2023 balances were almost entirely attributable to our new ERP system still in development, for which useful lives will be determined upon implementation/completion of the project.

Additionally, we had a $ 6.0 million net balance as of December 31, 2024 related to our cloud computing arrangements, which was contained in “Other long-term assets” and “Other current assets” line items in the consolidated statements of financial position.

The December 31, 2025 and 2024 balances were almost entirely attributable to our multi-year implementation of a new global ERP system expected to occur in phases over the next several years, which will be depreciated through 2040.

Our capitalized cloud computing arrangements contained in the “Other long-term assets” and “Other current assets” line items in the consolidated statements of financial position, as of December 31, 2025 and 2024, consisted of the following:

(Dollars in millions) 2025 2024

Capitalized cloud software in-service $ 9.7 $ 7.6

Accumulated amortization ( 3.5 ) ( 1.6 )

Capitalized cloud software, net $ 6.2 $ 6.0

We determine whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration.

Leases are classified as finance or operating based on the principle of whether or not the lease is effectively a financed purchase by the lessee.

This classification will determine whether lease expense is comprised of amortization of the right-of-use asset and interest expense recognized based on an effective interest method for finance leases, or as a single lease cost recognized on a straight-line basis over the term of the lease for operating leases.

Lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of all minimum lease payments over the lease term.

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separating lease and non-lease components, exclusion of short-term leases on the balance sheet and recognition of lease payments for short-term leases in the consolidated statements of operations on a straight-line basis.

Goodwill and Other Intangible Assets

We have made acquisitions over the years that included the recognition of intangible assets.

We have made acquisitions over the years that included the recognition of goodwill and intangible assets.

Intangible assets are classified into three categories:

(1) goodwill;

(2) other intangible assets with definite lives subject to amortization;

and (3) other intangible assets with indefinite lives not subject to amortization.

Other intangible assets can include items such as trademarks and trade names, licensed technology, customer relationships and covenants not to compete, among other things.

Each definite-lived other intangible asset is amortized over its respective economic useful life using the economic attribution method.

Goodwill is 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 goodwill impairment assessment is necessary.

If it is determined, based on qualitative factors, the fair value of the reporting unit may be more likely than not less than its carrying amount or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment assessment would be required.

We can elect to forgo the qualitative assessment and perform a quantitative assessment.

The quantitative assessment compares the fair value of a reporting unit with its carrying amount.

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.

Determining the 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 and future market conditions, among others.

When performing the quantitative assessment, we have historically estimated the fair value of our reporting units using an income approach based on the present value of future cash flows through a five-year discounted cash flow analysis.

Upon performing the quantitative assessment, if the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill.

We currently have four reporting units with goodwill:

RF Solutions, EMS, curamik ® and Elastomer Components Division.

Consistent with historical practice, the annual impairment test on these reporting units was performed as of November 30, 2024.

In 2024, we elected to utilize a qualitative assessment.

There were no impairment charges resulting from our goodwill impairment assessment for the year ended December 31, 2024.

Our RF Solutions, EMS, curamik ® and ECD reporting units had allocated goodwill of $ 51.7 million, $ 241.7 million, $ 62.0 million and $ 2.2 million, respectively, as of December 31, 2024.

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 indefinite-lived other intangible asset impairment assessment is necessary.

If it is determined, based on qualitative factors, the fair value of the indefinite-lived other intangible asset may be more likely than not less than its carrying amount or if significant changes to macro-economic factors related to the indefinite-lived other intangible asset have occurred that could materially impact fair value, a quantitative indefinite-lived other intangible asset impairment assessment would be required.

We can elect to forgo the qualitative assessment and perform a quantitative assessment.

The quantitative assessment compares the fair value of the indefinite-lived other intangible asset with its carrying amount.

The application of the quantitative assessment requires significant judgment, including determining the fair value of each indefinite-lived other intangible asset.

Fair value is primarily based on income approaches using discounted cash flow models, which have significant assumptions.

Such assumptions are subject to variability from year to year and are directly impacted by global market conditions.

There were no impairment charges resulting from our indefinite-lived other intangible assets impairment assessment

for the year ended December 31, 2024.

Our curamik ® reporting unit had an indefinite-lived other intangible asset of $ 4.1 million as of December 31, 2024.

Definite-lived other intangible assets are tested for recoverability whenever events or changes in circumstances indicate the carrying value may not be recoverable.

The recoverability test involves comparing the estimated sum of the undiscounted cash flows for each definite-lived other intangible asset to its respective carrying value.

If a definite-lived other intangible asset’s carrying value is greater than the sum of its undiscounted cash flows, then the definite-lived other intangible asset’s carrying value is compared to its estimated fair value and an impairment charge is recognized for the excess and charged to operations.

The application of the recoverability test requires significant judgment, including the identification of the asset group and determination of undiscounted cash flows and fair value of the underlying definite-lived other intangible asset.

Determination of undiscounted cash flows requires the use of significant estimates and assumptions, including certain financial projections.

(2) intangible assets with definite lives subject to amortization;

and (3) intangible assets with indefinite lives not subject to amortization.

Intangible assets can include items such as trademarks and trade names, licensed technology, customer relationships and covenants not to compete, among other things.

Each definite-lived intangible asset is amortized over its respective economic useful life using the economic attribution method.

Goodwill and indefinite-lived 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.

We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value.

If the qualitative analysis indicates that an impairment is more likely than not for any reporting unit, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, we perform a quantitative impairment test for that reporting unit.

We also have the option to bypass the qualitative analysis for any reporting unit and proceed directly to performing a quantitative impairment test.

Refer to “Note 7 – Goodwill and Intangible Assets” for additional information.

Intangible Assets

Definite-lived intangible assets are tested for recoverability whenever events or changes in circumstances indicate the carrying value may not be recoverable.

The recoverability test involves comparing the estimated sum of the undiscounted cash flows for each definite-lived intangible asset to its respective carrying value.

If a definite-lived intangible asset’s carrying value is greater than the sum of its undiscounted cash flows, then the definite-lived intangible asset’s carrying value is compared to its estimated fair value and an impairment charge is recognized for the excess and charged to operations.

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

Fair value is primarily based on income approaches using discounted cash flow models, which have significant assumptions.

Such assumptions are subject to variability from year to year and are directly impacted by global market conditions.

There were no impairment charges resulting from our definite-lived other intangible assets impairment analysis for the year ended December 31, 2024.

Our EMS and curamik ® reporting units had definite-lived other intangible assets of $ 104.0 million and $ 2.2 million, respectively, as of December 31, 2024.

The useful life determination for each indefinite-lived other intangible asset is evaluated each reporting period to determine whether events and circumstances support an indefinite useful life.

The useful life determination for each definite-lived other intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization.

There were no impairment charges resulting from our definite-lived intangible assets impairment analysis for the year ended December 31, 2025.

Our EMS and curamik ® reporting units had definite-lived intangible assets of $ 97.6 million and $ 1.7 million, respectively, as of December 31, 2025.

The useful life determination for each definite-lived intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization.

Pension and Other Postretirement Benefits

We sponsor one material defined benefit pension plan, the Union Plan, which covers certain union employees, and we sponsor multiple fully insured or self-funded medical plans and fully insured life insurance plans for retirees.

We sponsor one defined benefit pension plan, the Union Plan, which covers certain union employees, and we sponsor multiple fully insured or self-funded medical plans and fully insured life insurance plans for retirees.

The Union Plan was frozen in 2013 so that future benefits no longer accrue.

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When no amount within a range of estimates is more likely to occur than another, we accrue to the low end of the range and disclose the range.

When future liabilities are determined to be reimbursable by insurance coverage, an accrual is recorded for the potential liability and a receivable is recorded for the estimated insurance

reimbursement amount.

When future liabilities are determined to be reimbursable by insurance coverage, an accrual is recorded for the potential liability and a receivable is recorded for the estimated insurance reimbursement amount.

We are exposed to the uncertain nature inherent in such remediation and the possibility that initial estimates will not reflect the final outcome of a matter.

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We believe the assumptions made on the potential exposure and expected insurance coverage are reasonable at the present time, but are subject to uncertainty based on the actual future outcome of our asbestos litigation.

Our estimates of asbestos-related contingent liabilities and asbsestos-related insurance recoverables are based on a claim projection analysis and an insurance usage analysis prepared annually by third parties.

Our estimates of asbestos-related contingent liabilities and asbestos-related insurance recoverables are based on a claim projection analysis and an insurance usage analysis prepared annually by third parties.

The claim projection analysis contains numerous assumptions, including number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, average indemnity costs, average defense costs, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards, including potential tort reform.

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We believe the assumptions used in our models for determining our potential exposure and related insurance coverage are reasonable at the present time, but such assumptions are inherently uncertain.

Given the inherent uncertainty in making projections, we plan to re-examine periodically the assumptions used in the projections of current and future asbestos claims, and we will update them, if needed, based on our experience, changes in the assumptions underlying our models, and other relevant factors, such as changes in the tort system.

Our accrued asbestos liabilities may not approximate our actual asbestos-related indemnity and defense costs, and our accrued insurance recoveries may not be realized.

We believe that it is reasonably possible that we may incur additional charges for our asbestos liabilities and defense costs in the future that could exceed existing reserves and insurance recoveries.

Given the inherent uncertainty in making

projections, we plan to re-examine periodically the assumptions used in the projections of current and future asbestos claims, and we will update them, if needed, based on our experience, changes in the assumptions underlying our models, and other relevant factors, such as changes in the tort system.

Our accrued asbestos liabilities may not approximate our actual asbestos-related indemnity and defense costs, and our accrued insurance recoverables may not be realized.

Fair Value Measurements

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Accordingly, changes in fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract.

For those derivative instruments that qualify for hedge accounting treatment, if the hedge is highly effective, all changes in the fair value of the derivative hedging instrument are recorded as a component of “Other comprehensive income (loss)” in the consolidated statements of comprehensive income, with the derivative hedging instrument impacts being reclassified to earnings when the hedged item impacts earnings.

For those derivative instruments that do not qualify for hedge accounting treatment, any related gains and losses are recognized as a component of “Other income (expense), net” line item in the consolidated statements of operations.

For those derivative instruments that qualify for hedge accounting treatment, if the hedge is highly effective, all changes in the fair value of the derivative hedging instrument are recorded as a component of “Other comprehensive income (loss)” in the consolidated statements of comprehensive income (loss), with the derivative hedging instrument impacts being reclassified to earnings when the hedged item impacts earnings.

For those derivative instruments that do not qualify for hedge accounting treatment, any related gains and losses are recognized as a component of the “Other income (expense), net” line item in the consolidated statements of operations.

For additional information, refer to “Note 3 – Derivatives and Hedging.”

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We seek to minimize counterparty credit (or repayment) risk by entering into derivative transactions with major financial institutions with investment grade credit ratings.

We invest excess cash principally in investment grade government securities and time deposits.

We invest excess cash principally in demand deposit accounts and bank time deposits with investment grade related counterparties.

We have established guidelines relative to diversification and maturities in order to maintain safety and liquidity.

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Provisions for such reductions are made at the time of sale and are typically derived from historical trends and other relevant information.

Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding.

Diluted earnings per share is based on the weighted average number of common shares outstanding and all dilutive potential common shares outstanding.

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.

Equity Compensation

Equity compensation mainly consists of expense related to restricted stock units and deferred stock units.

Equity compensation consists of expense related to restricted stock units, deferred stock units and our employee stock purchase plan.

Performance-based restricted stock unit compensation expense is based on achievement of both market and service conditions.

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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.

In addition to awards with market conditions, we also grant performance‑based restricted stock units that include performance conditions linked to Company financial or operational metrics.

Compensation cost for these awards is measured based on the grant‑date fair value of the underlying shares and is recognized only when achievement of the performance condition is considered probable.

Expense is recognized on a straight‑line basis over the requisite service period for the number of awards expected to vest.

If our assessment of the probability of achieving the performance condition changes, we record a cumulative adjustment to compensation expense in the period of change.

No compensation cost is recognized for awards that are not expected to vest.

We account for forfeitures as they occur.

Time-based restricted stock unit compensation expense is based on the achievement of only service conditions.

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We recognize compensation expense on all of these awards on a straight-line basis over the vesting period.

Deferred stock units, which are granted to non-management directors, 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 director elects to defer the receipt of those shares.

Deferred stock units, which are granted to non-management directors, generally vest at the one-year anniversary of the award, subject to continuous service.

The fair value of these awards is determined based on the market value of the underlying stock price on the grant date.

The compensation related to these grants is expensed immediately on the date of grant.

The compensation related to these grants is expensed over the service period of the award.

We also maintain an Employee Stock Purchase Plan (“ESPP”) that allows eligible employees to purchase shares of our capital stock at a discount.

The ESPP is considered a compensatory plan under ASC 718.

The fair value of the ESPP award is measured at the beginning of each offering period using the Black‑Scholes option‑pricing model, which considers the plan’s purchase discount, expected term, expected volatility, risk‑free interest rate and expected dividend yield, as well as any look‑back provisions.

Compensation expense for the ESPP is recognized on a straight‑line basis over the applicable offering period and is based on the number of shares estimated to be purchased under the plan.

Business Combination Purchase Price Allocation

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Advertising Costs

Advertising costs are expensed as incurred and included in the "Selling, general and administrative expenses” line item of the consolidated statements of operations, amounted to $ 2.8 million, $ 3.5 million, and $ 3.3 million in 2024, 2023 and 2022, respectively.

Reclassification

Certain reclassifications have been made in the 2023 and 2022 financial statements and notes to conform to the 2024 presentation.

Advertising costs are expensed as incurred and included in the "Selling, general and administrative expenses” line item in the consolidated statements of operations, amounted to $ 2.9 million, $ 2.8 million, and $ 3.5 million in 2025, 2024 and 2023, respectively.

Note 2 – Accumulated Other Comprehensive Loss

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Amounts reclassified to earnings ( 3.0 ) 0.3 ( 2.7 )

Net other comprehensive income (loss) for period 18.8 — 18.8

Net other comprehensive income (loss) ( 29.9 ) 1.0 ( 28.9 )

Balance as of December 31, 2024 ( 86.7 ) ( 8.6 ) ( 95.3 )

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Amounts reclassified to earnings — 0.2 0.2

Net other comprehensive income (loss) for period ( 29.9 ) 1.0 ( 28.9 )

Net other comprehensive income (loss) 47.2 1.0 48.2

Balance as of December 31, 2025 $ ( 39.5 ) $ ( 7.6 ) $ ( 47.1 )

(1) Net of taxes of $ 1.2 million, $ 1.5 million and $ 1.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The reclassification of impacts to the consolidated statements of operations for our pension and other postretirement benefits amortization and settlements in 2024 and 2023 were as follows:

The reclassification of impacts to the consolidated statements of operations for our pension and other postretirement benefits amortization in 2025 and 2024 were as follows:

(Dollars in millions) Financial Statement Line Item 2025 2024

Settlement charges (1)

Other income (expense), net $ — $ ( 0.1 )

Amortization of loss (1)

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Income tax (expense) benefit Income tax (expense) benefit — 0.2

Net income Net income $ ( 0.3 ) $ ( 0.4 )

Net income (loss) Net income (loss) $ ( 0.2 ) $ ( 0.3 )

(1) These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost (credit).

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

Notional Values of Foreign Currency Derivatives

USD/CNH $ 38,324,088

KRW/USD ₩ 4,412,250,000

JPY/EUR ¥ 500,000,000

HUF/EUR Ft 700,000,000

USD/EUR $ 1,500,000

(Amounts in millions)

Buy/Sell Maturity Date Notional Amount (Buy/Sell)

USD/CNY February 03, 2026 $ 55.8 / ¥ 392.0

EUR/USD February 03, 2026 € 11.8 / $ 13.9

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

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As of December 31, 2025, the volumes of our copper contracts outstanding were as follows:

Volume of Copper Derivatives

(Volume in ones, notional in millions)

Contract Period Volume Notional Amount

January 2026 - March 2026 69 metric tons per month

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October 2026 - December 2026 69 metric tons per month

Effects on Financial Statements

The following table presents the impact from these instruments on the consolidated statements of operations and consolidated statements of comprehensive income:

Years Ended December 31,

(Dollars in millions) Financial Statement Line Item 2025 2024 2023

Foreign Currency Contracts

Contracts not designated as hedging instruments Other income (expense), net $ ( 1.6 ) $ ( 0.2 ) $ 1.0

Copper Derivatives Contracts

Contracts not designated as hedging instruments Other income (expense), net $ 1.5 $ ( 0.4 ) $ ( 0.6 )

The fair values of derivative instruments measured at fair value on a recurring basis, categorized by contract type and level of inputs used in the valuation, were as follows:

Derivative Instruments at Fair Value as of December 31, 2025

(Dollars in millions) Level 1 Level 2 Level 3 Total (1)

Copper derivative contracts $ — $ 1.2 $ — $ 1.2

Derivative Instruments at Fair Value as of December 31, 2024

(Dollars in millions) Level 1 Level 2 Level 3 Total (1)

Copper derivative contracts $ — $ 0.2 $ — $ 0.2

(1) All balances were recorded in the “Other current assets” or the “Other accrued liabilities” line items in the consolidated statements of financial position.

Note 4 – Balance Sheet Items

Restricted Cash

Our restricted cash balance, which was subject to contractual restrictions and not readily available, was recorded in the “Cash and cash equivalents” line item in the consolidated statements of financial position, and served as collateral for letters of credit related to our environmental and workers’ compensation liabilities.

This arrangement was terminated in the third quarter of 2024.

Our restricted cash balance as of December 31, 2023 was as follows:

(Dollars in millions) 2024 2023

Restricted cash $ — $ 2.2

Accounts Receivable

The “Accounts receivable, less allowance for credit losses” line item in the consolidated statements of financial position, as of December 31, 2024 and 2023, consisted of the following:

The “Accounts receivable, net” line item in the consolidated statements of financial position, as of December 31, 2025 and 2024, consisted of the following:

(Dollars in millions) 2025 2024

Accounts receivable - trade $ 121.2 $ 125.1

Allowance for credit losses ( 1.3 ) ( 1.5 )

Accounts receivable - other 10.7 11.7

Total accounts receivable $ 135.3 $ 161.9

Total accounts receivable, net $ 130.6 $ 135.3

Contract Assets

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Total contract assets $ 27.9 $ 23.7

Contract assets decreased 46 % to $ 23.7 million as of December 31, 2024, from $ 45.2 million as of December 31, 2023, mainly attributable to the decrease of contract assets in our AES operating segment, which was driven by a decline in the global EV market as well as a decrease of customer orders due to inventory overstocking.

The “Inventories, net” line item in the consolidated statements of financial position, as of December 31, 2025 and 2024, consisted of the following:

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England 166.6 159.6

Germany 136.4 148.9

China 100.8 107.6

Germany 76.8 136.4

Other 82.2 78.0

Total long-lived assets $ 794.3 $ 857.1

(1) Long-lived assets are based on the location of the asset and are comprised of goodwill, other intangible assets, property, plant and equipment and right-of-use assets.

Countries with 10% or more of long-lived assets have been disclosed.

(1) Long-lived assets are based on the location of the asset and are comprised of goodwill, intangible assets, property, plant and equipment and right-of-use assets.

Note 5 – Property, Plant and Equipment

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Machinery and equipment 386.2 367.6

Office equipment 69.1 70.7

Office equipment and software costs 132.0 69.1

Property plant and equipment, gross 734.0 642.1

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Impairment charges $ — $ 7.9 $ —

For additional information related to the impairment charges, refer to “ Note 14 – Supplemental Financial Information .”

For additional information related accelerated depreciation for the years ended 2025, 2024 and 2023 and the impairment charges noted above, refer to “ Note 14 – Supplemental Financial Information .”

Note 6 – Leases

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Operating Leases

We have operating leases primarily related to manufacturing and R&D facilities, as well as vehicles.

Our new leases relate to facility expansion in 2024, 2023 and 2022.

We have operating leases primarily related to manufacturing facilities and vehicles.

Our new leases in 2025 and 2024 were primarily related to facility expansion.

Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities was $ 0.7 million, $ 6.0 million and $ 9.6 million for 2025, 2024 and 2023, respectively.

Our expenses and payments for operating leases in 2024, 2023 and 2022, were as follows:

Our expenses and

payments for operating leases in 2025, 2024 and 2023, were as follows:

(Dollars in millions) 2025 2024 2023

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(Dollars in millions) Financial Statement Line Item 2025 2024

Finance lease right-of-use assets Property, plant and equipment, net $ 1.1 $ 1.5

Finance lease right-of-use assets Property, plant and equipment, net of accumulated depreciation $ 8.6 $ 1.1

Operating lease right-of-use assets Operating lease right-of-use assets $ 19.2 $ 24.1

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Total operating lease obligations $ 21.8 $ 24.6

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 December 31, 2024:

Finance Operating

(Dollars in millions) Leases Signed Less:

Leases Not Yet Commenced Leases in Effect Leases Signed Less:

Leases Not Yet Commenced Leases in Effect

2025 $ 1.5 $ ( 1.0 ) $ 0.5 $ 5.3 $ — $ 5.3

2026 1.6 ( 1.2 ) 0.4 4.6 — 4.6

2027 1.4 ( 1.2 ) 0.2 3.9 — 3.9

2028 1.3 ( 1.2 ) 0.1 3.1 — 3.1

Lease Impairment

Long-lived assets, including lease right-of-use assets, are evaluated for recoverability whenever events or circumstances indicate the carrying value of an asset group may not be recoverable.

As a result of triggering events identified for our Mexico facility lease during the fourth quarter of 2025, we tested the lease right-of-use asset for recoverability by comparing the estimated future undiscounted cash flows of the asset group to its carrying value and concluded that a quantitative impairment assessment was required.

Based on our quantitative impairment assessment, we concluded our Mexico facility lease right-of-use asset’s carrying value exceeded its estimated fair value.

As a result, we recorded a non-cash impairment charge to the lease right-of-use asset of $ 1.9 million.

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

Future Minimum Lease Payments

The following table includes future minimum lease payments under finance and operating leases together with the present value of the future minimum lease payments as of December 31, 2025:

(Dollars in millions) Finance Operating

2026 $ 1.8 $ 5.1

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Interest ( 1.5 ) ( 4.9 )

Present Value of Net Future Minimum Lease Payments $ 9.1 $ ( 7.9 ) $ 1.2 $ 24.6 $ — $ 24.6

Present Value of Future Minimum Lease Payments $ 8.8 $ 21.8

There were no executed leases with future commencement dates as of December 31, 2025.

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:

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Operating leases 5.55 % 5.63 %

Note 7 – Goodwill and Other Intangible Assets

Note 7 – Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the period ended December 31, 2025, by operating segment, were as follows:

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

Acquisition — 5.0 — 5.0

Impairment ( 67.3 ) — — ( 67.3 )

Foreign currency translation adjustment 5.4 7.7 — 13.1

December 31, 2025 $ 51.7 $ 249.5 $ 2.2 $ 303.4

Other Intangible Assets

The “Other intangible assets, net” line item in the consolidated statements of financial position, as of December 31, 2024 and 2023, consisted of the following:

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

Intangible Assets

The carrying amount of intangible assets were as follows:

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

Customer relationships $ 180.9 $ — $ 105.6 $ 75.3 $ 175.9 $ 96.1 $ 79.8

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Trademarks and trade names 20.1 — 8.3 11.8 19.1 7.7 11.4

Covenants not to compete — — — 1.3 0.9 0.4

Total definite-lived other intangible assets 270.6 164.4 106.2 276.0 156.4 119.6

Indefinite-lived other intangible asset 4.1 — 4.1 4.3 — 4.3

Total other intangible assets $ 274.7 $ 164.4 $ 110.3 $ 280.3 $ 156.4 $ 123.9

Total definite-lived intangible assets 280.4 — 181.1 99.3 270.6 164.4 106.2

Indefinite-lived intangible asset 4.5 4.5 — — 4.1 — 4.1

Total intangible assets $ 284.9 $ 4.5 $ 181.1 $ 99.3 $ 274.7 $ 164.4 $ 110.3

In the table above, gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations.

The amortization expense and impairment charges related to other intangible assets in 2024, 2023 and 2022, were as follows:

The amortization expense related to intangible assets in 2025, 2024 and 2023, was as follows:

(Dollars in millions) 2025 2024 2023

Amortization expense $ 11.0 $ 12.4 $ 13.4

Impairment charges $ — $ — $ 17.9

For additional information related to the impairment charges, refer to “ Note 14 – Supplemental Financial Information .” The estimated annual future amortization expense is $ 10.7 million, $ 10.3 million, $ 8.0 million, $ 7.6 million and $ 7.2 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 December 31, 2024, by definite-lived other intangible asset class, were as follows:

Definite-Lived Other Intangible Asset Class Weighted Average Remaining Amortization Period

The weighted average amortization period as of December 31, 2025, by definite-lived intangible asset class, were as follows:

Definite-Lived Intangible Asset Class Weighted Average Remaining Amortization Period

Customer relationships 6.7 years

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Trademarks and trade names 8.7 years

Total definite-lived other intangible assets 6.7 years

Total definite-lived intangible assets 6.4 years

Goodwill & Intangible Assets Impairments

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, was, 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 intangible asset of $ 67.3 million and $ 4.5 million, respectively, which represented 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 consolidated statements of operations.

The quantitative goodwill and indefinite-lived 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 earnings before interest, taxes, depreciation and amortization (“EBITDA”) for a group of benchmark companies.

From a market participant perspective, considerable weight would be placed on the income approach value because it relies directly on our reporting unit’s forecasted operating results and market-derived rates of return.

Similarly, considerable weight would be placed on the market approach because it reflects current market pricing and earnings.

Therefore, equal weight was given to the income approach and market approach, since both methods are reasonable methods to use for valuing our reporting units and neither method is more reliable than the other for these circumstances.

Determination of fair value is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, cost of 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.

For the annual goodwill impairment assessment, performed in the fourth quarter, we elected to forgo the qualitative assessment and perform a quantitative assessment for each reporting unit with a remaining goodwill balance.

We estimated the fair value of each of our reporting units using an income approach based on the present value of future cash flows through a multi-year discounted cash flow analysis.

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

The assessment resulted in the fair value of each reporting unit exceeding their carrying values and as a result there were no further impairment charges resulting from our annual goodwill impairment assessment for the year ended December 31, 2025.

Our RF Solutions, EMS, and ECD reporting units had allocated goodwill of $ 51.7 million, $ 249.5 million, and $ 2.2 million, respectively, as of December 31, 2025.

Our curamik ® reporting unit had no remaining goodwill as of December 31, 2025.

Long-lived assets, including definite-lived 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.

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 8 – Postretirement Benefits

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Actual return on plan assets 1.8 0.4

Settlements — ( 0.3 )

Employer contributions — 0.3

Benefit payments ( 1.4 ) ( 1.7 )

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Actuarial (gain) loss ( 0.2 ) ( 1.7 )

Settlements — ( 0.3 )

Benefit payments ( 1.4 ) ( 1.7 )

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The decrease in our pension plan benefit obligations in 2025 was primarily driven by actuarial gains and benefit payments, partially offset by interest costs.

The increase in our pension plan benefit obligations in 2023 was primarily driven by actuarial losses and interest costs, partially offset by benefit payments and settlements.

The decrease in our pension plan benefit obligations in 2024 was primarily driven by actuarial gains and benefit payments, partially offset by interest costs.

The Union Plan balances reflected in the consolidated statements of financial position, as of December 31, 2025 and 2024, consisted of the following:

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Accumulated other comprehensive loss $ 9.3 $ 10.4

The PBO, ABO, and fair value of plan assets for the Union Plan, which has plan assets in excess of its PBO or ABO as of December 31, 2024 and 2023, were as follows:

The PBO, ABO, and fair value of plan assets for the Union Plan, which had plan assets in excess of its PBO or ABO as of December 31, 2025 and 2024, were as follows:

(Dollars in millions) 2025 2024

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Fair value of plan assets $ 25.8 $ 25.4

Components of Net Periodic Benefit Cost (Credit)

The components of the Union Plan’s net periodic benefit cost (credit) in 2024, 2023 and 2022, were as follows:

Components of Net Periodic Benefit Cost

The components of the Union Plan’s net periodic benefit cost in 2025, 2024 and 2023, were as follows:

(Dollars in millions) 2025 2024 2023

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Settlement — — 0.1

Net periodic benefit cost (credit) $ 0.2 $ 0.3 $ ( 0.2 )

Net periodic benefit cost $ 0.1 $ 0.2 $ 0.3

Plan Assumptions

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Fixed income bonds $ 0.1 $ 21.8 $ — $ 21.9

Cash 0.1 — — 0.1

Mutual funds 2.7 — — 2.7

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Mutual funds 2.8 — — 2.8

Pooled separate accounts — 0.1 — 0.1

Guaranteed deposit account — — 1.0 1.0

Total plan assets at fair value $ 2.8 $ 21.6 $ 1.0 $ 25.4

We were not required to make any contributions to our qualified noncontributory defined benefit pension plan in 2024 and 2023.

We made expected benefit payments for our qualified noncontributory defined benefit pension plan through the utilization of plan assets in 2024 and 2023.

We did not make, and were not required to make any contributions to the Union Plan in 2025, 2024, or 2023.

The benefit payments are based on the same assumptions used to measure our benefit obligations as of December 31, 2025.

The following table sets forth the expected benefit payments to be paid for the Union Plan:

(Dollars in millions) Pension Benefits

(Dollars in millions) Pension Benefits/Payments

2031-2035 $ 6.9

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RESIP related expense amounted to $ 4.5 million, $ 5.1 million and $ 4.6 million in 2025, 2024 and 2023, respectively.

The higher expense in 2022 was primarily due to a $ 6.5 million discretionary RESIP contribution related to the previously anticipated merger with DuPont.

Deferred Compensation Plan

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Total $ 4.8 $ 0.5 $ — $ 5.3

Note 9 – Debt

Note 9 – Revolving Credit Facility

On March 24, 2023, we entered into the Fifth Amended Credit Agreement which amends and restates the Fourth Amended Credit Agreement, and provides for (1) a revolving credit facility with up to $ 450.0 million of revolving loans, with sub-limits for multicurrency borrowings, letters of credit and swing-line notes, and (2) a $ 225.0 million expansion feature.

Borrowings may be used to finance working capital needs, for letters of credit and for general corporate purposes in the ordinary course of

business, including the financing of permitted acquisitions (as defined in the Fifth Amended Credit Agreement).

Borrowings may be used to finance working capital needs, for letters of credit and for general corporate purposes in the ordinary course of business, including the financing of permitted acquisitions (as defined in the Fifth Amended Credit Agreement).

The Fifth Amended Credit Agreement extended the maturity, the date on which all amounts borrowed or outstanding under the Fifth Amended Credit Agreement are due, from March 31, 2024 to March 24, 2028.

All obligations under the Fifth Amended Credit Agreement are guaranteed by each of our existing and future material domestic subsidiaries, as defined in the Fifth Amended Credit Agreement (the Guarantors).

All obligations under the Fifth Amended Credit Agreement are guaranteed by each of our existing and future material domestic subsidiaries, as defined in the Fifth Amended Credit Agreement.

The obligations are also secured by a Fifth Amended and Restated Pledge and Security Agreement, dated as of March 24, 2023, entered into by us and the Guarantors which grants to the administrative agent, for the benefit of the lenders, a security interest, subject to certain exceptions, in substantially all of the non-real estate assets of ours and the Guarantors.

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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 December 31, 2025.

Our new borrowings under our revolving credit facility and discretionary principal payments on our revolving credit facility in 2024, 2023 and 2022, were as follows:

We had no new borrowings under our revolving credit facility in 2025, 2024 or 2023, and discretionary principal payments on our revolving credit facility in 2025, 2024 and 2023, were as follows:

(Dollars in millions) 2025 2024 2023

New borrowings $ — $ — $ 100.0

Discretionary principal payments — 30.0 185.0

We had no outstanding borrowings under our revolving credit facility as of December 31, 2024, and $ 30.0 million as of December 31, 2023.

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

We had $ 1.1 million and $ 1.6 million of outstanding line of credit issuance costs as of December 31, 2025 and 2024, respectively, which will be amortized over the life of the Fifth Amended Credit Agreement.

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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.

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;

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Uninsured indemnity and defense costs $ 0.4 $ 1.3 $ 0.4

The changes recorded in the estimated liability and estimated insurance recovery based on the projections of asbestos litigation and corresponding insurance coverage, result in the recognition of expense or income in the "Selling, general and administrative expenses” line item of the consolidated statements of operations.

expenses” line item of the consolidated statements of operations.

The net impact of the changes in estimated liability and estimated insurance recovery in 2025, 2024 and 2023, were as follows:

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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 the fourth quarter of 2015.

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.

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Although the outcome of no legal matter can be predicted with certainty, it is the opinion of management that facts known at the present time do not indicate that such litigation, either individually or in the aggregate, will have a material adverse effect on our business, results of operations, cash flows or financial position.

Note 11 – Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding.

Diluted earnings 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 per share:

Note 11 – 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) 2025 2024 2023

Net income $ 26.1 $ 56.6 $ 116.6

Net income (loss) $ ( 61.8 ) $ 26.1 $ 56.6

Weighted average shares outstanding - basic 18.2 18.6 18.6

1 unchanged sentence

Weighted average shares outstanding - diluted 18.2 18.6 18.7

Basic earnings per share $ 1.40 $ 3.04 $ 6.21

Diluted earnings per share $ 1.40 $ 3.03 $ 6.15

Basic earnings (loss) per share $ ( 3.40 ) $ 1.40 $ 3.04

Diluted earnings (loss) per share $ ( 3.40 ) $ 1.40 $ 3.03

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 2024, 2023 and 2022, less than 0.1 million shares were excluded each year .

For 2024 and 2023, 0.1 million and no shares were excluded each year, respectively.

For 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 year ended December 31, 2025, 0.2 million shares were excluded from the calculation of diluted loss per share.

Note 12 – Capital Stock and Equity Compensation

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Our share repurchase program has no expiration date and may be suspended or discontinued at any time without notice.

There were 0.2 million shares repurchased for a total value of $ 19.8 million in 2024, using cash from operations and cash on hand.

In 2025, we purchased 738,145 shares for a total value of $ 52.4 million.

There were 188,438 shares repurchased for a total value of $ 19.8 million in 2024, using cash from operations and cash on hand.

There were no shares repurchased in 2023.

There were 0.2 million shares repurchased for a total value of $ 25.0 million in 2022, using cash from operations and cash on hand.

As of December 31, 2025, $ 51.8 million remained available to purchase under our share repurchase program.

(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

March 1, 2024 to March 31, 2024 1,500 $ 109.92 1,500 $ 23.8

April 1, 2024 to April 30, 2024 70,893 $ 108.79 70,893 $ 116.2

December 1, 2024 to December 31, 2024 116,045 $ 103.58 116,045 $ 104.2

Equity Compensation

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We account for forfeitures as they occur.

Below were the assumptions used in the Monte Carlo calculation for each material award granted in 2024 and 2023:

As of December 31, 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.

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.

Below were the assumptions used in the Monte Carlo calculation for each award granted in 2025 and 2024:

February 26, 2025 February 19, 2024 February 13, 2024

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

The performance-based restricted stock units with a performance condition have one measurement criterion:

2025 net revenue.

The fair value of these awards was determined based on the fair value of the underlying stock price at the grant date with no compensation expense being recognized in 2025 as the performance condition was not probable.

We account for forfeitures as they occur.

A summary of activity of the outstanding performance-based restricted stock units for 2025, 2024 and 2023 is presented below:

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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.

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The fair value of the award is determined by the market value of the underlying stock price at 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 deferred stock units for 2025, 2024 and 2023 is presented below:

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We believe 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.

Our CODM is the interim 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.

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Manufacturing footprint consolidation $ 14.0 $ 12.2 $ —

R&D facility exit 1.4 — —

Global workforce reduction 3.1 2.3 8.8

Executive leadership transition 6.2 — —

R&D facility exit — 1.4 —

Facility consolidations 0.1 0.3 8.1

Manufacturing footprint optimization — — 1.1

Total restructuring charges 23.4 16.2 16.9

Impairment charges

Goodwill and intangible assets impairments 71.8 — —

Lease impairment 1.9 — —

Fixed assets impairment charges — 7.9 —

Other impairment charges — — 17.9

Total impairment charges 73.7 7.9 —

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Restructuring Charges - Manufacturing Footprint Consolidation

On June 6, 2024, we announced our intent to consolidate our high frequency circuit material manufacturing operations, impacting our Evergem, Belgium facility.

We anticipate the plan to be completed in the second half of 2025.

The plan is expected to significantly reduce our manufacturing costs and operating expenses.

We estimate this will improve operating income between $ 7.0 million and $ 9.0 million annually.

We expect to incur approximately $ 22.0 million to $ 28.0 million in pre-tax restructuring charges related to this plan, the majority of which are expected to be in the form of cash-based expenditures related to employee severance and other termination benefits.

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

The restructuring may be considered by the Belgian authorities to be an exit of a business, which could subject Rogers to an additional charge in 2025 incurred at the time of exit.

In June 2024, we announced our intent to consolidate our high frequency circuit material manufacturing operations, impacting our Evergem, Belgium facility.

The consolidation was substantially completed in the second half of 2025 and resulted in a significant reduction in manufacturing costs and operating expenses.

In July 2025, we announced our intention to implement initiatives to reduce costs in the curamik ® business under 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.

During the year ended December 31, 2025, we recognized $ 8.6 million in restructuring charges related to the manufacturing footprint consolidation in Belgium.

This was comprised of $ 6.0 million of cash-based expenditures in the form of severance and other termination benefits and $ 1.4 million of non-cash expenditures in the form of accelerated depreciation.

The remaining charges of $ 1.2 million was related to fixed asset and inventory relocation, and other miscellaneous closure costs.

We incurred $ 12.2 million of restructuring charges related to this plan as of December 31, 2024, of which $ 9.7 million were cash-based expenditures in the form of severance and other termination benefits and $ 2.3 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 as of December 31, 2024:

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

During the year ended December 31, 2025, we recognized $ 5.4 million in restructuring charges related to the manufacturing footprint consolidation in our curamik ® business, all of which relates to severance and termination benefits.

We expect to record expenses in the range of $ 12.0 million to $ 20.0 million comprised of severance costs, property, plant and equipment relocation and reinstallation costs, consulting fees and other miscellaneous cash costs associated with our manufacturing footprint consolidation in our curamik ® business.

Restructuring Charges - Global Workforce Reduction

In 2025, 2024, and 2023, we incurred $ 3.1 million, $ 2.3 million, and $ 8.8 million, respectively, in pre-tax restructuring charges related to ongoing efforts to reduce our manufacturing costs and operating expenses, which included certain reductions to our global workforce.

All of these pre-tax restructuring charges related to cash-based expenditures for employee 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 in November 2025.

We incurred $ 6.2 million in restructuring charges related to this transition during 2025, substantially all of which were related to 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 2025:

(Dollars in thousands) Restructuring Severance and Related Benefits

Balance as of December 31, 2024 $ 9.2

Provisions $ 20.7

Payments $ ( 21.1 )

Foreign currency translation adjustment $ 1.4

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Restructuring Charges - R&D Facility Exit

On June 13, 2024, we announced that our Burlington, Massachusetts Innovation Center facility would be closed by the end of 2024.

We incurred $ 1.4 million in pre-tax restructuring charges as of December 31, 2024, of which $ 0.6 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 - Global Workforce Reduction

In November 2024, we announced a plan to reduce our global workforce that was substantially completed in the fourth quarter of 2024.

We incurred $ 2.3 million in pre-tax restructuring charges related to this plan, all of which were cash-based expenditures in the form of employee severance and other termination benefits.

In February 2023, we announced a plan to reduce our global workforce that was completed in late 2023.

The plan significantly reduced our manufacturing costs and operating expenses.

We incurred $ 8.8 million in pre-tax restructuring charges related to this plan, all of which were cash-based expenditures in the form of employee severance and other termination benefits.

In June 2024, we announced that our Burlington, Massachusetts Innovation Center facility would be closed by the end of 2024.

We incurred $ 1.4 million in pre-tax restructuring charges for the year ended December 31, 2024, of which $ 0.6 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 plan significantly reduced our manufacturing costs and operating expenses.

We incurred $ 8.3 million in pre-tax restructuring charges to-date related to these facility consolidations, of which $ 0.3 million was incurred in 2024 while $ 8.1 million was incurred in 2023, the majority of which were non-cash expenditures in the form of accelerated depreciation.

As part of our facility consolidations plan, in February 2023, we entered into an asset purchase agreement to sell our high-performance engineered cellular elastomer business in our EMS operating segment for a purchase price of $ 1.8 million.

The first phase of the deal, which pertained to the net assets other than the land and building, was completed in late March 2023, while the second phase, which pertained to the sale of the land and building, was completed in early September 2023.

We incurred $ 8.5 million in pre-tax restructuring charges to-date related to these facility consolidations, of which $ 0.1 million was incurred in 2025, $ 0.3 million in 2024, and $ 8.1 million in 2023, the majority of which were non-cash expenditures in the form of accelerated depreciation.

As part of our facility consolidations plan, we entered into an asset purchase agreement in February 2023 to sell our high-performance engineered cellular elastomer business in our EMS operating segment for a purchase price of $ 1.8 million.

The first phase of the deal, which pertained to the net assets other than the land and building, was completed in March 2023, while the second phase, which pertained to the sale of the land and building, was completed in September 2023.

Of the $ 1.8 million purchase price, $ 1.0 million and $ 0.8 million were allocated to the first and second phases of the deal, respectively.

The first phase of the deal included $ 3.7 million in assets and $ 3.1 million in liabilities.

The assets were primarily comprised of accounts receivable, contract assets and inventories, while the liabilities were primarily comprised of accounts payable and other accrued liabilities, along with the previously recognized accrual against the net assets of the business based on the estimated fair value of the business in December 2022.

We incurred $ 1.2 million of selling costs in 2023, which were recorded in “Selling, general and administrative expenses” in our consolidated statements of operations.

As of December 31, 2024, and as of December 31, 2023, we included $ 13.1 million of assets held for sale within the “Other current assets” financial statement line item of our consolidated statements of financial position, representing the land and building at our Price Road facility in Chandler, Arizona.

We expect the sale of this facility to be completed in early 2025.

In September 2023, we entered into an agreement to sell one of our Suzhou, China facilities, which had a carrying value of $ 3.0 million, for $ 6.8 million resulting in a pre-tax gain of $ 1.9 million, inclusive of selling and disposal costs.

The sale was completed in December 2023.

The net impact of this transaction was recorded in the “Other operating (income) expense, net” line item in the consolidated statements of operations.

Restructuring Charges - Manufacturing Footprint Optimization

During the third quarter of 2020, we commenced manufacturing footprint optimization plans involving certain Europe and Asia manufacturing locations, primarily impacting our AES operating segment, in order to achieve greater cost competitiveness as well as align capacity with end market demand.

The majority of the restructuring activities were completed in the first half of 2021.

We incurred restructuring charges and related expenses of $ 1.1 million in 2022.

Impairment Charges

We recognized $ 7.9 million and $ 65.1 million of impairment charges in 2024 and 2022, respectively.

The impairment charges in 2022 primarily related to certain AES operating segment equipment-in-process in the U.S.

as well as certain EMS operating segment intangible assets and fixed assets related to our high-performance engineered cellular elastomer business in the U.S.

The impairment of the equipment-in-process in our AES operating segment was triggered by our decision in November 2022 to exit the Price Road facility in Arizona.

As of December 31, 2024, we included $ 13.1 million of assets held for sale within the “Other current assets” financial statement line item of our consolidated statements of financial position, representing the land and building at our Price Road facility in Chandler, Arizona.

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

Goodwill and Intangible Asset Impairment Charge

In the second quarter of 2025, we determined the $ 67.3 million of goodwill attributable to our curamik ® reporting unit and the $ 4.5 million indefinite-lived intangible asset attributable to our curamik ® reporting unit were both impaired.

For additional information, refer to “Note 7 – Goodwill and Intangible Assets .”

Lease Impairment Charge

We recognized $ 1.9 million of impairment charges in 2025 related to our facility lease in Mexico.

For additional information, refer to “Note 6 – Leases.”

ERP Impairment Charges

We recognized $ 7.9 million of impairment charges in 2024.

The impairment charges in 2024 were primarily related to our new ERP system still in development.

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(Dollars in millions) 2025 2024 2023

Inventory charges $ — $ — $ 0.2

Professional services — 0.9 1.4

Lease obligations — — 0.4

Compensation & benefits — — 2.4

Other — — ( 0.2 )

Insurance recoveries — ( 31.4 ) ( 6.6 )

Total UTIS fire — ( 30.5 ) ( 2.4 )

Regulatory termination fee, net — — ( 142.1 )

UTIS fire — — ( 30.5 )

Loss (gain) on sale or disposal of property, plant and equipment — 0.1 ( 2.6 )

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however, there was extensive damage to the manufacturing site and some damage to nearby property.

Commercial production at a new location in Siheung, South Korea commenced in late-January 2023.

In 2023, in connection with the UTIS fire, we recognized insurance recoveries of $ 31.4 million related to our business interruption and property damage insurance claims and incurred $ 0.9 million for various professional services.

In 2022, in connection with the UTIS fire, we recognized insurance recoveries of $ 6.6 million related to our ongoing insurance claim for property damage and compensation and benefits of hourly employees, incurred $ 1.4 million for various professional services and incurred $ 2.4 million for compensation and benefits for UTIS manufacturing employees subsequent to the fire.

In 2022, we recognized income from a regulatory termination fee of $ 142.1 million, which was net of an incurred transaction-related fee.

For additional information, refer to “Note 16 – Mergers and Acquisitions.”

In 2023, in connection with the UTIS fire, we recognized other operating income of $ 30.5 million, primarily from insurance recoveries.

Other Income (Expense), Net

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Total other income (expense), net $ ( 0.9 ) $ 8.8 $ ( 0.7 )

Interest Expense, Net

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

Interest Income (Expense), Net

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

(Dollars in millions) 2025 2024 2023

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Other ( 0.4 ) ( 0.1 ) ( 0.2 )

Total interest expense, net $ 0.8 $ 10.1 $ 9.5

Total interest income (expense), net $ 0.8 $ ( 0.8 ) $ ( 10.1 )

Note 15 – Income Taxes

The “Income before income tax expense” line item in the consolidated statements of operations consisted of:

The “Income (loss) before income tax expense” line item in the consolidated statements of operations consisted of:

(Dollars in millions) 2025 2024 2023

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Total $ ( 45.1 ) $ 34.3 $ 76.3

The “Income tax expense” line item in the consolidated statements of operations consisted of:

The “Income tax expense (benefit)” line item in the consolidated statements of operations consisted of:

(Dollars in millions) Current Deferred Total

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Total $ 23.3 $ ( 3.6 ) $ 19.7

The “Income taxes paid, net of refunds” line in the consolidated statements of cash flows consisted of:

(Dollars in millions) 2025

Income Taxes Paid

Federal $ 0.2

United Kingdom 4.2

Other ( 0.1 )

Foreign total $ 19.2

Total taxes paid $ 20.8

(1) No individually significant states

Deferred tax assets and liabilities as of December 31, 2025 and 2024, were comprised of the following:

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Total deferred tax liabilities 36.2 31.7

Net deferred tax asset (liability) $ 43.5 $ 26.8

As of December 31, 2024, we had state net operating loss carryforwards totaling $ 13.2 million in various state taxing jurisdictions, which expire between 2025 and 2044, and approximately $ 3.8 million of state research credit carryforwards, which will expire between 2025 and 2041.

We also had a $ 1.7 million federal R&D credit carryforward that will expire in 2043.

Net deferred tax asset $ 49.3 $ 43.5

As of December 31, 2025, we had state net operating loss carryforwards totaling $ 12.7 million in various state taxing jurisdictions, which expire between 2026 and 2044, and approximately $ 4.9 million of state research credit carryforwards ($ 3.9 million net of the federal tax benefit), which will expire between 2026 and 2040.

We also had a $ 3.2 million federal research and development (R&D) credit carryforward that will begin to expire in 2043.

These tax credit carryforwards are contained in the “Tax credit carryforwards” line item in the deferred tax asset table above.

We believe that it is more likely than not that the benefit from certain of the state net operating losses and state R&D credits carryforwards will not be realized.

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Germany losses totaled $ 39.6 million and can be carried forward indefinitely.

We believe it is more likely than not that these losses will not be utilized, and have provided a valuation allowance for all Germany net operating loss carryforwards.

Luxembourg losses totaled $ 33.1 million, of which $ 5.8 million will expire between 2034 and 2040, and the rest will be carried forward indefinitely.

We believe it is more likely than not that these losses will expire unused, and have provided a valuation allowance for all Luxembourg net operating loss carryforwards.

We believe it is more likely than not that these losses will expire unused, and have provided a valuation allowance for all

Luxembourg net operating loss carryforwards.

China losses totaled $ 11.2 million, which expire between 2029 and 2030.

We believe it is more likely than not that some of these losses will expire unused, and have provided a valuation allowance for a portion of China net operating loss carryforwards.

South Korea losses totaled $ 4.5 million, which expire between 2036 and 2040.

We had a valuation allowance of $ 12.5 million as of December 31, 2024 and $ 11.4 million as of December 31, 2023, against certain deferred tax assets, primarily carryforwards expected to expire unused and deferred tax assets that are capital in nature.

We had a valuation allowance of $ 22.4 million as of December 31, 2025, $ 12.5 million as of December 31, 2024 against certain deferred tax assets, primarily carryforwards expected to expire unused and deferred tax assets that are capital in nature.

No valuation allowance has been provided on our other deferred tax assets, as we believe it is more likely than not that all such assets will be realized in the applicable jurisdictions.

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Tax expense at Federal statutory income tax rate $ ( 9.5 ) 21.0 %

State tax, net of federal (1)

( 2.0 ) 4.4 %

Foreign tax effects:

Statutory tax rate difference between China and United States 1.2 ( 2.7 ) %

Taxable currency fluctuations ( 0.9 ) 2.0 %

Withholding taxes 5.2 ( 11.5 ) %

Deferred tax adjustment 1.6 ( 3.5 ) %

Other items ( 0.6 ) 1.3 %

Income not taxed under local laws ( 2.3 ) 5.1 %

Other items 0.3 ( 0.7 ) %

Statutory tax rate difference between Germany and United States ( 0.5 ) 1.1 %

Non-deductible goodwill impairment 15.0 ( 33.3 ) %

Valuation allowance change 9.1 ( 20.2 ) %

Impact of rate change on deferreds 0.8 ( 1.8 ) %

Non-taxable income - transfer pricing ( 1.3 ) 2.9 %

Other items 0.3 ( 0.7 ) %

Belgium - other items 1.8 ( 4.0 ) %

Other foreign jurisdictions 1.5 ( 3.3 ) %

Effect of cross-border tax laws:

Foreign source income deduction ( 0.7 ) 1.6 %

Subpart F income, net of foreign tax credits 0.6 ( 1.3 ) %

Branch income tax in US 0.8 ( 1.8 ) %

Other foreign tax credits ( 4.7 ) 10.4 %

Nontaxable or nondeductible items:

Equity compensation 1.0 ( 2.2 ) %

Executive compensation limitation 1.0 ( 2.2 ) %

Non-deducted foreign chargebacks 1.7 ( 3.8 ) %

Deferred tax adjustment ( 0.6 ) 1.3 %

Unrecognized tax benefits ( 1.9 ) 4.2 %

Tax credits - research and development ( 0.8 ) 1.8 %

Other 0.6 ( 1.1 ) %

Income tax expense $ 16.7 ( 37.0 ) %

(1) State taxes in Arizona, Connecticut, Illinois, Massachusetts, and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category.

Our effective income tax rate for 2025 was negative 37.0 %, representing tax expense with a pre-tax book loss, compared to income tax expense of 23.9 % for 2024.

The 2025 rate change was primarily due to (i) the change in valuation allowance against deferred tax assets, and (ii) the curamik ® goodwill impairment with no related tax benefit.

In 2024 and 2023, income tax expense differed from the amount computed by applying the U.S.

federal statutory income tax rate to income before income taxes.

The reasons for this difference were as follows:

(Dollars in millions) 2024 2023

Tax expense at Federal statutory income tax rate $ 7.2 $ 16.0

Impact of foreign operations 2.8 4.0

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Income tax expense $ 8.2 $ 19.7

Our effective income tax rate for 2024 was 23.9 % compared to 25.8 % for 2023.

The 2024 rate decrease was primarily due to the (i) release of valuation allowance against certain NOLs, (ii) JV Separation which did not have a corresponding tax gain and (iii) favorable releases of uncertain tax positions, offset by (iv) increased non-deductible equity compensation.

We did not make any changes in 2025 to our position on the permanent reinvestment of our historical earnings from foreign operations.

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Included in the balance of unrecognized tax benefits as of December 31, 2025 were $ 4.9 million of tax benefits that, if recognized, would impact the effective tax rate.

We recognized interest accrued related to unrecognized tax benefit as income tax expense.

We recognized interest related to unrecognized tax benefit as income tax expense.

Related to the unrecognized tax benefits noted above, as of December 31, 2025 and 2024, we had accrued potential interest and penalties of approximately $ 1.2 million and $ 1.3 million, respectively.

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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, which was recorded in “Other income (expense), net” line item in our consolidated statements of operations.

In connection with the combined transactions, we recognized a gain of $ 7.7 million, which was recorded in the “Other income (expense), net” line item in our consolidated statements of operations.

This was comprised of a $ 2.6 million remeasurement gain on our previously owned 50 % share of RIS, a $ 2.2 million gain on our disposition of our 50 % ownership of RIC, as well as $ 1.4 million and $ 1.6 million reclassifications of historical cumulative translation adjustments for RIC and RIS, respectively, to pre-tax income, from accumulated other comprehensive income (loss).

Our 50 % ownership interests in RIS had estimated fair value of $ 5.5 million.

Our 50 % ownership interests in RIS had an estimated fair value of $ 5.5 million.

The acquisition of INOAC’s shares of RIS has been accounted for in accordance with applicable purchase accounting guidance.

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If the JV Separation Agreement had been executed and effective January 1, 2023, the $ 7.7 million gain on the transactions would have been shifted from the fourth quarter of 2024 to the first quarter of 2023, with no other significant impacts.

As of the filing date of this Annual Report on Form 10-K, the purchase accounting and purchase price allocation for the RIS acquisition transaction are considered preliminary as we continue to refine our valuation of certain acquired assets and liabilities assumed.

As of the filing date of this Annual Report on Form 10-K, the purchase accounting and purchase price allocation for the RIS acquisition transaction are considered final.

The following table represents the fair values assigned to the acquired assets and liabilities assumed in the transaction:

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Fair value of net assets acquired $ 11.0

Terminated Merger Agreement with DuPont

On November 1, 2021, we entered into a definitive merger agreement to be acquired by DuPont de Nemours, Inc.

in an all-cash transaction.

Our shareholders approved the merger agreement at a special shareholder meeting held on January 25, 2022.

Consummation of the merger was subject to various customary closing conditions, including regulatory approval by the State Administration for Market Regulation of China, and either party had the right to terminate the merger agreement if the merger had not closed on or before November 1, 2022.

As of November 1, 2022, the parties had not received regulatory approval from State Administration for Market Regulation of China and on that date, DuPont de Nemours, Inc.

issued a notice of termination of the merger agreement.

Pursuant to the terms of the merger agreement, we received a regulatory termination fee in the amount of $ 162.5 million, before taxes, and incurred a transaction-related fee of $ 20.4 million.

Note 17 - Recent Accounting Standards

Recently Adopted Standards Reflected in 2025 Financial Statements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

ASU 2023-07 enhances segment reporting under Topic 280 by expanding the breadth and frequency of segment disclosures.

This amendment will improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted ASU 2023-07 in our 2024 10-K using the retrospective approach.

Recently Issued Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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This update also includes certain other amendments to improve the effectiveness of income tax disclosures.

The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The ASU is effective for

fiscal years beginning after December 15, 2024, with early adoption permitted.

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 2025 10-K using a prospective transition method.

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

We adopted ASU 2023-09 this Annual Report on Form 10-K using the prospective approach.

Recently Issued Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

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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 will adopt ASU 2024-03 in our 2026 10-K using a prospective transition method.

We will adopt 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 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.

We are currently evaluating the potential impact of adopting this guidance on our financials, however we do not anticipate the impact to be material.

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.

(Dollars in millions) Balance at Beginning of Period Charged to (Reduction of) Costs and Expenses Taken Against Allowance Other (Deductions) Recoveries Balance at End of Period

15 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 8. Financial Statements and Supplementary Data