1 unchanged sentence
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
−Removed: We conducted, with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act, as of December 31, 2024.
−Removed: Our disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.
+Added: We conducted, with the participation of our Principal Executive Officer and Principal Financial Officer, an evaluation of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act, as of December 31, 2025.
+Added: Our disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based on their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
+Added: We are in the process of a multi-year implementation of a new global ERP system, which will replace our existing operating and financial systems.
+Added: The implementation is expected to occur in phases over the next several years.
+Added: During the first quarter of 2025, we completed the implementation of our new ERP system for one of our manufacturing sites.
+Added: The portion of the transition to the new ERP system that we have completed to date did not result in material changes in our internal control over financial reporting.
+Added: However, as the next phases of the updated processes are rolled out in connection with the ERP implementation, we will give appropriate consideration to whether these process changes necessitate changes in the design of and the testing for effectiveness of internal controls over financial reporting.
There were no changes in the Company’s internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
38 unchanged sentences
Total 359,303 481,174
−Removed: (1) Consists of 328,957 shares for restricted stock units and 11,900 shares for deferred stock units.
+Added: (1) Consists of 335,737 shares for restricted stock units (with performance-based restricted stock units counted at the maximum performance level) and 23,566 shares for deferred stock units.
+Added: (2) Consists of 23,267 shares available in the Rogers Corporation Employee Stock Purchase Plan (“ESPP”), which includes shares subject to purchase during the offering period running from December 16, 2025 through June 15, 2026 (the “Current Offering Period”).
+Added: The number of shares subject to purchase during the Current Offering Period will be determinable at the end of the offering period by dividing employees’ accumulated payroll contributions by the purchase price (85% of the lower of (i) the market price at the start of the Current Offering Period or (ii) the market price at the close of the Current Offering period), subject to certain caps contained in the ESPP.
We are incorporating by reference the information with respect to Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.
4 unchanged sentences
Exhibits, Financial Statement Schedules
−Removed: (1) Financial Statements and Schedules .
+Added: (a) (1) Financial Statements and Schedules .
The following consolidated financial statements of the Company are included in Item 8 of this Annual Report on Form 10-K:
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
Consolidated Statements of Operations
4 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: (2) Financial Statement Schedules .
+Added: (a) (2) Financial Statement Schedules .
Schedule II - Valuation and Qualifying Accounts
Other than as set forth above, schedules are omitted because they are not applicable, or are not required, or because the information is included in the consolidated financial statements and notes thereto.
−Removed: (3) Exhibits .
+Added: (a) (3) Exhibits .
The following list of exhibits includes exhibits submitted with this Annual Report on Form 10-K as filed with the SEC and those incorporated by reference to other filings.
2 unchanged sentences
4.1 Description of Capital Stock, incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K filed on February 27, 2024.
−Removed: 10.1 Form of Indemnification Agreement between the Rogers Corporation and each of its executive officers, filed herewith
+Added: 10.1 Form of Indemnification Agreement between the Rogers Corporation and each of its executive officers, incorporated by reference to Exhibit 10.1 to the Registrant's Annual Report on Form 10-K Filed on February 26, 2024.**
10.2 Form of Indemnification Agreement between the Rogers Corporation and each of its directors, incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K on December 14, 2004.**
3 unchanged sentences
10.6 Rogers Corporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 26, 2014.**
−Removed: 10.7 Rogers Corporation Executive Severance Plan, filed herewith.
+Added: 10.7 Rogers Corporation Executive Severance Plan, incorporated by reference to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K Filed on February 26, 2024.**
10.8 Form of Participation Agreement for the Company’s U.S.-based named executive officers under the Rogers Corporation Severance Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 13, 2019.**
10.9 Form of Director Deferred Stock Unit Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.20 to the Registrant's Annual Report on Form 10-K Filed on February 21, 2020.
−Removed: 10.10 Form of Director Deferred Stock Unit Award Agreement under the 2019 Plan, filed herewith.
+Added: 10.10 Form of Director Deferred Stock Unit Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K Filed on February 26, 2024.**
10.11 Form of 2019 Long-Term Equity Compensation Plan Time-Based Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 20.26 to the Registrant's Annual Report on Form 10-K filed on February 22, 2022
1 unchanged sentence
10.13 Fifth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on March 29, 2023.
−Removed: 10.14 Letter Agreement between the Company and Ramakumar Maya mpurath, dated May 1, 202 1, incorporated by reference to Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q filed on November 8, 20 21.**
−Removed: 10.15 Letter Agreement between the Company and Larry Schmid, dated January 10, 2023, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on April 26, 2024.**
10.14 Letter Agreement between the Company and Jessica Morton, dated January 30, 2023, incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on April 26, 2024.**
10.15 Letter Agreement between the Company and Michael Reed Webb, dated April 6, 2023, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on April 26,2024.**
−Removed: 10.18 Letter Agreement between the Company and Laura Russell, dated August 12, 2024, inc orporated by reference to Exhibit 10.1 to the Registrant ’ s Current Repo rt on Form 8-K filed on August 12, 2024.**
+Added: 10.16 Letter Agreement between the Company and Laura Russell, dated August 12, 2024, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 12, 2024.**
10.17 Letter Agreement between the Company and Laura Russell, dated December 10, 2024, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K Filed on December 10, 2024.
−Removed: 10.20 Annual Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8- K filed on December 4, 2024.**
−Removed: 10.21 Non-Employee Director Compensation P olicy, filed herewith.
−Removed: 19 Insider Trading Policy , fi led here w i th.
+Added: 10.18 Letter Agreement between the Company and Ali El-Haj, dated July 12, 2025, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K Filed on July 14, 2025.
+Added: 10.19 Annual Incentive Compensation Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on October 30, 2025.**
+Added: 10.20 Non-Employee Director Compensation Policy, incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K Filed on February 26, 2024.**
+Added: 19 Insider Trading Policy , filed herewith.
21 Subsidiaries of the Registrant, filed herewith.
4 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
−Removed: 97.1 Rogers Corporation Compensation Recovery Policy, incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K filed on February 27, 2024.
+Added: 97.1 Rogers Corporation Compensation Recovery Policy, filed herewith.
101 The following materials from Rogers Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language):
(i) Consolidated Statements of Operations for the fiscal years ended December 31, 2025, 2024 and 2023;
−Removed: (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2024, 2023 and 2022;
+Added: (ii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 31, 2025, 2024 and 2023;
(iii) Consolidated Statements of Financial Position for the fiscal years ended December 31, 2025 and 2024;
8 unchanged sentences
ROGERS CORPORATION
−Removed: Colin Gouveia
−Removed: Colin Gouveia
−Removed: President and Chief Executive Officer
+Added: /s/ Ali El-Haj
+Added: Interim President and Chief Executive Officer
Principal Executive Officer
1 unchanged sentence
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 19, 2026, by the following persons on behalf of the Registrant and in the capacities indicated.
−Removed: Colin Gouveia /s/ Jeffrey J.
−Removed: Colin Gouveia
−Removed: President and Chief Executive Officer
+Added: /s/ Ali El-Haj /s/ Jeffrey J.
+Added: Interim President and Chief Executive Officer
Principal Executive Officer
7 unchanged sentences
Wallace /s/ Anne K.
−Removed: Costello /s/ Armand F.
+Added: /s/ Armand F.
/s/ Woon Keat Moh
1 unchanged sentence
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.