What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2025-10-30 · 167 added, 347 removed, 469 unchanged (52% of the section changed)

3 unchanged sentences

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Net sales $ 200.5 $ 190.5

6 unchanged sentences

Operating income (loss) 10.7 ( 0.3 )

Equity income in unconsolidated joint ventures — 0.4 — 1.2

Other income (expense), net 0.3 ( 1.6 )

Interest income (expense), net 0.2 — 0.9 ( 1.0 )

Interest income, net 0.3 0.3

Income (loss) before income taxes 11.3 ( 1.6 )

10 unchanged sentences

(Dollars in millions)

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Net income (loss) $ 4.5 $ ( 1.4 )

Foreign currency translation adjustment ( 8.0 ) 17.6

Pension and other postretirement benefits:

Pension and other post-retirement benefits:

Amortization of loss, net of tax (Note 2) 0.1 0.1

5 unchanged sentences

(Dollars and shares in millions, except par value )

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets

6 unchanged sentences

Total current assets 511.4 500.0

Property, plant and equipment, net of accumulated depreciation of $ 428.1 and $ 390.8

Property, plant and equipment, net 363.9 372.4

Operating lease right-of-use assets 18.5 19.2

Goodwill 301.2 303.4

Other intangible assets, net of amortization 102.1 110.3

Intangible assets, net of accumulated amortization 95.8 99.3

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

30 unchanged sentences

(Dollars and shares in millions)

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Capital Stock

Balance, beginning of period $ 17.8 $ 18.5

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

Shares issued for employee stock purchase plan — — — —

Shares repurchased ( 0.2 ) — ( 0.6 ) ( 0.1 )

Balance, end of period 17.8 18.5

2 unchanged sentences

Shares issued for vested restricted stock units, net of shares withheld for taxes ( 1.3 ) ( 1.2 )

Shares issued for employee stock purchase plan — — 0.7 0.9

Equity compensation expense 1.7 3.6

Shares repurchased ( 9.8 ) — ( 37.5 ) ( 7.8 )

Excise tax on repurchased shares ( 0.1 ) — ( 0.5 ) —

Balance, end of period 106.1 149.7

12 unchanged sentences

(Dollars in millions)

Nine Months Ended

September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Operating Activities:

4 unchanged sentences

Deferred income taxes ( 0.8 ) ( 4.6 )

Equity in undistributed income of unconsolidated joint ventures — ( 1.2 )

Dividends received from unconsolidated joint ventures — 2.5

Impairment charges 0.2 —

Other non-cash charges, net 1.2 0.5

Changes in assets and liabilities:

Accounts receivable ( 12.6 ) ( 1.9 )

Proceeds from insurance related to operations — 4.1

Contract assets 1.6 ( 0.6 )

9 unchanged sentences

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

Net cash used in investing activities ( 11.2 ) ( 40.7 )

Net cash provided by (used in) investing activities ( 4.5 ) 3.9

Financing Activities:

Repayment of debt principal and finance lease obligations ( 1.2 ) ( 30.3 )

Payments of finance lease obligations ( 0.3 ) ( 0.4 )

Payments of taxes related to net share settlement of equity awards ( 1.3 ) ( 1.2 )

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

Share repurchases ( 38.1 ) ( 7.9 )

Net cash used in financing activities ( 1.6 ) ( 1.6 )

Effect of exchange rate fluctuations on cash ( 0.9 ) 1.8

Net increase in cash and cash equivalents 8.0 14.7

Net increase (decrease) in cash and cash equivalents ( 1.2 ) 15.8

Cash and cash equivalents at beginning of period 197.0 159.8

15 unchanged sentences

In our opinion, the accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for their fair presentation in accordance with U.S.

All significant intercompany balances and transactions have been eliminated.

All intercompany balances and transactions have been eliminated.

Interim results are not necessarily indicative of results for a full year.

For further information regarding our accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Note 2 – Accumulated Other Comprehensive Loss

2 unchanged sentences

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

Other comprehensive income (loss) before reclassifications 47.9 — 47.9

Other comprehensive loss before reclassifications ( 8.0 ) — ( 8.0 )

Amounts reclassified from accumulated other comprehensive loss — 0.1 0.1

Other comprehensive income (loss) ( 8.0 ) 0.1 ( 7.9 )

Balance as of September 30, 2025 $ ( 38.8 ) $ ( 8.4 ) $ ( 47.2 )

Balance as of March 31, 2026 $ ( 47.5 ) $ ( 7.5 ) $ ( 55.0 )

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

Other comprehensive income (loss) before reclassifications 10.9 — 10.9

Other comprehensive income before reclassifications 17.6 — 17.6

Amounts reclassified from accumulated other comprehensive loss — 0.1 0.1

Other comprehensive income (loss) 10.9 0.3 11.2

Balance as of September 30, 2024 $ ( 45.9 ) $ ( 9.3 ) $ ( 55.2 )

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

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

Other comprehensive income 17.6 0.1 17.7

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

(1) Net of taxes of $ 1.2 million as of March 31, 2026 and December 31, 2025.

Net of taxes of $ 1.5 million as of March 31, 2025 and December 31, 2024.

Note 3 – Derivatives and Hedging

5 unchanged sentences

The time value valuation model incorporates changes in the price of the underlying copper derivative instrument, the time value of money, the underlying copper derivative instrument’s strike price and the remaining time to the underlying copper derivative instrument’s expiration date from the period end date.

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

As of March 31, 2026, we did not have any derivative contracts that qualified for hedge accounting treatment.

Foreign Currency

During the three and nine months ended September 30, 2025, we entered into U.S.

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

During the three months ended March 31, 2026, we entered into U.S.

dollar and euro forward contracts.

We entered into these foreign currency forward contracts to mitigate certain global transactional exposures.

These contracts do not qualify for hedge accounting treatment.

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

As of September 30, 2025, the notional values of the remaining foreign currency forward contracts were as follows:

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

As of March 31, 2026, the notional values of the remaining foreign currency forward contracts were as follows:

(Amounts in millions)

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

USD/CNH October 31, 2025 $ 49.1 / ¥ 350.0

EUR/USD October 31, 2025 € 11.1 / $ 13.0

KRW/USD October 31, 2025 ₩ 2,959.1 / $ 2.1

USD/GBP October 31, 2025 $ 8.6 / £ 6.4

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

USD/CNY May 7, 2026 $ 50.8 / ¥ 352.0

EUR/USD May 4, 2026 € 16.5 / $ 19.0

As of March 31, 2026, we had 12 outstanding contracts to hedge exposure related to the commodity price of copper in our AES operating and reportable segment.

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

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

As of March 31, 2026, the volume of our copper contracts outstanding was as follows:

(Volume in ones, notional in millions)

Contract Period Volume Notional Amount

October 2025 - December 2025 69 metric tons per month

January 2026 - March 2026 69 metric tons per month

April 2026 - June 2026 69 metric tons per month

July 2026 - September 2026 69 metric tons per month

October 2026 - December 2026 69 metric tons per month

January 2027 - March 2027 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:

Three Months Ended

(Dollars in millions) Financial Statement Line Item March 31, 2026 March 31, 2025

Foreign Currency Contracts

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

Note 4 - Balance Sheet Items

1 unchanged sentence

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

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

(Dollars in millions) March 31, 2026 December 31, 2025

Accounts receivable - trade $ 131.6 $ 121.2

6 unchanged sentences

The unbilled revenue is included in the “Contract assets” line item in the condensed consolidated statements of financial position.

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

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

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

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

We did not have any contract liabilities as of March 31, 2026 or December 31, 2025.

No impairment losses were recognized in either of the three-month periods ended March 31, 2026 or March 31, 2025 on any contract assets arising from our contracts with customers.

Our contract assets by operating segment as of March 31, 2026 and December 31, 2025 were as follows:

(Dollars in millions) March 31, 2026 December 31, 2025

Advanced Electronics Solutions $ 22.2 $ 24.0

3 unchanged sentences

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

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

(Dollars in millions) March 31, 2026 December 31, 2025

Raw materials $ 54.9 $ 51.9

4 unchanged sentences

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

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

(Dollars in millions) March 31, 2026 December 31, 2025

Accounts payable - trade $ 52.0 $ 41.3

4 unchanged sentences

We have finance leases primarily related to manufacturing equipment.

Noncash activities involving finance lease right-of-use assets obtained in exchange for lease liabilities were nil and $ 0.1 million for the three months ended September 30, 2025 and 2024, respectively.

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

Noncash activities involving finance lease right-of-use assets obtained in exchange for lease liabilities were nil and $ 8.1 million for the three months ended March 31, 2026 and 2025, respectively.

Our expenses and payments for finance leases were as follows:

Three Months Ended Nine Months Ended

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

Three Months Ended

(Dollars in millions) March 31, 2026 March 31, 2025

Amortization expense of finance lease right-of-use assets $ 0.4 $ 0.3

3 unchanged sentences

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

Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities were $ 0.2 million and $ 5.6 million for the three months ended September 30, 2025 and 2024, respectively.

Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities were $ 0.6 million and $ 5.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities were $ 0.6 million and $ 0.2 million for the three months ended March 31, 2026 and 2025, respectively.

Our expenses and payments for operating leases were as follows:

Three Months Ended Nine Months Ended

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

Three Months Ended

(Dollars in millions) March 31, 2026 March 31, 2025

Operating leases expense $ 1.3 $ 1.5

1 unchanged sentence

Payments on operating lease obligations $ 1.2 $ 1.1

Lease Balances in Statements of Financial Position

Lease Balances in the Statements of Financial Position

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

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

(Dollars in millions) Financial Statement Line Item March 31, 2026 December 31, 2025

Finance lease right-of-use assets Property, plant and equipment, net $ 8.1 $ 8.6

7 unchanged sentences

Net Future Minimum Lease Payments

The following table includes future minimum lease payments under finance and operating leases together with the present value of the net future minimum lease payments as of September 30, 2025:

The following table includes future minimum lease payments under finance and operating leases together with the present value of the net future minimum lease payments as of March 31, 2026:

Finance Operating

(Dollars in millions) Leases Signed Less:

Leases Not Yet Commenced Leases in Effect Leases Signed Less:

(Dollars in millions) Leases in Effect Leases Signed Less:

Leases Not Yet Commenced Leases in Effect

7 unchanged sentences

Interest ( 1.3 ) ( 4.7 ) — ( 4.7 )

Present Value of Net Future Minimum Lease Payments $ 9.1 $ — $ 9.1 $ 23.0 $ — $ 23.0

Present Value of Future Minimum Lease Payments $ 8.3 $ 21.6 $ ( 0.1 ) $ 21.5

There were no executed finance leases with future commencement dates as of March 31, 2026.

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:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Weighted Average Remaining Lease Term

4 unchanged sentences

Operating leases 5.50 % 5.55 %

Note 6 – Goodwill and Other Intangible Assets

Note 6 – Goodwill and Intangible Assets

The changes in the net carrying amount of goodwill by operating segment were as follows:

1 unchanged sentence

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

Impairment ( 67.3 ) — — ( 67.3 )

Foreign currency translation adjustment — ( 2.2 ) — ( 2.2 )

September 30, 2025 $ 51.7 $ 249.6 $ 2.2 $ 303.5

Other Intangible Assets

The carrying amount of other intangible assets were as follows:

September 30, 2025 December 31, 2024

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

March 31, 2026 $ 51.7 $ 247.3 $ 2.2 $ 301.2

Intangible Assets

The carrying amount of intangible assets were as follows:

March 31, 2026 December 31, 2025

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

Customer relationships $ 179.8 $ 106.9 $ 72.9 $ 180.9 $ — $ 105.6 $ 75.3

1 unchanged sentence

Trademarks and trade names 19.8 8.4 11.4 20.1 — 8.3 11.8

Total definite-lived other intangible assets 280.5 — 178.4 102.1 270.6 164.4 106.2

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

Total other intangible assets $ 285.0 $ 4.5 $ 178.4 $ 102.1 $ 274.7 $ 164.4 $ 110.3

Total definite-lived intangible assets 278.3 182.5 95.8 280.4 — 181.1 99.3

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

Total intangible assets $ 278.3 $ 182.5 $ 95.8 $ 284.9 $ 4.5 $ 181.1 $ 99.3

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

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

Three Months Ended Nine Months Ended

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

The amortization expense related to intangible assets was as follows:

Three Months Ended

(Dollars in millions) March 31, 2026 March 31, 2025

Amortization expense $ 2.7 $ 2.7

1 unchanged sentence

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

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

The weighted average amortization period as of March 31, 2026, by intangible asset class, is presented in the table below:

Weighted Average Remaining Amortization Period

2 unchanged sentences

Trademarks and trade names 8.5 years

Total definite-lived other intangible assets 6.5 years

Goodwill & Other Intangible Assets Impairments

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

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

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

As a result, during the second quarter of 2025, we recorded non-cash impairment charges to our curamik ® reporting unit’s goodwill and indefinite-lived other intangible asset of $ 67.3 million and $ 4.5 million, respectively, which represents full impairments of each.

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

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

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

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

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

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

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

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

No interim triggering events were identified for our other reporting units, and therefore, interim impairment assessments were considered unnecessary.

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

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

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

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

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

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

As a result, no impairment charges to our curamik ® reporting unit’s long-lived assets have been recognized.

Total intangible assets 6.3 years

Note 7 – Postretirement Benefit Plans

As of September 30, 2025, we had one qualified noncontributory defined benefit pension plan, the Union Plan, which was frozen and ceased accruing benefits in 2013.

As of March 31, 2026, we had one qualified noncontributory defined benefit pension plan, the Union Plan, which was frozen and ceased accruing benefits in 2013.

The measurement date is December 31 st for each respective plan year.

3 unchanged sentences

The deferred compensation plan is funded through a rabbi trust, which is ultimately invested in accordance with each plan participants’ selections from pre-approved funds.

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

As of March 31, 2026 and December 31, 2025, our deferred compensation plan primarily consisted of marketable securities, which includes mutual funds and fixed income funds.

Marketable securities are recorded at fair value.

1 unchanged sentence

The following table summarizes, by major security type, our marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:

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

Fair Value of Deferred Compensation Plan as of March 31, 2026

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

12 unchanged sentences

Note 8 – Revolving Credit Facility

On March 24, 2023, we entered into a Fifth Amended Credit Agreement which amended and restated 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).

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 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.

These assets include, but are not limited to, receivables, equipment, intellectual property, inventory, and stock in certain subsidiaries.

Borrowings under the Fifth Amended Credit Agreement bear interest based on one of two options.

Alternate base rate loans will bear interest at a rate that includes a base reference rate plus a spread of 62.5 to 100.0 basis points, depending on our leverage ratio.

The base reference rate will be the greater of the (1) prime rate, (2) federal funds effective rate plus 50 basis points, and (3) one-month Term SOFR plus 110.0 basis points.

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

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

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

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

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

We are permitted to net up to $ 50.0 million of unrestricted domestic cash and cash equivalents in the calculation of the total net leverage ratio.

The Fifth Amended Credit Agreement generally permits us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our total net leverage ratio does not exceed 2.75 to 1.00.

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

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

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

Three Months Ended Nine Months Ended

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

Discretionary principal payments $ — $ — $ — $ 30.0

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

We had $ 1.2 million and $ 1.6 million of outstanding line of credit issuance costs as of September 30, 2025 and December 31, 2024, respectively, which will be amortized over the life of the Fifth Amended Credit Agreement.

On March 24, 2023, the Company entered into a Fifth Amended and Restated Credit Agreement that provides for a $ 450.0 million revolving credit facility, with an expansion feature of up to $ 225.0 million, and which matures on March 24, 2028.

The material terms of the Fifth Amended and Restated Credit Agreement are described in Note 9 to the consolidated financial statements included in the Company’s Annual Report.

There have been no material changes to the terms of the Credit Agreement during the three months ended March 31, 2026.

As of March 31, 2026 and December 31, 2025, the Company had no borrowings outstanding under the revolving credit facility and was in compliance with all financial and non‑financial covenants.

Note 9 – Commitments and Contingencies

9 unchanged sentences

The indemnity and defense costs of our asbestos-related product liability litigation to date have been substantially covered by insurance.

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

The following table summarizes the change in number of asbestos claims outstanding for the three months ended March 31, 2026:

Asbestos Claims

3 unchanged sentences

Pending claims settled ( 6 )

Claims outstanding as of September 30, 2025

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

(Dollars in millions) September 30, 2025

Settlements $ 1.5

Claims outstanding as of March 31, 2026

The total indemnity settlements for asbestos claims were immaterial as of March 31, 2026.

Impact on Financial Statements

7 unchanged sentences

The cost sharing agreement may be terminated by any party, but will continue until a party elects to terminate it.

As of the filing date for this report, the agreement has not been terminated, and no carrier had informed us that it intends to terminate the agreement.

As of the filing date for this report, the agreement has not been terminated, and no carrier has informed us that it intends to terminate the agreement.

We expect to continue to exhaust individual primary, excess and umbrella coverages over time, and there is no assurance that such exhaustion will not accelerate due to additional claims, damages and settlements or that coverage will be available as expected.

The amounts recorded for the asbestos-related liability and the related insurance recoverables are based on facts known at the time and a number of assumptions.

However, projecting future events, such as the number of new claims to be filed each year, the average cost of disposing of such claims, the length of time it takes to dispose of such claims, coverage issues among insurers and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the U.S., could cause the actual liability and insurance recoveries for us to be higher or lower than those

projected or recorded.

The full extent of our financial exposure to asbestos-related litigation remains very difficult to estimate and could include both compensatory and punitive damage awards.

1 unchanged sentence

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

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

(Dollars in millions) March 31, 2026 December 31, 2025

Asbestos-related liabilities $ 57.3 $ 57.4

5 unchanged sentences

Remediation activities on the site are ongoing and are recorded as reductions to the accrual as they are incurred.

We have incurred $ 2.0 million of aggregate remediation costs through September 30, 2025, substantially all of which was incurred and accrued for prior to 2023, and the accrual for future remediation efforts is $ 0.7 million.

We have incurred $ 2.0 million of aggregate remediation costs through March 31, 2026, substantially all of which was incurred and accrued for prior to 2023, and the accrual for future remediation efforts is $ 0.7 million.

Other Matters

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

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

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

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

March 31, 2026 March 31, 2025

Net income (loss) $ 4.5 $ ( 1.4 )

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Anti-dilutive shares are excluded from the calculation of diluted shares and diluted earnings per share.

For the three months ended September 30, 2025, and 2024, 0.1 million shares were excluded for both periods.

For the nine months September 30, 2024, less than 0.1 million shares were excluded.

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

For the nine months ended September 30, 2025, 0.2 million anti-dilutive shares were excluded from the calculation of diluted loss per share.

For the three months ended March 31, 2026, an immaterial number of shares were excluded from the calculation of diluted earnings per share.

For the three months ended March 31, 2025, the assumed vesting of restricted stock units had an antidilutive effect on diluted loss per share and were excluded from the calculation of diluted loss per share.

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

Note 11 – Capital Stock and Equity Compensation

Share Repurchases

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

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

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

For the three and nine months ended September 30, 2025, we purchased 137,879 shares and 563,869 shares for a total value of $ 10.0 million and $ 38.1 million, respectively, using cash from operations and cash on hand.

As of September 30, 2025, $ 66.1 million remained available to purchase under the Program.

Our stock repurchases may occur from time to time through open market purchases, privately negotiated transactions or plans designed to comply with Rule 10b5-1 promulgated under the Exchange Act.

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

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

July 1, 2025 to July 31, 2025 — $ — — $ 76.1

August 1, 2025 to August 31, 2025 137,879 $ 72.50 137,879 $ 66.1

September 1, 2025 to September 30, 2025 — $ — — $ 66.1

Equity Compensation

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The components of equity compensation expense were as follows:

Three Months Ended Nine Months Ended

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

Three Months Ended

(Dollars in millions) March 31, 2026 March 31, 2025

Performance-based restricted stock units expense $ — $ 1.8

1 unchanged sentence

Deferred stock units expense 0.3 0.1

Other — 0.2 0.3 0.4

Total equity compensation expense $ 1.7 $ 3.6

Performance-Based Restricted Stock Units

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

As of March 31, 2026, we had outstanding performance-based restricted stock units with a market condition from 2026, 2025 and 2024.

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

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The fair value of this measurement criterion was determined on the grant date using a Monte Carlo simulation valuation model.

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.

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.

We account for forfeitures as they occur.

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Expected volatility 34.7 % 34.6 % 45.6 %

Expected term (in years) 2.9 2.9 2.9

Expected term (in years) 2.9 years 2.9 years 2.9 years

Risk-free interest rate 3.44 % 3.43 % 4.28 %

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

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

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

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.

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

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

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

We account for forfeitures as they occur.

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

As of March 31, 2026, we had outstanding performance-based restricted stock units with a financial performance condition granted in 2026.

These awards are subject to a three-year performance period covering January 1, 2026 through December 31, 2028 and generally vest, if at all, following the completion of the performance period.

Employees whose employment terminates during the performance period due to death, disability, or, in certain cases, qualified retirement may be eligible to receive a pro‑rata payout based on the number of days employed during the performance period.

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

annual net sales growth, measured over the three-year performance period, with the final payout determined based on the average payout level achieved for each year.

The fair value of these awards was determined based on the market value of the Company’s common stock on the grant date, with cumulative compensation expense recognized to date adjusted based on changes in the estimated payout percentage at the end of each reporting period.

As of March 31, 2026, the performance condition was considered probable of achievement.

Accordingly, compensation expense has been recognized based on this estimated payout level.

The Company accounts for forfeitures as they occur.

A summary of activity of the outstanding performance-based restricted stock units for the three months ended March 31, 2026 is presented below:

Performance-Based

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Awards forfeited/cancelled ( 56,599 )

Awards outstanding as of September 30, 2025 117,359

Awards outstanding as of March 31, 2026 92,877

Time-Based Restricted Stock Units

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

As of March 31, 2026, we had time-based restricted stock unit awards from 2026, 2025 and 2024 outstanding.

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

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Each time-based restricted stock unit represents a right to receive one share of Rogers’ capital stock at the end of the vesting period.

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

The fair value of the award is determined by the market value of the underlying stock price on 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 time-based restricted stock units for the nine months ended September 30, 2025 is presented below:

A summary of activity of the outstanding time-based restricted stock units for the three months ended March 31, 2026 is presented below:

Restricted Stock Units

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Awards forfeited/cancelled ( 17,306 )

Awards outstanding as of September 30, 2025 125,122

Awards outstanding as of March 31, 2026 111,449

Deferred Stock Units

3 unchanged sentences

The grant of deferred stock units is typically done annually during the second quarter of each year.

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

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

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

A summary of activity of the outstanding deferred stock units for the three months ended March 31, 2026 is presented below:

Deferred Stock Units

2 unchanged sentences

Stock issued ( 536 )

Awards outstanding as of September 30, 2025 23,566

Note 12 – Operating Segment Information

Our reporting structure is comprised of the following strategic operating segments:

Awards outstanding as of March 31, 2026 23,030

Note 12 – Segment Information

Our reporting structure is comprised of the following strategic operating and reportable segments:

The remaining operations, which represent our non-core businesses, are reported in the Other operating segment.

We believe this structure aligns our external reporting presentation with how we currently manage and view our business internally.

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.

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.

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

Our EMS operating segment designs, develops, manufactures and sells engineered material solutions for a wide variety of applications and markets.

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

Our EMS operating and reportable segment designs, develops, manufactures and sells engineered material solutions for a wide variety of applications and markets.

These include polyurethane and silicone materials used in cushioning, gasketing and sealing, and vibration management applications for EV/HEV, general industrial, portable electronics, automotive, mass transit, aerospace and defense, footwear and impact mitigation markets;

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

Operating Segment Information

Segment Information

The following table presents a disaggregation of revenue from contracts with customers and other pertinent financial information for the periods indicated;

1 unchanged sentence

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

Three Months Ended September 30, 2025

Net sales - recognized over time $ 47.7 $ 2.2 $ 3.8 $ 53.7

Net sales - recognized at a point in time 67.0 95.0 0.3 162.3

Total net sales $ 114.7 $ 97.2 $ 4.1 $ 216.0

Cost of sales $ 78.6 $ 62.5 $ 2.6 $ 143.7

Gross margin $ 36.1 $ 34.7 $ 1.5 $ 72.3

Inventories, net $ 85.7 $ 55.5 $ 1.7 $ 142.9

Depreciation expense $ 4.4 $ 2.9 $ 0.2 $ 7.5

Three Months Ended September 30, 2024

Net sales - recognized over time $ 37.8 $ 1.0 $ 3.8 $ 42.6

Net sales - recognized at a point in time 74.4 93.2 0.1 167.7

Total net sales $ 112.2 $ 94.2 $ 3.9 $ 210.3

Cost of sales $ 78.1 $ 55.4 $ 2.7 $ 136.2

Gross margin $ 34.1 $ 38.8 $ 1.2 $ 74.1

Inventories, net $ 86.5 $ 66.4 $ 1.5 $ 154.4

Depreciation expense $ 4.4 $ 2.3 $ 0.2 $ 6.9

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Net sales - recognized over time $ 39.4 $ 1.5 $ 3.9 $ 44.8

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Depreciation expense $ 5.4 $ 2.7 $ 0.2 $ 8.3

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Net sales - recognized over time $ 38.9 $ 2.1 $ 3.5 $ 44.5

5 unchanged sentences

Depreciation expense $ 4.2 $ 2.8 $ 0.2 $ 7.2

Operating Segment Net Sales by Geographic Area

The following table presents net sales by our operating segment operations by geographic area for the periods indicated:

(Dollars in millions) Net Sales (1)

Region/Country Advanced Electronics Solutions Elastomeric Material Solutions Other Total

Three Months Ended September 30, 2025

United States $ 22.4 $ 38.0 $ 0.8 $ 61.2

Other Americas 0.5 3.7 0.1 4.3

Total Americas 22.9 41.7 0.9 65.5

China 38.0 29.3 1.4 68.7

Other APAC 11.0 8.7 0.3 20.0

Total APAC 49.0 38.0 1.7 88.7

Germany 14.3 5.4 0.1 19.8

Other EMEA 28.5 12.1 1.4 42.0

Total EMEA 42.8 17.5 1.5 61.8

Total net sales $ 114.7 $ 97.2 $ 4.1 $ 216.0

Three Months Ended September 30, 2024

United States $ 19.2 $ 32.8 $ 0.9 $ 52.9

Other Americas 0.3 4.1 — 4.4

Total Americas 19.5 36.9 0.9 57.3

China 32.0 29.9 1.0 62.9

Other APAC 27.8 8.3 0.5 36.6

Total APAC 59.8 38.2 1.5 99.5

Germany 18.2 6.5 0.1 24.8

Other EMEA 14.7 12.6 1.4 28.7

Total EMEA 32.9 19.1 1.5 53.5

Total net sales $ 112.2 $ 94.2 $ 3.9 $ 210.3

(1) Net sales are allocated to countries based on the location of the customer.

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

Segment Net Sales by Geographic Area

The following table presents net sales by our segment operations by geographic area for the periods indicated:

(Dollars in millions) Net Sales (1)

Region/Country Advanced Electronics Solutions Elastomeric Material Solutions Other Total

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

United States $ 18.7 $ 36.2 $ 0.9 $ 55.8

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Total net sales $ 107.7 $ 88.4 $ 4.4 $ 200.5

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

United States $ 22.1 $ 33.7 $ 0.9 $ 56.7

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

Three Months Ended Nine Months Ended

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

Three Months Ended

(Dollars in millions) March 31, 2026 March 31, 2025

Restructuring charges

2 unchanged sentences

Executive leadership transition 0.8 —

R&D facility exit — 0.4 — 1.3

Facility consolidations — — 0.1 0.2

Total restructuring charges 5.7 5.9

Impairment charges

Goodwill impairment — — 67.3 —

Other intangible assets impairment — — 4.5 —

Lease impairment charges 0.2 —

Total impairment charges 0.2 —

1 unchanged sentence

Restructuring Charges - Manufacturing Footprint Consolidation

In June 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 expect to incur approximately $ 22.0 million to $ 24.0 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.

We incurred $ 1.3 million of restructuring charges related to this plan for the three months ended September 30, 2025, substantially all of which were related to severance and other termination benefits.

We incurred $ 8.9 million of restructuring charges related to this plan for the nine months ended September 30, 2025, of which $ 6.9 million related to severance and other termination benefits and $ 1.4 million related to accelerated depreciation.

We incurred $ 5.9 million in restructuring charges related to this plan in the three months ended September 30, 2024, of which $ 4.7 million related to severance and other termination benefits and $ 1.2 million related to accelerated depreciation.

We incurred $ 6.3 million of restructuring charges related to this plan in the nine months ended September 30, 2024, of which $ 4.7 million related to severance and other termination benefits and $ 1.6 million related to accelerated depreciation.

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

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

Balance as of December 31, 2024 $ 9.2

Provisions 6.8

Payments ( 12.7 )

Foreign currency translation adjustment 1.4

Balance as of September 30, 2025 $ 4.7

In June 2024, we announced our intent to consolidate our high frequency circuit material manufacturing operations, impacting our Evergem, Belgium facility, which was completed in the fourth quarter of 2025.

We incurred $ 4.0 million in restructuring charges in the three months ended March 31, 2025, of which $ 3.2 million related to severance and other termination benefits and $ 0.7 million related to accelerated depreciation.

In July 2025, we announced our intention to implement initiatives to reduce costs in the curamik ® business under our AES operating and reportable segment and expect to record expenses in the range of $ 12.0 million to $ 15.0 million comprised of severance costs, property plant and equipment relocation and reinstallation costs, consulting fees and other miscellaneous cash costs.

During the three months ended March 31, 2026, we recognized $ 4.4 million in restructuring charges, nearly all of which relates to severance and termination benefits.

Restructuring Charges - Global Workforce Reduction

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

We incurred $ 0.4 million and $ 2.9 million in pre-tax restructuring charges related to this plan for the three and nine months ended September 30, 2025, respectively, all of which were related to severance and other termination benefits.

All termination benefits were paid out as of September 30, 2025.

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

We incurred $ 0.5 million and $ 1.8 million in pre-tax restructuring charges related to this plan for the three months ended March 31, 2026 and 2025, respectively, all of which were related to 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.

We have incurred $ 5.4 million in restructuring charges related to this transition in the three and nine months ended September 30, 2025, substantially all of which were related to severance and other termination benefits.

Severance and related benefits activity related to the executive leadership transition is presented in the table below for the nine months ended September 30, 2025:

(Dollars in thousands) Executive Leadership Transition Restructuring Severance and Related Benefits

In addition to these departures, other related organizational changes were made leading to departures of additional personnel through March 2026.

We have incurred $ 0.8 million in restructuring charges related to this transition in the three months ended March 31, 2026 for 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 the period ending March 31, 2026:

(Dollars in thousands) Restructuring Severance and Related Benefits

Balance as of December 31, 2025 $ 10.2

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Foreign currency translation adjustment ( 0.1 )

Balance as of September 30, 2025 $ 2.1

Restructuring Charges - R&D Facility Exit

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

We incurred $ 0.4 million in pre-tax restructuring charges for the three months ended September 30, 2024, of which, $ 0.3 million related to severance and other termination benefits.

We incurred $ 1.3 million in pre-tax restructuring charges in the nine months ended September 30, 2024, of which $ 0.6 million relates to severance and other termination benefits and $ 0.7 million in the form of accelerated depreciation.

Restructuring Charges - Facility Consolidations

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 the condensed consolidated statements of financial position, representing the land and building at our former Price Road facility in Chandler, Arizona.

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

Restructuring Charges - curamik ® Cost Actions

On July 30, 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.

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

No charges were recognized in the third quarter of 2025 as the termination benefits, number of employees and timing of actions were still subject to negotiation.

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

Goodwill Impairment Charge

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

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

Indefinite-Lived Other Intangible Asset Impairment Charge

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

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

Allocation of Restructuring and Impairment Charges to Operating Segments

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

Three Months Ended Nine Months Ended

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

Balance as of March 31, 2026 $ 8.3

Allocation of Restructuring and Impairment Charges to Operating and Reportable Segments

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

Three Months Ended

(Dollars in millions) March 31, 2026 March 31, 2025

Advanced Electronics Solutions

3 unchanged sentences

Allocated restructuring charges 0.5 1.2

Allocated impairment charges — — — —

Total restructuring and impairment charges $ 5.9 $ 5.9

1 unchanged sentence

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

Three Months Ended Nine Months Ended

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

Three Months Ended

(Dollars in millions) March 31, 2026 March 31, 2025

Foreign currency translation impacts $ 1.3 $ ( 1.3 )

5 unchanged sentences

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

Three Months Ended Nine Months Ended

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

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

Three Months Ended

(Dollars in millions) March 31, 2026 March 31, 2025

Line of credit fees ( 0.3 ) ( 0.3 )

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Note 14 – Income Taxes

The below discussion of the effective tax rate for the periods presented in the condensed consolidated statements of operations is in comparison to the 21% U.S.

statutory federal income tax rate.

We had a tax rate of 47.2 % in the third quarter of 2025.

During the quarter, our effective tax rate was unfavorably impacted by (i) an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized and (ii) an increase in reserves for uncertain tax positions.

During the third quarter of 2024, our effective tax rate was 20.7 %.

During the third quarter of 2024, our effective tax rate was favorably impacted by a decrease of reserves for uncertain tax positions, partially offset by the mix of income in higher tax rate jurisdictions.

We had a negative tax rate of 21.6 % for the nine months ended September 30, 2025 due to tax expense on a pre-tax book loss.

Our income tax expense for the nine months ended September 30, 2025 was unfavorably impacted by the $ 67.3 million goodwill impairment in curamik ® for which no tax benefit is available, an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized, and an increase in reserves for uncertain tax positions.

For the first nine months of 2024, the Company’s effective tax rate on its income before income taxes was 28.1 %.

The effective rate for the first nine months of 2024 was unfavorably impacted primarily by the write-off of deferred tax assets related to stock compensation and the mix of income in higher tax rate jurisdictions, partially offset by a decrease of reserves for uncertain tax positions.

On July 4, 2025, H.R.

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

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

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

Based on current enacted legislation effective in 2024 and our structure, we do not expect a material impact in 2025.

We are monitoring developments and evaluating the impacts these new rules will have on our future effective income tax rate, tax payments, financial condition, and results of operations.

Note 15 - Mergers and Acquisitions

Joint Venture Separation Agreement

On October 29, 2024, we entered into a JV Separation Agreement with INOAC with an effective date of November 5, 2024, in which INOAC acquired our 50 % ownership shares of RIC, we acquired INOAC’s 50 % ownership shares of RIS, and we sold the property, plant and equipment constituting RIS Production Line 1 to INOAC.

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

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

The purchase accounting and purchase price allocation for the RIS acquisition transaction is now considered final, with no adjustments from the information presented in our Annual Report on Form 10-K for the year ended December 31, 2024.

Compared to the 21% U.S.

statutory federal income tax rate, we had a tax rate of 60.2 % in the first quarter of 2026.

During the quarter, our effective tax rate was unfavorably impacted by an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized.

We had a tax rate of 12.5 % in the first quarter of 2025 when we incurred a loss before income taxes of $ 1.6 million, which, when taxed at the 21% U.S.

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

Note 15 - Recent Accounting Standards

Recently Adopted Standards

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

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 Annual Report on Form 10-K for the year ended December 31, 2024, using the retrospective approach.

Recently Issued Standards

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

Improvements to Income Tax Disclosures .

The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

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

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

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

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

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

The amendments in this update require new disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense captions.

The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

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 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.

Adoption should be applied prospectively to financial statements issued after the effective date, or retrospectively to any or all prior periods presented.

The updated guidance has not had an impact on how we calculate our allowance for credit losses.

Recently Issued Standards

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 form 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 will adopt ASU 2025-06 in our Annual Report on Form 10-K for the year ending December 31, 2028, using a prospective transition method.

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.

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

What changed 10-Q

Item 1. Financial Statements