What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-04-29 · 202 added, 119 removed, 517 unchanged (38% of the section changed)

3 unchanged sentences

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

Three Months Ended

March 31, 2026 March 31, 2025

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net sales $ 216.8 $ 202.8 $ 417.3 $ 393.3

9 unchanged sentences

Income (loss) before income taxes 21.4 ( 69.3 ) 32.7 ( 70.9 )

Income tax (benefit) expense 6.8 ( 0.2 )

Income tax expense 7.8 4.3 14.6 4.1

Net income (loss) $ 13.6 $ ( 73.6 ) $ 18.1 $ ( 75.0 )

8 unchanged sentences

(Dollars in millions)

Three Months Ended

March 31, 2026 March 31, 2025

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net income (loss) $ 13.6 $ ( 73.6 ) $ 18.1 $ ( 75.0 )

8 unchanged sentences

(Dollars and shares in millions, except par value )

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets

Cash and cash equivalents $ 181.4 $ 197.0

Short-term investments 30.0 —

Accounts receivable, net 149.2 130.6

26 unchanged sentences

Other long-term liabilities 14.6 15.8

Commitments and contingencies (Note 6 and Note 10)

Commitments and contingencies (Note 9)

Shareholders’ equity

11 unchanged sentences

(Dollars and shares in millions)

Three Months Ended

March 31, 2026 March 31, 2025

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Capital Stock

Balance, beginning of period $ 17.8 $ 18.5 $ 17.8 $ 18.5

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

Shares repurchased — ( 0.4 ) — ( 0.4 )

Balance, end of period 17.9 18.1 17.9 18.1

2 unchanged sentences

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

Shares issued for employee stock purchase plan 0.6 0.7 0.6 0.7

Equity compensation expense 2.6 4.3 4.3 7.9

Shares repurchased, including excise tax ( 3.0 ) ( 28.1 ) ( 3.0 ) ( 28.1 )

Balance, end of period 106.3 126.4 106.3 126.4

12 unchanged sentences

(Dollars in millions)

Three Months Ended

March 31, 2026 March 31, 2025

Six Months Ended

June 30, 2026 June 30, 2025

Operating Activities:

5 unchanged sentences

Impairment charges 0.2 71.8

Other non-cash charges, net ( 0.2 ) 0.4

Changes in assets and liabilities:

8 unchanged sentences

Capital expenditures ( 10.8 ) ( 17.7 )

Proceeds from the sale of marketable equity securities 0.3 0.2

Purchases of marketable equity securities ( 0.1 ) ( 0.1 )

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

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

Proceeds from the sale of marketable equity securities 0.6 1.0

Purchases of short-term investments and marketable equity securities ( 30.1 ) ( 0.1 )

Net cash used in investing activities ( 40.3 ) ( 3.4 )

Financing Activities:

1 unchanged sentence

Payments of taxes related to net share settlement of equity awards ( 1.3 ) ( 1.4 )

Proceeds from issuance of shares to employee stock purchase plan 0.6 0.7

Share repurchases ( 3.0 ) ( 28.1 )

Net cash used in financing activities ( 4.6 ) ( 29.6 )

Effect of exchange rate fluctuations on cash ( 0.9 ) 5.0

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

Net decrease in cash and cash equivalents ( 15.6 ) ( 2.6 )

Cash and cash equivalents at beginning of period 197.0 159.8

2 unchanged sentences

Accrued capital additions $ 3.1 $ 3.9

Cash paid during the year for:

Cash paid during the period for:

Interest, net of amounts capitalized $ 0.8 $ 0.6

20 unchanged sentences

Other comprehensive income (loss) ( 9.9 ) 0.1 ( 9.8 )

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

Balance as of June 30, 2026 $ ( 49.4 ) $ ( 7.5 ) $ ( 56.9 )

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

2 unchanged sentences

Other comprehensive income 51.2 0.2 51.4

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.

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

(1) Net of taxes of $ 1.1 million and $ 1.2 million as of June 30, 2026 and December 31, 2025, respectively.

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

Note 3 – Derivatives and Hedging

5 unchanged sentences

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

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

As of June 30, 2026, we did not have any derivative contracts that qualified for hedge accounting treatment.

Foreign Currency

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

During the six months ended June 30, 2026, we entered into U.S.

dollar and euro forward contracts.

2 unchanged sentences

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:

As of June 30, 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/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.

USD/CNY August 4, 2026 $ 57.4 / ¥ 391.0

EUR/USD August 3, 2026 € 17.8 / $ 20.4

As of June 30, 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 March 31, 2026, the volume of our copper contracts outstanding was as follows:

As of June 30, 2026, the volume of our copper contracts outstanding was as follows:

(Volume in ones, notional in millions)

Contract Period Volume Notional Amount

April 2026 - June 2026 69 metric tons per month

July 2026 - September 2026 69 metric tons per month

1 unchanged sentence

January 2027 - March 2027 69 metric tons per month

April 2027 - June 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

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

Three Months Ended Six Months Ended

(Dollars in millions) Financial Statement Line Item June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Foreign Currency Contracts

Contracts not designated as hedging instruments Other income (expense), net $ ( 1.3 ) $ ( 0.2 ) $ ( 2.3 ) $ ( 0.4 )

Copper Derivative Contracts

Contracts not designated as hedging instruments Other income (expense), net $ 0.5 $ ( 0.1 ) $ 0.5 $ 0.1

Note 4 - Balance Sheet Items

1 unchanged sentence

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

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

(Dollars in millions) June 30, 2026 December 31, 2025

Accounts receivable - trade $ 142.6 $ 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 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

We did not have any contract liabilities as of June 30, 2026 or December 31, 2025.

No impairment losses were recognized in either of the three- and six-month periods ended June 30, 2026 or June 30, 2025 on any contract assets arising from our contracts with customers.

Our contract assets by operating segment as of June 30, 2026 and December 31, 2025 were as follows:

(Dollars in millions) June 30, 2026 December 31, 2025

Advanced Electronics Solutions $ 23.7 $ 24.0

2 unchanged sentences

Total contract assets $ 27.1 $ 27.9

Short-term investments

The “Short-term investments” line on the condensed consolidated statements of financial position consists of time deposits with original maturities of more than three months and less than twelve months at the date of purchase, and with remaining maturities of twelve months or less as of June 30, 2026.

Interest earned on these investments is recorded within the “Interest income, net” line item in the condensed consolidated statements of operations.

All short-term investments are measured and recorded at fair value on a recurring basis and classified as Level 2 within the fair value hierarchy.

As of June 30, 2026, these investments had an amortized cost and fair value of $ 30.0 million.

There were no short-term investments at December 31, 2025.

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

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

(Dollars in millions) June 30, 2026 December 31, 2025

Raw materials $ 60.1 $ 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) March 31, 2026 December 31, 2025

(Dollars in millions) June 30, 2026 December 31, 2025

Accounts payable - trade $ 59.7 $ 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 $ 8.1 million for the three months ended March 31, 2026 and 2025, respectively.

Noncash activities involving finance lease right-of-use assets obtained in exchange for lease liabilities were $ 0.1 million and nil for the three months ended June 30, 2026 and 2025, respectively.

Noncash activities involving finance lease right-of-use assets obtained in exchange for lease liabilities were $ 0.1 million and $ 8.1 million for the six months ended June 30, 2026 and 2025, respectively.

Our expenses and payments for finance leases were as follows:

Three Months Ended

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

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Amortization expense of finance lease right-of-use assets $ 0.4 $ 0.5 $ 0.8 $ 0.8

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 $ 0.6 million and $ 0.2 million for the three months ended March 31, 2026 and 2025, respectively.

Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities were $ 0.1 million and $ 0.2 million for the three months ended June 30, 2026 and 2025, respectively.

Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities were $ 0.6 million and $ 0.4 million for the six months ended June 30, 2026 and 2025, respectively.

Our expenses and payments for operating leases were as follows:

Three Months Ended

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

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Operating leases expense $ 1.2 $ 1.4 $ 2.5 $ 2.9

3 unchanged sentences

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

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

(Dollars in millions) Financial Statement Line Item June 30, 2026 December 31, 2025

Finance lease right-of-use assets Property, plant and equipment, net $ 7.7 $ 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 March 31, 2026:

The following table includes future minimum lease payments under finance and operating leases together with the present value of the net future minimum lease payments as of June 30, 2026:

Finance Operating

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

Leases Not Yet Commenced Leases in Effect

2026 $ 1.3 $ 4.1 $ — $ 4.1

2027 1.5 4.6 ( 0.1 ) 4.5

2028 1.4 3.4 — 3.4

2029 1.4 3.2 — 3.2

(Dollars in millions) Leases in Effect Leases in Effect

2026 $ 0.9 $ 2.6

3 unchanged sentences

Present Value of Future Minimum Lease Payments $ 7.9 $ 20.6

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

There were no executed leases with future commencement dates as of June 30, 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:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Weighted Average Remaining Lease Term

4 unchanged sentences

Operating leases 5.52 % 5.55 %

Subsequent to June 30, 2026, the Company entered into a settlement agreement with the landlord related to our leased facility in Mexico.

Under the agreement, we will terminate the lease in exchange for a settlement payment of $ 2.6 million, which approximates the net carrying value of the lease obligation less the carrying amount of the related right-of-use asset, as of June 30, 2026.

The settlement is expected to result in derecognition of the remaining right-of-use asset and lease liability during the third quarter of 2026.

Note 6 – Goodwill and Intangible Assets

3 unchanged sentences

Foreign currency translation adjustment — ( 2.3 ) — ( 2.3 )

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

June 30, 2026 $ 51.7 $ 247.2 $ 2.2 $ 301.1

Intangible Assets

The carrying amount of intangible assets were as follows:

March 31, 2026 December 31, 2025

June 30, 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

7 unchanged sentences

The amortization expense related to intangible assets was as follows:

Three Months Ended

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

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Amortization expense $ 2.6 $ 2.7 $ 5.3 $ 5.4

1 unchanged sentence

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

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

The weighted average amortization period as of June 30, 2026, by intangible asset class, is presented in the table below:

Weighted Average Remaining Amortization Period

4 unchanged sentences

Note 7 – Postretirement Benefit Plans

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.

As of June 30, 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 March 31, 2026 and December 31, 2025, our deferred compensation plan primarily consisted of marketable securities, which includes mutual funds and fixed income funds.

As of June 30, 2026, our deferred compensation plan primarily consisted of marketable securities, which includes mutual funds.

As of 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 March 31, 2026

Fair Value of Deferred Compensation Plan as of June 30, 2026

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

1 unchanged sentence

Mutual funds $ 4.2 $ 0.5 $ — $ 4.7

Level 2 Securities:

Fixed income funds $ 0.1 $ — $ — $ 0.1

Total $ 4.2 $ 0.5 $ — $ 4.7

9 unchanged sentences

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.

There have been no material changes to the terms of the Credit Agreement during the three and six months ended June 30, 2026.

As of June 30, 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 three months ended March 31, 2026:

The following table summarizes the change in number of asbestos claims outstanding for the six months ended June 30, 2026:

Asbestos Claims

3 unchanged sentences

Pending claims settled ( 9 )

Claims outstanding as of March 31, 2026

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

Claims outstanding as of June 30, 2026

The total indemnity settlements for asbestos claims in 2026 were as follows:

(Dollars in millions) June 30, 2026

Settlements $ 0.9

Impact on Financial Statements

14 unchanged sentences

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

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

(Dollars in millions) June 30, 2026 December 31, 2025

Asbestos-related liabilities $ 57.1 $ 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 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.

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

7 unchanged sentences

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

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

March 31, 2026 March 31, 2025

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

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net income (loss) $ 13.6 $ ( 73.6 ) $ 18.1 $ ( 75.0 )

6 unchanged sentences

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

For the three and six months ended June 30, 2026, an immaterial number of shares were excluded from the calculation of diluted earnings per share.

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

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

Note 11 – Capital Stock and Equity Compensation

Share Repurchases

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

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

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

For the three and six months ended June 30, 2026, we purchased 22,618 shares for a total value of $ 3.0 million, using cash from operations and cash on hand.

As of June 30, 2026, $ 48.8 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.

Equity Compensation

1 unchanged sentence

The components of equity compensation expense were as follows:

Three Months Ended

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

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Performance-based restricted stock units expense $ 0.6 $ 2.1 $ 0.6 $ 3.9

1 unchanged sentence

Deferred stock units expense 0.4 0.1 0.7 0.2

Other 0.1 0.3 0.2 0.3

Total equity compensation expense $ 2.6 $ 4.3 $ 4.3 $ 7.9

Performance-Based Restricted Stock Units

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

As of June 30, 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.

4 unchanged sentences

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

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 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.

We account for forfeitures as they occur.

The following table sets forth the assumptions used in the Monte Carlo calculation for each material award granted in 2026 and 2025:

February 18, 2026 February 12, 2026 February 26, 2025

May 19, 2026 February 18, 2026 February 12, 2026 February 26, 2025

Expected volatility 36.5 % 34.7 % 34.6 % 45.6 %

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

Expected term (in years) 2.6 years 2.9 years 2.9 years 2.9 years

Risk-free interest rate 4.10 % 3.44 % 3.43 % 4.28 %

5 unchanged sentences

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

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

As of June 30, 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.

3 unchanged sentences

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.

As of June 30, 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:

A summary of activity of the outstanding performance-based restricted stock units for the six months ended June 30, 2026 is presented below:

Performance-Based

4 unchanged sentences

Awards forfeited/cancelled ( 63,874 )

Awards outstanding as of March 31, 2026 92,877

Awards outstanding as of June 30, 2026 99,564

Time-Based Restricted Stock Units

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

As of June 30, 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.

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 subsequent to the last grant anniversary date.

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

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 on the grant date.

1 unchanged sentence

We account for forfeitures as they occur.

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

A summary of activity of the outstanding time-based restricted stock units for the six months ended June 30, 2026 is presented below:

Restricted Stock Units

3 unchanged sentences

Awards forfeited/cancelled ( 23,281 )

Awards outstanding as of March 31, 2026 111,449

Awards outstanding as of June 30, 2026 129,978

Deferred Stock Units

We grant deferred stock units to non-management directors.

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

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

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

1 unchanged sentence

The fair value of the award is determined by the market value of the underlying stock price 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:

A summary of activity of the outstanding deferred stock units for the six months ended June 30, 2026 is presented below:

Deferred Stock Units

2 unchanged sentences

Stock issued ( 22,616 )

Awards outstanding as of March 31, 2026 23,030

Awards outstanding as of June 30, 2026 13,793

Note 12 – Segment Information

14 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Net sales - recognized over time $ 42.8 $ 1.8 $ 4.0 $ 48.6

5 unchanged sentences

Depreciation expense $ 5.5 $ 2.7 $ 0.2 $ 8.4

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

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

5 unchanged sentences

Depreciation expense $ 4.4 $ 2.8 $ 0.2 $ 7.4

Six Months Ended June 30, 2026

Net sales - recognized over time $ 82.2 $ 3.3 $ 7.9 $ 93.4

Net sales - recognized at a point in time 143.0 179.9 1.0 323.9

Total net sales $ 225.2 $ 183.2 $ 8.9 $ 417.3

Cost of sales $ 160.3 $ 116.9 $ 5.1 $ 282.3

Gross margin $ 64.9 $ 66.3 $ 3.8 $ 135.0

Inventories, net $ 78.2 $ 50.0 $ 1.8 $ 130.0

Depreciation expense $ 10.9 $ 5.4 $ 0.4 $ 16.7

Six Months Ended June 30, 2025

Net sales - recognized over time $ 73.8 $ 4.5 $ 7.4 $ 85.7

Net sales - recognized at a point in time 139.4 167.5 0.7 307.6

Total net sales $ 213.2 $ 172.0 $ 8.1 $ 393.3

Cost of sales $ 153.2 $ 113.8 $ 5.3 $ 272.3

Gross margin $ 60.0 $ 58.2 $ 2.8 $ 121.0

Inventories, net $ 85.5 $ 64.1 $ 1.6 $ 151.2

Depreciation expense $ 8.6 $ 5.6 $ 0.4 $ 14.6

Segment Net Sales by Geographic Area

2 unchanged sentences

Region/Country Advanced Electronics Solutions Elastomeric Material Solutions Other Total

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

United States $ 19.4 $ 35.4 $ 1.0 $ 55.8

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Total net sales $ 117.5 $ 94.8 $ 4.5 $ 216.8

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

United States $ 22.9 $ 33.9 $ 0.8 $ 57.6

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

(Dollars in millions) Net Sales (1)

Region/Country Advanced Electronics Solutions Elastomeric Material Solutions Other Total

Six Months Ended June 30, 2026

United States $ 38.1 $ 71.6 $ 1.9 $ 111.6

Other Americas 2.6 7.1 0.1 9.8

Total Americas 40.7 78.7 2.0 121.4

China 83.0 44.8 3.2 131.0

Other APAC 28.4 16.9 0.7 46.0

Total APAC 111.4 61.7 3.9 177.0

Germany 27.1 13.6 0.4 41.1

Other EMEA 46.0 29.2 2.6 77.8

Total EMEA 73.1 42.8 3.0 118.9

Total net sales $ 225.2 $ 183.2 $ 8.9 $ 417.3

Six Months Ended June 30, 2025

United States $ 45.0 $ 67.6 $ 1.7 $ 114.3

Other Americas 1.2 5.7 — 6.9

Total Americas 46.2 73.3 1.7 121.2

China 67.5 45.8 2.3 115.6

Other APAC 26.2 15.7 1.2 43.1

Total APAC 93.7 61.5 3.5 158.7

Germany 25.0 11.5 0.4 36.9

Other EMEA 48.3 25.7 2.5 76.5

Total EMEA 73.3 37.2 2.9 113.4

Total net sales $ 213.2 $ 172.0 $ 8.1 $ 393.3

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

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

Note 13 – Supplemental Financial Information

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

Three Months Ended

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

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Restructuring charges

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Executive leadership transition — — 0.8 —

Other — — — 0.1

Total restructuring charges 0.7 4.3 6.4 10.2

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Lease impairment charges — — 0.2 —

Goodwill impairment — 67.3 — 67.3

Other intangible assets impairment — 4.5 — 4.5

Total impairment charges — 71.8 0.2 71.8

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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.

We incurred $ 3.6 million in restructuring charges in the three months ended June 30, 2025, of which $ 2.9 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.

During the three and six months ended June 30, 2026, we recognized $ 0.6 million and $ 5.0 million, respectively, in restructuring charges, nearly all of which relate to severance and termination benefits.

Restructuring Charges - Global Workforce Reduction

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.

We incurred $ 0.1 million and $ 0.7 million in pre-tax restructuring charges related to this plan for the three months ended June 30, 2026 and 2025, respectively, and $ 0.6 million and $ 2.5 million in pre-tax restructuring charges related to this plan for the six months ended June 30, 2026 and 2025, respectively, all of which were related to severance and other termination benefits.

Restructuring Charges - Executive Leadership Transition

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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.

We have incurred $ 0.8 million in restructuring charges related to this transition in the six months ended June 30, 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

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Foreign currency translation adjustment ( 0.1 )

Balance as of March 31, 2026 $ 8.3

Balance as of June 30, 2026 $ 3.8

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

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Advanced Electronics Solutions

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

Three Months Ended

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

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

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

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Total other income (expense), net $ 1.1 $ ( 2.2 ) $ 1.4 $ ( 3.8 )

Interest Income (Expense), Net

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

Three Months Ended

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

Interest Income, Net

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

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Line of credit fees $ ( 0.3 ) $ ( 0.3 ) $ ( 0.6 ) $ ( 0.6 )

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Other ( 0.2 ) — ( 0.3 ) ( 0.1 )

Total interest income (expense), net $ 0.3 $ 0.3

Total interest income, net $ 0.3 $ 0.4 $ 0.6 $ 0.7

Note 14 – Income Taxes

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.

statutory federal income tax rate, we had a tax rate of 36.4 % in the second 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.

We had a negative tax rate of 6.2 % in the second quarter of 2025 due to tax expense on a pre-tax book loss.

Our income tax expense for the second quarter of 2025 of $ 4.3 million was comprised primarily of an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized.

Our effective tax rate was also unfavorably impacted by the $ 67.3 million goodwill impairment in curamik ® for which no tax benefit is available.

We had a tax rate of 44.6 % in the six months ended June 30, 2026.

The effective rate for the first six months of 2026 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 negative tax rate of 5.8 % for the six months ended June 30, 2025 due to tax expense on a pre-tax book loss.

Our income tax expense for the six months ended June 30, 2025 of $ 4.1 million was comprised primarily of an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized.

Our effective tax rate was also unfavorably impacted by the $ 67.3 million goodwill impairment in curamik ® for which no tax benefit is available.

Note 15 - Recent Accounting Standards

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Recently Issued Standards

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, 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 anticipate adopting 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 September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40).

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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.

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