[8-K] ROGERS CORP Reports Material Event

Rhea-AI Filing Summary

Rogers Corporation announced Board changes. On October 16, 2025, Peter C. Wallace notified the Board he will not stand for re‑election and will step down effective at the 2026 Annual Meeting. The company stated his decision was not due to any disagreement regarding operations, policies, or practices. The Board appointed Armand F. Lauzon, Jr., an independent director, as Chair of the Board effective October 16, 2025. Rogers also plans to search for an additional independent director.

0000084748false00000847482025-10-162025-10-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 16, 2025

ROGERS CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts

1-4347

06-0513860

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2225 W. Chandler Blvd., Chandler, Arizona 85224

(Address of principal executive offices) (Zip Code)

(480) 917-6000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)			Name of each exchange on which registered
Common Stock,			par value $1.00 per share			ROG			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2025, Peter C. Wallace notified the Board of Directors (the “Board”) of Rogers Corporation (the “Company”) that he has elected not to stand for re-election as a director at the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”), and will step down from the Board effective on the date of the 2026 Annual Meeting. Mr. Wallace’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with such notice, effective October 16, 2025, the Board appointed Armand F. Lauzon, Jr., an incumbent independent director of the Company, as the Chair of the Board to succeed Mr. Wallace.

Item 8.01 Other Events.

On October 16, 2025, the Company issued a press release announcing Mr. Wallace’s decision not to seek re-election at the Annual Meeting and the appointment of Mr. Lauzon as the Chair of the Board, as well as the Company’s plan to engage in a search to add another independent director to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

			Exhibit No.			Description
			99.1			Press release issued by Rogers Corporation on October 16, 2025.
			104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROGERS CORPORATION

(Registrant)

Date: October 16, 2025

By:

/s/ Jessica A. Morton

Jessica A. Morton

Senior Vice President, General Counsel and Corporate Secretary

FAQ

What board changes did Rogers (ROG) announce?

Peter C. Wallace will not seek re‑election and will step down at the 2026 Annual Meeting; Armand F. Lauzon, Jr. was appointed Chair of the Board on October 16, 2025.

Why is Peter C. Wallace leaving the Rogers (ROG) Board?

The company stated his decision was not the result of any disagreement with the company on operations, policies, or practices.

When will Peter C. Wallace step down from the Rogers (ROG) Board?

He will step down effective on the date of the 2026 Annual Meeting of Shareholders.

Who is the new Chair of the Rogers (ROG) Board?

Armand F. Lauzon, Jr., an incumbent independent director, was appointed Chair effective October 16, 2025.

Is Rogers (ROG) adding another director?

Yes. The company plans to conduct a search to add another independent director to the Board.

What filing disclosed these Rogers (ROG) board changes?

An 8‑K reported the leadership transition and attached a press release as Exhibit 99.1.