Starboard trims Rogers Corp (ROG) holding to a 3.3% stake

Rhea-AI Filing Summary

Rogers Corp received an amended Schedule 13D (Amendment No. 2) from Starboard Value reporting a reduced ownership stake. Starboard and its affiliated funds now beneficially own 599,328 shares of Rogers capital stock, representing 3.3% of the outstanding shares, based on 17,984,499 shares outstanding as of October 24, 2025.

The filing states that, as of January 22, 2026, Starboard and the other reporting persons ceased to beneficially own more than 5% of Rogers’ outstanding shares. The shares were acquired over time in open-market purchases using working capital, sometimes including margin loans, with disclosed aggregate purchase prices for each Starboard vehicle.

Insights

Equity ownership and activism analyst

Starboard’s Rogers Corp stake falls below 5%, now at 3.3%.

The amendment shows Starboard Value and affiliates owning 599,328 Rogers Corp shares, or 3.3% of outstanding stock, using an outstanding share count of 17,984,499 as of October 24, 2025. The filing notes that as of January 22, 2026, the group no longer holds more than 5% of the company.

A Schedule 13D stake falling below the 5% threshold can matter because it typically removes ongoing Schedule 13D reporting obligations and may indicate a reduced role for this shareholder in company affairs. However, a 3.3% position is still meaningful in absolute terms, and the filing emphasizes that each reporting person disclaims beneficial ownership of securities it does not directly own.

The disclosure also details how each Starboard entity accumulated its position, including aggregate purchase prices for key blocks such as $26,295,437 for 317,714 shares in Starboard V&O Fund and $9,683,346 for 128,595 shares in Starboard X Master. Future company filings may further clarify any subsequent ownership changes or strategic intentions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ROGERS CORP

(Name of Issuer)

Capital Stock, par value $1.00 per share

(Title of Class of Securities)

775133101

(CUSIP Number)

JEFFREY C. SMITH
STARBOARD VALUE LP, 777 Third Avenue, 18th Floor
New York, NY, 10017
212-845-7977

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

MEAGAN REDA, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/21/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

Starboard Value LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 599,328.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 599,328.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

599,328.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 317,714.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 317,714.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

317,714.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

STARBOARD VALUE & OPPORTUNITY S LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 35,901.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 35,901.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

35,901.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

Starboard Value & Opportunity Master Fund L LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 20,710.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 20,710.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

20,710.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

Starboard Value L LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 20,710.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 20,710.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

20,710.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

Starboard Value R GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 20,710.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 20,710.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

20,710.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

Starboard X Master Fund Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 128,595.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 128,595.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

128,595.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

Starboard Value GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 599,328.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 599,328.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

599,328.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

Starboard Principal Co LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 599,328.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 599,328.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

599,328.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

Starboard Principal Co GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 599,328.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 599,328.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

599,328.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

Smith Jeffrey C

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 599,328.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 599,328.00

11

Aggregate amount beneficially owned by each reporting person

599,328.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 775133101

1

Name of reporting person

Feld Peter A

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 599,328.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 599,328.00

11

Aggregate amount beneficially owned by each reporting person

599,328.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Capital Stock, par value $1.00 per share
(b)	Name of Issuer: ROGERS CORP
(c)	Address of Issuer's Principal Executive Offices: 2225 W CHANDLER BLVD, CHANDLER, ARIZONA , 85224.
Item 1 Comment: The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 317,714 Shares beneficially owned by Starboard V&O Fund is approximately $26,295,437, excluding brokerage commissions. The aggregate purchase price of the 35,901 Shares beneficially owned by Starboard S LLC is approximately $2,341,260, excluding brokerage commissions. The aggregate purchase price of the 20,710 Shares beneficially owned by Starboard L Master is approximately $1,706,227, excluding brokerage commissions. The aggregate purchase price of the 128,595 Shares beneficially owned by Starboard X Master is approximately $9,683,346, excluding brokerage commissions. The aggregate purchase price of the 96,408 Shares held in the Starboard Value LP Account is approximately $6,581,257, excluding brokerage commissions.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 17,984,499 Shares outstanding, as of October 24, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2025. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(c)	Item 5(c) is hereby amended and restated to read as follows: Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in the securities of the Issuer listed therein were effected in the open market through various brokerage entities.
(e)	Item 5(e) is hereby amended and restated to read as follows: As of January 22, 2026, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in the Securities.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Starboard Value LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner
Date:	01/23/2026

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	01/23/2026

STARBOARD VALUE & OPPORTUNITY S LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager
Date:	01/23/2026

Starboard Value & Opportunity Master Fund L LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner
Date:	01/23/2026

Starboard Value L LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:	01/23/2026

Starboard Value R GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory
Date:	01/23/2026

Starboard X Master Fund Ltd

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	01/23/2026

Starboard Value GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member
Date:	01/23/2026

Starboard Principal Co LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner
Date:	01/23/2026

Starboard Principal Co GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory
Date:	01/23/2026

Smith Jeffrey C

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith
Date:	01/23/2026

Feld Peter A

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Attorney-in-Fact for Peter A. Feld
Date:	01/23/2026

FAQ

What does Starboard’s latest Schedule 13D/A disclose about Rogers Corp (ROG)?

The amended Schedule 13D (Amendment No. 2) discloses that Starboard Value and its affiliates now beneficially own 599,328 Rogers Corp shares, representing 3.3% of the company’s outstanding capital stock based on 17,984,499 shares outstanding as of October 24, 2025.

How many Rogers Corp shares does Starboard currently own and what percentage is that?

Starboard and its affiliated reporting persons report aggregate beneficial ownership of 599,328 Rogers Corp shares, which they calculate as 3.3% of the outstanding shares using 17,984,499 shares outstanding as of October 24, 2025.

When did Starboard fall below 5% ownership of Rogers Corp (ROG)?

The filing states that, as of January 22, 2026, the reporting persons ceased to beneficially own more than 5% of Rogers Corp’s outstanding shares.

How were Starboard’s Rogers Corp shares acquired and what was the purchase cost?

The shares were purchased in open-market transactions using working capital, which may have included margin loans. Aggregate purchase prices disclosed include $26,295,437 for 317,714 shares held by Starboard V&O Fund, $2,341,260 for 35,901 shares in Starboard S LLC, $1,706,227 for 20,710 shares in Starboard L Master, $9,683,346 for 128,595 shares in Starboard X Master, and $6,581,257 for 96,408 shares in the Starboard Value LP Account, all excluding brokerage commissions.

Which Starboard entities are listed as reporting persons for Rogers Corp (ROG)?

Reporting persons include Starboard Value LP, various Starboard funds such as Starboard Value & Opportunity Master Fund Ltd, Starboard Value & Opportunity S LLC, Starboard Value & Opportunity Master Fund L, Starboard X Master Fund Ltd, related general partners and principal entities, and individuals Jeffrey C. Smith and Peter A. Feld.

What share count did Starboard use to calculate its 3.3% stake in Rogers Corp?

The percentage ownership is based on 17,984,499 Rogers Corp shares outstanding as of October 24, 2025, as reported in a company Form 10-Q filed on October 30, 2025.

Does Starboard claim beneficial ownership of all Rogers Corp shares reported in the filing?

The filing states that it shall not be deemed an admission that any reporting person is the beneficial owner of securities that he or it does not directly own, and each reporting person specifically disclaims beneficial ownership of such securities.