Schedule 13D/A: Starboard owns 1,203,457 ROG shares (6.7%)

Rhea-AI Filing Summary

Starboard Value filed Amendment No. 1 to its Schedule 13D on Rogers Corp (ROG), reporting beneficial ownership of 1,203,457 shares, equal to 6.7% of the class. The group reports primarily sole voting and dispositive power over these shares through affiliated entities, while Jeffrey C. Smith and Peter A. Feld report shared voting and dispositive power over 1,203,457 shares.

Ownership percentages are based on 17,984,499 shares outstanding as of October 24, 2025. The filing states the positions were purchased with working capital (which may include margin loans) in open‑market transactions. Disclosed aggregate purchase prices include $56,941,247 for 697,455 shares (Starboard V&O Fund) and $22,531,020 for 237,035 shares (Starboard X Master), among others.

The amendment also adds an exhibit listing transactions over the past sixty days and updates the Item 5 ownership details and Item 3 source of funds.

Insights

Activism & Governance Analyst

Starboard reports a 6.7% ROG stake via Schedule 13D/A.

Starboard Value and affiliates disclose beneficial ownership of 1,203,457 Rogers shares, representing 6.7%, based on 17,984,499 shares outstanding as of October 24, 2025. The filing lists sole voting and dispositive power at the entity level, with Jeffrey C. Smith and Peter A. Feld reporting shared power over the same amount.

Purchases were made in the open market using working capital, and the amendment itemizes aggregate purchase amounts, including $56,941,247 for 697,455 shares and $22,531,020 for 237,035 shares. The added exhibit details trades in the last sixty days.

This is a disclosure of ownership and control mechanics rather than a transaction with issuer proceeds. Actual implications depend on future holder actions disclosed in subsequent filings.

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Accepted by SEC EDGAR 10/31/2025 - 09:45 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

10/29/2025

(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 1,203,457.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,203,457.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,203,457.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

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 697,455.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 697,455.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

697,455.00

12

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

13

Percent of class represented by amount in Row (11)

3.9 %

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 63,104.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 63,104.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

63,104.00

12

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

13

Percent of class represented by amount in Row (11)

0.4 %

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 36,402.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 36,402.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

36,402.00

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)

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 36,402.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 36,402.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

36,402.00

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)

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 36,402.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 36,402.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

36,402.00

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 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 237,035.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 237,035.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

237,035.00

12

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

13

Percent of class represented by amount in Row (11)

1.3 %

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 1,203,457.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,203,457.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,203,457.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

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 1,203,457.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,203,457.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,203,457.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

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 1,203,457.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,203,457.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,203,457.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

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 1,203,457.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,203,457.00

11

Aggregate amount beneficially owned by each reporting person

1,203,457.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

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 1,203,457.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,203,457.00

11

Aggregate amount beneficially owned by each reporting person

1,203,457.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

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. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 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 697,455 Shares beneficially owned by Starboard V&O Fund is approximately $56,941,247, excluding brokerage commissions. The aggregate purchase price of the 63,104 Shares beneficially owned by Starboard S LLC is approximately $4,253,885, excluding brokerage commissions. The aggregate purchase price of the 36,402 Shares beneficially owned by Starboard L Master is approximately $3,566,168, excluding brokerage commissions. The aggregate purchase price of the 237,035 Shares beneficially owned by Starboard X Master is approximately $22,531,020, excluding brokerage commissions. The aggregate purchase price of the 169,461 Shares held in the Starboard Value LP Account is approximately $12,477,892, 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.
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:	10/31/2025

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	10/31/2025

STARBOARD VALUE & OPPORTUNITY S LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager
Date:	10/31/2025

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:	10/31/2025

Starboard Value L LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:	10/31/2025

Starboard Value R GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory
Date:	10/31/2025

Starboard X Master Fund Ltd

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	10/31/2025

Starboard Value GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member
Date:	10/31/2025

Starboard Principal Co LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner
Date:	10/31/2025

Starboard Principal Co GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory
Date:	10/31/2025

Smith Jeffrey C

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith
Date:	10/31/2025

Feld Peter A

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Attorney-in-Fact for Peter A. Feld
Date:	10/31/2025

FAQ

What stake in Rogers Corp (ROG) does Starboard report in this Schedule 13D/A?

Starboard reports beneficial ownership of 1,203,457 shares, representing 6.7% of Rogers’ outstanding shares.

What share count did Starboard use to calculate its 6.7% ownership of ROG?

The calculation is based on 17,984,499 shares outstanding as of October 24, 2025.

How did Starboard fund its purchases of ROG shares?

Purchases were made with working capital, which may include margin loans, in open‑market transactions.

Who holds voting and dispositive power over the reported ROG shares?

Starboard entities report sole voting and dispositive power; Jeffrey C. Smith and Peter A. Feld report shared power over 1,203,457 shares.

Does the amendment disclose recent trading activity in ROG?

Yes. It adds an exhibit listing transactions in the past sixty days.

What aggregate purchase amounts are disclosed for Starboard vehicles?

Examples include $56,941,247 for 697,455 shares (V&O Fund) and $22,531,020 for 237,035 shares (X Master).