0001193805-25-001524.txt : 20251031 0001193805-25-001524.hdr.sgml : 20251031 20251031214514 ACCESSION NUMBER: 0001193805-25-001524 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20251031 DATE AS OF CHANGE: 20251031 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS CORP CENTRAL INDEX KEY: 0000084748 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] ORGANIZATION NAME: 08 Industrial Applications and Services EIN: 060513860 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03750 FILM NUMBER: 251441935 BUSINESS ADDRESS: STREET 1: 2225 W CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224 BUSINESS PHONE: 480-917-6000 MAIL ADDRESS: STREET 1: 2225 W CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 ORGANIZATION NAME: CF EIN: 000000000 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0000921895-25-002118 0001517137 XXXXXXXX LIVE 1 Capital Stock, par value $1.00 per share 10/29/2025 false 0000084748 775133101 ROGERS CORP
2225 W CHANDLER BLVD CHANDLER AZ 85224
JEFFREY C. SMITH 212-845-7977 STARBOARD VALUE LP 777 Third Avenue, 18th Floor New York NY 10017 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 MEAGAN REDA, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001517137 N Starboard Value LP OO N DE 1203457.00 0.00 1203457.00 0.00 1203457.00 N 6.7 PN 0001373638 N STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD WC N E9 697455.00 0.00 697455.00 0.00 697455.00 N 3.9 CO 0001519812 N STARBOARD VALUE & OPPORTUNITY S LLC WC N DE 63104.00 0.00 63104.00 0.00 63104.00 N 0.4 OO 0001767736 N Starboard Value & Opportunity Master Fund L LP WC N E9 36402.00 0.00 36402.00 0.00 36402.00 N 0.2 PN 0001767773 N Starboard Value L LP OO N DE 36402.00 0.00 36402.00 0.00 36402.00 N 0.2 PN 0001575979 N Starboard Value R GP LLC OO N DE 36402.00 0.00 36402.00 0.00 36402.00 N 0.2 OO 0001833016 N Starboard X Master Fund Ltd WC N E9 237035.00 0.00 237035.00 0.00 237035.00 N 1.3 CO 0001517138 N Starboard Value GP LLC OO N DE 1203457.00 0.00 1203457.00 0.00 1203457.00 N 6.7 OO 0001517139 N Starboard Principal Co LP OO N DE 1203457.00 0.00 1203457.00 0.00 1203457.00 N 6.7 PN 0001517140 N Starboard Principal Co GP LLC OO N DE 1203457.00 0.00 1203457.00 0.00 1203457.00 N 6.7 OO 0001362697 N Smith Jeffrey C OO N X1 0.00 1203457.00 0.00 1203457.00 1203457.00 N 6.7 IN 0001410600 N Feld Peter A OO N X1 0.00 1203457.00 0.00 1203457.00 1203457.00 N 6.7 IN Capital Stock, par value $1.00 per share ROGERS CORP 2225 W CHANDLER BLVD CHANDLER AZ 85224 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 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(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. 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. 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 is hereby amended to add the following exhibit: 1 - Transactions in the Securities. Starboard Value LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner 10/31/2025 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 10/31/2025 STARBOARD VALUE & OPPORTUNITY S LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager 10/31/2025 Starboard Value & Opportunity Master Fund L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner 10/31/2025 Starboard Value L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner 10/31/2025 Starboard Value R GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 10/31/2025 Starboard X Master Fund Ltd /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 10/31/2025 Starboard Value GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member 10/31/2025 Starboard Principal Co LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner 10/31/2025 Starboard Principal Co GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 10/31/2025 Smith Jeffrey C /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith 10/31/2025 Feld Peter A /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Peter A. Feld 10/31/2025 EX-1 2 ex1to13da106297335_103125.htm

Exhibit 1

Transactions in the Securities of the Issuer During the Past Sixty Days

Nature of the Transaction

Amount of Securities

(Sold)

 Price ($)

Date of

Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

 

Sale of Common Stock (10,840) 86.7500 10/24/2025
Sale of Common Stock (20,390) 86.9230 10/24/2025
Sale of Common Stock (4,545) 86.4320 10/27/2025
Sale of Common Stock (169,962) 83.4190 10/29/2025
Sale of Common Stock (43,736) 83.9600 10/29/2025

 

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Sale of Common Stock (2,762) 86.9230 10/24/2025
Sale of Common Stock (1,468) 86.7500 10/24/2025
Sale of Common Stock (616) 86.4320 10/27/2025
Sale of Common Stock (23,021) 83.4190 10/29/2025
Sale of Common Stock (5,924) 83.9600 10/29/2025
Sale of Common Stock (31,362) 85.8100 10/31/2025

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Sale of Common Stock (566) 86.7500 10/24/2025
Sale of Common Stock (1,064) 86.9230 10/24/2025
Sale of Common Stock (237) 86.4320 10/27/2025
Sale of Common Stock (8,870) 83.4190 10/29/2025
Sale of Common Stock (2,282) 83.9600 10/29/2025

 

STARBOARD X MASTER FUND LTD

 

Sale of Common Stock (3,684) 86.7500 10/24/2025
Sale of Common Stock (6,930) 86.9230 10/24/2025
Sale of Common Stock (1,544) 86.4320 10/27/2025
Sale of Common Stock (57,763) 83.4190 10/29/2025
Sale of Common Stock (14,864) 83.9600 10/29/2025

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Sale of Common Stock (2,634) 86.7500 10/24/2025
Sale of Common Stock (4,954) 86.9230 10/24/2025
Sale of Common Stock (1,104) 86.4320 10/27/2025
Sale of Common Stock (41,296) 83.4190 10/29/2025
Sale of Common Stock (10,627) 83.9600 10/29/2025