UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||
FOR THE QUARTERLY PERIOD ENDED March 31, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
FOR THE TRANSITION PERIOD FROM _____ TO _____.
Commission file number 1-9278
www.carlisle.com
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| ☒ | No | ☐ | |||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| ☒ | No | ☐ | |||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | | ||||||||
| 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.
| Yes | ☐ | No | ☐ | ||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☐ | No | |||||||||
On April 17, 2026, there were 40,465,076 shares of the registrant's common stock, par value $1.00 per share, outstanding.
Carlisle Companies Incorporated
Table of Contents
| Page | |||||
2
PART I—Financial Information
Item 1. Financial Statements
Carlisle Companies Incorporated
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)
| Three Months Ended March 31, | ||||||||||||||
| (in millions, except per share amounts) | 2026 | 2025 | ||||||||||||
| Revenues | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||
| Selling and administrative expenses | ||||||||||||||
| Research and development expenses | ||||||||||||||
| Other operating expense (income), net | ( | ( | ||||||||||||
| Operating income | ||||||||||||||
| Interest expense | ||||||||||||||
| Interest income | ( | ( | ||||||||||||
| Other non-operating expense (income), net | ( | |||||||||||||
| Income from continuing operations before income taxes | ||||||||||||||
| Provision for income taxes | ||||||||||||||
| Income from continuing operations | ||||||||||||||
| Income (loss) from discontinued operations | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Basic earnings per share attributable to common shares: | ||||||||||||||
| Income from continuing operations | $ | $ | ||||||||||||
| Income (loss) from discontinued operations | ||||||||||||||
| Basic earnings per share | $ | $ | ||||||||||||
| Diluted earnings per share attributable to common shares: | ||||||||||||||
| Income from continuing operations | $ | $ | ||||||||||||
| Income (loss) from discontinued operations | ||||||||||||||
| Diluted earnings per share | $ | $ | ||||||||||||
| Average shares outstanding: | ||||||||||||||
| Basic | ||||||||||||||
| Diluted | ||||||||||||||
| Comprehensive income: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Other comprehensive income (loss): | ||||||||||||||
| Foreign currency gains (losses) | ( | |||||||||||||
| Other, net of tax | ||||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||
| Comprehensive income | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
3
Carlisle Companies Incorporated
Condensed Consolidated Balance Sheets (Unaudited)
| (in millions, except par values) | March 31, 2026 | December 31, 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Receivables, net of allowance for credit losses of $ | ||||||||||||||
| Inventories | ||||||||||||||
| Prepaid expenses | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
Property, plant, and equipment, net of accumulated depreciation of $ | ||||||||||||||
| Goodwill | ||||||||||||||
Other intangible assets, net of accumulated amortization of $ | ||||||||||||||
| Other long-term assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Contract liabilities | ||||||||||||||
| Deferred taxes | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
Common stock(1)(2) | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Treasury stock(3) | ( | ( | ||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
(1)Preferred Stock: $1 5.0 no
(2)Common Stock : $1 200.0 40.5 and 41.0 shares outstanding, respectively
(3)Treasury Stock: at cost; 38.1 and 37.6 shares, respectively
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
4
Carlisle Companies Incorporated
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Three Months Ended March 31, | ||||||||||||||
(in millions) | 2026 | 2025 | ||||||||||||
| Operating activities: | ||||||||||||||
Net income | $ | $ | ||||||||||||
Reconciliation of net income to net cash provided by (used in) operating activities: | ||||||||||||||
Depreciation | ||||||||||||||
Amortization | ||||||||||||||
Stock-based compensation | ||||||||||||||
| Deferred taxes | ( | |||||||||||||
Other operating activities, net | ||||||||||||||
Changes in assets and liabilities, excluding effects of acquisitions: | ||||||||||||||
Receivables | ( | ( | ||||||||||||
Inventories | ( | ( | ||||||||||||
Prepaid expenses and other assets | ||||||||||||||
Accounts payable | ||||||||||||||
| Other current liabilities | ( | ( | ||||||||||||
Other long-term liabilities | ( | ( | ||||||||||||
| Net cash provided by (used in) operating activities | ( | |||||||||||||
| Investing activities: | ||||||||||||||
Acquisitions, net of cash acquired | ( | |||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
Other investing activities, net | ||||||||||||||
| Net cash provided by (used in) investing activities | ( | ( | ||||||||||||
| Financing activities: | ||||||||||||||
Repurchases of common stock | ( | ( | ||||||||||||
Dividends paid | ( | ( | ||||||||||||
Proceeds from exercise of stock options | ||||||||||||||
Withholding tax paid related to stock-based compensation | ( | ( | ||||||||||||
| Other financing activities, net | ( | ( | ||||||||||||
| Net cash provided by (used in) financing activities | ( | ( | ||||||||||||
Effect of foreign currency exchange rate changes on cash and cash equivalents | ( | |||||||||||||
| Change in cash and cash equivalents | ( | ( | ||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
5
Carlisle Companies Incorporated
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share amounts) | Shares Outstanding | Amount | Shares | Cost | ||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends - $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock(1) | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation(2) | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Dividends - $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock(1) | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation(2) | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
(1)Repurchases of common stock include excise taxes on share repurchases.
(2)Stock-based compensation includes stock options exercised net of tax, restricted and performance shares vested, and shares issued and deferred associated with deferred compensation.
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
6
Carlisle Companies Incorporated
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1—Basis of Presentation
These unaudited Condensed Consolidated Financial Statements include the accounts of Carlisle Companies Incorporated and its wholly owned subsidiaries (collectively, "Carlisle" or the "Company").
These unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), but they do not include all information required for complete financial statements. As such, they should be read in conjunction with the Company’s audited Consolidated Financial Statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2025.
In the opinion of the Company's management, these unaudited Condensed Consolidated Financial Statements contain all normal and recurring adjustments necessary to fairly state the financial results of the interim periods presented. Certain prior period amounts have been reclassified to conform to the current period's presentation.
New Accounting Pronouncements
The Company does not expect any recently issued accounting pronouncements to materially affect its financial position or results of operations.
Note 2—Segment Information
The Company has two reportable segments:
Carlisle Construction Materials ("CCM")—this segment produces a complete line of premium single-ply roofing products and warranted roof systems and accessories for the commercial building industry, including ethylene propylene diene monomer ("EPDM"), thermoplastic polyolefin ("TPO") and polyvinyl chloride ("PVC") membrane, polyisocyanurate ("polyiso") insulation, and engineered metal roofing and wall panel systems for commercial and residential buildings.
Carlisle Weatherproofing Technologies ("CWT")—this segment produces building envelope solutions that drive energy efficiency and sustainability in commercial and residential applications. Products include high-performance waterproofing and moisture protection products, protective roofing underlayments, fully integrated liquid and sheet applied air/vapor barriers, sealants/primers and flashing systems, roof coatings and mastics, spray polyurethane foam and coating systems for a wide variety of thermal protection applications and other premium polyurethane products, block-molded expanded polystyrene insulation, engineered products for HVAC applications, and premium products for a variety of industrial and surfacing applications.
Carlisle's chief operating decision maker ("CODM") is its Chief Executive Officer. The CODM uses segment operating income in the annual budget and forecasting process. The CODM considers forecast-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses operating income to assess the performance of each segment and determine the compensation of certain employees.
7
A summary of financial information by reportable segment follows:
| Three Months Ended March 31, 2026 | ||||||||||||||||||||
| (in millions) | CCM | CWT | Total | |||||||||||||||||
| Revenue | $ | $ | $ | |||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||
| Selling and administrative expenses | ||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||
Other operating expense (income), net(1) | ( | |||||||||||||||||||
| Segment operating income | ||||||||||||||||||||
| Corporate operating expense | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Interest income | ( | |||||||||||||||||||
| Other non-operating expense (income), net | ( | |||||||||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||||||||
(1)Primarily related to lease income and restructuring costs.
| Three Months Ended March 31, 2025 | ||||||||||||||||||||
| (in millions) | CCM | CWT | Total | |||||||||||||||||
| Revenue | $ | $ | $ | |||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||
| Selling and administrative expenses | ||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||
Other operating expense (income), net(1) | ( | |||||||||||||||||||
| Segment operating income | ||||||||||||||||||||
| Corporate operating expense | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Interest income | ( | |||||||||||||||||||
| Other non-operating expense (income), net | ||||||||||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||||||||
(1)Primarily related to legal settlements and asset retirement obligations.
Other financial information by reportable segment follows:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
(in millions) | Depreciation and Amortization | Capital Expenditures | Depreciation and Amortization | Capital Expenditures | ||||||||||||||||||||||
| Carlisle Construction Materials | $ | $ | $ | $ | ||||||||||||||||||||||
| Carlisle Weatherproofing Technologies | ||||||||||||||||||||||||||
| Segment total | ||||||||||||||||||||||||||
Corporate | ||||||||||||||||||||||||||
Total | $ | $ | $ | $ | ||||||||||||||||||||||
The Company does not report total assets by segment as this is not a metric used by the CODM to allocate resources or evaluate segment performance.
8
Note 3—Acquisitions
2025 Acquisitions
Bonded Logic
On June 30, 2025, the Company completed the acquisition of selected assets of Bonded Logic, Inc. and Phoenix Fibers, LLC (collectively, "Bonded Logic"), for cash consideration of $61.4 million. Bonded Logic is a U.S. manufacturer of sustainable thermal and acoustical insulation products and is best known for its innovative natural fiber insulation products. The acquisition of Bonded Logic is consistent with Carlisle’s Vision 2030 strategy and its strategic pivot to a pure play building products company. The acquisition reinforces Carlisle’s emphasis on increased investment in innovation, synergistic M&A, delivering on its sustainability commitments, and bringing to market new building envelope products that deliver energy efficiency and contractor labor-savings.
The following table summarizes the consideration transferred to acquire Bonded Logic and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed based upon their acquisition date fair values with the remainder allocated to goodwill. The fair values are preliminary and subject to change pending receipt of the final valuation for all acquired assets and liabilities.
| Preliminary Allocation | Measurement Period Adjustments | Preliminary Allocation | ||||||||||||||||||
| (in millions) | As of 6/30/2025 | As of 3/31/2026 | ||||||||||||||||||
| Total cash consideration transferred | $ | $ | $ | |||||||||||||||||
| Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||||||||||||||
| Receivables, net | ||||||||||||||||||||
| Inventories | ( | |||||||||||||||||||
| Other current assets | ||||||||||||||||||||
| Property, plant, and equipment | ( | |||||||||||||||||||
| Other intangible assets | ||||||||||||||||||||
| Other long-term assets | ||||||||||||||||||||
| Accounts payable | ( | ( | ||||||||||||||||||
| Other current liabilities | ( | ( | ||||||||||||||||||
| Other long-term liabilities | ( | ( | ||||||||||||||||||
| Total identifiable net assets | ||||||||||||||||||||
| Goodwill | $ | $ | $ | |||||||||||||||||
ThermaFoam
On February 3, 2025, the Company completed the acquisition of selected assets of ThermaFoam Operating LLC, PowerFoam LLC, and ThermaFoam Real Estate LLC (collectively, "ThermaFoam"), for cash consideration of $53.7 million. ThermaFoam provides expanded polystyrene insulation products into the commercial, residential, and infrastructure construction markets through both the ThermaFoam and PowerFoam brands. The purchase of ThermaFoam supports Carlisle’s Vision 2030 strategy and strategic pivot to a pure play building products company and leverages Carlisle’s vertically integrated expanded polystyrene capabilities while adding geographic coverage in Texas and the South Central United States.
The following table summarizes the consideration transferred to acquire ThermaFoam and the allocation of the purchase price among the assets acquired and liabilities assumed based upon their acquisition date fair values with the remainder allocated to goodwill.
9
| Preliminary Allocation | Measurement Period Adjustments | Final Allocation | ||||||||||||||||||
| (in millions) | As of 2/3/2025 | As of 2/2/2026 | ||||||||||||||||||
| Total cash consideration transferred | $ | $ | $ | |||||||||||||||||
| Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||||||||||||||
| Receivables, net | ||||||||||||||||||||
| Inventories | ||||||||||||||||||||
| Other current assets | ||||||||||||||||||||
| Property, plant, and equipment | ( | |||||||||||||||||||
| Other intangible assets | ||||||||||||||||||||
| Accounts payable | ( | ( | ||||||||||||||||||
| Other current liabilities | ( | ( | ||||||||||||||||||
| Total identifiable net assets | ||||||||||||||||||||
| Goodwill | $ | $ | $ | |||||||||||||||||
Note 4—Earnings Per Share
Restricted stock awards granted as part of the Company's Incentive Compensation Program participate in nonforfeitable dividends on a one -to-one per-share ratio with common stock. As such, unvested restricted stock awards are considered participating securities in the computation of earnings per share under the two-class method, and undistributed earnings are allocated between common stock and participating securities on a one -to-one per-share basis. The numerator in the computation of basic and diluted earnings per share excludes income allocated to these participating securities.
The denominator in the computation of diluted earnings per share includes the dilutive effect of stock options and performance share awards granted as part of the Company's Incentive Compensation Program. The dilutive effect of stock options is calculated using the treasury stock method when the average market price of the Company's common stock during the reporting period exceeds the exercise price of the options. Performance shares are contingently issuable, and the dilutive effect is based on the number of shares that would have been awarded had the conditions at the end of the reporting period continued until the end of the performance period.
A reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for income from continuing operations follows:
| Three Months Ended March 31, | |||||||||||||||||
| (in millions, except per share amounts) | 2026 | 2025 | |||||||||||||||
| Income from continuing operations | $ | $ | |||||||||||||||
Less: Income allocated to participating securities | |||||||||||||||||
| Income from continuing operations available to common stockholders | $ | $ | |||||||||||||||
| Shares: | |||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||
Effect of dilutive securities(1) | |||||||||||||||||
Diluted weighted-average shares outstanding | |||||||||||||||||
Earnings per share from continuing operations attributable to common shares: | |||||||||||||||||
| Basic | $ | $ | |||||||||||||||
| Diluted | $ | $ | |||||||||||||||
10
Note 5—Revenues
Revenues by End-Market
A summary of revenues disaggregated by end-market follows:
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||
| (in millions) | CCM | CWT | Total | CCM | CWT | Total | ||||||||||||||||||||||||||||||||
| Non-residential construction | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Residential construction | ||||||||||||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Revenues by Geographic Area
A summary of revenues based on the region to which the product was delivered follows:
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||
| (in millions) | CCM | CWT | Total | CCM | CWT | Total | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| International: | ||||||||||||||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||||||||||||||
| North America (excluding U.S.) | ||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total international | ||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Contract Liabilities
The Company receives payment at inception of contracts for separately priced extended service warranties. The related revenue is deferred and recognized on a straight-line basis over the life of the contracts. Remaining performance obligations for extended service warranties represent the transaction price for the remaining stand-ready obligation to perform warranty services. A summary of the change in contract liabilities for the three months ended March 31, follows:
(in millions) | 2026 | 2025 | ||||||||||||
| Balance as of January 1 | $ | $ | ||||||||||||
| Revenue deferred | ||||||||||||||
| Revenue recognized | ( | ( | ||||||||||||
Balance as of March 31 | $ | $ | ||||||||||||
A summary of revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2026, follows:
(in millions) | Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | Thereafter | |||||||||||||||||||||||||||||||||||||
| Extended service warranties | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Note 6—Income Taxes
The effective income tax rate on continuing operations for the three months ended March 31, 2026, was 21.8 %. The year-to-date provision for income taxes includes taxes on earnings at an anticipated rate of 23.2 % and a tax benefit of $2.3 million of discrete activity primarily related to excess tax benefits from employee stock compensation.
The effective income tax rate on continuing operations for the three months ended March 31, 2025, was 19.9 %.
11
Note 7—Inventories
A summary of the Company's inventories follows:
| (in millions) | March 31, 2026 | December 31, 2025 | ||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work-in-process | ||||||||||||||
| Finished goods | ||||||||||||||
| Reserves | ( | ( | ||||||||||||
| Inventories | $ | $ | ||||||||||||
Note 8—Other Intangible Assets
A summary of the Company's other intangible assets follows:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
(in millions) | Acquired Cost | Accumulated Amortization | Net Book Value | Acquired Cost | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Indefinite-lived trade names | ||||||||||||||||||||||||||||||||||||||
| Technology | ( | ( | ||||||||||||||||||||||||||||||||||||
| Definite-lived trade names | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
Note 9—Long-term Debt
A summary of the Company's long-term debt follows:
(in millions) | Fair Value(1) | |||||||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Unamortized discount and debt issuance costs | ( | ( | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total debt | ||||||||||||||||||||||||||
| Less: Current portion of debt | ||||||||||||||||||||||||||
| Long-term debt | $ | $ | ||||||||||||||||||||||||
(1)The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, the debt instruments are classified as Level 2 in the fair value hierarchy.
Notes
On August 20, 2025, the Company completed a public offering of unsecured senior notes, consisting of $500.0 million in aggregate principal amount with a stated interest rate of 5.25 % due September 15, 2035 and $500.0 million in aggregate principal amount with a stated interest rate of 5.55 % due September 15, 2040.
Revolving Credit Facility
During the three months ended March 31, 2026, there were no no 1.0
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Covenants and Limitations
The Notes and the Credit Agreement require the Company to meet various restrictive covenants and limitations, including certain leverage and interest coverage ratios and limits on outstanding debt balances held by certain subsidiaries. The Company was in compliance with all covenants and limitations as of March 31, 2026 and December 31, 2025.
Letters of Credit and Guarantees
During the normal course of business, the Company enters into commitments in the form of letters of credit and bank guarantees to provide its own financial and performance assurance to third parties. The Company has not issued any guarantees on behalf of any third parties. As of March 31, 2026 and December 31, 2025, the Company had $48.0 million and $48.8 million, respectively, in letters of credit and bank guarantees outstanding. The Company has multiple arrangements for up to $100.0 million in letters of credit, of which $52.0 million was available as of March 31, 2026.
Note 10—Commitments and Contingencies
Litigation
As of March 31, 2026, there were no material developments in the legal proceedings included in Note 15 to the audited Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and there were no new material legal proceedings during the three months ended March 31, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Carlisle Companies Incorporated (“Carlisle,” the “Company,” “we,” “us” or “our”) is a leading supplier of innovative building envelope products and solutions for more energy efficient buildings. Through our building products businesses, Carlisle Construction Materials ("CCM") and Carlisle Weatherproofing Technologies ("CWT"), and family of leading brands, we deliver innovative, labor-reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. Carlisle is committed to generating superior stockholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases, and continued dividend increases.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of our financial statements with a narrative from the perspective of Company management. All references to "Notes" refer to our Notes to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q.
Executive Overview
Carlisle reported strong first quarter results despite challenges associated with the Middle East conflict, housing affordability, and weather. Our team executed with discipline against our Vision 2030 priorities, delivering diluted earnings per share of $3.10 and increasing operating margin by 30 basis points and adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") margin by 50 basis points. Revenue of $1.1 billion was impacted by unfavorable winter weather conditions that constrained contractors' days on the roof throughout the quarter into early March. The quarter was shaped by three themes: our swift pricing response to oil-driven cost inflation, our disciplined execution in protecting margins, and our continued progress on innovation and other strategic priorities.
While the cost of our raw materials does not fully correlate with oil price fluctuations, the magnitude and increasing duration of elevated oil prices has impacted our petrochemical-linked raw material inputs. We have responded quickly to this cost inflation by announcing price increases across CCM and CWT along with freight surcharges to offset escalating freight rates.
At CCM, operating margin decreased 10 basis points to 24.3%, and adjusted EBITDA margin expanded 30 basis points year-over-year to 27.4% despite lower revenue, as volume headwinds were offset by productivity gains driven by the Carlisle Operating System ("COS"), procurement discipline, and selling and administrative cost controls. At CWT, operating margin increased 50 basis points to 5.9%, and adjusted EBITDA margins decreased 40 basis points to 15.2% due to lower volumes which was partially offset by the positive impact of operational improvements that continued to deliver measurable results, including footprint consolidation and expanded in-house polystyrene resin capacity.
The quarter also marked meaningful progress toward our Vision 2030 goal of driving value through innovation. Our new ThermaThin 7 polyiso insulation received both the People’s Choice and Expert’s Choice awards at the 2026 International Roofing Expo. Across the business, we are on track to launch many new products in 2026, reflecting strong momentum in our innovation pipeline.
As we move through 2026, we remain focused on integrating recent acquisitions, driving structural margin improvement through COS, and elevating the Carlisle Experience.
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Summary of Financial Results
| Three Months Ended March 31, | ||||||||||||||
| (in millions, except per share amounts and percentages) | 2026 | 2025 | ||||||||||||
| Revenues | $ | 1,052.1 | $ | 1,095.8 | ||||||||||
| Operating income | $ | 180.3 | $ | 183.6 | ||||||||||
| Operating margin | 17.1 | % | 16.8 | % | ||||||||||
| Income from continuing operations | $ | 127.7 | $ | 140.1 | ||||||||||
| Diluted earnings per share from continuing operations | $ | 3.10 | $ | 3.13 | ||||||||||
Adjusted EBITDA(1) | $ | 234.6 | $ | 238.4 | ||||||||||
Adjusted EBITDA margin(1) | 22.3 | % | 21.8 | % | ||||||||||
(1)Refer to Non-GAAP Financial Measures in this MD&A for more information.
Consolidated Results of Operations
Revenues
| (in millions, except percentages) | 2026 | 2025 | Change | % | Organic | Acquisition Effect | Exchange Rate Effect | |||||||||||||||||||||||||||||||||||||
Three months ended March 31 | $ | 1,052.1 | $ | 1,095.8 | $ | (43.7) | (4.0) | % | (5.0) | % | 0.4 | % | 0.6 | % | ||||||||||||||||||||||||||||||
Revenues decreased in the first quarter of 2026, primarily due to lower sales volumes in our non-residential construction end-market resulting from the impact of adverse winter weather on shipment timing and the continuation of soft new construction activity.
Gross Profit
| (in millions, except percentages) | Three Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Gross profit | $ | 363.2 | $ | 385.7 | $ | (22.5) | (5.8) | % | ||||||||||||||||||
| Gross margin | 34.5 | % | 35.2 | % | ||||||||||||||||||||||
Gross margin decreased in the first quarter of 2026, primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.
Selling and Administrative Expenses
| (in millions, except percentages) | Three Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Selling and administrative expenses | $ | 171.8 | $ | 194.0 | $ | (22.2) | (11.4) | % | ||||||||||||||||||
As a percentage of revenues | 16.3 | % | 17.7 | % | ||||||||||||||||||||||
Selling and administrative expenses decreased in the first quarter of 2026, primarily resulting from lower wage and benefit expenses of $12.1 million and lower acquisition-related costs and professional fees of $6.0 million.
Research and Development Expenses
| (in millions, except percentages) | Three Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Research and development expenses | $ | 12.1 | $ | 10.7 | $ | 1.4 | 13.1 | % | ||||||||||||||||||
As a percentage of revenues | 1.2 | % | 1.0 | % | ||||||||||||||||||||||
Research and development expenses increased in the first quarter of 2026, primarily due to higher new product development expenses. The increase in research and development expenses is consistent with a key pillar of Vision 2030 to drive innovation with a commitment to investing in the creation of new products and solutions that add value through advancements in sustainability and energy and labor efficiencies.
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Interest
| (in millions, except percentages) | Three Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Interest expense | $ | 28.3 | $ | 14.8 | $ | 13.5 | 91.2 | % | ||||||||||||||||||
| Interest income | $ | (8.9) | $ | (6.4) | $ | (2.5) | 39.1 | % | ||||||||||||||||||
Interest expense increased in the first quarter of 2026, primarily due to higher long-term debt balances associated with the notes issued on August 20, 2025. Refer to Note 9 for further information on our long-term debt.
Interest income increased during the first quarter of 2026, primarily due to a higher invested cash balance compared to 2025.
Income Taxes
| (in millions, except percentages) | Three Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Provision for income taxes | $ | 35.5 | $ | 34.9 | $ | 0.6 | 1.7 | % | ||||||||||||||||||
Effective tax rate | 21.8 | % | 19.9 | % | ||||||||||||||||||||||
The provision for income taxes on continuing operations increased during the first quarter, primarily due to lower excess tax benefits from employee stock compensation, partially offset by lower pre-tax income.
The year-to-date provision for income taxes includes taxes on earnings at an anticipated rate of 23.2% and a tax benefit of $2.3 million from discrete activity primarily related to excess tax benefits from employee stock compensation, compared to an anticipated rate of 23.3% and a tax benefit from discrete activity of $5.8 million in the first quarter of 2025.
Segment Results of Operations
Carlisle Construction Materials
This segment produces a complete line of premium single-ply roofing products and warranted roof systems and accessories for the commercial building industry, including ethylene propylene diene monomer ("EPDM"), thermoplastic polyolefin ("TPO") and polyvinyl chloride ("PVC") membrane, polyisocyanurate ("polyiso") insulation, and engineered metal roofing and wall panel systems for commercial and residential buildings.
| (in millions, except percentages) | Three Months Ended March 31, | Organic | Acquisition Effect | Exchange Rate Effect | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||||||||||||||||||||
Revenues | $ | 758.1 | $ | 798.5 | $ | (40.4) | (5.1) | % | (5.8) | % | — | % | 0.7 | % | ||||||||||||||||||||||||||||||
Operating income | $ | 184.0 | $ | 194.8 | $ | (10.8) | (5.5) | % | ||||||||||||||||||||||||||||||||||||
Operating margin | 24.3 | % | 24.4 | % | ||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | 207.9 | $ | 216.5 | $ | (8.6) | (4.0) | % | ||||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin(1) | 27.4 | % | 27.1 | % | ||||||||||||||||||||||||||||||||||||||||
(1)Refer to Non-GAAP Financial Measures in this MD&A for more information.
CCM's revenue decreased in the first quarter of 2026, primarily reflecting lower volumes due to the adverse winter weather and continued softness in commercial new construction activity.
CCM's operating margin was relatively flat and adjusted EBITDA margin increased in the first quarter of 2026, primarily due to the impact of lower sales volumes offset by lower selling and administrative expenses of $5.9 million driven by ongoing COS-led cost saving initiatives.
Carlisle Weatherproofing Technologies
This segment produces building envelope solutions that drive energy efficiency and sustainability in commercial and residential applications. Products include high-performance waterproofing and moisture protection products, protective roofing underlayments, fully integrated liquid and sheet applied air/vapor barriers, sealants/primers and flashing systems, roof coatings and mastics, spray polyurethane foam and coating systems for a wide variety of thermal protection applications and other premium polyurethane products, block-molded expanded polystyrene insulation, engineered products for HVAC applications, and premium products for a variety of industrial and surfacing applications.
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| (in millions, except percentages) | Three Months Ended March 31, | Organic | Acquisition Effect | Exchange Rate Effect | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||||||||||||||||||||
Revenues | $ | 294.0 | $ | 297.3 | $ | (3.3) | (1.1) | % | (3.0) | % | 1.4 | % | 0.5 | % | ||||||||||||||||||||||||||||||
Operating income | $ | 17.3 | $ | 16.2 | $ | 1.1 | 6.8 | % | ||||||||||||||||||||||||||||||||||||
Operating margin | 5.9 | % | 5.4 | % | ||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | 44.8 | $ | 46.3 | $ | (1.5) | (3.2) | % | ||||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin(1) | 15.2 | % | 15.6 | % | ||||||||||||||||||||||||||||||||||||||||
(1)Refer to Non-GAAP Financial Measures in this MD&A for more information.
CWT’s revenue decreased in the first quarter of 2026, primarily driven by lower sales volumes due to continued market softness in new construction activity, partially offset by revenue from the recent acquisitions of ThermaFoam and Bonded Logic.
CWT’s operating margin increased and adjusted EBITDA margin decreased in the first quarter of 2026, primarily due to the impact of lower sales volumes partially offset by lower selling and administrative expenses of $9.0 million driven by lower acquisition costs of $4.2 million and savings from targeted restructurings.
Liquidity and Capital Resources
We believe that our current cash reserves, available credit facilities, and anticipated operating cash flows are adequate to meet our short-term projected business requirements for at least the next 12 months and our long-term financial requirements, including the repayment of outstanding principal balances on existing notes by their respective maturity dates.
Additional sources of liquidity may be obtained through access to the capital markets, subject to market conditions. The Company may consider such access for general corporate purposes that include the repayment of outstanding debt, additions to working capital, capital expenditures, investments in our subsidiaries, acquisitions, investments in third parties or the repurchase, redemption or retirement of securities, including our common stock. For further details regarding long-term debt, refer to Note 9.
Management retains discretion over the allocation of available cash and may deploy resources toward capital expenditures, acquisitions, strategic investments, dividends, or share repurchases.
| Three Months Ended March 31, | ||||||||||||||
(in millions) | 2026 | 2025 | ||||||||||||
| Net cash provided by (used in) operating activities | $ | (44.7) | $ | 1.8 | ||||||||||
| Net cash provided by (used in) investing activities | (28.0) | (78.9) | ||||||||||||
| Net cash provided by (used in) financing activities | (268.0) | (456.4) | ||||||||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | (0.1) | 0.2 | ||||||||||||
| Change in cash and cash equivalents | $ | (340.8) | $ | (533.3) | ||||||||||
Operating Activities
Net cash used in operating activities for the first three months of 2026 was $44.7 million. Net cash provided by operating activities was $1.8 million for the first three months of 2025. This year-over-year change was primarily driven by higher working capital uses of $29.6 million and lower income from continuing operations, excluding non-cash reconciling items, of $14.6 million.
We typically deploy cash in the first quarter to settle year-end liabilities and build working capital ahead of the construction season. Compared to the first three months of 2025, we used $107.9 million more cash to settle other current liabilities, primarily reflecting a $125 million post-year-end settlement of an accrued tax-related liability. Excluding this tax-related payment, operating cash flow improved compared to the first three months of 2025 as we deployed $18.0 million less into accounts receivable due to timing of sales and collections, $20.0 million less into inventories due to improved inventory turnover, and $34.5 million less into accounts payable due to timing of expenses and payments.
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Investing Activities
Net cash used in investing activities of $28.0 million for the first three months of 2026 primarily reflected capital expenditures of $28.3 million. Cash used in investing activities of $78.9 million for the first three months of 2025 primarily reflected the purchase of ThermaFoam for $52.9 million and capital expenditures of $29.0 million.
Financing Activities
Net cash used in financing activities of $268.0 million in the first three months of 2026 primarily reflected share repurchases of $250.0 million and cash dividend payments of $45.7 million. Cash used in financing activities of $456.4 million in the first three months of 2025 primarily reflected share repurchases of $400.0 million and cash dividend payments of $45.2 million.
Non-GAAP Financial Measures
EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin
Earnings before interest and taxes ("EBIT"), adjusted EBIT, adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") and adjusted EBITDA margin are intended to provide investors and others with information about our performance and our segments' performance without the effect of items that, by their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. As a result, management believes that these measures enhance the ability of investors to analyze trends in our business and evaluate our performance relative to similarly-situated companies. This information differs from net income, operating income, and operating margin determined in accordance with GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with GAAP. Our and our segments' EBIT, adjusted EBIT, adjusted EBITDA and adjusted EBITDA margin follows. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.
| Three Months Ended March 31, | ||||||||||||||
| (in millions, except percentages) | 2026 | 2025 | ||||||||||||
| Net income (GAAP) | $ | 127.7 | $ | 143.3 | ||||||||||
| Less: Income from discontinued operations (GAAP) | — | 3.2 | ||||||||||||
| Income from continuing operations (GAAP) | 127.7 | 140.1 | ||||||||||||
| Provision for income taxes | 35.5 | 34.9 | ||||||||||||
| Interest expense | 28.3 | 14.8 | ||||||||||||
| Interest income | (8.9) | (6.4) | ||||||||||||
| EBIT | 182.6 | 183.4 | ||||||||||||
| Non-comparable (gains) / losses and costs related to: | ||||||||||||||
| Acquisitions | 0.4 | 6.8 | ||||||||||||
| Dispositions | 0.1 | 0.1 | ||||||||||||
| Restructuring | 2.4 | 0.1 | ||||||||||||
| Legal settlements | (0.1) | 0.2 | ||||||||||||
| Total non-comparable items | 2.8 | 7.2 | ||||||||||||
| Adjusted EBIT | 185.4 | 190.6 | ||||||||||||
| Depreciation | 18.8 | 17.7 | ||||||||||||
| Amortization | 30.4 | 30.1 | ||||||||||||
| Adjusted EBITDA | $ | 234.6 | $ | 238.4 | ||||||||||
| Divided by: | ||||||||||||||
| Total revenues | $ | 1,052.1 | $ | 1,095.8 | ||||||||||
| Adjusted EBITDA margin | 22.3 | % | 21.8 | % | ||||||||||
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| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | CCM | CWT | Corporate | CCM | CWT | Corporate | ||||||||||||||||||||||||||||||||
| Operating income (loss) (GAAP) | $ | 184.0 | $ | 17.3 | $ | (21.0) | $ | 194.8 | $ | 16.2 | $ | (27.4) | ||||||||||||||||||||||||||
| Non-operating expense (income), net | 0.1 | (0.1) | (2.3) | (0.1) | — | 0.3 | ||||||||||||||||||||||||||||||||
| EBIT | 183.9 | 17.4 | (18.7) | 194.9 | 16.2 | (27.7) | ||||||||||||||||||||||||||||||||
| Non-comparable (gains) / losses and costs related to: | ||||||||||||||||||||||||||||||||||||||
| Acquisitions | — | 0.2 | 0.2 | — | 4.4 | 2.4 | ||||||||||||||||||||||||||||||||
| Dispositions | — | 0.1 | — | — | 0.1 | — | ||||||||||||||||||||||||||||||||
| Restructuring | 1.1 | 1.3 | — | — | 0.1 | — | ||||||||||||||||||||||||||||||||
| Legal settlements | 0.1 | (0.2) | — | — | 0.2 | — | ||||||||||||||||||||||||||||||||
| Total non-comparable items | 1.2 | 1.4 | 0.2 | — | 4.8 | 2.4 | ||||||||||||||||||||||||||||||||
| Adjusted EBIT | 185.1 | 18.8 | (18.5) | 194.9 | 21.0 | (25.3) | ||||||||||||||||||||||||||||||||
| Depreciation | 13.4 | 5.1 | 0.3 | 12.6 | 4.7 | 0.4 | ||||||||||||||||||||||||||||||||
| Amortization | 9.4 | 20.9 | 0.1 | 9.0 | 20.6 | 0.5 | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 207.9 | $ | 44.8 | $ | (18.1) | $ | 216.5 | $ | 46.3 | $ | (24.4) | ||||||||||||||||||||||||||
| Divided by: | ||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 758.1 | $ | 294.0 | $ | — | $ | 798.5 | $ | 297.3 | $ | — | ||||||||||||||||||||||||||
| Adjusted EBITDA margin | 27.4 | % | 15.2 | % | NM | 27.1 | % | 15.6 | % | NM | ||||||||||||||||||||||||||||
Forward-Looking Statements
This report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about our expectations, plans, objectives, future financial performance and other matters that are not historical facts. You can identify these forward-looking statements by our use of words such as "anticipate," "believe," "continues," "estimate," "expect," "forecast," "foresee," "intends," "may," "plans," "project," "pursue," "should," "will" and similar expressions. We cannot guarantee that any forward-looking statement will be realized, although we believe that we have been prudent in our plans, estimates and assumptions. Such statements are made based on known events and circumstances at the time of publication and, as such, are subject in the future to unforeseen risks and uncertainties and to assumptions that may prove to be inaccurate. It is possible that our future performance may differ materially from current expectations expressed in, or implied by, these forward-looking statements due to a variety of factors, including:
•increasing price and product/service competition by foreign and domestic competitors, including new entrants;
•significant reliance on our key customers;
•damage to, or prolonged disruption of, our manufacturing facilities;
•technological developments and changes;
•the ability to continue to introduce competitive new products and services on a timely, cost-effective basis;
•our mix of products/services;
•increases in raw material costs that cannot be recovered in product pricing;
•domestic and foreign governmental and public policy changes including environmental and industry regulations;
•the ability of our customers to maintain appropriate labor levels under U.S. immigration laws, policies and practices;
•the ability to meet our goals relating to our intended reduction of greenhouse gas emissions, including our net zero commitments;
•threats associated with, and efforts to combat, terrorism;
•protection and validity of patent and other intellectual property rights;
•the identification of strategic acquisition targets and our successful completion of any transaction and integration of our strategic acquisitions;
•the cyclical nature of our businesses;
•the impact of information technology, cybersecurity, artificial intelligence or data security breaches at our businesses or third parties;
•the outcome of pending and future litigation, including product liability claims, and governmental proceedings;
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•general industry and market conditions and growth rates, the condition of the financial and credit markets and general domestic and international economic conditions, including inflation, interest rate and currency exchange rate fluctuations, and tariffs;
•any conflict in the international arena, including the Russian invasion of Ukraine and war in the Middle East; and
•the other factors discussed in the reports we file with, or furnish to, the Securities and Exchange Commission from time to time.
Any forward-looking statement speaks only as of the date on which that statement is made, and we undertake no duty to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which that statement is made, unless otherwise required by law. New factors emerge from time to time, and it is not possible for us to predict all of those factors, nor can we assess the impact of each of those factors on the business.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
There have been no material changes in the Company’s market risk for the three months ended March 31, 2026. For additional information, refer to "PART II—Item 7A. Quantitative and Qualitative Disclosures About Market Risk" of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Annual Report on Form 10-K").
Item 4. Controls and Procedures
a.Evaluation of disclosure controls and procedures. Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation and as of March 31, 2026, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
b.Changes in internal control over financial reporting. During the first quarter of 2026, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II—Other Information
Item 1. Legal Proceedings
The Company is a party to certain lawsuits in the ordinary course of business. Information about legal proceedings is included in Note 10.
Item 1A. Risk Factors
There have been no material changes in the Company's risk factors disclosed in "PART I—Item 1A. Risk Factors" in our 2025 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes the repurchase of common stock during the three months ended March 31, 2026:
| (in millions, except per share amounts) | Total Number of Shares Purchased(1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2) | ||||||||||||||||||||||
| January 1 – January 31 | 0.3 | $ | 347.78 | 0.3 | 7.0 | |||||||||||||||||||||
| February 1 – February 28 | 0.1 | 402.57 | 0.1 | 6.9 | ||||||||||||||||||||||
| March 1 – March 31 | 0.3 | 350.61 | 0.3 | 6.6 | ||||||||||||||||||||||
| Total | 0.7 | 0.7 | ||||||||||||||||||||||||
(1)The Company may also reacquire shares outside of the repurchase program from time to time in connection with the forfeiture of shares in satisfaction of tax withholding obligations from the vesting of share-based compensation. During the three months ended March 31, 2026, there were less than 0.1 million shares reacquired in transactions outside of the share repurchase program.
(2)Represents the remaining total number of shares that can be repurchased under the Company’s share repurchase program. On September 3, 2025, the Company's Board of Directors approved the repurchase of an additional 7.5 million shares under the Company's share repurchase program. The share repurchase program has no expiration date, does not obligate the Company to purchase any specified amount of shares and remains subject to the discretion of the Board of Directors.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None of the Company's directors or officers adopted terminated
Item 6. Exhibits
Exhibit Number | Filed with this Form 10-Q | Incorporated by Reference | ||||||||||||||||||||||||
Exhibit Title | Form | Date Filed | ||||||||||||||||||||||||
| Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). | X | |||||||||||||||||||||||||
| Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). | X | |||||||||||||||||||||||||
| Section 1350 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance. | X | ||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema. | X | ||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation. | X | ||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels. | X | ||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation. | X | ||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition. | X | ||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | X | ||||||||||||||||||||||||
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Signature
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 thereunto duly authorized.
| CARLISLE COMPANIES INCORPORATED | |||||||||||
| Date: | April 24, 2026 | By: | /s/ Kevin P. Zdimal | ||||||||
| Kevin P. Zdimal | |||||||||||
| Vice President and Chief Financial Officer | |||||||||||
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