CARLISLE COMPANIES INC (CSL)

CIK: 0000790051. SIC: 3060 Fabricated Rubber Products, NEC. Latest 10-K as of: 2026-02-13.

SIC breadcrumb: Manufacturing > SIC Major Group 30 > SIC 3060 Fabricated Rubber Products, NEC

SEC company page: https://www.sec.gov/edgar/browse/?CIK=790051. Latest filing source: 0000790051-26-000012.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000790051.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000790051.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000790051-26-000017.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-24. Report date: 2026-03-31.

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.

14

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.

15

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.

16

(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

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-13. Report date: 2025-12-31.

Item 7.  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 Consolidated Financial Statements in this Annual Report on Form 10-K. For more information regarding our consolidated results, segment results, and liquidity and capital resources for the year ended December 31, 2024, as compared to the year ended December 31, 2023, refer to "Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2024 Annual Report on Form 10-K (the "2024 Annual Report on Form 10-K").

Executive Overview

Throughout 2025, despite continued headwinds in new construction and a complex economic environment, we continued to execute against our Vision 2030 strategy, and we remain very confident in our ability to achieve our Vision 2030 financial objectives. Over the course of the year, we made progress on all our key pillars of Vision 2030. We increased investments in innovation to develop new market-leading products. We enhanced our emphasis on the Carlisle Operating System ("COS") and expanded automation in our factories to drive operational excellence. We added significant management talent and further elevated the Carlisle Experience to strengthen customer loyalty and service. And above all else, we continued to deliver on our commitment to being superior capital allocators.

Carlisle’s performance during 2025 adds to our history of resilience through the economic cycles and challenges we have faced over the years, such as the Covid pandemic. We delivered another solid year of cash flow, generating over $1 billion of operating cash flow, which continued to provide balance sheet optionality. As the M&A environment in 2025 was challenging, we turned a significant portion of that cash flow to share repurchases, as we continued to see this as a solid opportunity for capital deployment.

At CCM, solid re-roofing demand, which represents approximately 70% of our commercial roofing business, continued to help stabilize our business as new construction markets work through the bottom of the cycle. At CWT, our recent acquisitions and operational initiatives contributed to revenue growth, and we are well-positioned to capitalize on the growing need for energy-efficient weatherproofing solutions.

North America is the most attractive building-products market globally, supported by strong, long-term fundamentals including the demand for energy-efficient solutions, the need to improve labor productivity, and the recurring maintenance requirements of an aging non-residential building stock—over 70% of which is more than 25 years old. Buildings are a critical and indispensable component of the physical economy. They must be built, maintained, and continuously improved. This structural reality reinforces the durability and necessity of our end markets.

Carlisle’s imperative business continues to benefit from a strong re-roofing market, and we continued to benefit from our position as a North American leader in the world’s largest building-products market. Carlisle’s leadership position in this essential market, highly responsive cost structure combined with the discipline of COS and our proven capital allocation framework, continues to translate into superior and sustainable margin performance.

While we expect the current challenging market conditions to continue into the first half of 2026, our solid financial position, robust cash flow, and ongoing commitment to operational excellence enable us to continue generating strong returns, pursue value-enhancing acquisitions, and deliver shareholder value.

13

Table of Contents

Summary Financial Results

(in millions, except per share amounts and percentages)

2025

2024

Revenues

$

5,019.9 

$

5,003.6 

Operating income

$

1,002.5 

$

1,143.1 

Operating margin

20.0 

%

22.8 

%

Income from continuing operations

$

742.5 

$

865.1 

Diluted earnings per share from continuing operations

$

17.16 

$

18.34 

Adjusted EBITDA(1)

$

1,225.4 

$

1,332.7 

Adjusted EBITDA margin(1)

24.4 

%

26.6 

%

(1)Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and our segments' performance without the effects 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. Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items.

Consolidated Results of Operations

Revenues

(in millions, except percentages)

2025

2024

Change

%

Organic

Acquisition

Exchange

Rate

Revenues

$

5,019.9 

$

5,003.6 

$

16.3 

0.3 

%

(2.9)

%

3.2 

%

— 

%

The increase in revenues in 2025 primarily reflects higher sales in our non-residential construction end-market of $30.2 million, driven by recent acquisitions, partially offset by lower sales in our residential construction end-market of $14.0 million due to decreased new construction activity.

Gross Profit

(in millions, except percentages)

2025

2024

Change

%

Gross profit

$

1,792.6 

$

1,887.7 

$

(95.1)

(5.0)

%

Gross margin

35.7 

%

37.7 

%

Gross margin decreased in 2025, primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.

Selling and Administrative Expenses

(in millions, except percentages)

2025

2024

Change

%

Selling and administrative expenses

$

745.4 

$

722.8 

$

22.6 

3.1 

%

As a percentage of revenues

14.8 

%

14.4 

%

Selling and administrative expenses increased in 2025, primarily due to the recent acquisitions of MTL Holdings LLC ("MTL"), PFB Holdco, Inc. ("PFB"), selected assets of ThermaFoam Operating LLC, PowerFoam LLC, and ThermaFoam Real Estate LLC (collectively, "ThermaFoam"), and selected assets of Bonded Logic, Inc. and Phoenix Fibers, LLC (collectively, "Bonded Logic"). These acquisitions resulted in an increase of $16.1 million in wage and benefit expense and $15.8 million of amortization expense, which were partially offset by lower wage and benefit expenses of $11.8 million at our legacy businesses, driven by reduced discretionary compensation.

Research and Development Expenses

(in millions, except percentages)

2025

2024

Change

%

Research and development expenses

$

47.1 

$

35.4 

$

11.7 

33.1 

%

As a percentage of revenues

0.9 

%

0.7 

%

Research and development expenses were higher in 2025 primarily due to increased new product development activities. This increase is consistent with a key pillar of Vision 2030, which focuses on driving innovation through continued investment in the development of new products and solutions that deliver value through advancements in sustainability and energy and labor efficiencies.

14

Table of Contents

Interest Expense

(in millions, except percentages)

2025

2024

Change

%

Interest expense

$

78.5 

$

73.3 

$

5.2 

7.1 

%

Interest expense increased during 2025, primarily due to higher long-term debt balances associated with the 5.25% notes due September 15, 2035 (the "2035 Notes") and the 5.55% notes due September 15, 2040 (the "2040 Notes"), which were issued on August 20, 2025, partially offset by the redemption of $400.0 million of 3.50% notes in December 2024. Refer to Note 13 for further information on our long-term debt.

Interest Income

(in millions, except percentages)

2025

2024

Change

%

Interest income

$

(25.9)

$

(60.3)

$

34.4 

(57.0)

%

Interest income decreased during 2025, primarily due to a lower invested cash balance and lower yields compared to 2024.

Income Taxes

(in millions, except percentages)

2025

2024

Change

%

Provision for income taxes

$

206.3 

$

245.8 

$

(39.5)

(16.1)

%

Effective tax rate

21.7 

%

22.1 

%

The provision for income taxes on continuing operations decreased in 2025, primarily reflecting lower pre-tax income which equated to lower taxes of $39.5 million.

Refer to Note 8 for further information related to income taxes.

Segment Results of Operations

Carlisle Construction Materials

This segment produces a complete line of premium energy-efficient 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)

2025

2024

Change

%

Organic

Acquisition

Exchange

Rate

Revenues

$

3,721.7 

$

3,704.3 

$

17.4 

0.5 

%

(0.7)

%

1.0 

%

0.2 

%

Operating income

$

997.2 

$

1,084.3 

$

(87.1)

(8.0)

%

Operating margin

26.8 

%

29.3 

%

Adjusted EBITDA(1)

$

1,087.0 

$

1,163.8 

Adjusted EBITDA margin(1)

29.2 

%

31.4 

%

(1)Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and our segments' performance without the effects 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. Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items.

CCM’s revenue increased in 2025 primarily driven by strong re-roofing activity aided by the MTL acquisition partially offset by lower new construction activity.

CCM's operating margin and adjusted EBITDA for 2025 decreased primarily due to higher operating costs of $56.3 million, primarily to enhance the Carlisle Experience, and increased research and development expenses of $8.7 million.

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

15

Table of Contents

insulation and other insulation products, engineered products for HVAC applications, and premium products for a variety of industrial and surfacing applications.

(in millions, except percentages)

2025

2024

Change

%

Organic

Acquisition

Exchange

Rate

Revenues

$

1,298.2 

$

1,299.3 

$

(1.1)

(0.1)

%

(9.2)

%

9.2 

%

(0.1)

%

Operating income

$

101.9 

$

173.6 

$

(71.7)

(41.3)

%

Operating margin

7.8 

%

13.4 

%

Adjusted EBITDA(1)

$

224.8 

$

268.3 

Adjusted EBITDA margin(1)

17.3 

%

20.6 

%

(1)Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and our segments' performance without the effects 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. Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items.

CWT’s revenue decrease in 2025 was primarily the result of lower sales volumes due to continued softness in new construction activity, mostly offset by the acquisitions of PFB, ThermaFoam, and Bonded Logic.

CWT’s operating margin and adjusted EBITDA margin decrease in 2025 primarily reflected increased unit costs resulting from higher absorption of fixed costs on lower volumes.

Liquidity and Capital Resources

We believe that our current cash reserves, available credit facilities, including borrowings available under our $1.0 billion Fifth Amended and Restated Credit Agreement, 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 purposes that include the repayment of outstanding debt and the funding of acquisitions. For further details regarding long-term debt, refer to Note 13.

Management retains discretion over the allocation of available cash and may deploy resources toward capital expenditures, acquisitions, strategic investments, dividends, or share repurchases.

(in millions)

2025

2024

Net cash provided by operating activities

$

1,101.8 

$

1,030.3 

Net cash provided by (used in) investing activities

(240.4)

1,229.6 

Net cash provided by (used in) financing activities

(503.7)

(2,110.2)

Effect of foreign currency exchange rate changes on cash

0.9 

(1.7)

Change in cash and cash equivalents

$

358.6 

$

148.0 

Operating Activities

Net cash provided by operating activities in 2025 was $1.1 billion, an increase of $71.5 million compared to 2024, primarily due to lower working capital uses of $115.7 million, partially offset by lower income from continuing operations, excluding non-cash reconciling items, of $33.8 million.

Inventory has remained steady throughout 2025, resulting in a $136.9 million decrease in working capital uses compared to 2024, which experienced higher investment in inventory due to the end of destocking from 2023 followed by increased construction activity. Additionally, working capital used in other current liabilities decreased by $90.4 million in 2025 compared to 2024, primarily due to the timing of tax expenses and payments. These reductions in working capital uses were partially offset by an additional $73.0 million in working capital used in accounts receivable due to timing of sales and an additional $28.9 million used in accounts payable due to timing of expenses and payments when comparing 2025 to 2024.

Investing Activities

Net cash used in investing activities in 2025 was $240.4 million, primarily attributable to the acquisition of ThermaFoam for $53.7 million, the acquisition of Bonded Logic for $61.4 million, and capital expenditures of $131.2 million.

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Net cash provided by investing activities in 2024 was $1.2 billion, primarily attributable to net cash proceeds of $2.0 billion from the sale of Carlisle Interconnect Technologies ("CIT"), partially offset by use of an aggregate of $676.9 million to fund the acquisitions of MTL and PFB and capital expenditures of $113.3 million.

Financing Activities

Net cash used in financing activities in 2025 was $503.7 million, primarily attributable to share repurchases of $1.3 billion and cash dividend payments of $181.1 million. These outflows were partially offset by proceeds totaling $987.8 million from the issuance of the 2035 Notes and 2040 Notes.

Net cash used in financing activities in 2024 was $2.1 billion, which primarily reflected share repurchases of $1.6 billion, the redemption of the 2024 Notes of $400.0 million and cash dividend payments of $172.4 million.

Critical Accounting Estimates

Our significant accounting policies are more fully described in Note 1. In preparing the Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company’s management must make informed decisions which impact the reported amounts and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and assumptions on which to base estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to business combinations, goodwill and indefinite-lived intangible assets, and income taxes on an ongoing basis. The Company bases its estimates on historical experience, terms of existing contracts, our observation of trends in the industry, information provided by our customers and information available from other outside sources, that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

Business Combinations

As noted in "Item 1. Business. Business Strategy", we have a history and a strategy of acquiring businesses. We account for these business combinations as required by GAAP under the acquisition method of accounting, which requires us to recognize the assets acquired and the liabilities assumed at their acquisition date fair values. Deferred taxes are recorded for any differences between fair value and tax basis of assets acquired and liabilities assumed and can vary based on the structure of the acquisition as to whether it is a taxable or non-taxable transaction. To the extent the purchase price of the acquired business exceeds the fair values of the assets acquired and liabilities assumed, including deferred income taxes recorded in connection with the transaction, such excess is recognized as goodwill (see further below for our critical accounting estimate regarding post-acquisition accounting for goodwill). The most critical areas of judgment in applying the acquisition method include selecting the appropriate valuation techniques and assumptions that are used to measure the acquired assets and assumed liabilities at fair value, particularly for intangible assets, contingent consideration, acquired tangible assets such as property, plant and equipment, and inventory.

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The key techniques and assumptions utilized by type of major acquired asset or liability generally include:

Asset/Liability

Typical Valuation Technique

Key Assumptions

Technology-based intangible assets

Relief from royalty method

•Estimated future revenues from acquired technology

•Royalty rates that would be paid if licensed from a third-party

•Discount rates

Customer-based intangible assets

Multiple-period excess earnings method

•Estimated future revenues from existing customers

•Rates of customer attrition

•EBITDA margins

•Discount rates

•Contributory asset charges

Trademark/trade name intangible assets

Relief from royalty method

•Estimated future revenues from acquired trademark/trade name

•Economic useful lives (definite vs. indefinite)

•Royalty rates that would be paid if licensed from a third-party

•Discount rates

Property, plant & equipment

Market comparable transactions (real property) and replacement cost, new less economic depreciation (personal property)

•Similarity of subject property to market comparable transactions

•Costs of like equipment in new condition

•Economic obsolescence rates

Inventory

Net realizable value less (i) estimated costs of completion and disposal, and (ii) a reasonable profit allowance for the seller

•Estimated percentage complete (WIP inventory)

•Estimated selling prices

•Estimated completion and disposal costs

•Estimated profit allowance for the seller

Contingent consideration

Discounted future cash flows

•Future revenues and/or net earnings

•Discount rates

In selecting techniques and assumptions noted above, we generally engage third-party, independent valuation professionals to assist us in developing the assumptions and applying the valuation techniques to a particular business combination transaction. In particular, the discount rates selected are compared to and evaluated with (i) the industry weighted-average cost of capital, (ii) the inherent risks associated with each type of asset and (iii) the level and timing of future cash flows appropriately reflecting market participant assumptions.

As noted above, goodwill represents a residual amount of purchase price. However, the primary items that generate goodwill include the value of the synergies between the acquired company and our existing businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Refer to Note 3 for more information regarding business combinations, specifically the items that generated goodwill in our recent acquisitions.

Subsequent Measurement of Goodwill

Goodwill is not amortized but is tested for impairment annually, or more often if impairment indicators are present, at a reporting unit level. Goodwill is tested for impairment via a one-step process by comparing the fair value of goodwill with its carrying value. We recognize an impairment for the amount by which the carrying amount exceeds the fair value. We estimate the fair value of our reporting units based on the income approach utilizing the discounted cash flow method and the market approach utilizing the public company market multiple method. The key techniques and assumptions generally include:

Valuation Technique

Key Assumptions

Discounted future cash flows

•Estimated future revenues

•EBITDA margins

•Discount rates

Market multiple method

•Peer public company group

•Financial performance of reporting units relative to peer public company group

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We have determined that we have four reporting units and have allocated goodwill to those reporting units as follows:

(in millions)

December 31, 2025

December 31, 2024

Carlisle Construction Materials - Commercial Roofing

$

848.9 

$

848.9 

Carlisle Construction Materials - Architectural Metals

201.0 

200.5 

Carlisle Construction Materials - Europe

29.0 

23.8 

Carlisle Weatherproofing Technologies

460.0 

404.8 

Total

$

1,538.9 

$

1,478.0 

Annual Impairment Test

We test our goodwill for impairment annually as of November 1. For the November 1, 2025 impairment test, all reporting units were tested for impairment using a qualitative approach. Under this approach, an entity may assess qualitative factors as well as relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The results of our analysis indicated that it is not more likely than not that the fair value of the aforementioned reporting units were less than their carrying values and thus, a quantitative analysis was not performed.

We will continue to closely monitor actual results against expectations and assess whether any significant changes in current events or conditions alter our projections for estimated future cash flows, discount rates, and market multiples.

While we believe our conclusions regarding the fair value estimates of our reporting units are appropriate, these estimates are inherently uncertain and involve various judgments and assumptions. Factors influencing these estimates include the growth rate and extent in the markets served by our reporting units, the realization of future sales price and volume increases, fluctuations in exchange rates, fluctuations in price and availability of key raw materials, future operating efficiencies and, with respect to discount rates, volatility in interest rates and the cost of equity. 

Refer to Note 11 for more information regarding goodwill.

Subsequent Measurement of Indefinite-Lived Intangible Assets

As discussed above, indefinite-lived intangible assets are recognized and recorded at their acquisition-date fair value. Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually, or more often if impairment indicators are present, at the appropriate unit of account, which is generally the individual asset. Indefinite-lived intangible assets are tested for impairment via a one-step process by comparing the fair value of the intangible asset with its carrying value. We recognize an impairment charge for the amount by which the carrying amount exceeds the intangible asset's fair value. We generally estimate the fair value of our indefinite-lived intangible assets consistent with the techniques noted above using our expectations about future cash flows, discount rates and royalty rates for purposes of the annual test. We monitor for significant changes in those assumptions during interim reporting periods. We also periodically re-assess indefinite-lived intangible assets as to whether their useful lives can be determined, and if so, we would begin amortizing any applicable intangible asset. 

Annual Impairment Test 

We test our indefinite-lived intangible assets for impairment annually as of November 1. For the November 1, 2025 impairment test, all indefinite-lived intangible assets, except for the Henry trade name related to ASP Henry Holdings, Inc., which we acquired in 2021, within the CWT reportable segment, were tested for impairment using the qualitative approach. The Henry trade name, with an aggregate carrying value of $219.0 million, was tested for impairment using the quantitative approach described above, resulting in a fair value that exceeded its carrying value by less than 10%.

We will continue to closely monitor actual results against expectations and assess whether any significant changes in current events or conditions alter our projections about future estimated revenues and discount rates. If our expectations of revenues from this trade name do not materialize or if the discount rate increases (based on increases in interest rates, market rates of return or market volatility), we may be required to record intangible asset impairment charges, which may be material.

Refer to Note 11 for more information regarding intangible assets.

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Income Taxes

Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required in the determination of the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and amounts reported in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations.

We believe that it is more likely than not that the benefit from certain U.S. federal, state and foreign net operating loss, and credit carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance of $52.0 million on the deferred tax assets related to these carryforwards.

We (1) record unrecognized tax benefits as liabilities in accordance with Accounting Standards Codification 740, Income Taxes, and (2) adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

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.

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December 31,

(in millions, except percentages)

2025

2024

Net income (GAAP)

$

740.7 

$

1,311.8 

Less: Income from discontinued operations (GAAP)

(1.8)

446.7 

Income from continuing operations (GAAP)

742.5 

865.1 

Provision for income taxes

206.3 

245.8 

Interest expense

78.5 

73.3 

Interest income

(25.9)

(60.3)

EBIT

1,001.4 

1,123.9 

Plus (gains) / losses and costs from:

Acquisitions

11.5 

15.0 

Dispositions

(0.4)

(0.4)

Restructuring

9.8 

2.9 

Casualty losses and insurance recoveries

— 

(5.0)

Legal settlements

3.6 

2.6 

Pension settlements

3.0 

21.1 

Total non-comparable items

27.5 

36.2 

Adjusted EBIT

1,028.9 

1,160.1 

Depreciation

74.6 

70.2 

Amortization

121.9 

102.4 

Adjusted EBITDA

$

1,225.4 

$

1,332.7 

Divided by:

Total revenues

$

5,019.9 

$

5,003.6 

Adjusted EBITDA margin

24.4 

%

26.6 

%

Year Ended December 31, 2025

Year Ended December 31, 2024

(in millions, except percentages)

CCM

CWT

Corporate and unallocated

CCM

CWT

Corporate and unallocated

Operating income (loss) (GAAP)

$

997.2 

$

101.9 

$

(96.6)

$

1,084.3 

$

173.6 

$

(114.8)

Non-operating expense (income), net

0.2 

0.3 

0.6

0.8 

(1.3)

19.7

EBIT

997.0 

101.6 

(97.2)

1,083.5 

174.9 

(134.5)

Plus (gains) / losses and costs from:

Acquisitions

— 

7.2 

4.3

1.9 

2.7 

10.4

Dispositions

(0.2)

(0.3)

0.1

— 

(0.4)

—

Restructuring

0.4 

9.4 

—

1.7 

1.2 

—

Casualty losses and insurance recoveries

— 

— 

—

(5.0)

— 

—

Legal settlements

0.5 

3.1 

—

1.0 

1.6 

—

Pension settlements

— 

— 

3.0

— 

— 

21.1

Total non-comparable items

0.7 

19.4 

7.4

(0.4)

5.1 

31.5

Adjusted EBIT

997.7 

121.0 

(89.8)

1,083.1 

180.0 

(103.0)

Depreciation

52.5 

20.5 

1.6

51.5 

17.1 

1.6

Amortization

36.8 

83.3 

1.8

29.2 

71.2 

2.0

Adjusted EBITDA

$

1,087.0 

$

224.8 

$

(86.4)

$

1,163.8 

$

268.3 

$

(99.4)

Divided by:

Total revenues

$

3,721.7 

$

1,298.2 

$

—

$

3,704.3 

$

1,299.3 

$

—

Adjusted EBITDA margin

29.2 

%

17.3 

%

NM

31.4 

%

20.6 

%

NM

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Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as "expect," "foresee," "anticipate," "believe," "project," "should," "estimate," "will," "plans," "intends," "forecast," and similar expressions, and reflect our expectations concerning the future. 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. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such as: increasing price and product/service competition by foreign and domestic competitors, including new entrants; 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; our successful completion of strategic dispositions; 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 and governmental proceedings; and the other factors discussed in the reports we file with or furnish to the Securities and Exchange Commission from time to time. In addition, such statements could be affected by 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. Further, any conflict in the international arena, including the Russian invasion of Ukraine and war in the Middle East, may adversely affect general market conditions and our future performance. 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 management to predict all of those factors, nor can it assess the impact of each of those factors on the business.