CARLISLE COMPANIES INC

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

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Sep 30, 2025 · Filed Oct 30, 2025

CSL$396.61+5.6%Stored close · as of Nov 9, 2026

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Contents

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, 2024.

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 hastwo 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 effectively 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.

A summary of financial information by reportable segment follows:

(in millions) · CCM · CWT · Total
Revenue	$1,000.8	$346.1		$1,346.9
Cost of goods sold	615.5	246.7		862.2
Selling and administrative expenses	97.0	62.8		159.8
Research and development expenses	8.4	4.0		12.4
Other operating expense (income), net(1)	(0.4)	3.0		2.6
Segment operating income	280.3	29.6		309.9
Corporate and unallocated operating expense			16.0
Interest expense			21.3
Interest income			(6.8)
Other non-operating expense (income), net			1.6
Income from continuing operations before income taxes			$277.8

(in millions) · CCM · CWT · Total
Revenue	$998.2	$335.4		$1,333.6
Cost of goods sold	592.5	225.4		817.9
Selling and administrative expenses	97.4	59.4		156.8
Research and development expenses	5.1	3.0		8.1
Other operating expense (income), net(1)	0.2	0.8		1.0
Segment operating income	303.0	46.8		349.8
Corporate and unallocated operating expense			33.4
Interest expense			18.6
Interest income			(22.6)
Other non-operating expense (income), net			(1.1)
Income from continuing operations before income taxes			$321.5

(in millions) · CCM · CWT · Total
Revenue	$2,894.9	$997.3		$3,892.2
Cost of goods sold	1,781.5	697.5		2,479.0
Selling and administrative expenses	292.0	196.2		488.2
Research and development expenses	23.6	10.6		34.2
Other operating expense (income), net(1)	(1.1)	4.7		3.6
Segment operating income	798.9	88.3		887.2
Corporate and unallocated operating expense			74.7
Interest expense			50.8
Interest income			(14.6)
Other non-operating expense (income), net			(0.1)
Income from continuing operations before income taxes			$776.4

(in millions) · CCM · CWT · Total
Revenue	$2,870.7	$1,010.0		$3,880.7
Cost of goods sold	1,724.1	671.5		2,395.6
Selling and administrative expenses	272.4	180.4		452.8
Research and development expenses	18.3	8.3		26.6
Other operating expense (income), net(1)	(5.1)	1.6		(3.5)
Segment operating income	861.0	148.2		1,009.2
Corporate and unallocated operating expense			90.1
Interest expense			56.0
Interest income			(44.3)
Other non-operating expense (income), net			(1.5)
Income from continuing operations before income taxes			$908.9

(1)Primarily related to lease terminations, insurance settlements, and litigation settlements.

Other financial information by reportable segment follows:

	Three Months Ended September 30,
	2025		2024
(in millions)	Depreciation and Amortization	Capital Expenditures	Depreciation and Amortization	Capital Expenditures
Carlisle Construction Materials	$22.6	$18.6	$21.8	$10.4
Carlisle Weatherproofing Technologies	26.3	14.9	21.9	8.9
Segment total	48.9	33.5	43.7	19.3
Corporate and unallocated	0.9	—	0.9	—
Total	$49.8	$33.5	$44.6	$19.3
	Nine Months Ended September 30,
2025 · 2024
(in millions)	Depreciation and Amortization	Capital Expenditures	Depreciation and Amortization	Capital Expenditures
Carlisle Construction Materials	$66.4	$55.9	$58.3	$39.9
Carlisle Weatherproofing Technologies	77.4	35.4	65.6	24.4
Segment total	143.8	91.3	123.9	64.3
Corporate and unallocated	2.7	—	2.7	—
Total	$146.5	$91.3	$126.6	$64.3

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.

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 $60.7 million, subject to customary post-closing purchase price adjustments that are expected to be finalized in the fourth quarter of 2025. 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 acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations. 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 of6/30/2025 · As of9/30/2025
Total cash consideration transferred	$60.7	$—	$60.7
Recognized amounts of identifiable assets acquired and liabilities assumed:
Receivables, net	3.2	—	3.2
Inventories	5.0	(0.3)	4.7
Other current assets	0.1	—	0.1
Property, plant and equipment	13.5	—	13.5
Other intangible assets	9.0	—	9.0
Other long-term assets	10.2	—	10.2
Accounts payable	(3.3)	—	(3.3)
Other current liabilities	(5.2)	2.4	(2.8)
Other long-term liabilities	(7.7)	—	(7.7)
Total identifiable net assets	24.8	2.1	26.9
Goodwill	$35.9	$(2.1)	$33.8

All of the $9.0 million preliminarily allocated to other intangible assets relates to a technology asset with a useful life of 15 years.

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 $52.9 million, subject to customary post-closing purchase price adjustments that are expected to be finalized in the fourth quarter of 2025. 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 acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The following table summarizes the consideration transferred to acquire ThermaFoam 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 of2/3/2025 · As of9/30/2025
Total cash consideration transferred	$52.9	$—	$52.9
Recognized amounts of identifiable assets acquired and liabilities assumed:
Receivables, net	2.7	0.2	2.9
Inventories	1.4	—	1.4
Other current assets	0.1	—	0.1
Property, plant and equipment	8.8	—	8.8
Other intangible assets	6.7	—	6.7
Accounts payable	(0.9)	0.1	(0.8)
Other current liabilities	(0.6)	0.3	(0.3)
Total identifiable net assets	18.2	0.6	18.8
Goodwill	$34.7	$(0.6)	$34.1

The preliminary fair values and weighted average useful lives of the acquired definite-lived intangible assets are as follows:

(in millions)	Fair Value	Weighted Average Useful Life (in years)
Customer relationships	$6.5	9
Other intangibles	0.2	5
Total	$6.7

2024 Acquisitions

PFB

On December 18, 2024, the Company completed the acquisition of 100% of the equity interests of PFB Holdco, Inc. ("PFB") for cash consideration of $266.5 million, including $6.4 million of cash acquired, subject to certain customary purchase price adjustments that were finalized in the second quarter of 2025. PFB is a leading vertically integrated provider of expanded polystyrene insulation products across Canada and the Midwestern United States.

The following table summarizes the consideration transferred to acquire PFB 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 of12/18/2024 · As of9/30/2025
Total cash consideration transferred	$268.9	$(2.4)	$266.5
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	6.4	—	6.4
Receivables, net	9.6	—	9.6
Inventories	14.5	—	14.5
Other current assets	6.6	(0.7)	5.9
Property, plant and equipment	31.7	—	31.7
Other intangible assets	112.8	11.5	124.3
Other long-term assets	46.1	0.1	46.2
Accounts payable	(4.6)	0.7	(3.9)
Other current liabilities	(27.8)	13.8	(14.0)
Deferred taxes	(27.9)	(2.2)	(30.1)
Other long-term liabilities	(43.5)	(0.1)	(43.6)
Total identifiable net assets	123.9	23.1	147.0
Goodwill	$145.0	$(25.5)	$119.5

The preliminary fair values and weighted average useful lives of the acquired definite-lived intangible assets are as follows:

(in millions)	Fair Value	Weighted Average Useful Life (in years)
Customer relationships	$81.5	11
Trade names	15.0	15
Technologies	27.8	11
Total	$124.3

MTL

On May 1, 2024, the Company completed the acquisition of 100% of the equity of MTL Holdings LLC ("MTL") for cash consideration of $424.6 million, including $10.3 million of cash acquired, subject to certain customary post-closing purchase price adjustments that were finalized in the third quarter of 2024. MTL is a leading provider of prefabricated perimeter edge metal systems and non-insulated architectural metal wall systems for commercial, institutional and industrial buildings.

The following table summarizes the consideration transferred to acquire MTL 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.

	Preliminary Allocation	Measurement Period Adjustments	Final Allocation
(in millions) · As of5/1/2024 · As of4/30/2025
Total cash consideration transferred	$423.1	$1.5	$424.6
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	10.3	—	10.3
Receivables, net	14.0	—	14.0
Inventories	17.2	(0.4)	16.8
Other current assets	0.9	—	0.9
Property, plant and equipment	10.7	(0.3)	10.4
Other intangible assets	248.3	—	248.3
Other long-term assets	8.1	0.3	8.4
Accounts payable	(5.9)	—	(5.9)
Other current liabilities	(6.1)	—	(6.1)
Deferred taxes	(6.9)	0.4	(6.5)
Other long-term liabilities	(6.7)	(0.9)	(7.6)
Total identifiable net assets	283.9	(0.9)	283.0
Goodwill	$139.2	$2.4	$141.6

The fair values and weighted average useful lives of the acquired definite-lived intangible assets are as follows:

(in millions)	Fair Value	Weighted Average Useful Life (in years)
Customer relationships	$183.1	13
Trade names	44.6	19
Technologies	18.1	11
Software	2.5	5
Total	$248.3

Note 4—Discontinued Operations

On May 21, 2024, the Company completed the sale of Carlisle Interconnect Technologies ("CIT") for cash proceeds of $2.025 billion, subject to certain customary purchase price adjustments, which were finalized in the third quarter of 2024.

A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Income follows:

	CIT	Other	Total
Income (loss) from discontinued operations before income taxes(1)	$—	$(0.2)	$(0.2)
Provision for (benefit from) income taxes	(0.5)	(0.4)	(0.9)
Income (loss) from discontinued operations	$0.5	$0.2	$0.7

(1)Related to other non-operating income and expenses

	CIT	Other	Total
Other non-operating expense (income), net	$0.6	$6.1	$6.7
(Gain) loss on sale of discontinued operations	(2.6)	0.3	(2.3)
Income (loss) from discontinued operations before income taxes	2.0	(6.4)	(4.4)
Provision for (benefit from) income taxes	(0.6)	(1.5)	(2.1)
Income (loss) from discontinued operations	$2.6	$(4.9)	$(2.3)

	CIT	Other	Total
Income (loss) from discontinued operations before income taxes(1)	$(0.5)	$2.5	$2.0
Provision for (benefit from) income taxes	(1.8)	(0.4)	(2.2)
Income (loss) from discontinued operations	$1.3	$2.9	$4.2

(1)Related to other non-operating income and expenses

	CIT	Other	Total
Revenues	$328.6	$—	$328.6
Cost of goods sold	237.5	—	237.5
Other operating expense (income), net	34.4	—	34.4
Operating income	56.7	—	56.7
Other non-operating expense (income), net	0.5	15.2	15.7
(Gain) loss on sale of discontinued operations	(457.3)	0.6	(456.7)
Income (loss) from discontinued operations before income taxes	513.5	(15.8)	497.7
Provision for (benefit from) income taxes	56.4	(5.0)	51.4
Income (loss) from discontinued operations	$457.1	$(10.8)	$446.3

A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows follows:

(in millions)	CIT	Other	Total
Net cash provided by operating activities	$1.3	$2.9	$4.2
Net cash provided by investing activities	—	—	—
Net cash used in financing activities	(1.3)	(2.9)	(4.2)
Change in cash and cash equivalents from discontinued operations	—	—	—
Cash and cash equivalents from discontinued operations at beginning of period	—	—	—
Cash and cash equivalents from discontinued operations at end of period	$—	$—	$—

(in millions)	CIT	Other	Total
Net cash provided by (used in) operating activities	$9.0	$(10.8)	$(1.8)
Net cash provided by investing activities	1,986.3	—	1,986.3
Net cash (used in) provided by financing activities(1)	(2,024.1)	10.8	(2,013.3)
Change in cash and cash equivalents from discontinued operations	(28.8)	—	(28.8)
Cash and cash equivalents from discontinued operations at beginning of period	28.8	—	28.8
Cash and cash equivalents from discontinued operations at end of period	$—	$—	$—

(1)Represents (repayments) or borrowings from the Carlisle cash pool to fund working capital and capital expenditures and return of capital upon sale.

Note 5—Earnings Per Share

Restricted stock awards granted as part of the Company's Incentive Compensation Program participate in nonforfeitable dividends on aone-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 aone-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 shares 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 EndedSeptember 30,		Nine Months EndedSeptember 30,
(in millions, except per share amounts)	2025	2024	2025	2024
Income from continuing operations	$213.5	$246.6	$609.1	$702.7
Less: Income allocated to participating securities	0.4	0.5	1.1	1.4
Income available to common stockholders	$213.1	$246.1	$608.0	$701.3
Shares:
Basic weighted-average shares outstanding	42.5	45.9	43.2	47.0
Effect of dilutive securities(1)	0.4	0.6	0.4	0.6
Diluted weighted-average shares outstanding	42.9	46.5	43.6	47.6
Earnings per share from continuing operations attributable to common shares:
Basic	$5.01	$5.36	$14.07	$14.93
Diluted	$4.97	$5.30	$13.94	$14.74

(1)The computation of diluted earnings per share excludes 0.1 shares of antidilutive stock options for both the three and nine months ended September 30, 2025, and excludes 0.1 shares of antidilutive stock options for the nine months ended September 30, 2024. There wereno antidilutive stock options for the third quarter of 2024.

Note 6—Revenues

Revenues by End-Market

A summary of revenues disaggregated by end-market follows:

	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024
(in millions)	CCM	CWT	Total	CCM	CWT	Total
Non-residential construction	$924.6	$158.7	$1,083.3	$922.2	$161.6	$1,083.8
Residential construction	76.2	149.1	225.3	76.0	141.5	217.5
Other	—	38.3	38.3	—	32.3	32.3
Total revenues	$1,000.8	$346.1	$1,346.9	$998.2	$335.4	$1,333.6
Nine Months Ended September 30, 2025 · Nine Months Ended September 30, 2024
(in millions)	CCM	CWT	Total	CCM	CWT	Total
Non-residential construction	$2,670.9	$461.8	$3,132.7	$2,647.8	$459.4	$3,107.2
Residential construction	224.0	437.8	661.8	222.9	451.0	673.9
Other	—	97.7	97.7	—	99.6	99.6
Total revenues	$2,894.9	$997.3	$3,892.2	$2,870.7	$1,010.0	$3,880.7

Revenues by Geographic Area

A summary of revenues based on the region to which the product was delivered follows:

	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024
(in millions)	CCM	CWT	Total	CCM	CWT	Total
United States	$912.9	$292.0	$1,204.9	$902.4	$297.1	$1,199.5
International:
Europe	62.7	5.3	68.0	62.2	4.9	67.1
North America (excluding U.S.)	19.1	44.2	63.3	26.0	28.8	54.8
Other	6.1	4.6	10.7	7.6	4.6	12.2
Total international	87.9	54.1	142.0	95.8	38.3	134.1
Total revenues	$1,000.8	$346.1	$1,346.9	$998.2	$335.4	$1,333.6
Nine Months Ended September 30, 2025 · Nine Months Ended September 30, 2024
(in millions)	CCM	CWT	Total	CCM	CWT	Total
United States	$2,634.6	$848.8	$3,483.4	$2,608.5	$895.5	$3,504.0
International:
Europe	186.8	14.5	201.3	176.1	15.7	191.8
North America (excluding U.S.)	56.1	121.1	177.2	66.1	85.7	151.8
Other	17.4	12.9	30.3	20.0	13.1	33.1
Total international	260.3	148.5	408.8	262.2	114.5	376.7
Total revenues	$2,894.9	$997.3	$3,892.2	$2,870.7	$1,010.0	$3,880.7

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 nine months ended September 30, follows:

(in millions)	2025	2024
Balance as of January 1	$350.5	$324.0
Revenue deferred	38.2	40.7
Revenue recognized	(22.9)	(21.5)
Balance as of September 30	$365.8	$343.2

A summary of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of September 30, 2025, follows:

(in millions)	Remainder of 2025	2026	2027	2028	2029	2030	Thereafter
Extended service warranties	$7.5	$29.7	$28.6	$27.5	$26.5	$25.7	$220.3

Note 7—Income Taxes

The effective income tax rate on continuing operations for the nine months ended September 30, 2025, was 21.5%. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of 23.1% and a tax benefit of $12.1 million of discrete activity primarily related to excess tax benefits from stock compensation and reduced prior year tax liabilities.

The effective income tax rate on continuing operations for the nine months ended September 30, 2024, was 22.7%.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law. The legislation did not have a material impact on our income tax expense for the quarter ended September 30, 2025, and we do not expect it to materially change our effective income tax rate for 2025.

Note 8—Inventories

A summary of the Company's inventories follows:

(in millions)	September 30,2025	December 31,2024
Raw materials	$165.8	$157.0
Work-in-process	32.6	26.1
Finished goods	295.9	299.8
Reserves	(12.9)	(10.2)
Inventories	$481.4	$472.7

Note 9—Other Intangible Assets

A summary of the Company's other intangible assets follows:

	September 30, 2025			December 31, 2024
(in millions)	Acquired Cost	Accumulated Amortization	Net Book Value	Acquired Cost	Accumulated Amortization	Net Book Value
Customer relationships	$1,477.9	$(458.7)	$1,019.2	$1,456.0	$(380.5)	$1,075.5
Indefinite-lived trade names	254.1	—	254.1	252.0	—	252.0
Technology	203.3	(113.9)	89.4	185.6	(103.4)	82.2
Definite-lived trade names	117.5	(41.6)	75.9	117.0	(37.0)	80.0
Other	43.2	(29.1)	14.1	37.8	(22.6)	15.2
Other intangible assets	$2,096.0	$(643.3)	$1,452.7	$2,048.4	$(543.5)	$1,504.9

Note 10—Long-term Debt

A summary of the Company's long-term debt follows:

(in millions)	Fair Value(1)
	September 30,2025	December 31,2024	September 30,2025	December 31,2024
5.55% Notes due 2040	$500.0	$—	$506.3	$—
5.25% Notes due 2035	500.0	—	506.6	—
2.20% Notes due 2032	550.0	550.0	475.8	448.7
2.75% Notes due 2030	750.0	750.0	702.1	672.2
3.75% Notes due 2027	600.0	600.0	595.4	584.1
Unamortized discount and debt issuance costs	(28.3)	(16.4)
Other	11.6	7.0
Total debt	2,883.3	1,890.6
Less: current portion of debt	4.5	3.2
Long-term debt	$2,878.8	$1,887.4

(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.

5.55% Notes due 2040

On August 20, 2025, the Company completed a public offering of $500.0 million in aggregate principal amount of unsecured senior notes with a stated interest rate of 5.55% due September 15, 2040 (the “2040 Notes”). The 2040 Notes were issued at a discount of $7.3 million, resulting in proceeds to the Company of $492.7 million before $1.0 million of issuance costs. The discount and issuance costs are reflected within long-term debt on the Condensed Consolidated Balance Sheets and are amortized to interest expense using the effective interest method over the life of the 2040 Notes. Interest is payable each March 15 and September 15, commencing March 15, 2026.

5.25% Notes due 2035

On August 20, 2025, the Company completed a public offering of $500.0 million in aggregate principal amount of unsecured senior notes with a stated interest rate of 5.25% due September 15, 2035 (the “2035 Notes”). The 2035 Notes were issued at a discount of $5.0 million, resulting in proceeds to the Company of $495.0 million before $1.0 million of issuance costs. The discount and issuance costs are reflected within long-term debt on the Condensed Consolidated Balance Sheets and are amortized to interest expense using the effective interest method over the life of the 2035 Notes. Interest is payable each March 15 and September 15, commencing March 15, 2026.

Revolving Credit Facility

During the nine months ended September 30, 2025, there wereno borrowings or repayments under the Company's Fifth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. (the "Credit Agreement"). As of September 30, 2025, and December 31, 2024, the Company hadno outstanding balance and $1.0 billion available under the Credit Agreement.

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 September 30, 2025, and December 31, 2024.

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 September 30, 2025, and December 31, 2024, the Company had $21.0 million and $22.8 million, respectively, in letters of credit and bank guarantees outstanding. The Company has multiple arrangements to obtain letters of credit, which include an agreement with unspecified availability and separate agreements for up to $80.0 million in letters of credit, of which $59.0 million was available as of September 30, 2025.

Note 11—Commitments and Contingencies

Litigation

As of September 30, 2025, there were no material developments in the legal proceedings included in Note 16 to the audited Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and there were no new material legal proceedings during the nine months ended September 30, 2025.

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