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CARLISLE COMPANIES INC

For the period ended Mar 31, 2026. Filed Apr 24, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 24, 2026

CSL$375.74-0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-30.

0000790051-25-000159

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-24.

0000790051-26-000017

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 57 previous paragraphs and 70 current paragraphs.

25 unchanged; 13 reworded; 15 added; 18 removed; 1 previous and 17 current paragraphs rearranged.

Tables are not compared: 16 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

As we move through 2026, we remain focused on integrating recent acquisitions, driving structural margin improvement through COS, and elevating the Carlisle Experience.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

•damage to, or prolonged disruption of, our manufacturing facilities;
Removed paragraphs (18)

Previous report

Carlisle’s third quarter performance remained resilient despite a challenging macroeconomic environment. Revenue grew 1% year-over-year to $1.3 billion, and diluted EPS was $4.97 We remain committed to our Vision 2030 strategy and delivering on our key initiatives and long-term financial targets to create value for our stakeholders. We fully appreciate the impact that current headwinds are having on the building products market, and we are working diligently to navigate the uncertainty in new construction activity and the ongoing changes driven by consolidation of distributors, manufacturers and contractors.

Previous report

In the third quarter, CCM continued to benefit from solid commercial re-roofing demand, a core driver of Carlisle’s value creation history. Re-roofing is an imperative business, meaning it is not a discretionary item for building owners. Re-roofing demand remained healthy with stable contractor backlogs offsetting weaker new construction and temporary fluctuations in order patterns driven by the changes in our distribution channel. CCM’s ability to capitalize on the favorable fundamentals supporting long-term commercial re-roofing growth, including an aging building stock and a growing footprint, are reinforced by our scale in the U.S.—arguably the best global construction market, our drive to deliver meaningful innovation to the market, and our superior Carlisle Experience. We believe the temporary changes seen in the distribution channel in 2025 will ultimately be resolved and result in a return to a more stable and improved situation.

Previous report

At CWT, the well understood and ongoing end market headwinds continued to affect results in the third quarter, particularly in residential new construction, where affordability challenges and higher interest rates continue to negatively impact demand. Our progress on strategic initiatives is gaining traction and positioning the business for steady margin expansion as we move forward and closer to a return to an improved housing market. Synergies from our recent acquisitions are tracking ahead of plan, and share gain initiatives in retail category expansion with UltraTouch® denim insulation and advanced waterproofing technologies are creating multiple paths to sales growth and margin improvement.

Previous report

Innovation is a critical pillar of our Vision 2030 strategy and has always been a leading differentiator for Carlisle. Our focus on innovation has delivered key new products in 2025. We are seeing strong market adoption of recently launched products such as RapidLock™, SeamShield™, APEEL™, VP Tech™, and UltraTouch®, all of which address the mega trends around energy efficiency and labor-saving solutions. We are continuing to drive increased R&D investment, including expanding our Research and Innovation Center in Carlisle, PA, to accelerate product introductions and sustain above-market growth.

Previous report

We remain committed to disciplined capital deployment and strong cash flow generation. During the quarter, we repurchased 0.8 million shares for $300 million and raised our dividend by 10%, marking Carlisle’s 49 th consecutive annual increase. Our ability to consistently generate cash from operations provides meaningful capacity to reinvest in innovation, pursue strategic acquisitions, and return capital to shareholders.

Previous report

Our commercial re-roofing leadership, prudent operational enhancements, strategic growth avenues and consistent execution under Vision 2030 give us confidence even in times of prolonged economic uncertainty. We are not waiting for a recovery. We are building the next phase of growth, focused on innovation, operational excellence, and long-term value creation as we progress toward our Vision 2030 objectives.

Previous report

(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 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. Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items.

Previous report

Revenues increased in the third quarter of 2025, primarily reflecting higher sales in our residential construction end-market of $7.8 million, driven by recent acquisitions. Sales in our non-residential construction end-market were flat, as increases from recent acquisitions and re-roofing activity were offset by decreases in new construction activity.

Previous report

Revenues increased in the first nine months of 2025, primarily reflecting higher sales in our non-residential construction end-market of $25.5 million, driven by recent acquisitions, partially offset by lower sales in our residential construction end-market of $12.1 million, primarily resulting from lower new construction activity.

Previous report

Selling and administrative expenses increased in the first nine months of 2025, primarily due to the recent acquisitions of MTL Holdings LLC ("MTL"), PFB, ThermaFoam, and Bonded Logic, which added $12.9 million of wage and benefit expense, $13.3 million of amortization expense, and $5.0 million of acquisition-related costs. These increases were partially offset by lower wage and benefit expenses of $6.3 million at our legacy businesses driven by lower discretionary compensation.

Previous report

Interest expense decreased in the first nine months of 2025, primarily due to lower long-term debt balances associated with the redemption of $400.0 million of 3.50% notes in December 2024, partially offset by the issuance of the 2035 Notes and 2040 Notes.

Previous report

(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 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. Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items.

Previous report

CCM's revenue was essentially flat in the third quarter of 2025 as re-roofing activity offset lower new construction activity. CCM's revenue increase in the first nine months of 2025 was primarily driven by the acquisition of MTL.

Previous report

CCM's operating margin and adjusted EBITDA margin decreased in the third quarter, driven by materials inflation of $12.6 million, higher operating costs of $13.3 million, primarily to enhance the Carlisle Experience, and increased research and development expenses of $3.3 million. Margins for the first nine months of 2025 decreased primarily due to higher operating costs of $35.8 million, primarily to enhance the Carlisle Experience, and increased research and development expenses of $5.1 million.

Previous report

(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 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. Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items.

Previous report

Inventory has remained steady throughout the first nine months of 2025, resulting in a $103.6 million decrease in working capital uses compared to the first nine months of 2024, which experienced higher investment in inventory due to the end of destocking from 2023 followed by increased construction activity. Additionally, our working capital used in other current liabilities in the first nine months of 2025 decreased by $64.3 million compared to the first nine months of 2024, primarily due to the timing of tax expenses and payments. These reductions in working capital uses were partially offset by an additional $27.5 million in working capital used in accounts receivable due to timing of sales and an additional $37.4 million used in accounts payable due to timing of expenses and payments when comparing the first nine months of 2025 to the first nine months of 2024.
Reworded paragraphs (13)

Previous wording

Gross margin decreased in the third quarter and the first nine months of 2025, primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.

Current wording

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.

Previous wording

Selling and administrative expenses decreased in the third quarter of 2025, primarily resulting from lower wage and benefit expenses of $9.0 million due to lower discretionary compensation and lower acquisition-related costs and professional fees of $5.6 million. These decreases were partially offset by the increase in expenses attributable to the recent acquisitions of 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"), including $2.6 million of additional wages and benefits and $2.7 million of additional amortization expense.

Current wording

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.

Previous wording

Research and development expenses increased in the third quarter and the first nine months of 2025, 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.

Current wording

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.

Previous wording

Interest expense increased in the third quarter of 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") that were issued on August 20, 2025. Refer to Note 10 for further information on our long-term debt.

Current wording

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.

Previous wording

Interest income decreased during the third quarter and the first nine months of 2025, primarily due to a lower invested cash balance and lower yields compared to 2024.

Current wording

Interest income increased during the first quarter of 2026, primarily due to a higher invested cash balance compared to 2025.

Previous wording

The provision for income taxes on continuing operations decreased during the third quarter and the first nine months of 2025, primarily due to lower pre-tax income. 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 from discrete activity primarily related to excess tax benefits from stock compensation and reduced prior year tax liabilities.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

CWT’s revenue increase in the third quarter of 2025 was primarily driven by the acquisitions of PFB, ThermaFoam, and Bonded Logic, which more than offset the impact of lower sales volumes due to continued market softness. CWT’s revenue decrease in the first nine months of 2025 was primarily the result of lower sales volumes due to continued softness in new construction activity, partially offset by the acquisitions of PFB, ThermaFoam, and Bonded Logic.

Current wording

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.

Previous wording

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 10.

Current wording

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.

Previous wording

Cash provided by operating activities for the first nine months of 2025 of $715.8 million increased by $56.1 million compared to the first nine months of 2024, primarily due to lower working capital uses of $100.1 million, partially offset bylower income from continuing operations, excluding non-cash reconciling items, of $60.4 million.

Current wording

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.

Previous wording

Cash used in investing activities of $199.4 million for the first nine months of 2025 primarily reflected the purchases of ThermaFoam for $52.9 million and Bonded Logic for $57.7 million, and capital expenditures of $91.3 million. Cash provided by investing activities of $1,508.9 million for the first nine months of 2024 primarily reflected proceeds from the sale of Carlisle Interconnect Technologies, net of cash disposed, of $1,998.0 million, partially offset by the purchase of MTL for $414.3 million, net of cash acquired, and capital expenditures of $76.7 million.

Current wording

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.

Previous wording

Cash used in financing activities of $165.4 million in the first nine months of 2025 primarily reflected share repurchases of $1,000.0 million and cash dividend payments of $135.3 million, offset by proceeds from the issuance of the 5.55% Notes due 2040 and 5.25% Notes due 2035 of $987.8 million. Cash used in financing activities of $1,242.9 million in the first nine months of 2024 primarily reflected share repurchases of $1,166.1 million and cash dividend payments of $127.4 million, partially offset by net proceeds of $55.4 million from the exercising of stock options.

Current wording

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.

Previous wording

This report 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; the emergence or continuation of widespread health emergencies; 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, …

Excerpt shortened here; the source contains the full paragraph.

Current wording

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:
Rearranged current paragraphs (17)

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

•increasing price and product/service competition by foreign and domestic competitors, including new entrants;

Current report — wording carried from elsewhere

•the ability to continue to introduce competitive new products and services on a timely, cost-effective basis;

Current report — wording carried from elsewhere

•increases in raw material costs that cannot be recovered in product pricing;

Current report — wording carried from elsewhere

•domestic and foreign governmental and public policy changes including environmental and industry regulations;

Current report — wording carried from elsewhere

•the ability of our customers to maintain appropriate labor levels under U.S. immigration laws, policies and practices;

Current report — wording carried from elsewhere

•the ability to meet our goals relating to our intended reduction of greenhouse gas emissions, including our net zero commitments;

Current report — wording carried from elsewhere

•threats associated with, and efforts to combat, terrorism;

Current report — wording carried from elsewhere

•protection and validity of patent and other intellectual property rights;

Current report — wording carried from elsewhere

•the identification of strategic acquisition targets and our successful completion of any transaction and integration of our strategic acquisitions;

Current report — wording carried from elsewhere

•the cyclical nature of our businesses;

Current report — wording carried from elsewhere

•the impact of information technology, cybersecurity, artificial intelligence or data security breaches at our businesses or third parties;

Current report — wording carried from elsewhere

•the outcome of pending and future litigation, including product liability claims, and governmental proceedings;

Current report — wording carried from elsewhere

•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;

Current report — wording carried from elsewhere

•any conflict in the international arena, including the Russian invasion of Ukraine and war in the Middle East; and

Current report — wording carried from elsewhere

•the other factors discussed in the reports we file with, or furnish to, the Securities and Exchange Commission from time to time.

Current report — wording carried from elsewhere

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.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

CWT’s operating margin and adjusted EBITDA margin decreased in the third quarter and the first nine months of 2025, primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.