CARLISLE COMPANIES INC

Note 1—Basis of Presentation

These unaudited Condensed Consolidated Financial Statements include the accounts of Carlisle Companies Incorporated and its wholly owned subsidiaries (collectively, "Carlisle" or the "Company").

These unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), but they do not include all information required for complete financial statements. As such, they should be read in conjunction with the Company’s audited Consolidated Financial Statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2025.

In the opinion of the Company's management, these unaudited Condensed Consolidated Financial Statements contain all normal and recurring adjustments necessary to fairly state the financial results of the interim periods presented. Certain prior period amounts have been reclassified to conform to the current period's presentation.

New Accounting Pronouncements

The Company does not expect any recently issued accounting pronouncements to materially affect its financial position or results of operations.

Note 2—Segment Information

The Company 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 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:

(1)Other operating expense (income), net, primarily consisted of restructuring-related costs, casualty losses, and litigation settlement costs for the three and nine months ended September 30, 2026, and lease termination and litigation settlement costs for the three and nine months ended September 30, 2025.

Other financial information by reportable segment follows:

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 $61.4 million. Bonded Logic is a U.S. manufacturer of sustainable thermal and acoustical insulation products and is best known for its innovative natural fiber insulation products. The acquisition of Bonded Logic is consistent with Carlisle’s Vision 2030 strategy and its strategic pivot to a pure play building products company. The acquisition reinforces Carlisle’s emphasis on increased investment in innovation, synergistic M&A, delivering on its sustainability commitments, and bringing to market new building envelope products that deliver energy efficiency and contractor labor savings.

The following table summarizes the consideration transferred to acquire Bonded Logic and the 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.

ThermaFoam

On February 3, 2025, the Company completed the acquisition of selected assets of ThermaFoam Operating LLC, PowerFoam LLC, and ThermaFoam Real Estate LLC (collectively, "ThermaFoam"), for cash consideration of $53.7 million. ThermaFoam provides expanded polystyrene insulation products into the commercial, residential, and infrastructure construction markets through both the ThermaFoam and PowerFoam brands. The purchase of ThermaFoam supports Carlisle’s Vision 2030 strategy and strategic pivot to a pure play building products company and leverages Carlisle’s vertically integrated expanded polystyrene capabilities while adding geographic coverage in Texas and the South Central United States.

The following table summarizes the consideration transferred to acquire ThermaFoam and the allocation of the purchase price among the assets acquired and liabilities assumed based upon their acquisition date fair values with the remainder allocated to goodwill.

Note 4—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 stock during the reporting period exceeds the exercise price of the options. Performance shares are contingently issuable, and the dilutive effect is based on the number of shares that would have been awarded had the conditions at the end of the reporting period continued until the end of the performance period.

A reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for income from continuing operations follows:

(1)The computation of diluted earnings per share excludes 0.4 million and 0.1 million antidilutive securities for the three months ended September 30, 2026 and 2025, respectively, and 0.4 million and 0.1 million antidilutive securities for the nine months ended September 30, 2026 and 2025, respectively.

Note 5—Revenues

Revenues by End-Market

A summary of revenues disaggregated by end-market follows:

Revenues by Geographic Area

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

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:

A summary of revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of September 30, 2026, follows:

Note 6—Income Taxes

The effective income tax rate on continuing operations for the nine months ended September 30, 2026, was 22.7%. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of 23.2% and a tax benefit of $3.9 million of discrete activity primarily related to excess tax benefits from employee stock compensation.

The effective income tax rate on continuing operations for the nine months ended September 30, 2025, was 21.5%.

Note 7—Inventories

A summary of the Company's inventories follows:

Note 8—Other Intangible Assets

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

Note 9—Long-term Debt

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

(1)The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, the debt instruments are classified as Level 2 in the fair value hierarchy.

Notes

On August 20, 2025, the Company completed a public offering of unsecured senior notes, consisting of $500.0 million in aggregate principal amount with a stated interest rate of 5.25% due September 15, 2035 and $500.0 million in aggregate principal amount with a stated interest rate of 5.55% due September 15, 2040.

Revolving Credit Facility

During the nine months ended September 30, 2026, 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, 2026 and December 31, 2025, the Company hadno outstanding balance and $1.0 billion available under the Credit Agreement.

Covenants and Limitations

The Company's outstanding unsecured 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, 2026 and December 31, 2025.

Letters of Credit and Guarantees

During the normal course of business, the Company enters into commitments in the form of letters of credit and bank guarantees to provide its own financial and performance assurance to third parties. The Company has not issued any guarantees on behalf of any third parties. As of September 30, 2026 and December 31, 2025, the Company had $48.7 million and $48.8 million, respectively, in letters of credit and bank guarantees outstanding. The Company has multiple arrangements for up to $125.0 million in letters of credit, of which $76.3 million was available as of September 30, 2026.

Note 10—Commitments and Contingencies

Litigation

As of September 30, 2026, there were no material developments in the legal proceedings included in Note 15 to the audited Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and there were no new material legal proceedings during the nine months ended September 30, 2026.