10-K: Carlisle Navigates Headwinds, Boosts Shareholder Returns in 2025
Annual Report
Carlisle Companies Incorporated reported solid cash flow and increased shareholder returns in 2025, despite challenging new construction markets and a complex economic environment.
Summary
- Revenues slightly increased to $5,019.9 million in 2025 from $5,003.6 million in 2024, driven by non-residential construction and recent acquisitions, partially offset by lower residential construction sales.
- Operating income decreased to $1,002.5 million (20.0% margin) in 2025 from $1,143.1 million (22.8% margin) in 2024.
- Net income from continuing operations decreased to $742.5 million in 2025 from $865.1 million in 2024.
- Diluted earnings per share from continuing operations fell to $17.16 in 2025 from $18.34 in 2024.
- Adjusted EBITDA was $1,225.4 million (24.4% margin) in 2025, down from $1,332.7 million (26.6% margin) in 2024.
- Generated over $1 billion in operating cash flow ($1,101.8 million) in 2025, an increase of $71.5 million from 2024.
- Repurchased $1.3 billion in shares and paid $181.1 million in cash dividends in 2025.
- Completed acquisitions of Bonded Logic for $61.4 million and ThermaFoam for $53.7 million in 2025, contributing to the CWT segment.
- Carlisle Construction Materials (CCM) segment revenue increased by 0.5% organically, primarily due to strong re-roofing activity and the MTL acquisition, but operating margin decreased due to higher operating costs and increased R&D expenses.
- Carlisle Weatherproofing Technologies (CWT) segment revenue decreased by 0.1% organically, impacted by softness in new construction, though acquisitions partially offset this. Operating margin declined due to higher unit costs on lower volumes.
- Research and development expenses increased by 33.1% to $47.1 million in 2025, aligning with the Vision 2030 strategy to drive innovation.
- Issued $1.0 billion in new unsecured senior notes (5.25% due 2035 and 5.55% due 2040) in August 2025, increasing long-term debt to $2,881.6 million.
- Increased its dividend rate annually for the past 49 years, declaring a regular quarterly dividend of $1.10 per share payable March 2, 2026.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a mixed report. While the company demonstrated resilience with strong cash flow and continued shareholder returns through dividends and repurchases, key profitability metrics like operating income, net income, and EPS declined year-over-year, reflecting challenging market conditions in new construction.
Positives
- Generated strong operating cash flow of $1,101.8 million in 2025, an increase of $71.5 million from the prior year.
- Maintained a consistent track record of increasing its dividend rate annually for the past 49 years, with a recent declaration of $1.10 per share.
- Actively returned capital to shareholders through significant share repurchases totaling $1.3 billion in 2025.
- Continued strategic pivot to a pure-play building products company, leveraging mega-trends in energy efficiency, labor savings, and the re-roofing cycle.
- Increased investment in innovation and research and development by 33.1% to $47.1 million in 2025, supporting future growth and sustainability goals.
- The CCM segment benefited from resilient re-roofing demand, which represents approximately 70% of its commercial roofing business, stabilizing performance amidst new construction challenges.
- Successfully completed synergistic acquisitions of Bonded Logic and ThermaFoam in 2025, expanding product lines and geographic reach within the CWT segment.
- Maintains a solid financial position and robust cash flow, providing balance sheet optionality and enabling continued strategic investments.
Negatives
- Operating income decreased by 12.3% to $1,002.5 million in 2025 from $1,143.1 million in 2024.
- Operating margin declined to 20.0% in 2025 from 22.8% in 2024.
- Net income from continuing operations decreased by 14.2% to $742.5 million in 2025 from $865.1 million in 2024.
- Diluted earnings per share from continuing operations decreased by 6.4% to $17.16 in 2025 from $18.34 in 2024.
- Adjusted EBITDA decreased by 8.1% to $1,225.4 million in 2025 from $1,332.7 million in 2024.
- Gross margin decreased to 35.7% in 2025 from 37.7% in 2024, primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.
- The CWT segment experienced an organic revenue decrease and a significant operating margin decline (7.8% from 13.4%) due to continued softness in new construction activity and higher fixed costs.
- Interest income decreased significantly by 57.0% due to a lower invested cash balance and lower yields compared to 2024.
- Interest expense increased by 7.1% due to higher long-term debt balances associated with new note issuances in 2025.
- Continued headwinds in new construction and a complex economic environment are expected to persist into the first half of 2026.
Risks
- Growth strategy is partially dependent on the acquisition and successful integration of other businesses, with risks including competitive valuations, failure to realize expected synergies, increased dependency on served markets, diversion of management's attention, or increased debt.
- The loss of, a significant decline in business with, or pricing pressure from, one or more key customers could adversely affect business, financial condition, results of operations, or cash flows (CCM's two largest customers represented 33% of consolidated revenues in 2025).
- Significant damage to, or prolonged disruption of, manufacturing facilities due to natural disasters, governmental actions, regulatory issues, cybersecurity breaches, or other events could lead to uninsured losses and material losses in operational capacity.
- Failure to successfully develop and introduce new products, or the unprofitability of such efforts, could materially adversely affect the business.
- Several market segments served are cyclical and sensitive to domestic and global economic conditions, including manufacturing activity, commercial and residential construction, inflation, interest rates, tariffs, and credit availability.
- Significant concentrations in the construction market make the company vulnerable to declines in construction spending, changes in interest rates, demographic shifts, and adverse weather conditions.
- Competition in the CCM and CWT segments may increase pricing pressure, negatively affecting operating results.
- Raw material costs are a significant component of the cost structure (approximately 66% of cost of goods sold in 2025) and are subject to volatility, including cost increases, supply chain disruptions, or shortages.
- Operations are subject to stringent environmental laws and regulations, with potential for material environmental liabilities or asset retirement obligations.
- Global climate change and related regulations, including those related to GHG emissions and climate-related disclosures, could lead to new investments, increased compliance expenditures, higher energy/raw material costs, and reputational damage if commitments are not met.
- Cybersecurity breaches or significant disruptions of information technology systems, including from emerging technologies like AI, could result in legal claims, liability, penalties, or damage to operations or reputation.
- Exposure to product liability claims, with the risk that insurance coverage may not be adequate to cover all claims or may not be maintainable at an acceptable cost.
Future Outlook
Management expects challenging market conditions to continue into the first half of 2026. However, the company remains confident in its ability to achieve its Vision 2030 financial objectives, leveraging its solid financial position, robust cash flow, and ongoing commitment to operational excellence to generate strong returns, pursue value-enhancing acquisitions, and deliver shareholder value.
Management Comments
- "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."
- "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."
- "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."
Industry Context
StockSavvy.ai notes that Carlisle's performance in 2025 reflects broader industry trends, where the commercial re-roofing market provides stability amidst a downturn in new construction, particularly residential. The company's focus on energy-efficient building envelope solutions aligns with increasing demand for sustainable construction, a key mega-trend. The consolidation among roofing material distributors, as mentioned in the filing, indicates a dynamic competitive landscape, which Carlisle addresses through innovation and customer service. The company's strategic pivot to pure-play building products positions it to capitalize on long-term fundamentals in the North American market, including aging building stock and labor productivity needs.
Comparison to Industry Standards
- Carlisle's 49 consecutive years of dividend increases demonstrate a strong commitment to shareholder returns, a benchmark for dividend aristocrats and a sign of financial stability, comparable to companies like Johnson & Johnson or Procter & Gamble in terms of dividend consistency.
- The company's Adjusted EBITDA margin of 24.4% in 2025, while down from 26.6% in 2024, remains competitive within the specialized building materials sector, often exceeding general industrial averages and aligning with peers focused on premium, engineered solutions.
- The strategic focus on energy-efficient solutions and sustainability aligns with global leaders in green building, such as Kingspan Group and Owens Corning, who are also heavily investing in sustainable product development and market penetration.
- Carlisle's reliance on the re-roofing cycle (70% of commercial roofing business) provides a more stable revenue base compared to companies heavily exposed to volatile new construction starts, like many residential homebuilders or raw material suppliers, offering a defensive characteristic in cyclical markets.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Vice President and General Counsel | Scott C. Selbach (as Executive Vice President, Secretary and General Counsel) | Christopher B. Gaskill | May 2025 | Appointment of new General Counsel; Selbach transitioned to a new role. |
| Executive Vice President, Government Relations & Secretary | Executive Vice President, Secretary and General Counsel | Scott C. Selbach | May 2025 | Role change to focus on Government Relations and Secretary duties. |
| Vice President, Chief Accounting Officer | Vice President, Internal Audit | Andrew C. Easton | August 2024 | Promotion. |
| Vice President, Chief Human Resources Officer | Vice President, Human Resources | Susan Wallace | December 2024 | Promotion. |
| Vice President, Carlisle Operating System | Vice President of Global Operations, Carlisle Fluid Technologies | Juan Sifontes | January 2025 | Role change reflecting strategic focus on the Carlisle Operating System. |
| Vice Chair, Carlisle Construction Materials | President, Carlisle Construction Materials | Stephen F. Schwar | November 2025 | Role change. |
| President, Carlisle Construction Materials | Stephen F. Schwar | Jason L. Taylor | November 2025 | Appointment following Schwar's transition to Vice Chair. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Classification | The board of directors is divided into three approximately equal classes with staggered terms of three years each. | NA | Enhances takeover defense by requiring more time to gain control of the board, promoting stability. |
| Director Removal | Directors may be removed only for cause and upon the affirmative vote of the holders of at least 66% of the shares then entitled to vote, with specific provisions for substantial stockholders. | NA | Strengthens board stability and independence from short-term shareholder pressures, acting as a takeover defense. |
| Director Nominations | Stockholders must follow advance notice procedures, submitting written notice at least 90 days prior to the first anniversary of the last meeting for director elections. | NA | Ensures an orderly nomination process and provides the board with time to evaluate candidates. |
| Stockholder Action by Written Consent | No shareholder action may be taken by written consent of stockholders. | NA | Requires formal meetings for stockholder actions, potentially slowing down activist efforts and ensuring broader discussion. |
| Stockholder Special Meetings | A special meeting of stockholders will be called upon the request of the holders of at least 66% of the voting stock of the Company. | NA | Sets a high threshold for stockholders to call special meetings, limiting ad-hoc disruptions. |
| Supermajority Vote in Business Combinations | Business combinations with a 'substantial stockholder' (15% ownership) require approval by 66% of outstanding voting capital stock held by other stockholders, unless certain conditions are met (e.g., board approval). | NA | Provides significant protection against hostile takeovers by substantial stockholders. |
| Amendment of Anti-Takeover Provisions | Anti-takeover provisions (Article Seventh) cannot be amended or repealed without an affirmative vote of at least 66% of votes entitled to be cast, with specific provisions for substantial stockholders. | NA | Ensures the durability of the company's anti-takeover defenses. |
| Preferred Stock Purchase Rights | All rights under the preferred stock purchase rights expired on May 25, 2016. | May 25, 2016 | Removal of a previous anti-takeover measure (poison pill). |
| Internal Control over Financial Reporting | Management concluded that internal control over financial reporting was effective as of December 31, 2025, excluding recently acquired ThermaFoam and Bonded Logic. | December 31, 2025 | Indicates sound financial reporting processes, with standard exclusions for recent acquisitions during the integration period. |
| Cybersecurity Oversight | The Audit Committee of the Board of Directors oversees the assessment and management of cybersecurity risk, with annual presentations from the Senior Director of Information Security and Data Privacy. | NA | Demonstrates robust board-level oversight of critical cybersecurity risks and management's commitment to mitigation. |
Legal Proceedings
- The company is a defendant in lawsuits alleging injury due to exposure to asbestos-containing friction products from its discontinued Motion Control business (pre-1980s) and roofing products from Henry Company LLC (acquired 2021).
- A liability for estimated indemnity costs for pending and future asbestos claims has been recorded, which is not considered material to the company's financial position, results of operations, or operating cash flows as of December 31, 2025.
- The company maintains insurance coverage for asbestos-related claims and defense costs, recording recoveries when deemed probable.
- Involved in various other legal actions and proceedings arising in the ordinary course of business, with management believing the ultimate outcomes are not expected to have a material adverse effect on the company's financial position, results of operations, or operating cash flows.
Stakeholder Impact
- Shareholders: Continued dividend increases and significant share repurchases demonstrate a commitment to returning capital, but declining EPS and operating income may concern growth-focused investors. Anti-takeover provisions protect against hostile acquisitions, potentially limiting short-term premium opportunities but supporting long-term strategic stability.
- Employees: Continued investment in talent development, training programs, and health and safety initiatives. Approximately 500 employees, including international locations, are represented by unions, with good relations maintained. Management changes reflect strategic shifts and promotions.
- Customers: Focus on the 'Carlisle Experience' and innovation aims to deliver superior service and energy-efficient, labor-saving products. Acquisitions broaden product offerings and geographic reach, enhancing customer solutions.
- Suppliers: Raw material costs are a significant component of the cost structure (66% of COGS), indicating strong reliance on suppliers and exposure to commodity price volatility, which could impact supplier relationships and pricing negotiations.
- Creditors: New long-term debt issuances (2035 and 2040 notes) increase overall debt, but the company maintains compliance with all covenants and has strong liquidity, suggesting a stable credit profile.
Next Steps
- Continue execution of the Vision 2030 strategic plan, focusing on innovation, the Carlisle Experience, and the Carlisle Operating System (COS).
- Seek synergistic acquisitions to enhance the ability to service customers with broader energy-efficient solutions.
- Monitor actual results against expectations for goodwill and indefinite-lived intangible assets, assessing for significant changes in projections.
- Pay a regular quarterly dividend of $1.10 per share on March 2, 2026, to stockholders of record on February 17, 2026.
- Hold the Annual Meeting of Stockholders on April 29, 2026.
- Adopt ASU 2024-03 (Expense Disaggregation Disclosures) on January 1, 2027.
- Work towards achieving net-zero GHG emissions goal by 2050 and science-based targets to reduce operational and value-chain emissions.
Key Dates
| Date | Description |
|---|---|
| 1960s | Carlisle Construction Materials (CCM) segment evolved from a supplier of the first single-ply ethylene propylene diene monomer (EPDM) roofing membranes. |
| May 25, 2016 | All rights under the preferred stock purchase rights expired. |
| November 16, 2017 | Company completed a public offering of $600.0 million of 3.75% notes due December 1, 2027. |
| October 2018 | David W. Smith appointed Vice President, Sustainability and Community Relations; Andrew C. Easton joined as Director, Internal Audit. |
| January 2019 | Stephen F. Schwar became Vice President, Single Ply Sales. |
| April 2019 | Susan Wallace joined as Director of Human Resources, Carlisle Construction Materials. |
| February 28, 2020 | Company completed a public offering of $750.0 million of 2.75% notes due March 1, 2030. |
| May 2020 | D. Christian Koch became Chair of the Board of Directors. |
| October 2020 | Jason L. Taylor became President, West Division, Beacon Building Products. |
| September 28, 2021 | Company completed a public offering of $550.0 million of 2.20% notes due March 1, 2032. |
| September 1, 2021 | Acquisition of Henry Company LLC. |
| September 2021 | Mehul S. Patel joined as CFO, Henry Company (later VP, Investor Relations); Frank J. Ready joined as President, Henry Company (later President, CWT). |
| February 2022 | Frank J. Ready became President, Carlisle Weatherproofing Technologies; Stephen F. Schwar became President, Carlisle Construction Materials; Kevin P. Zdimal became Vice President, Chief Financial Officer. |
| March 2022 | Andrew C. Easton became Vice President, Internal Audit. |
| January 2023 | Juan Sifontes became Vice President of Global Operations, Carlisle Fluid Technologies. |
| August 2023 | Mehul S. Patel became Vice President, Investor Relations. |
| October 2, 2023 | Company completed the sale of Carlisle Fluid Technologies (CFT) for $520 million. |
| November 8, 2023 | Company acquired selected assets of Polar Industries, Inc. for $36.1 million. |
| January 1, 2024 | Effective date of the amended and restated Incentive Compensation Program. |
| February 2024 | Susan Wallace became Vice President, Human Resources. |
| April 3, 2024 | Maturity date of the $1.0 billion unsecured revolving line of credit. |
| May 1, 2024 | Company completed the acquisition of MTL Holdings LLC for $424.6 million. |
| May 21, 2024 | Company completed the sale of Carlisle Interconnect Technologies (CIT) for $2.025 billion. |
| August 2024 | Andrew C. Easton became Vice President, Chief Accounting Officer. |
| December 2024 | Susan Wallace became Vice President, Chief Human Resources Officer. |
| December 18, 2024 | Company completed the acquisition of PFB Holdco, Inc. for $266.5 million. |
| January 1, 2025 | Juan Sifontes became Vice President, Carlisle Operating System. |
| February 3, 2025 | Company completed the acquisition of selected assets of ThermaFoam Operating LLC for $53.7 million. |
| April 2025 | QXO Inc. acquired Beacon Roofing Supply Inc. |
| May 2025 | Christopher B. Gaskill became Vice President and General Counsel; Scott C. Selbach became Executive Vice President, Government Relations & Secretary. |
| June 30, 2025 | Company completed the acquisition of selected assets of Bonded Logic, Inc. for $61.4 million. |
| June 30, 2025 | Aggregate market value of common stock held by non-affiliates was approximately $15.8 billion. |
| August 20, 2025 | Company completed public offerings of $500.0 million in 5.25% notes due September 15, 2035, and $500.0 million in 5.55% notes due September 15, 2040. |
| September 3, 2025 | Board of Directors approved the repurchase of an additional 7.5 million shares under the share repurchase program. |
| November 1, 2025 | Annual impairment test date for goodwill and indefinite-lived intangible assets. |
| November 2025 | Stephen F. Schwar became Vice Chair, Carlisle Construction Materials; Jason L. Taylor became President, Carlisle Construction Materials. |
| December 31, 2025 | Fiscal year ended. |
| January 1, 2026 | Effective date for retrospective application of ASU 2023-09 (Income Tax Disclosures). |
| January 5, 2026 | OECD released the Side-by-Side addition to the Pillar Two framework, recognizing the US as a qualified regime. |
| January 28, 2026 | Board declared a regular quarterly dividend of $1.10 per share. |
| February 6, 2026 | 40,883,868 shares of common stock of the registrant were outstanding. |
| February 13, 2026 | Date of the auditor's report and filing date of the Annual Report on Form 10-K. |
| February 17, 2026 | Record date for the quarterly dividend of $1.10 per share. |
| March 2, 2026 | Payment date for the quarterly dividend of $1.10 per share. |
| April 29, 2026 | Annual Meeting of Stockholders to be held. |
| 2050 | Company's net-zero GHG emission goal. |
Recommendation
holdCarlisle demonstrates resilience and a strong commitment to shareholder returns through consistent dividends and significant share repurchases, backed by robust operating cash flow. The strategic pivot to pure-play building products and focus on energy efficiency aligns with long-term market trends. However, the decline in key profitability metrics (operating income, net income, EPS, Adjusted EBITDA) and gross margin in 2025, driven by challenging new construction markets and higher costs, suggests near-term headwinds. While the company is well-positioned for future growth, the current financial performance indicates a period of consolidation rather than immediate acceleration, warranting a 'hold' recommendation for investors to monitor the effectiveness of Vision 2030 execution against ongoing market challenges.
Keywords
Carlisle Companies, CSL, Annual Report, 10-K, Building Products, Construction Materials, Roofing Systems, Weatherproofing Technologies, Energy Efficiency, Sustainability, Acquisitions, Share Repurchases, Dividends, Financial Performance, Corporate Governance, Risk Management, Commercial Construction, Residential Construction, EPS, EBITDA, Operating Cash Flow
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