[8-K] Carlisle Companies, Inc. Reports Material Event

Rhea-AI Filing Summary

Carlisle Companies, Inc. reported that its Board approved a new share repurchase program authorizing management to buy up to 7.5 million additional shares of common stock over an indefinite period or until the Board terminates the program. Purchases may occur in the open market, in privately negotiated transactions, or through block trades. This new authorization supplements approximately 1.2 million shares remaining under the company’s August 2023 repurchase authorization as of August 31, 2025. The filing notes a press release describing the program is included as an exhibit.

Positive

• 7.5 million-share repurchase authorization adds meaningful buyback capacity
• Repurchases may be executed via open market, negotiated, or block trades, giving execution flexibility
• This new authorization is in addition to 1.2 million shares remaining from the August 2023 program

Negative

• The program is authorized over an indefinite period, so timing of purchases is unspecified
• Filing does not disclose a dollar cap or maximum expenditure for the buyback program

Insights

Corporate Finance Strategist

Board authorized an open-ended repurchase of 7.5M shares, adding to 1.2M remaining.

Authorizing an additional 7.5 million shares gives management a sizeable capacity to reduce shares outstanding over time using open-market, negotiated, or block-trade executions. The program is open-ended with no stated dollar cap or firm timetable, which allows flexibility in execution but leaves the timing and pace of repurchases unspecified.

Key dependencies include available cash or access to funding and prevailing market prices; investors should note the company did not disclose a monetary limit or a specific execution schedule in this filing. Monitor periodic disclosures of repurchases in regulatory filings for near-term activity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________ 

FORM 8-K

_____________________________________________________ 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 _____________________________________________________ 

Date of Report (Date of earliest event reported): September 3, 2025

www.carlisle.com 

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

001-09278

31-1168055

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254

(Address of principal executive offices, including zip code)

480-781-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $1 par value

CSL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐    Emerging growth company

☐    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01.    Other Events.

On September 3, 2025, Carlisle Companies Incorporated (the “Company”) announced that its Board of Directors (the “Board”) approved a new share repurchase program authorizing management to buy back up to an additional 7.5 million shares of the Company’s common stock over an indefinite period of time or until terminated by the Board. These shares will be purchased at management’s direction from time to time in the open market at prevailing market prices, in privately negotiated transactions, or through block trades. This authorization is in addition to the approximately 1.2 million shares remaining as of August 31, 2025 under the existing share repurchase authorization announced in August 2023.

A copy of the Company’s press release announcing the new share repurchase program is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits.

(d)          Exhibits

Exhibit Number						Exhibit Title
99.1						Press release of Carlisle Companies Incorporated dated September 3, 2025.
104						Cover page interactive data file (formatted in inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						CARLISLE COMPANIES INCORPORATED
Date:			September 5, 2025			By:			/s/ Kevin P. Zdimal
									Kevin P. Zdimal
									Vice President and Chief Financial Officer

FAQ

What did Carlisle (CSL) authorize in this 8-K?

The Board approved a new share repurchase program authorizing management to buy up to 7.5 million additional common shares over an indefinite period.

How does the new authorization relate to prior buybacks for CSL?

The new 7.5 million share authorization is in addition to approximately 1.2 million shares remaining under the August 2023 repurchase authorization as of August 31, 2025.

How will Carlisle execute repurchases under the program?

Purchases may be made in the open market, in privately negotiated transactions, or through block trades at management’s direction.

Is there a dollar limit or timetable for CSL’s new buyback program?

No. The filing states the program is authorized over an indefinite period and does not disclose a dollar cap or fixed schedule.

Where can investors find more details about the buyback announcement?

The company said a press release announcing the program is filed as Exhibit 99.1 to the Current Report.