CARLISLE COMPANIES INCCSL
CARLISLE COMPANIES INC Stock Compensation Disclosure
Stock-Based Compensation
Incentive Compensation Program
The Company maintains an Incentive Compensation Program, as amended and restated effective January 1, 2024 (the “Program”), under which the Company may award stock options and other equity-based incentives to the Company’s directors, officers, employees or consultants. The Program was originally approved by the Company’s stockholders at the Company's 2024 Annual Meeting of Stockholders. As of December 31, 2025, 2.7 million shares remained available for issuance under the Program, and 0.8 million of those shares were available for grant as restricted shares, performance shares or other “full value” awards.
During the year ended December 31, 2025, the Company awarded 108 thousand stock options, 30 thousand restricted stock awards and 20 thousand performance share awards as part of the Program with an aggregate grant-date fair value of approximately $35.4 million to be recognized over the requisite service period for each award.
Stock-based compensation cost by award type follows:
| (in millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Stock option awards | $ | 13.1 | $ | 14.0 | $ | 14.4 | ||||||||||||||
| Restricted stock awards | 10.8 | 9.4 | 8.3 | |||||||||||||||||
| Performance share awards | 10.5 | 9.4 | 8.8 | |||||||||||||||||
| Total stock-based compensation cost incurred | 34.4 | 32.8 | 31.5 | |||||||||||||||||
| Capitalized cost during the period | (1.9) | (3.3) | (4.5) | |||||||||||||||||
| Amortization of capitalized cost during the period | 2.3 | 3.4 | 4.7 | |||||||||||||||||
| Total stock-based compensation expense | $ | 34.8 | $ | 32.9 | $ | 31.7 | ||||||||||||||
| Income tax benefit | $ | 17.8 | $ | 18.7 | $ | 11.4 | ||||||||||||||
Stock Option Awards
Stock options awarded under the Program generally vest on a straight-line basis over a three-year period on the anniversary date of the grant. All stock options have a maximum contractual term of 10 years. Shares issued to cover stock options issued under the Program may be issued from shares held in treasury, from new issuances of shares or a combination of the two. Unrecognized compensation cost from continuing operations related to stock options of $7.5 million as of December 31, 2025, is to be recognized over a weighted-average period of 1.5 years.
The Company determines the fair value of its stock options using the Black-Scholes-Merton option pricing model. The weighted average assumptions used in the determination of fair value for stock options follow:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Expected dividend yield | 1.0 | % | 1.2 | % | 1.2 | % | ||||||||||||||
Expected term (in years) | 4.5 | 4.7 | 4.6 | |||||||||||||||||
| Expected volatility | 28.7 | % | 32.1 | % | 32.4 | % | ||||||||||||||
| Risk-free interest rate | 4.2 | % | 3.9 | % | 3.6 | % | ||||||||||||||
The expected dividend yield is based on the latest quarterly dividend payment per share, annualized, divided by the average three-month stock price as of the date of grant. The expected term is based on the assumption that all outstanding stock options will be exercised at the midpoint of the valuation date (if vested) or the vesting dates (if unvested) and the stock options’ expiration date. The expected volatility is based on historical volatility and the implied volatility of the Company’s call options. The risk-free interest rate is based on rates of U.S. Treasury issues with a remaining life equal to the expected term of the stock option.
A summary of stock options outstanding and activity follows:
Number of Units (in thousands) | Weighted-Average Exercise Price (per share) | Weighted-Average Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | |||||||||||||||||||||||
| Outstanding as of December 31, 2024 | 875 | $ | 227.97 | |||||||||||||||||||||||
| Options granted | 108 | 395.46 | ||||||||||||||||||||||||
| Options exercised | (119) | 195.71 | ||||||||||||||||||||||||
| Options forfeited / expired | (36) | 304.86 | ||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 828 | 251.17 | 6.0 | $ | 64.6 | |||||||||||||||||||||
| Vested and exercisable as of December 31, 2025 | 606 | 219.08 | 5.2 | $ | 61.2 | |||||||||||||||||||||
Additional information related to stock option activity during the years ended December 31 follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Weighted-average grant date fair value (per share) | $ | 112.37 | $ | 97.11 | $ | 74.20 | ||||||||||||||
| Intrinsic value of options exercised (in millions) | 21.1 | 118.2 | 23.5 | |||||||||||||||||
Restricted Stock Awards
Restricted stock awarded under the Program is generally released to the recipient after a period of approximately three years. Unrecognized compensation cost from continuing operations related to restricted stock of $9.3 million as of December 31, 2025, is to be recognized over a weighted-average period of 1.7 years.
A summary of restricted stock outstanding and activity follows:
Number of Shares (in thousands) | Weighted-Average Grant Date Fair Value (per share) | Weighted-Average Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | |||||||||||||||||||||||
| Outstanding as of December 31, 2024 | 100 | $ | 265.53 | |||||||||||||||||||||||
| Shares granted | 30 | 387.39 | ||||||||||||||||||||||||
| Shares vested | (35) | 245.31 | ||||||||||||||||||||||||
| Shares forfeited | (2) | 330.78 | ||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 93 | 312.23 | 1.0 | $ | 29.7 | |||||||||||||||||||||
Additional information related to restricted stock award activity during the years ended December 31 follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Weighted-average grant date fair value (per share) | $ | 387.39 | $ | 337.83 | $ | 250.83 | ||||||||||||||
| Intrinsic value of restricted stock awards vested (in millions) | 12.7 | 18.5 | 10.7 | |||||||||||||||||
Performance Share Awards
Performance shares are granted for a three-year performance period, after which the actual number of performance shares earned by an employee is determined by the Company's attainment of a management objective which is based on the Company’s relative total stockholder return versus the S&P Midcap 400 Index® over a three-year time period. Unrecognized compensation cost from continuing operations related to performance share awards of $10.7 million as of December 31, 2025, is to be recognized over a weighted-average period of 1.7 years.
The Company utilizes the Monte-Carlo simulation approach based on a three-year measurement period to determine the fair value of performance shares. Such approach entails the use of assumptions regarding the future performance of the Company’s stock and those of the S&P Midcap 400 Index®. Those assumptions include expected volatility, risk-free interest rates, correlation coefficients and dividend reinvestment. Dividends accrue on the performance shares during the performance period and are to be paid in cash based upon the number of awards ultimately earned.
A summary of performance shares outstanding and activity follows:
Number of Shares (in thousands) | Weighted-Average Grant Date Fair Value (per share) | Weighted-Average Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | |||||||||||||||||||||||
| Outstanding as of December 31, 2024 | 90 | $ | 368.42 | |||||||||||||||||||||||
| Awards granted | 20 | 570.01 | ||||||||||||||||||||||||
| Awards vested | (71) | 310.22 | ||||||||||||||||||||||||
| Awards converted | 35 | 310.37 | ||||||||||||||||||||||||
| Awards forfeited | (2) | 482.33 | ||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 72 | 449.29 | 0.9 | $ | 23.2 | |||||||||||||||||||||
Additional information related to performance share activity during the years ended December 31 follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Weighted-average grant date fair value (per share) | $ | 570.01 | $ | 467.92 | $ | 368.47 | ||||||||||||||
| Intrinsic value of performance share awards vested (in millions) | 24.8 | 31.0 | 19.9 | |||||||||||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.