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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): May 21, 2024

carlislelogoaq12020.jpg
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 valueCSLNew 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 2.01.    Completion of Acquisition or Disposition of Assets.
On May 21, 2024, Carlisle Companies Incorporated (the “Company”) and Amphenol Corporation (“Buyer”) completed the transaction contemplated by the Stock Purchase Agreement, dated as of January 30, 2024 (the “Agreement”).
Pursuant to the Agreement, the Company sold to Buyer, and Buyer purchased from the Company and certain of its subsidiaries, all of the equity interests of certain direct and indirect wholly-owned subsidiaries of the Company comprising the Company’s Carlisle Interconnect Technologies business segment in exchange for cash consideration in the amount of $2.025 billion, subject to certain customary purchase price adjustments.
The material terms of the Agreement were previously reported in Item 1.01 of the Current Report on Form 8-K filed on January 30, 2024 with the U.S. Securities and Exchange Commission.
Item 7.01.    Regulation FD Disclosure.
On May 21, 2024, the Company issued a press release announcing the closing of the transaction contemplated by the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).
The information in Item 7.01 of this Report, including Exhibit 99.1, is being furnished herewith and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01.    Financial Statements and Exhibits.
(d)          Exhibits
Exhibit
Number		    Exhibit Title
   
Stock Purchase Agreement, dated as of January 30, 2024, by and between Carlisle Companies Incorporated and Amphenol Corporation (incorporated by reference to Exhibit 2.1 to Carlisle Companies Incorporated’s Current Report on Form 8-K filed January 30, 2024 (File No. 001-09278)).
 
Press release of Carlisle Companies Incorporated dated May 21, 2024.
104Cover page interactive data file (embedded within the inline XBRL document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.


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:May 21, 2024By:/s/ Kevin P. Zdimal
  Kevin P. Zdimal
  Vice President and Chief Financial Officer



Exhibit 99.1
PRESS RELEASE
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5/21/24
Carlisle Companies Completes Sale of Carlisle Interconnect Technologies
SCOTTSDALE, ARIZONA, May 21, 2024 - Carlisle Companies Incorporated (NYSE: CSL), a leading supplier of innovative building products and solutions, today announced that it has completed the sale of Carlisle Interconnect Technologies (“CIT”) to Amphenol Corporation (NYSE: APH).
About Carlisle Companies Incorporated
Carlisle Companies Incorporated is a leading supplier of innovative building envelope products and solutions for more energy efficient buildings. Through its building products businesses – Carlisle Construction Materials (“CCM”) and Carlisle Weatherproofing Technologies (“CWT”) – and family of leading brands, Carlisle delivers innovative, labor-reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. Carlisle is committed to generating superior shareholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Leveraging its culture of continuous improvement as embodied in the Carlisle Operating System (“COS”), Carlisle has committed to achieving net-zero greenhouse gas emissions by 2050.

Contact:     Mehul Patel
        Vice President, Investor Relations
        Carlisle Companies Incorporated
        (310) 592-9668
        mpatel@carlisle.com

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Cover Page Statement
May 21, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date May 21, 2024
Entity Registrant Name CARLISLE COMPANIES INCORPORATED
Entity Incorporation, State or Country Code DE
Entity File Number 001-09278
Entity Tax Identification Number 31-1168055
City Area Code 480
Local Phone Number 781-5000
Entity Address, Address Line One 16430 North Scottsdale Road
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Scottsdale
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85254
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000790051
Amendment Flag false
Common stock, $1 par value  
Entity Information [Line Items]  
Title of 12(b) Security Common stock, $1 par value
Trading Symbol CSL
Security Exchange Name NYSE
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