[8-K] STANLEY BLACK & DECKER, INC. Reports Material Event

Rhea-AI Filing Summary

Stanley Black & Decker (SWK) expanded Executive Vice President and CFO Patrick D. Hallinan’s role to include Chief Administrative Officer, effective January 1, 2026. To reflect the added responsibilities, his compensation will change on the same date: base salary will rise by $160,000 to $1,000,000, his target short‑term incentive will increase to 110% of base salary (from 100%), and his anticipated total target long‑term incentive award for 2026 will increase by $1,100,000 to $4,750,000.

The Board also elected Mary A. Laschinger as a director effective November 1, 2025. She will join the Compensation and Talent Development Committee and the Finance and Pension Committee and will participate in the non‑employee director compensation program described in the company’s March 7, 2025 proxy. The company issued a press release (Exhibit 99.1) announcing her election.

Insights

Corporate governance analyst

Routine leadership expansion and director addition; neutral impact.

SWK consolidated administrative oversight by adding Chief Administrative Officer duties to the existing CFO role effective January 1, 2026. Compensation adjustments align with the expanded scope: base salary to $1,000,000, short‑term incentive target to 110% of base, and 2026 long‑term incentive target to $4,750,000.

The Board elected Mary A. Laschinger effective November 1, 2025, assigning her to Compensation and Talent Development and Finance and Pension committees. These are standard governance actions and do not alter capital structure or guidance.

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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): October 29, 2025

Stanley Black & Decker, Inc.

(Exact Name of Registrant as Specified in its Charter)

Connecticut		001-05224		06-0548860
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1000 Stanley Drive, New Britain, Connecticut		06053
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (860) 225-5111

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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 each exchange on which registered
Common Stock - $2.50 Par Value per Share		SWK		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 29, 2025, Patrick D. Hallinan, the Executive Vice President, Chief Financial Officer of Stanley Black & Decker, Inc. (the “Company”) was appointed as the Company’s Chief Administrative Officer, effective January 1, 2026 (the “Effective Date”). As of the Effective Date, Mr. Hallinan will serve as the Company’s Executive Vice President, Chief Financial Officer & Chief Administrative Officer.

In connection with Mr. Hallinan’s assumption of increased responsibilities, on October 29, 2025, the Compensation and Talent Development Committee of the Company’s Board of Directors (the “Board”) approved the following compensation changes, effective as of the Effective Date, for Mr. Hallinan: (i) a base salary increase of $160,000 to $1,000,000, (ii) a target short-term incentive award opportunity of 110% of base salary (increased from 100% of base salary), and (iii) a $1,100,000 increase in the anticipated value of his total target long-term incentive award for 2026 to $4,750,000.

Additionally, on October 30, 2025, the Board elected Mary A. Laschinger as a director of the Company effective November 1, 2025. Ms. Laschinger will serve as a member of the Board’s Compensation and Talent Development Committee and Finance and Pension Committee. Ms. Laschinger will participate in the compensation program for non-employee directors as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 7, 2025.

There was no arrangement or understanding between Ms. Laschinger and any other person pursuant to which Ms. Laschinger was elected as a director of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the election of Ms. Laschinger to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
99.1		Press Release dated October 31, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

				STANLEY BLACK & DECKER, INC.
Date: October 31, 2025
				By:		/s/ Janet M. Link
				Name:		Janet M. Link
				Title:		Senior Vice President, General Counsel and Secretary

FAQ

What leadership change did SWK announce?

Patrick D. Hallinan, EVP and CFO, was appointed Chief Administrative Officer effective January 1, 2026, adding to his current role.

How is SWK adjusting the CFO’s compensation?

Effective January 1, 2026, base salary increases to $1,000,000, the target short‑term incentive rises to 110% of base salary, and the 2026 target long‑term incentive to $4,750,000.

Who joined SWK’s Board and when?

Mary A. Laschinger was elected as a director effective November 1, 2025.

Which committees will Mary A. Laschinger serve on at SWK?

She will serve on the Compensation and Talent Development Committee and the Finance and Pension Committee.

How will the new director be compensated?

She will participate in the non‑employee director compensation program described in SWK’s March 7, 2025 proxy statement.

Did SWK issue a press release about the director election?

Yes. A press release dated October 31, 2025 was filed as Exhibit 99.1.