Stanley Black & Decker (SWK) Director Reports RSU Deferral and Dividend Reinvestment

Rhea-AI Filing Summary

Andrea J. Ayers, a director of Stanley Black & Decker (SWK), reported transactions on 09/16/2025. She had 638 restricted stock units that were 100% vested upon grant and elected to defer settlement under the company’s RSU Deferral Plan, leaving her with 36,017.1791 shares beneficially owned after that entry. She also received 210.4958 additional RSU-equivalent shares credited as dividend equivalents at an average price of $78.39, increasing beneficial ownership to 36,227.6749. Separately, she acquired 398.6732 and 145.4558 deferred shares under the Deferred Compensation Plan and dividend reinvestment, which convert to common stock upon settlement. Settlement and payout timing follow the applicable deferral plan elections.

Positive

• Director participation in compensation plans through deferral shows alignment with long-term share-based compensation structures
• Dividend equivalents were reinvested, increasing deferred holdings without open-market purchases

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director deferred vested RSUs and credited dividend-equivalent units; this is a routine compensation deferral with limited immediate market impact.

The filing documents normal director compensation mechanics: 100% vesting of RSUs, an election to defer settlement under the RSU Deferral Plan, and crediting of dividend equivalents and deferred shares under the Deferred Compensation Plan. These actions increase the director's reported beneficial ownership by a few hundred shares and reflect tax/compensation timing choices rather than open-market purchases or sales. There is no indication of exercised options or cash sales, and all shares are subject to settlement schedules dictated by the plans.

Securities/Insider Transactions Analyst

TL;DR: Transactions are plan-driven acquisitions and reinvestments, not market trades; impact on float and liquidity is negligible.

The Form 4 logs acquisitions through plan settlement and dividend reinvestment: 638 RSUs deferred, ~210 dividend-equivalent RSUs credited at $78.39, and ~544.1289 deferred shares from fee deferrals and dividend reinvestment. Beneficial ownership totals provided after the transactions allow reconciliation versus prior holdings. From an investor perspective, these entries do not represent intent to buy or sell in the open market and are unlikely to affect short-term share supply materially.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ayers Andrea J.

(Last) (First) (Middle)

1000 STANLEY DRIVE

(Street)

NEW BRITAIN CT 06053

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STANLEY BLACK & DECKER, INC. [ SWK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/16/2025		A		638(1)	A	$0	36,017.1791	D
Common Stock	09/16/2025		A		210.4958(2)	A	$78.39	36,227.6749	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Shares	(3)	09/16/2025		A		398.6732		(3)	(3)	Common Stock	398.6732	$78.39	14,135.4726	D
Deferred Shares	(4)	09/16/2025		A		145.4558		(4)	(4)	Common Stock	145.4558	$78.39	14,280.9284	D

Explanation of Responses:

1. Represents the number of shares of common stock to be delivered upon settlement of restricted stock units, which were 100% vested upon grant. The reporting person has elected to defer settlement of such restricted stock units under the terms of the Stanley Black & Decker, Inc. 2020 Restricted Stock Unit Deferral Plan for Non-Employee Directors (the "RSU Deferral Plan"). The restricted stock units will be settled in one lump sum on the 90th day following the date on which the reporting person ceases to be a member of the Board of Directors or in three, five or ten annual installments beginning on such settlement date, subject to the reporting person's election.

2. Under the RSU Deferral Plan, each director's account is credited with dividend equivalents on the deferred restricted stock units when the Company pays cash dividends on its common stock (including special dividends, if any), and such dividend equivalents are denominated in additional restricted stock units based on the average of the high and low price per share on the New York Stock Exchange on the payment date applicable to such dividend. The number of shares reflects the credit of such dividend equivalents to the reporting person's account under the RSU Deferral Plan, which will be settled in accordance with the deferral election made by the reporting person applicable to the underlying deferred restricted stock units.

3. Represents deferred shares acquired pursuant to the Stanley Black & Decker Deferred Compensation Plan for Non-Employee Directors (the "Deferred Compensation Plan") as a result of the deferral of quarterly director fees paid in cash to the reporting person. Each deferred share entitles the holder thereof to receive one share of common stock upon settlement. The deferred shares credited to the reporting person's account under the Deferred Compensation Plan, including any additional deferred shares acquired through dividend reinvestment, will be settled in one lump sum payment of common stock on the first business day of the calendar year immediately following the date on which the reporting person ceases to be a member of the Board of Directors.

4. Represents additional deferred shares acquired through the reinvestment of dividends paid on deferred shares credited to the reporting person's account under the Deferred Compensation Plan. Each deferred share entitles the holder thereof to receive one share of common stock upon settlement. Such deferred shares will be settled in accordance with the deferral election made by the reporting person applicable to the underlying deferred shares.

Remarks:

	/s/ Janet M. Link, Attorney-in-Fact	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Andrea J. Ayers report on Form 4 for SWK?

She reported acquisitions on 09/16/2025 of vested restricted stock units and deferred shares under company plans, increasing her beneficial ownership to 36,227.6749 shares.

How many RSUs vested and were deferred by the director?

638 restricted stock units vested upon grant and were elected to be deferred under the RSU Deferral Plan.

What are the dividend-equivalent credits reported?

210.4958 additional RSU-equivalent shares were credited as dividend equivalents, valued at an average price of $78.39 on the dividend payment date.

When will deferred shares be settled?

Settlement follows plan elections: RSUs settle either 90 days after leaving the board or in 3/5/10 annual installments; Deferred Compensation Plan shares settle in a lump sum the first business day of the year after board service ends.

Did the Form 4 report any open-market purchases or sales?

No. All entries are plan-driven acquisitions and dividend reinvestments, not open-market transactions.