Stanley Black & Decker (NYSE: SWK) grants deferred shares and stock to director

Rhea-AI Filing Summary

Stanley Black & Decker director Andrea J. Ayers reported four grant-type acquisitions on September 16, 2025. She received 398.6732 and 145.4558 deferred shares and 638 and 210.4958 shares of common stock, with some awards referenced at $78.39 per share. After these transactions she directly holds 14,280.9284 deferred shares and 36,227.6749 common shares, earned under director restricted stock unit and deferred compensation plans that settle in common stock after board service ends and credit dividend equivalents as additional units.

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.

Insider Trade Summary

Net Buyer: 848.4958 shares

Net Buy 4 txns

Insider Ayers Andrea J.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	398.6732	$78.39	$31K
Grant/Award	Deferred Shares	145.4558	$78.39	$11K
Grant/Award	Common Stock	638	$0.00	$0.00
Grant/Award	Common Stock	210.4958	$78.39	$17K

Holdings After Transaction: Deferred Shares — 14,280.9284 shares (Direct); Common Stock — 36,227.6749 shares (Direct)

Footnotes (4)

1. F1. 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. F2. 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. F3. 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. F4. 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.

Key Figures

Deferred shares acquired: 398.6732 shares Additional deferred shares acquired: 145.4558 shares Common stock granted: 638.0000 shares +3 more

6 metrics

Deferred shares acquired 398.6732 shares Deferred Shares derivative award on September 16, 2025

Additional deferred shares acquired 145.4558 shares Second Deferred Shares derivative award on September 16, 2025

Common stock granted 638.0000 shares Non-derivative Common Stock award on September 16, 2025

Additional common stock granted 210.4958 shares Non-derivative Common Stock award at $78.39 per share

Deferred share holdings after transactions 14,280.9284 shares Direct Deferred Shares position following reported awards

Common stock holdings after transactions 36,227.6749 shares Direct Common Stock position following reported awards

Key Terms

Restricted Stock Unit Deferral Plan for Non-Employee Directors, Deferred Compensation Plan for Non-Employee Directors, dividend equivalents, deferred shares

4 terms

Restricted Stock Unit Deferral Plan for Non-Employee Directors financial

"2020 Restricted Stock Unit Deferral Plan for Non-Employee Directors (the "RSU Deferral Plan")"

Deferred Compensation Plan for Non-Employee Directors financial

"Deferred Compensation Plan for Non-Employee Directors (the "Deferred Compensation Plan")"

dividend equivalents financial

"each director's account is credited with dividend equivalents on the deferred restricted stock units"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

deferred shares financial

"Represents deferred shares acquired pursuant to the Deferred Compensation Plan"

Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.

FAQ

What stock awards did SWK director Andrea J. Ayers receive on September 16, 2025?

Andrea J. Ayers received 398.6732 and 145.4558 deferred shares plus 638 and 210.4958 common shares as grant-type awards, some referenced at $78.39 per share under Stanley Black & Decker’s director compensation and deferral programs.

How many SWK deferred shares and common shares does Andrea J. Ayers hold after this Form 4?

Following these awards, Ayers holds 14,280.9284 deferred shares and 36,227.6749 common shares of Stanley Black & Decker directly, reflecting accumulated director compensation under restricted stock unit and deferred fee plans.

Are Andrea J. Ayers’s SWK transactions open-market purchases or compensation grants?

The Form 4 reports award-type acquisitions coded "A" rather than open-market purchases. These entries represent grants of deferred shares and common stock tied to director compensation and deferral arrangements, not discretionary buying or selling in the market.

What is SWK’s RSU Deferral Plan for Non-Employee Directors mentioned in the filing?

The RSU Deferral Plan allows non-employee directors’ restricted stock units to be fully vested on grant but settled later in common stock, generally after the director leaves the board, with dividend equivalents credited as additional units.

How does Stanley Black & Decker’s Deferred Compensation Plan for Non-Employee Directors work?

Under the Deferred Compensation Plan, directors may convert quarterly cash fees into deferred shares, each entitling the holder to one common share. These, plus any dividend-reinvestment shares, are settled in a lump-sum stock payment after board service ends.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/18/2025 - 06:05 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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.