Stanley Black SEC Filings

Stanley Black & Decker, Inc. (SWK) – Form 4 insider transaction

Chief Operating Officer & President, Tools & Outdoor, Christopher John Nelson, reported transactions dated 29 June 2025 related to the vesting of previously granted Restricted Stock Units (RSUs).

• RSU conversion (Code M): 3,213 and 19,639 RSUs converted to common stock, adding 22,852 shares to direct ownership.
• Share withholding for taxes (Code F): 1,437 and 8,779 shares automatically withheld at $67.955 per share to satisfy tax obligations, reducing the net addition.
• Net change: Directly owned shares increased by approximately 12,636, bringing total direct holdings to 27,765 shares after all transactions.
• All activity stemmed from scheduled RSU vesting; no open-market purchases or sales were disclosed.

The filing reflects routine equity award vesting rather than discretionary buying or selling, and therefore carries limited immediate valuation impact.

Stanley Black & Decker, Inc. (NYSE: SWK) filed an 8-K to announce a planned leadership transition effective 1 October 2025. The Board has appointed Christopher J. Nelson, currently Chief Operating Officer and President of the Tools & Outdoor segment, as the Company’s next President & Chief Executive Officer and a director. Incumbent CEO Donald Allan Jr. will become Executive Chairman through his retirement on 30 September 2026, providing a year of overlap to support continuity.

Key contractual economics were disclosed: Mr. Nelson will receive an $1.3 million annual base salary, a target annual bonus equal to 160 % of base pay, and 2026 equity awards valued at $10.345 million. A one-time “top-up” equity grant of $1.686 million will be issued post-transition (25 % RSUs, 25 % options, 50 % PSUs). Severance protection equals 2× salary plus target bonus and up to two years of benefits if terminated without cause or for good reason.

Mr. Allan, as Executive Chairman, will earn a $1.1 million salary, a target bonus of 150 % of salary, and 2026 equity awards worth $6 million (50 % RSUs / 50 % options). He retains company-paid welfare benefits until age 65.

The filing also notes that, on 30 June 2025, the Company released guidance and management updates via press release (Exhibit 99.1) and clarified that the furnished information is not deemed “filed” under the Exchange Act.

No related-party transactions or family relationships were reported. The disclosed agreements (Exhibits 10.1 & 10.2) contain customary confidentiality, non-compete and indemnification clauses.

Stanley Black & Decker (NYSE:SWK) filed an 8-K disclosing a new $1.25 billion 364-day revolving credit facility signed on June 23 2025 with Citibank and a syndicate of banks.

The facility, available in USD or EUR, matures on June 22 2026 and can be converted into a one-year term loan. No funds were drawn at closing. Interest is tied to the Base Rate, Term SOFR or EURIBOR plus a margin.

Covenants require an interest-coverage ratio ≥2.5× through Q2 2026, reverting to 3.5× thereafter; EBITDA add-backs are capped at $250 million over any four-quarter period. A change-of-control event could trigger mandatory prepayment.

The company simultaneously amended its $4.0 billion five-year credit agreement to mirror the relaxed covenant and paid lenders a one-time 1 bp fee. The 2024 364-day facility was terminated.

• Improves short-term liquidity for general corporate purposes.
• Provides financial flexibility but increases potential leverage.

Stanley Black & Decker director Adrian V. Mitchell reported multiple transactions on June 17, 2025, involving both direct stock acquisitions and deferred share arrangements:

• Acquired 116.3977 shares of common stock at $64.85 per share, bringing direct ownership to 9,321.7513 shares
• Received 481.8812 deferred shares through the Director Deferred Compensation Plan from quarterly director fees
• Acquired 57.9942 additional deferred shares through dividend reinvestment

The deferred shares will be settled in common stock upon Mitchell's departure from the Board. These transactions were made under the company's 2020 RSU Deferral Plan and Deferred Compensation Plan for Non-Employee Directors, which include provisions for dividend equivalents and reinvestment. The filing indicates standard director compensation arrangements rather than open market transactions.

Susan K. Carter, Director at Stanley Black & Decker (SWK), reported multiple transactions on June 17, 2025:

Key Transaction Details:

• Acquired 69.0318 shares of Common Stock at $64.85 per share, resulting in beneficial ownership of 5,570.4399 shares
• Acquired 558.9822 Deferred Shares under the 2020 RSU Deferral Plan for Non-Employee Directors
• Received 28.1623 additional Deferred Shares through dividend reinvestment

The transactions include deferred compensation arrangements through two plans: the RSU Deferral Plan and the Deferred Compensation Plan for Non-Employee Directors. Deferred shares will be settled in common stock after Carter ceases to be a board member. The filing reflects standard director compensation practices and dividend reinvestment activity.

Stanley Black & Decker Director Andrea J. Ayers reported multiple transactions on June 17, 2025, involving the company's common stock and deferred share arrangements:

• Acquired 771 restricted stock units that were immediately vested, with settlement deferred under the 2020 RSU Deferral Plan
• Received 238.5976 additional shares at $64.85 per share through dividend equivalents on deferred RSUs
• Acquired 481.8812 deferred shares through the Director Deferred Compensation Plan from quarterly fee deferrals
• Received 165.5097 additional deferred shares through dividend reinvestment

Following these transactions, Ayers beneficially owns 35,379.1791 shares directly and 13,736.7994 deferred shares. The deferred compensation will be settled upon cessation of board service, either as a lump sum or in installments based on election.

Form 4 overview: On 06/17/2025, Stanley Black & Decker (ticker SWK) director Jane Palmieri recorded two routine, dividend-related acquisitions that slightly raised her beneficial ownership.

• Common stock: 127.4055 shares were automatically credited at a reference price of $64.85 per share through the company’s 2020 RSU Deferral Plan for Non-Employee Directors. Her direct common-stock holdings now total 10,203.3248 shares.
• Derivative (deferred) shares: 25.68 additional deferred shares were credited under the Deferred Compensation Plan via dividend reinvestment, lifting her deferred-share balance to 2,056.6 units. Each deferred share converts 1-for-1 into common stock after she leaves the Board.

No dispositions, sales, or 10b5-1 plan transactions were reported. The filing therefore reflects passive accumulation of shares stemming solely from dividend equivalents rather than an open-market purchase or discretionary trade.

Materiality assessment: The total shares added represent an immaterial fraction of Stanley Black & Decker’s outstanding equity and involve automatic dividend reinvestment features. While insider accumulation generally conveys alignment with shareholder interests, the size and nature of these credits are unlikely to influence the company’s valuation or liquidity.

Stanley Black & Decker director John L. Garrison Jr. reported multiple transactions on June 17, 2025:

• Acquired 40.943 shares of Common Stock at $64.85 per share, bringing total direct ownership to 3,278.943 shares
• Received 481.8812 Deferred Shares under the 2020 RSU Deferral Plan for Non-Employee Directors, resulting from deferred quarterly director fees
• Acquired 8.4948 additional Deferred Shares through dividend reinvestment in the Deferred Compensation Plan

The deferred shares will be settled in common stock after Garrison ceases board membership. These transactions reflect standard director compensation and dividend reinvestment activity, with settlement terms aligned with the company's director compensation plans.