DEF 14A of Stanley Black & Decker, Inc., Mar 6, 2026

DEF 14A of Stanley Black & Decker, Inc.

Filed Mar 6, 2026 · FY20250001140361-26-008170

Open on EDGAR

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    Secretary March 6, 2026

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    | Meeting Information DATE: Friday, April 24, 2026 | | TIME: 9:30 a.m. EDT | | PLACE: Live webcast at: www.virtualshareholdermeeting.com/ SWK2026 | | RECORD DATE: Close of Business on February 25, 2026 |

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    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 24, 2026: This Proxy Statement, together with the Proxy Card and our Annual Report, are available at www.proxyvote.com.

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    | iii | GENERAL INFORMATION | | iv | 2026 PROXY SUMMARY | | v | OUR 2025 HIGHLIGHTS | | 1 | ITEM 1—ELECTION OF DIRECTORS | | 1 | Information Concerning Nominees for Election as Directors | | 12 | BOARD OF DIRECTORS | | 12 | Nomination Process | | 12 | Shareholder Nominations and Recommendations of Candidates | | 12 | Proxy Access | | 12 | Qualifications of Directors and Nominees | | 14 | Director Nominee Tenure and Age and Board Refreshment | | 15 | CORPORATE GOVERNANCE | | 15 | Board Leadership Structure | | 15 | Stock Ownership Guidelines for Non-Employee Directors | | 15 | Meetings | | 16 | Director Independence | | 16 | Board Committees | | 18 | Executive Sessions of the Board | | 19 | Communicating with the Board | | 19 | Code of Business Ethics | | 19 | Talent Development and Succession Planning | | 19 | Board and Committee Self-Evaluation | | 19 | Retirement Policy | | 19 | Service on Other Public Company Boards & Overboarding Policy | | 19 | Director Continuing Education | | 20 | RISK OVERSIGHT | | 20 | Enterprise Risk Management | | 21 | Sustainability Risk Oversight | | 21 | Cybersecurity Risk Oversight | | 21 | RELATED PERSON TRANSACTIONS | | 21 | HUMAN CAPITAL MANAGEMENT | | 22 | DIRECTOR COMPENSATION | | 24 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS |

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    | 24 | SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS | | 25 | DELINQUENT SECTION 16(a) REPORTS | | 25 | AUDIT COMMITTEE REPORT | | 26 | COMPENSATION AND TALENT DEVELOPMENT COMMITTEE REPORT | | 27 | COMPENSATION DISCUSSION & ANALYSIS | | 28 | EXECUTIVE SUMMARY | | 34 | COMPENSATION DESIGN | | 39 | 2025 EXECUTIVE COMPENSATION PROGRAM | | 48 | COMPENSATION GOVERNANCE | | 51 | 2025 EXECUTIVE COMPENSATION | | 51 | SUMMARY COMPENSATION TABLE | | 53 | GRANTS OF PLAN-BASED AWARDS TABLE | | 55 | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END | | 58 | OPTION EXERCISES AND STOCK VESTED DURING 2025 FISCAL YEAR | | 59 | NON-QUALIFIED DEFERRED COMPENSATION PLANS IN FISCAL YEAR 2025 | | 60 | EXECUTIVE OFFICER AGREEMENTS | | 60 | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | 67 | CEO PAY RATIO | | 68 | PAY VERSUS PERFORMANCE | | 74 | ITEM 2—ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS | | 75 | ITEM 3—APPROVAL OF AMENDED AND RESTATED 2024 OMNIBUS AWARD PLAN | | 83 | ITEM 4—APPROVAL OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM | | 84 | ITEM 5—SHAREHOLDER PROPOSAL | | 86 | VOTING INFORMATION | | 92 | APPENDIX A—INFORMATION CONCERNING AND RECONCILIATION OF GAAP TO NON-GAAP MEASURES USED IN THIS PROXY STATEMENT | | 102 | APPENDIX B—THE STANLEY BLACK & DECKER AMENDED & RESTATED 2024 OMNIBUS AWARD PLAN |

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    | | 2026 PROXY STATEMENT i |

  7. OUR 2025 HIGHLIGHTS

    OUR 2025 HIGHLIGHTS WHO WE ARE AND HOW WE OPERATE Stanley Black & Decker, Inc., an S&P 500 company, was founded in 1843 by Frederick T. Stanley and incorporated in Connecticut in 1852. In March 2010, the Company completed a merger with The Black & Decker Corporation, a company founded by S. Duncan Black and Alonzo G. Decker and incorporated in Maryland in 1910. At that time, the Company changed its name from The Stanley Works to Stanley Black & Decker, Inc. The Company is a global provider of hand tools, power tools, outdoor products and related accessories, as well as a leading provider of engineered fastening solutions. Stanley Black & Decker delivered solid results across our key focus areas in 2025, with continued gross margin expansion and net income growth, strong free cash flow,* a strengthened balance sheet, and strategic investments focused on driving sustainable, profitable growth. In 2025, the Company delivered another year of revenue growth in our DEWALT brand.

  8. OUR 2025 HIGHLIGHTS

    | 2025 Key Financials | | | | | $15.1B Revenue | 30.3% Gross Margin | $2.65 EPS | $971M Cash from Operating Activities | | | 30.7% Adjusted Gross Margin* | $4.67 Adjusted EPS** | $688M Free Cash Flow* |

  9. OUR 2025 HIGHLIGHTS

    Stanley Black & Decker is guided by the mission to build a world-class branded industrial company, by solving end users’ most pressing and complex challenges. The strategy to achieve this is anchored by three core imperatives:

  10. OUR 2025 HIGHLIGHTS

    | | | Activating our brands with purpose is rooted by our brands standing for quality, safety and productivity. The Company is investing resources to continue to deepen connections with end users, with every product, solution and service aligned with their evolving needs. | | | | Driving operational excellence is centered on continuous improvement to deliver stronger results, including more effective resource allocation with higher return on investment. The focus on driving annual net productivity will contribute to continued margin expansion and reinvestment into brand health and innovation. | | | | Accelerating innovation is required to advance and expand the end-to-end workflow solutions that end users demand. The platforming method that enables faster speed to market and leverages modularity combined with specialization to deliver uncompromised productivity and value. | | With a strengthened foundation and a more streamlined, focused organization, the Company is positioned to drive performance towards its long-term targets. | | |

  11. OUR 2025 HIGHLIGHTS

    | Long-Term Financial Goals – Expect To Reflect In 2028 Financials*** Mid-Single Digit Organic Revenue Growth**** (in a low-single digit market) 35% to 37% Adjusted Gross Margins* Adjusted EBITDA* at Mid-to-High Teens % of Sales Free Cash Flow* ~100% of GAAP Net Income Over a Multi-Year Period Cash Flow Return on Investment (“CFROI”)***** Low-to-Mid Teens by 2028; ≥Mid-Teens beyond 2028 Solid Investment Grade Credit Rating | | In terms of capital allocation, the Company's top priority is funding organic growth investments that drive long-term value. The Company also remains committed, over time, to maintaining a strong and growing dividend and has a preference toward opportunistic share repurchases. In the near-term, the Company intends to utilize the net proceeds from the pending CAM divestiture to reduce debt. |

  12. OUR 2025 HIGHLIGHTS

    | * Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. |

  13. OUR 2025 HIGHLIGHTS

    | ** Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. Adjusted EPS referenced in this context is defined as diluted GAAP EPS, excluding certain gains and charges. |

  14. OUR 2025 HIGHLIGHTS

    | *** These goals assume the tariff landscape as of January 2026, low-single digit market growth, and inflation around 2% per year. |

  15. OUR 2025 HIGHLIGHTS

    | **** Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. Organic revenue growth (also referred to as organic sales growth or organic growth) is organic revenue or organic sales divided by prior year sales. Organic revenue or organic sales is defined as the difference between total current and prior year sales less the impact of companies acquired and divested in the past twelve months, foreign currency fluctuations, and transfers of product lines between segments. |

  16. OUR 2025 HIGHLIGHTS

    | ***** Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. CFROI referenced in this context is computed as cash from operations plus after-tax interest expense, divided by the 2-point average of debt and equity (i.e. beginning and end of year). CFROI used as a metric in the Company's long-term incentive award program is further adjusted. Refer to “Incentive Measure Definitions for LTIP PSUs” on page 43 for further information. |

  17. OUR 2025 HIGHLIGHTS

    | | 2026 PROXY STATEMENT v |

  18. OUR 2025 HIGHLIGHTS

    OTHER IMPORTANT FINANCIAL METRICS For additional information, refer to the Annual Report that accompanies this Proxy Statement. During 2025, the Company continued to make significant progress against its strategic priorities and delivered the following results:

  19. OUR 2025 HIGHLIGHTS

    | | Recorded total revenue of $15.1 billion, down 2% versus prior year; organic revenue* down 1% |

  20. OUR 2025 HIGHLIGHTS

    | | Full year gross margin rate of 30.3% and adjusted gross margin rate** of 30.7%, and fourth quarter gross margin rate of 33.2% and adjusted gross margin rate** of 33.3% |

  21. OUR 2025 HIGHLIGHTS

    | | The Company generated cash from operating activities of $971 million and Free Cash Flow** of $688 million in 2025 |

  22. OUR 2025 HIGHLIGHTS

    | | In December 2025, the Company announced that it had entered into a definitive agreement to sell its Consolidated Aerospace Manufacturing (CAM) business to Howmet Aerospace for $1.8 billion in cash. Net after tax proceeds are expected to be in the range of $1.525 billion to $1.6 billion, which the Company expects to utilize to reduce debt. The transaction is expected to close in the first half of 2026 and is subject to regulatory approval and other customary closing conditions. |

  23. OUR 2025 HIGHLIGHTS

    | * Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. Organic revenue growth (also referred to as organic sales growth or organic growth) is organic revenue or organic sales divided by prior year sales. Organic revenue or organic sales is defined as the difference between total current and prior year sales less the impact of companies acquired and divested in the past twelve months, foreign currency fluctuations, and transfers of product lines between segments. |

  24. OUR 2025 HIGHLIGHTS

    | ** Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. |

  25. OUR 2025 HIGHLIGHTS

    | vi 2026 PROXY STATEMENT | |

  26. OUR 2025 HIGHLIGHTS

    BOARD SKILLS AND QUALIFICATIONS In evaluating candidates, including existing Board members, the Corporate Governance Committee aims to create a Board comprised of members who are positioned to best serve the needs of the Company and its shareholders. The following reflects certain information with respect to our director nominees named in this Proxy Statement. In addition, of our director nominees, seven identify as men, four identify as women, four identify as veterans, ten identify as white (one of whom also identifies as middle eastern), and one identifies as black. Each candidate is evaluated by the Corporate Governance Committee based on the criteria set forth under “Board of Directors” on page 12.

  27. OUR 2025 HIGHLIGHTS

    | 11 TOTAL NOMINEES | 9 (82%) INDEPENDENT DIRECTOR NOMINEES Fully Independent Audit, Governance, Compensation and Finance Committees | | 7 INDEPENDENT DIRECTOR NOMINEES WERE ADDED IN PAST 5 YEARS Independent Chair or Lead Independent Director Since 2000 | | 73% OF DIRECTOR NOMINEES HAVE CEO EXPERIENCE | | | | | TENURE | 3.9 YEARS AVERAGE NOMINEE TENURE | | 60 YEARS AVERAGE NOMINEE AGE | | | | | |

  28. OUR 2025 HIGHLIGHTS

    CORPORATE GOVERNANCE HIGHLIGHTS The Corporate Governance Committee and the Board are committed to managing the Company with integrity and strong corporate governance to generate long-term value for all of our stakeholders. In line with this commitment, our Corporate Governance Guidelines, Restated Certificate of Incorporation, as amended, and Bylaws are regularly reviewed and updated to incorporate robust governance practices and regulatory updates, including the following practices:

  29. OUR 2025 HIGHLIGHTS

    | Accountability to Shareholders | Robust Board Independence | Comprehensive Board Policies and Practices | Alignment of Interests with Long-term Shareholders | | • One class of common stock; one vote per share • Annual director elections, with majority standard for uncontested elections • Director resignation policy • Proxy access (3% / 3 years) • No shareholder rights (“poison pill”) plan • Shareholder right to act by written consent and to amend Bylaws by a majority vote • Shareholders representing 25% of voting power may call special meeting | • Lead Independent Director; Non-Executive Chair, effective October 1, 2026 • All directors are independent, other than Executive Chair and CEO • Non-management directors must meet at regularly scheduled Board meetings without management | • Committed to balanced Board refreshment with mixture of short-, medium- and long-tenured directors. • Director overboarding policy that prevents directors from serving on more than four other public company boards (or one other public company board for the CEO) • Mandatory director retirement at age 75 • Annual Board and committee self-assessments • Full Board and Committee oversight of sustainability strategies | • Anti-hedging and anti-pledging policy for directors, officers and employees • Robust stock ownership guidelines for directors and executive officers |

  30. OUR 2025 HIGHLIGHTS

    | | 2026 PROXY STATEMENT vii |

  31. OUR 2025 HIGHLIGHTS

    SHAREHOLDER ENGAGEMENT EFFORTS In 2025, approximately 79% of votes cast were cast in support of our Say on Pay proposal. In light of the result of our 2025 Say on Pay vote, which differed significantly from our prior history, and in order to ascertain the reasons for the decline, we intentionally refocused our 2025 shareholder engagements more directly on our executive compensation program and disclosures than in prior years. We specifically solicited input on our executive compensation program as part of our engagement agenda, welcoming dialogue from those who both supported and did not support our Say on Pay proposal last year. Ms. Ayers, our then Lead Independent Director, and Mr. Garrison, our Compensation and Talent Development Committee Chair, played a central role in these discussions. For more information about our shareholder engagement, see “Compensation Discussion & Analysis—Shareholder Engagement & Say on Pay Advisory Vote Outcome” on page 31. Overall, shareholders expressed their understanding of and support for our compensation program and structure and its alignment with the tenets of our compensation philosophy. For investors that voted against “Say on Pay” last year, we tried to understand why they voted that way and confirm their expectations in order to potentially regain their support. Most of the shareholders who participated in these discussions supported the structure of our compensation programs overall, but a relatively small portion of shareholders mentioned a disconnect between 1-year TSR in 2024 and the Company’s total payout under the 2024 Management Incentive Compensation Plan (“MICP”), our annual bonus program.

  32. OUR 2025 HIGHLIGHTS

    | Highlights | | | | Offered engagement with shareholders representing ~68% of outstanding shares | Shareholders representing greater than 50% of outstanding shares either accepted the Company’s invitation to have a formal discussion or replied indicating they were satisfied with recent engagement and an additional meeting was not required | Met with top 3 shareholders who voted against the 2025 Say on Pay to solicit their feedback and input on our executive compensation program |

  33. OUR 2025 HIGHLIGHTS

    In addition to our executive compensation program, we also discussed Board, CEO and management succession planning, the Board’s transitional leadership structure, Board composition and skill set, human capital management, risk management and sustainability strategy among other topics. We maintain an active and open dialogue with our shareholders and communicate key feedback and questions to the Board and relevant committees, which informs their discussions and decisions. The Board and Company are proud of the Company’s track record of being responsive to shareholder feedback as outlined in the table below:

  34. OUR 2025 HIGHLIGHTS

    | Shareholder Feedback | Highlights of Board and Company Actions Over the Past Six Years | | CORPORATE GOVERNANCE | | | Increase accountability and responsiveness to shareholders Eliminate supermajority vote requirements | Amended governance documents to: • Adopt majority vote standard for uncontested director elections, including a director resignation policy • Eliminate supermajority voting requirements • Permit shareholder action by written consent • Proactively lower the minimum threshold for shareholders to call a special meeting from 35% to 25% • Adopt annual elections for all directors | | Evaluate regular Board refreshment and appropriate composition, skills and expertise | • 7 of the independent director nominees were first appointed in the last five years • Recently added board members bring perspectives critical to the Company’s business and industry in areas such as finance and risk management, operations and supply chain, sales and marketing, analytics and digitization, technology and innovation, transformation experience and capital allocation | | EXECUTIVE COMPENSATION | | | Reinforce execution of Global Cost Reduction Program in executive compensation program Increase focus on absolute amount of Free Cash Flow and balance sheet health Increase emphasis on TSR in executive compensation program | • Added a transformation modifier to the 2023 MICP, based upon achievement against goals under our Global Cost Reduction Program, which was replaced by the adjusted gross margin modifier for the 2024 and 2025 MICP • Adopted a Free Cash Flow metric (calculated as operating cash flow less capital and software expenditures) in place of the historical cash flow multiple of net earnings metric • The Company added an additional condition for its 2025 and 2026 MICP programs requiring that the Company's TSR be at or above the median of the applicable peer group for executive officers to receive any additional payouts under the 2025 and 2026 MICP's respective modifier |

  35. OUR 2025 HIGHLIGHTS

    | viii 2026 PROXY STATEMENT | |

  36. OUR 2025 HIGHLIGHTS

    | Shareholder Feedback | Highlights of Board and Company Actions Over the Past Six Years | | SUSTAINABILITY | | | Incorporate sustainability strategy within the business model | • Refined sustainability goals to reflect current business portfolio and to align with the business strategy of a more focused company |

  37. OUR 2025 HIGHLIGHTS

    Board Nominees The following table provides summary information about each of the Company’s director nominees (please see “Item 1—Election of Directors” for more information).

  38. OUR 2025 HIGHLIGHTS

    | | | | Committee Memberships | | | | | | Name | Age | Director Since | Executive | Audit | Corporate Governance | Finance & Pension | Comp. & Talent Dev. | | Donald Allan, Jr. Executive Chair, Stanley Black & Decker, Inc. | 61 | 2022 | | | | | | | Christopher J. Nelson President and Chief Executive Officer, Stanley Black & Decker, Inc. | 56 | 2025 | ■ | | | | | | Susan K. Carter Retired Senior Vice President and Chief Financial Officer, Ingersoll Rand plc (now Trane Technologies plc) | 67 | 2023 | ■ | ■ | | | | | Debra A. Crew Lead Independent Director of Stanley Black & Decker, Inc; Former Chief Executive, Diageo plc | 55 | 2013 | ■ | | | ■ | ■ | | John L. Garrison, Jr. Former Chairman, President and Chief Executive Officer, Terex Corporation | 65 | 2024 | ■ | | ■ | | | | Michael D. Hankin Co-President and Co-Chief Executive Officer, Brown Advisory Incorporated | 68 | 2016 | | ■ | | ■ | | | Mary A. Laschinger Retired Chief Executive Officer and Chair of the Board, Veritiv Corporation | 65 | 2025 | | | | ■ | ■ | | Robert J. Manning Retired Chairman and Chief Executive Officer, MFS Investment Management | 62 | 2022 | ■ | | | | ■ | | Adrian V. Mitchell Chief Financial Officer, Warby Parker Inc. | 52 | 2022 | | ■ | | ■ | | | Shane M. O’Kelly President and Chief Executive Officer, Advance Auto Parts, Inc. | 57 | 2026 | | | ■ | | ■ | | Jane M. Palmieri Former President, Industrial Intermediates & Infrastructure, Dow Inc. | 56 | 2021 | ■ | | ■ | | |

  39. OUR 2025 HIGHLIGHTS

    Committee composition and Committee Chair designations are as of the date of this Proxy Statement. Committee Chairs are indicated by a “C” and highlighted in yellow. As of the date of this Proxy Statement, Ms. Ayers serves on the Corporate Governance Committee and the Compensation and Talent Development Committee (“Compensation Committee”) but will not be standing for re-election at the Annual Meeting. All current directors, other than Mr. Allan and Mr. Nelson, are independent. Effective upon the retirement of Mr. Allan on October 1, 2026, the Board elected Ms. Crew to serve as independent Chair of the Board.

  40. OUR 2025 HIGHLIGHTS

    | | 2026 PROXY STATEMENT ix |

  41. OUR 2025 HIGHLIGHTS

    Executive Compensation Advisory Vote The Board recommends shareholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (“NEOs”) for the reasons discussed in this Proxy Statement, including our commitment to our pay for performance philosophy:

  42. OUR 2025 HIGHLIGHTS

    | | Our executive compensation philosophy is to provide performance-based and competitive compensation that rewards executives for actions that create long-term shareholder value and allows us to attract, motivate and retain high-caliber executives. |

  43. OUR 2025 HIGHLIGHTS

    | | Our pay for performance alignment is strong. A majority of annual and long-term compensation is performance-based, being directly linked to both absolute and relative Company performance against preset goals. |

  44. OUR 2025 HIGHLIGHTS

    | | Our 2025 compensation program reflects this philosophy, as performance results under the Company’s 2025 MICP were below target resulting in bonus payouts ranging from 66.8% to 72.3% of target for named executive officers and our performance results under the 2023–2025 Long-Term Incentive Plan Performance Share Units (“LTIP PSUs”) resulted in a 19.2% payout as a result of below threshold performance for all metrics in 2023, 2024 and 2025 other than CFROI performance for 2023, which was above target. The Compensation Committee applied no discretion in determining performance and payouts under the 2025 MICP for our named executive officers. |

  45. OUR 2025 HIGHLIGHTS

    | | We have consistently received strong shareholder support for our named executive officer compensation with a three-year average from 2022 to 2024, inclusive, of approximately 90.9% of Say on Pay votes cast in support of our executive compensation and approximately 79% of votes cast in support in 2025. For more information about our shareholder engagement following our 2025 Say on Pay vote, please see “Proxy Summary—Shareholder Engagement Efforts” on page viii and “Compensation Discussion & Analysis—Shareholder Engagement & Say on Pay Advisory Vote Outcome” on page 31. |

  46. OUR 2025 HIGHLIGHTS

    | | Our compensation programs follow best practices: |

  47. OUR 2025 HIGHLIGHTS

    | What We Do | What We Don’t Do | | ✔ Double trigger vesting provisions requiring a change in control and qualifying termination of employment | ✘ No tax gross-ups in severance arrangements and change in control agreements | | ✔ Recoupment (“clawback”) policies covering equity and cash compensation, both time- and performance-based, of all Section 16 Officers, including in compliance with Rule 10D-1 and related NYSE listing standards | ✘ Perquisites and other personal benefits are not a material part of compensation program | | ✔ Robust stock ownership guidelines for directors and executive officers | ✘ No tax gross-ups on perquisites (other than relocation benefits) | | ✔ Retain independent compensation consultant | ✘ No repricing or cash buyouts of options without shareholder approval | | ✔ Majority of compensation is at risk and tied to Company performance | ✘ No dividends paid out on unvested stock awards | | ✔ Awards granted under the Amended and Restated 2024 Omnibus Award Plan generally require a one-year minimum vesting period | ✘ No evergreen features in 2024 Omnibus Award Plan or the Amended & Restated 2024 Omnibus Award Plan | | ✔ Cap annual cash incentive awards at 200% | ✘ No hedging or pledging of Company stock |

  48. OUR 2025 HIGHLIGHTS

    Please see “Item 2—Advisory Vote to Approve Compensation of Named Executive Officers” for more information. Stanley Black & Decker Amended and Restated 2024 Omnibus Award Plan The Board has approved, and recommends the Company’s shareholders approve, an Amended and Restated 2024 Omnibus Award Plan (the “A&R 2024 Plan”) to replace the Company’s existing 2024 Omnibus Award Plan (the “2024 Plan”) in order for the Company to continue attracting, incentivizing and retaining top talent and to continue to offer market competitive compensation opportunities. Please see “Item 3—Approval of Amended and Restated 2024 Omnibus Award Plan” for more information, including a summary of the material terms of the A&R 2024 Plan.

  49. OUR 2025 HIGHLIGHTS

    | x 2026 PROXY STATEMENT | |

  50. OUR 2025 HIGHLIGHTS

    Auditors The Board recommends that the shareholders approve the Audit Committee’s selection of Ernst & Young as our registered independent public accounting firm for fiscal year 2026. Please see “Item 4—Approval of Registered Independent Public Accounting Firm” for more information, including the amount of fees for services provided by Ernst & Young in 2024 and 2025. Shareholder Proposal Requesting an Independent Board Chairman The Board recommends shareholders vote against the proposal requesting an independent board chairman. Please see “Item 5—Shareholder Proposal Requesting an Independent Board Chairman” for more information.

  51. OUR 2025 HIGHLIGHTS

    | | 2026 PROXY STATEMENT xi |

  52. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board, based on the recommendation of the Corporate Governance Committee, has nominated the eleven nominees set forth below to the Board of Directors, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified. Andrea J. Ayers will be completing her tenure as a member of the Board effective as of the Annual Meeting, at which time the size of the Board will be reduced to eleven directors. Ms. Ayers and each of the nominees is currently a director of the Company and was most recently elected at the 2025 Annual Meeting to hold office until the 2026 Annual Meeting or until his or her successor has been elected and qualified, except for Christopher J. Nelson, Mary A. Laschinger and Shane M. O’Kelly. Mr. Nelson assumed the role of President and Chief Executive Officer and was appointed to the Company’s Board, effective October 1, 2025. Ms. Laschinger and Mr. O’ Kelly were elected as directors by the Board effective November 1, 2025 and January 23, 2026, respectively. Both Ms. Laschinger and Mr. O’ Kelly were recommended to the Corporate Governance Committee by an independent third-party search firm. The primary functions served by the search firm included identifying potential candidates who meet the key attributes, experiences and skills described under “Board of Directors—Qualifications of Directors and Nominees,” as well as compiling information regarding each candidate’s attributes, experience, skills and independence and conveying the information to the Corporate Governance Committee. Each nominee has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board until the 2027 Annual Meeting if elected. The Board expects that the eleven nominees will be available to serve as directors. However, if, for any reason, any nominee becomes unwilling or unable to serve as a director at the time of the Annual Meeting, the proxies may be voted, at the discretion of those named as proxies, for a substitute nominee or the Board may reduce its size.

  53. ELECTION OF DIRECTORS

    | Board of Directors Recommendation The Board recommends that you vote FOR each director nominee |

  54. ELECTION OF DIRECTORS

    Information Concerning Nominees for Election as Directors

  55. ELECTION OF DIRECTORS

    | Director Since 2022 (Executive Chair since October 2025) Age 61 Independent No Committees Served Executive Other Public Company Directorships Current • Logitech International S.A. (2024 to present) Past (Last 5 Years) • None | DONALD ALLAN, JR. Executive Chair of the Company Business Experience Stanley Black & Decker • Executive Chair (October 2025 to present) • President & Chief Executive Officer (July 2022 to October 2025) • President & Chief Financial Officer (February 2021 to July 2022) • Executive Vice President & Chief Financial Officer (2016 to February 2021) • Senior Vice President & Chief Financial Officer (2010 to 2016) • Vice President & Chief Financial Officer (2009 to 2010) • Vice President & Corporate Controller (2002 to 2009) • Corporate Controller (2000 to 2002) • Assistant Controller (1999 to 2000) Loctite Corporation • Mr. Allan held financial management positions of increasing responsibility Ernst & Young • Mr. Allan held financial management positions of increasing responsibility Expertise | | | | | Public Company CEO Experience | Finance/Accounting/ Capital Allocation | Manufacturing/ Logistics/Supply Chain/ Global Operations | | | Risk Management | Strategic Transformation | | | | As Executive Chair of the Company, Mr. Allan provides the Board with essential experience and expertise gained from his service in several executive roles over his 20+ year tenure at the Company, including intimate knowledge of the daily workings of the business and its simplification strategy. | | |

  56. ELECTION OF DIRECTORS

    | | 2026 PROXY STATEMENT 1 |

  57. ELECTION OF DIRECTORS

    | Director Since October 2025 Age 56 Independent No Committees Served • Executive Other Public Company Directorships Current • None Past (Last 5 Years) • None | Christopher J. Nelson President and Chief Executive Officer Business Experience Stanley Black & Decker • President and Chief Executive Officer (October 2025 to present) • Chief Operating Officer, Executive Vice President and President, Tools & Outdoor (June 2023 to October 2025) Carrier Global Corporation, an intelligent climate and energy solutions company • President, HVAC (2020 to 2023) • President, Commercial HVAC (2018 to 2020) • President, North America HVAC (2012 to 2018) United States Army • Officer (1992 to 1996) Expertise | | | | | Public Company CEO Experience | Manufacturing/ Logistics/Supply Chain/ Global Operations | Sales/Marketing/Brand Management | | | Product Development | Digital | Innovation/Technology | | | Mr. Nelson is an experienced global leader and his leadership in the Company’s streamlining and optimization efforts around its core business and strong portfolio of global brands provides the Board with essential expertise. | | |

  58. ELECTION OF DIRECTORS

    | 2 2026 PROXY STATEMENT | |

  59. ELECTION OF DIRECTORS

    | Director Since 2023 Age 67 Independent Yes Committees Served • Audit • Corporate Governance (Chair) • Executive Other Public Company Directorships Current • Amcor plc (2021 to present; Chair of Audit Committee) • ON Semiconductor Corporation (2020 to present; Chair of Audit Committee) Past (Last 5 Years) • Air Products and Chemicals, Inc. (2011 to 2021) | SUSAN K. CARTER Retired Senior Vice President and Chief Financial Officer of Ingersoll Rand plc (now Trane Technologies plc) Business Experience Ingersoll Rand plc (now Trane Technologies plc), a diversified, global industrial manufacturer of sustainable and efficient climate solutions for buildings, homes and transportation • Senior Vice President & Chief Financial Officer (2013 to 2020) KBR, Inc. • Executive Vice President & Chief Financial Officer (2009 to 2013) Lennox International Inc. • Executive Vice President & Chief Financial Officer (2004 to 2009) Cummins Inc. • Vice President & Chief Accounting Officer (2002 to 2004) Expertise | | | | | Finance/Accounting/ Capital Allocation | Manufacturing/Logistics/ Supply Chain/ Global Operations | Risk Management | | | Cybersecurity | Sustainability and Climate-Related Risk | | | | Ms. Carter brings more than 30 years of financial and leadership experience to the Board. Ms. Carter has helped multiple public companies, including Ingersoll Rand plc (now Trane Technologies plc), deliver long-term shareholder value by driving execution and optimizing business and financial performance. Ms. Carter’s extensive experience in financial reporting, information technology, accounting, capital management and global operations significantly enhances our Board’s oversight of these matters. | | |

  60. ELECTION OF DIRECTORS

    | | 2026 PROXY STATEMENT 3 |

  61. ELECTION OF DIRECTORS

    | Director Since 2013 (Lead Independent Director since January 2026) Age 55 Independent Yes Committees Served • Compensation and Talent Development • Executive • Finance and Pension Other Public Company Directorships Current • None Past (Last 5 Years) • Diageo plc (2023 to July 2025) • Mondelēz International, Inc. (2018 to 2021) • Newell Brands Inc. (2018 to 2020) • Diageo plc (2019 to 2020) | DEBRA A. CREW Former Chief Executive of Diageo plc Business Experience Diageo plc, a global alcoholic beverage company • Chief Executive (June 2023 to July 2025) • Interim Chief Executive (June 2023) • Chief Operating Officer (October 2022 to June 2023) • President, North America & Global Supply (July 2020 to September 2022) Reynolds American, Inc. • President & Chief Executive Officer (January 2017 to December 2017) R.J. Reynolds Tobacco Co. • President & Chief Operating Officer (October 2015 to December 2016) • President & Chief Commercial Officer (October 2014 to October 2015) PepsiCo, Inc. • Ms. Crew held roles of increasing responsibility including, President, North America Nutrition; President, PepsiCo Americas Beverages; and President, Western Europe Kraft Foods, Nestlé S.A. and Mars, Inc. • Ms. Crew held roles of increasing responsibility (1997 to 2010) United States Army • Captain (1993 to 1997) Expertise | | | | | Public Company CEO Experience | Legal/Regulatory/ Government Affairs | Sales/Marketing/ Brand Management | | | Product Development | Innovation/ Technology | | | | Ms. Crew brings a breadth of marketing, operations and strategy experience to the Board, underscored by her executive roles at Diageo plc, Reynolds American, Inc. and PepsiCo, Inc. Ms. Crew’s global perspective and exposure to world class innovation planning processes, combined with proven commercial excellence at leading consumer products companies, provides the Board with critical insights. | | |

  62. ELECTION OF DIRECTORS

    | 4 2026 PROXY STATEMENT | |

  63. ELECTION OF DIRECTORS

    | Director Since 2024 Age 65 Independent Yes Committees Served • Compensation and Talent Development (Chair) • Corporate Governance • Executive Other Public Company Directorships Current • Flowserve Corp. (2018 to present; Non-Executive Chairman) Past (Last 5 Years) • Terex Corporation (2018 to 2024) | JOHN L. GARRISON, JR. Former Chairman, President and Chief Executive Officer of Terex Corporation Business Experience Terex Corporation, a global manufacturer of materials processing machinery and aerial work platforms • President and Chief Executive Officer (November 2015 to January 2024) Bell Helicopter, a Textron, Inc. company • President and Chief Executive Officer (2009 to 2015) United States Army • Airborne Ranger qualified Artillery Officer (1982 to 1992) Expertise | | | | | Public Company CEO Experience | Legal/Regulatory/ Government Affairs | Manufacturing/Logistics/ Supply Chain/ Global Operations | | | Product Development | Strategic Transformation | | | | Mr. Garrison’s track record of developing and implementing financial and human capital strategies and transforming processes to drive business outcomes and operational excellence makes him a valuable resource to the Board as the Company intensifies its focus on accelerating organic growth with margin expansion to drive long-term shareholder returns. | | |

  64. ELECTION OF DIRECTORS

    | | 2026 PROXY STATEMENT 5 |

  65. ELECTION OF DIRECTORS

    | Director Since 2016 Age 68 Independent Yes Committees Served • Audit • Finance and Pension Other Public Company Directorships Current • None Past (Last 5 Years) • None | MICHAEL D. HANKIN Co-President and Co-Chief Executive Officer of Brown Advisory Incorporated Business Experience Brown Advisory Incorporated, an investment management and strategic advisory firm • Co-President & Co-Chief Executive Officer (2025 to present) • President & Chief Executive Officer (1998 to 2025) Alex Brown Investment Advisory & Trust Company • Executive Vice President & Chief Operating Officer (1993 to 1998) Piper & Marbury (now DLA Piper) • Partner, business and tax law Expertise | | | | | Current Executive | Finance/Accounting/ Capital Allocation | Legal/Regulatory/ Government Affairs | | | Risk Management | Cybersecurity | Sustainability and Climate-Related Risk | | | Mr. Hankin’s experience building and running a complex global financial company, evidenced by successfully growing Brown Advisory Incorporated from approximately $1.5 billion assets under management to over $170 billion during his tenure, gives the Board a unique perspective on finance, capital allocation, global operations and corporate strategy. His familiarity with financial and investment planning and analysis, his understanding of capital structure and valuation issues and his experience with cybersecurity make him a valuable resource for the Board and management. | | |

  66. ELECTION OF DIRECTORS

    | 6 2026 PROXY STATEMENT | |

  67. ELECTION OF DIRECTORS

    | Director Since October 2025 Age 65 Independent Yes Committees Served • Compensation and Talent Development • Finance and Pension Other Public Company Directorships Current • ITT Inc. (May 2025 to present) Past (Last 5 Years) • Kellanova, formerly Kellogg Company (2012 to 2025) • Dollar Tree Inc (2022 to 2025) • Newmont Corporation (2021 to 2024) • Veritiv Corporation (2014 to 2020) | MARY A. LASCHINGER Retired Chief Executive Officer and Chair of the Board of Veritiv Corporation Business Experience Veritiv Corporation, a business-to-business provider of packaging, publishing, and hygiene products • Chief Executive Officer and Chair (2014 to 2020) International Paper • Senior Vice President (2007 to 2014) • President of xpedx distribution business (2010 to 2014) • Ms. Laschinger also held roles of increasing responsibility across sales, marketing, manufacturing, and supply chain (1992 to 2007) Expertise | | | | | Public Company CEO Experience | Manufacturing/ Logistics/Supply Chain/Global Operations | Sales/Marketing/ Brand Management | | | Risk Management | Product Development | Innovation/Technology | | | Ms. Laschinger brings extensive global expertise in complex manufacturing operations and product management, coupled with a proven record of driving sustainable business growth and operational excellence. This experience brings a valuable perspective to the Board as it oversees the Company’s progress towards meeting its long-term goals, including advancing its growth strategy, extending industry leadership and delivering sustained value creation for shareholders. | | |

  68. ELECTION OF DIRECTORS

    | | 2026 PROXY STATEMENT 7 |

  69. ELECTION OF DIRECTORS

    | Director Since 2022 Age 62 Independent Yes Committees Served • Audit (Chair) • Compensation and Talent Development • Executive Other Public Company Directorships Current • None Past (Last 5 Years) • None | ROBERT J. MANNING Retired Chairman and Chief Executive Officer of MFS Investment Management Business Experience MFS Investment Management, a global investment manager (“MFS”) • Chairman (2010 to 2022) — Non-Executive Chairman (2021 to 2022) — Executive Chairman (2017 to 2021) • Chief Executive Officer and Chief Investment Officer (2004 to 2017) — Co-Chief Executive Officer (2015 to 2017) • Mr. Manning joined MFS in 1984 as a Fixed Income Research Analyst and held several positions with increasing responsibility within the firm’s Investment division, including Fixed Income Portfolio Manager, Fixed Income Strategist and Director of Fixed Income Research Expertise | | | | | Finance/Accounting/ Capital Allocation | Risk Management | Cybersecurity | | | Sustainability and Climate-Related Risk | Product Development | | | | Mr. Manning’s more than three decades of financial services, investment stewardship and leadership experience enables him to provide vital insights to the Board and management related to risk management, capital allocation, financial planning and sustainability. The wealth of experience Mr. Manning has gained throughout his financial career provides the Board with a more thorough understanding of investors’ perspectives and how to incorporate those perspectives into their oversight of the Company’s long-term strategic plan. | | |

  70. ELECTION OF DIRECTORS

    | 8 2026 PROXY STATEMENT | |

  71. ELECTION OF DIRECTORS

    | Director Since 2022 Age 52 Independent Yes Committees Served • Audit • Finance and Pension Other Public Company Directorships Current • None Past (Last 5 Years) • None | ADRIAN V. MITCHELL Chief Financial Officer of Warby Parker Inc. Business Experience Warby Parker Inc., an eyewear products brand and retail company • Chief Financial Officer (February 2026 to present) Macy’s, Inc., an omni-channel fashion retailer • Former Chief Operating Officer and Chief Financial Officer (March 2023 to June 2025) • Executive Vice President and Chief Financial Officer (November 2020 to March 2023) Digital BCG and Consumer Practices of Boston Consulting Group, a global consulting firm • Managing Director and Partner (July 2017 to October 2020) Arhaus LLC • Chief Executive Officer (2016 to 2017) Crate and Barrel • Chief Financial Officer (2010 to 2015) • Chief Operating Officer (2011 to 2015) • Interim Chief Executive Officer (2014 to 2015) Target Corporation • Mr. Mitchell held management positions at Target Corporation, including director of strategy and interactive design for target.com and director of innovation and productivity (2007 to 2010) McKinsey & Company • Mr. Mitchell spent approximately 10 years at McKinsey & Company where he co-founded the North American Lean Operations Retail Practice Expertise | | | | | Current Executive | Finance/Accounting/ Capital Allocation | Risk Management | | | Digital | Innovation/Technology | | | | Mr. Mitchell’s extensive background in corporate strategy and finance, coupled with his operations experience and expertise in technology, digital, data and advanced analytics make him a critical resource for the Board and management team. Having served in multiple leadership positions at consumer product companies, including Macy’s, Arhaus, and Crate and Barrel, Mr. Mitchell provides a unique industry-specific perspective to the Board. | | |

  72. ELECTION OF DIRECTORS

    | | 2026 PROXY STATEMENT 9 |

  73. ELECTION OF DIRECTORS

    | Director Since January 2026 Age 57 Independent Yes Committees Served • Compensation and Talent Development • Corporate Governance Other Public Company Directorships Current • Advance Auto Parts, Inc. Past (Last 5 years) • None | Shane M. O’Kelly President and Chief Executive Officer, Advance Auto Parts, Inc. Business Experience Advance Auto Parts, Inc., a leading automotive aftermarket parts provider in North America • President and Chief Executive Officer (2023 to present) HD Supply, Inc., a national distributor and provider of maintenance, repair and operations (“MRO”) products and a wholly owned subsidiary of The Home Depot, Inc., a leading home improvement retailer • Chief Executive Officer (2020 to 2023) Interline Brands, Inc. (now The Home Depot Pro), a leading national distributor and marketer of MRO products • Chief Executive Officer (2018 to 2020) PetroChoice Holdings, Inc. • Chief Executive Officer (2011 to 2018) United States Army • Infantry Officer (1990 to 1997) Expertise | | | | | Public Company CEO Experience | Manufacturing/Logistics/ Supply Chain/ Global Operations | Digital | | | Product Development | Strategic Transformation | | | | Mr. O’Kelly’s experience in driving organic growth alongside inorganic growth, with high proficiency in go-to-market sales and operations, especially in supply chain, logistics and distribution, make him a valuable resource to the Board and management team. Throughout his career, Mr. O’Kelly has cultivated an understanding of the channel and customer/retailer mindset and brings a deep knowledge of consumer products, consumer needs, and effective market strategies to the Board. | | |

  74. ELECTION OF DIRECTORS

    | 10 2026 PROXY STATEMENT | |

  75. ELECTION OF DIRECTORS

    | Director Since 2021 Age 56 Independent Yes Committees Served • Corporate Governance • Executive • Finance and Pension (Chair) Other Public Company Directorships Current • None Past (Last 5 Years) • None | JANE M. PALMIERI Former President, Industrial Intermediates & Infrastructure of Dow Inc. Business Experience Dow Inc., a materials science corporation • Former President, Industrial Intermediates & Infrastructure; Asia Pacific oversight (2017 to March 2025) • Business President, Dow Building & Construction (2013 to 2017) • Ms. Palmieri has also held a variety of business roles throughout her career, spanning marketing, sales, new business development and business operations in several Dow businesses, including Dow Automotive, Dow Specialty Chemicals, Dow Coating Solutions, and Dow Solar Expertise | | | | | Manufacturing/Logistics/ Supply Chain/ Global Operations | Sales/Marketing/ Brand Management | Sustainability and Climate-Related Risk | | | Product Development | | | | | Ms. Palmieri’s demonstrated record leading global industrial operating segments, in addition to her experience in sales, digital marketing innovation, mergers and acquisitions, and operations, helps the Board oversee the broad array of challenges the Company faces. Ms. Palmieri’s engineering background and expertise in product design, with a focus on sustainability and energy efficiency, makes her an important resource for the Board and management team. | | |

  76. ELECTION OF DIRECTORS

    | | 2026 PROXY STATEMENT 11 |

  77. ELECTION OF DIRECTORS

    Board of Directors Nomination Process. All candidates for Board membership are evaluated by the Corporate Governance Committee. In evaluating candidates, including existing Board members, the Corporate Governance Committee considers an individual candidate’s personal, educational and professional responsibilities and experiences, the composition of the Board, including diversity with respect to background and skills, and the challenges and needs of the Company so that the Board is comprised of members who are positioned to best serve the needs of the Company and its shareholders. In addition to recommendations from directors, management and shareholders, the Corporate Governance Committee may also consider recommendations from third-party search firms retained to assist in identifying qualified candidates. In general, and in giving due consideration to the composition of the Board at the time a candidate is being considered, the Corporate Governance Committee considers a potential nominee’s or director’s:

  78. ELECTION OF DIRECTORS

    | | integrity and demonstrated high ethical standards; |

  79. ELECTION OF DIRECTORS

    | | experience with business administration processes and principles and risk management; |

  80. ELECTION OF DIRECTORS

    | | ability to express opinions, raise difficult questions and make informed, independent judgments; |

  81. ELECTION OF DIRECTORS

    | | knowledge, experience and skills in one or more specialty areas (such as accounting or finance, legal, regulatory or governmental affairs, human capital management, sustainability and climate-related risks, product development, manufacturing, technology, digitization and cybersecurity, global operations, real estate or corporate strategy, among others); |

  82. ELECTION OF DIRECTORS

    | | ability to devote sufficient time to prepare for and attend all Board and committee meetings and perform all Board and committee responsibilities; |

  83. ELECTION OF DIRECTORS

    | | willingness and ability to work with other members of the Board in an open and constructive manner; |

  84. ELECTION OF DIRECTORS

    | | ability to communicate clearly and persuasively; and |

  85. ELECTION OF DIRECTORS

    | | diversity with respect to other characteristics, which may include background, personal, education and professional experience and skills. |

  86. ELECTION OF DIRECTORS

    Shareholder Recommendations and Nominations of Candidates. Shareholders who wish to recommend individuals to be considered by the Corporate Governance Committee may do so by writing to us at: Stanley Black & Decker, Inc., Attention: Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053. All shareholder recommendations for director candidates are evaluated in the same manner as other director candidates. Shareholders wishing to nominate a director should follow the specific procedures and requirements set forth in the Company’s Bylaws (which incorporate the requirements of Rule 14a-19 of the Exchange Act), as discussed below. Proxy Access. The Company’s Bylaws permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of the outstanding common stock of the Company continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the shareholder(s) and the nominee(s) satisfy the procedures and requirements specified in the Company’s Bylaws. Qualifications of Directors and Nominees. The Board is committed to maintaining a varied and well-rounded membership, complete with qualifications, skills and experience that support not only the Company’s business needs, but that also provide independent and objective oversight of the Company’s strategy and business model. Over the years, the Board has developed a deep and varied skill set, with a membership that we believe reflects a comprehensive spectrum of both professional and personal experiences. The Board continues to focus its efforts on identifying candidates that add to, or otherwise complement, the skills and qualifications of its existing members. In addition, the Corporate Governance Committee will take reasonable steps to include diverse candidates with respect to background and personal, educational and professional experience and skills in the context of the needs of the Board in the pool of potential candidates under consideration for future directorships, with the ultimate decision on all Board nominations being based on the contribution that the selected nominees will bring to the Board. The Board assesses its effectiveness in this regard as part of its annual board and director evaluation process.

  87. ELECTION OF DIRECTORS

    | 12 2026 PROXY STATEMENT | |

  88. ELECTION OF DIRECTORS

    The following chart sets forth the primary factors which the Board believes are important to the Company’s business and industry and which the Corporate Governance Committee relied on in connection with identifying and recommending nominees for the Annual Meeting to serve as directors. While marked qualifications, skills and experiences indicate strong expertise or experience in the applicable category or categories, it does not necessarily mean the director is an “expert” in that area, and the absence of a mark does not mean that a particular director does not possess that qualification, skill or experience.

  89. ELECTION OF DIRECTORS

    | Skills and Experience | Donald Allan, Jr. | Christopher J. Nelson | Susan K. Carter | Debra A. Crew | John L. Garrison | Michael D. Hankin | Mary A. Laschinger | Robert J. Manning | Adrian V. Mitchell | Shane M. O’Kelly | Jane M. Palmieri | | Senior Leadership Experience | | | | | | | | | | | | | Current Executive (Including Non-Public Company CEO Experience) Experience provides current insight into the best practices and challenges of leading a complex organization. | | | | | | ■ | | | ■ | | | | Public Company CEO Experience (Current and Former) Provides insight into effectively leading a complex organization like ours with transparency and integrity. | ■ | ■ | | ■ | ■ | | ■ | | | ■ | | | Business Operations Experience | | | | | | | | | | | | | Finance/Accounting/Capital Allocation Enables effective monitoring of the Company’s financial reporting and control environment; assessment of its financial performance; and supporting appropriate shareholder returns. | ■ | | ■ | | | ■ | | ■ | ■ | | | | Legal/Regulatory/Government Affairs Enhances understanding of the impact and risks of legal and regulatory matters and public policy issues. | | | | ■ | ■ | ■ | | | | | | | Manufacturing/Logistics/Supply Chain/Global Operations Enhances the Board’s ability to oversee cost-effective, technology-driven manufacturing and logistics processes and facilitates assessment of the Company’s complex, international operations. | ■ | ■ | ■ | | ■ | | ■ | | | ■ | ■ | | Sales/Marketing/Brand Management Provides insights into the sales and marketing process and increasing the perceived value of our brands in the marketplace. | | ■ | | ■ | | | ■ | | | | ■ | | Risk & Resilience Management Experience | | | | | | | | | | | | | Risk Management Important to the identification, oversight and mitigation of significant risks. | ■ | | ■ | | | ■ | ■ | ■ | ■ | | | | Cybersecurity Experience Provides insight to the Board as it oversees the Company’s cyber risk management program in an evolving environment. | | | ■ | | | ■ | | ■ | | | | | Sustainability and Climate-Related Risk Strengthens the Board’s oversight of environmental policies, initiatives and reporting. | | | ■ | | | ■ | | ■ | | | ■ | | Strategic Development Experience | | | | | | | | | | | | | Product Development Provides insight into ideation, research and development, and commercialization of products and services. | | ■ | | ■ | ■ | | ■ | ■ | | ■ | ■ | | Digital Empowers Board’s ability to understand and evaluate the Company’s efforts in areas such as eCommerce and data and analytics. | | ■ | | | | | | | ■ | ■ | |

  90. ELECTION OF DIRECTORS

    | | 2026 PROXY STATEMENT 13 |

  91. ELECTION OF DIRECTORS

    | Skills and Experience (continued) | Donald Allan, Jr. | Christopher J. Nelson | Susan K. Carter | Debra A. Crew | John L. Garrison | Michael D. Hankin | Mary A. Laschinger | Robert J. Manning | Adrian V. Mitchell | Shane M. O’Kelly | Jane M. Palmieri | | Innovation/Technology Enhances the Board’s ability to appraise our progress in executing the strategy of becoming known as one of the world’s leading innovators. | | ■ | | ■ | | | ■ | | ■ | | | | Strategic Transformation Informs the Board’s oversight of the Company’s supply chain improvements and streamlining and simplification initiatives. | ■ | | | | ■ | | | | | ■ | | | Tenure | 3 | <1 | 2 | 12 | 1 | 9 | <1 | 3 | 4 | <1 | 5 |

  92. ELECTION OF DIRECTORS

    Director Nominee Tenure and Age and Board Refreshment. The tenure of our director nominees ranges from less than a year to more than 10 years, and the Board believes maintaining varying lengths of service provides a balance between new ideas and longstanding Company knowledge and valuable insight. Our director nominees reflect a wide age range, providing a range of experience and expertise. See “Proxy Summary—Board Skills and Qualifications” on page vii for more information.

  93. ELECTION OF DIRECTORS

    | 14 2026 PROXY STATEMENT | |

  94. Key Activities in 2025

    | | reviewed non-employee director compensation and recommended the compensation changes described below under the heading “Director Compensation”; |

  95. Director Compensation Table

    Director Compensation Table The compensation paid to each of the Company’s non-employee directors during 2025 is set forth in the table below. Mr. O'Kelly is not included below as his appointment to the Board was not effective until January 23, 2026.

  96. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Andrea J. Ayers | 287,436 | 362,519 | — | 649,955 | | Susan K. Carter | 145,000 | 200,011 | 10,000 | 355,011 | | Debra A. Crew | 144,477 | 200,011 | 10,000 | 354,488 | | John L. Garrison, Jr. | 129,273 | 200,011 | — | 329,284 | | Michael D. Hankin | 140,000 | 200,011 | 10,000 | 350,011 | | Mary A. Laschinger | 20,408 | — | — | 20,408 | | Robert J. Manning | 150,000 | 200,011 | — | 350,011 | | Adrian V. Mitchell | 125,000 | 200,011 | — | 325,011 | | Jane M. Palmieri | 93,875 | 200,011 | — | 293,886 | | Mojdeh Poul | 40,278 | — | — | 40,278 |

  97. EXECUTIVE SUMMARY

    | Christopher J. Nelson (President and CEO) | Donald Allan, Jr. (Executive Chair, Former President and CEO) | | • Salary: $1,300,000 • Target MICP Bonus: 160% of salary. Total 2025 target MICP Bonus was pro-rated as follows: (i)160% of salary for the portion of the year following the Transition Date and (ii)120% of salary for the portion of the year preceding the Transition Date • 2026 Target Annual Equity Award Value: $10,345,000 (50% LTIP PSUs, 25% RSUs, 25% stock options) • October 2025 Top-Up Equity Award: Aggregate grant date value of $1,686,250 (50% LTIP PSUs, 25% RSUs, 25% stock options), subject to the same terms as his 2025 annual equity award (see page 43). This top-up grant was intended to compensate Mr. Nelson for his service as President and CEO during the fourth quarter of 2025. The amount was determined by calculating the difference between 25% of Mr. Nelson’s 2026 target annual equity award and the grant date value of his annual 2025 grant, which was made when he served as Chief Operating Officer, Executive Vice President and President, Tools & Outdoor. | • Salary: $1,100,000 • Target MICP Bonus: 150% of salary. Total 2025 target MICP Bonus was prorated as follows: (i) 150% of salary for the portion of the year following the Transition Date and (ii) 160% of salary for the portion of the year preceding the Transition Date • 2026 Target Annual Equity Award Value: $6,000,000 (50% RSUs and 50% stock options) |

  98. EXECUTIVE SUMMARY

    | • | 2026 Target MICP Bonus: 110% of salary (increased from 100% of salary) |

  99. EXECUTIVE SUMMARY

    | • | 2026 Target Equity Award Value: $4,750,000 (increased by $1,100,000) |

  100. EXECUTIVE SUMMARY

    | • | Sign On Cash Bonus: $500,000 payable in March 2026, intended to compensate Mr. Lopez Diaz for the full value of the annual bonus he forfeited upon departure from his prior employer and which must be repaid if he voluntarily terminates his employment or the Company terminates his employment for violation of Company rules or misconduct within the first two years of his employment |

  101. EXECUTIVE SUMMARY

    | • | One-Time Make-Whole RSU Award: $4,500,000 of RSUs granted on December 19, 2025, intended to replace the full value of unvested equity forfeited upon departure |

  102. EXECUTIVE SUMMARY

    | • | 2025 Target MICP Bonus: 85% of salary (prorated for one month) |

  103. EXECUTIVE SUMMARY

    | • | 2026 Target MICP Bonus: 85% of salary |

  104. EXECUTIVE SUMMARY

    | • | 2026 Target Equity Award Value: $1,500,000 |

  105. EXECUTIVE SUMMARY

    | | | Compensation Philosophy Tenets | | | | | Compensation Practice | Rationale and Impact | Pay for Performance | Align with Shareholders | Competitive Pay | Balance Risk vs. Reward | | Emphasize Performance- Based Incentives | 87% of our current CEO and 75% on average of other NEOs’ target compensation is variable, directly tied to financial performance against pre-established goals (absolute and relative) or share price No guaranteed cash bonuses Performance above target results in above-target payouts, while under-performance results in below-target or zero payouts Align compensation outcomes with actual Company performance and reinforce accountability for delivering strategic objectives | ■ | ■ | ■ | ■ | | Focus on Long-Term Company Performance | LTIP PSUs comprise at least 50% of long-term incentive compensation for our CEO and other NEOs (other than our Executive Chair in 2026) No dividend equivalents paid out on RSUs unless the underlying award is earned and vested No dividend equivalents paid out on PSUs | ■ | ■ | ■ | ■ |

  106. Executive Compensation Program Overview

    Executive Compensation Program Overview Total direct compensation for our executives is delivered through three primary elements: base salary, annual cash incentives, and long-term equity incentive awards. While base salary provides a competitive fixed foundation, annual and long-term incentives comprise the largest portion of total target compensation, reflecting the Company’s emphasis on performance, accountability, and sustained results. Annual cash incentives are designed to reward execution against near-term financial and operational priorities, while long-term equity incentives tie compensation outcomes to performance against multi-year financial objectives, and promote retention and leadership continuity. Together, these elements are intended to align executive decision-making with both the Company’s immediate priorities and its long-term strategic goals, including value creation and long-term shareholder returns.

  107. 2025 Pay Mix for Our Named Executive Officers

    | | The MICP resulted in below target payouts ranging between 66.8% to 72.3% for 2025. |

  108. 2025 Pay Mix for Our Named Executive Officers

    | | The 2023–2025 LTIP PSUs delivered a 19.2% payout, and the Company anticipates a below target payout for the 2024–2026 LTIP PSU cycle. |

  109. 2025 Pay Mix for Our Named Executive Officers

    | | Nearly all of the outstanding stock options held by the NEOs were underwater as of fiscal year end 2025, reinforcing the principle that option value is only realized through sustained share price appreciation. The exercise prices of stock options outstanding as of fiscal year-end 2025 are set forth in the Outstanding Equity Awards at 2025 Fiscal Year-End table. |

  110. 2025 Pay Mix for Our Named Executive Officers

    These outcomes underscore the at-risk nature of both our annual and long-term incentive programs and reflect the rigor of the preset performance goals. The Compensation Committee remains committed to a compensation structure that differentiates results, aligns realized pay with actual performance and reinforces accountability for both short-term execution and long-term value creation. See pages 41-46 for further details regarding the performance results for the MICP and LTIP PSUs. Shareholder Engagement & Say on Pay Advisory Vote Outcome We are committed to regular, year-round, proactive engagement with our shareholders to better understand their perspectives about our Company and governance generally. In 2025, the Company invited shareholders representing approximately 68% of its shares outstanding to participate in discussions and continues to maintain an open dialogue with its shareholders. Shareholders representing greater than 50% of outstanding shares either accepted the Company’s invitation to have a formal discussion or replied indicating they were satisfied with recent engagement and that an additional meeting was not required. During the engagements, we discussed our executive compensation program, Board, CEO and management succession planning, the Board’s transitional leadership structure, Board composition and skill set, human capital management, risk management and sustainability strategy among other topics. We maintain an active and open dialogue with our shareholders and communicate key feedback and questions to the Board and relevant committees, which informs their discussions and decisions. In addition to reviewing corporate governance best practices and incorporating feedback received through our shareholder engagement, the Compensation Committee considers the results of the Say on Pay advisory vote, among other factors, in making

  111. 2025 Pay Mix for Our Named Executive Officers

    compensation decisions for the following year. The Board reviewed the result of our 2025 Say on Pay vote (approximately 79% approval of shareholder votes cast) as well as the results from prior years (averaging approximately 90.9% approval of shareholder votes cast from 2022 to 2024, inclusive). The strong rate of shareholder approval from our 2025 shareholder meeting nonetheless represents a disappointing decrease in support relative to recent years. In light of the result of our 2025 Say on Pay vote, and in order to ascertain the reasons for the decline, we intentionally refocused our 2025 shareholder engagements more directly on our executive compensation program and disclosures than in prior years. Throughout 2025, in furtherance of these efforts, the Compensation Committee also participated in a series of discussions and consultations with Pay Governance, its independent compensation advisor. Overall, shareholders expressed their understanding of and support for our compensation program and structure and its alignment with the tenets of our compensation philosophy. For investors that voted against “Say on Pay” last year, we sought to understand why they voted that way and what their expectations are of our compensation program to potentially regain their support. Most of the shareholders who participated in these discussions supported the structure of our compensation programs overall but a relatively small portion of them mentioned a disconnect between 1-year TSR in 2024 and the Company’s payout under the 2024 MICP. While our 2024 MICP did not include a specific TSR metric, the Company accounted for TSR performance through the relative TSR component of our 2022-2024 LTIP PSU program. Our below-threshold 2024 relative TSR performance significantly contributed to the $0 payout of 2022-2024 LTIP PSUs. Moreover, our TSR performance is also reflected in our executive compensation program through a lower realized value for executives’ vested RSUs and PSUs and the underwater status of most exercisable stock options. Finally, for executive officers, our 2025 and 2026 MICP plan designs stipulate that any payouts under such plan's respective modifier require that the Company’s TSR be at or above the median TSR of the applicable peer group, as described further below. 2025 & 2026 Compensation Program Design Changes As previously disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders, in consideration of shareholder feedback and to improve strategic alignment, the Compensation Committee adjusted the design of our 2025 incentive compensation for our named executive officers to better align with the successful delivery of our strategic business transformation as further described below.

  112. 2026 MICP

    2026 MICP For the 2026 MICP, the Company retained the same core metrics as the 2025 MICP but increased the weighing of Adjusted EPS from 30% to 40% and reduced the Free Cash Flow weighting from 40% to 30%. The weighting for Adjusted Gross Margin remained the same at 30%. The prior Adjusted Gross Margin modifier was also removed and replaced with an Organic Sales modifier that provides up to 20% incremental payout opportunity; provided, that Adjusted EPS performance is at or above target. These changes are intended to align incentive outcomes with balanced profitability, cash generation, and disciplined top-line growth. For all executive officers, an additional condition was added requiring that the Company's TSR for fiscal year 2026 be at or above the median of a new custom peer group in order for executive officers to receive any additional payouts as a result of the modifier. The Company evolved its peer group from the S&P 500 Capital Goods Index used in the 2025 MICP and the 2025-2027 LTIP PSU programs to a custom peer group comprised of other companies with considerable exposure to tools, outdoor and building product end markets. The Company believes this further aligns its compensation design with comparables leveraged by its investors when determining relative performance.

  113. 2025-2027 LTIP PSU

    2025-2027 LTIP PSU The 2025-2027 LTIP PSU program was designed to align closely with investor expectations and Company priorities. Relative Organic Sales Growth (previously weighted at 35%) was replaced with a new Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) metric, weighted at 45%, as the primary financial performance anchor. This reinforces the Company’s

  114. 2025-2027 LTIP PSU

    | 32 2026 PROXY STATEMENT | |

  115. 2025-2027 LTIP PSU

    long-term value creation strategy and commitments made at our 2024 Capital Markets Day. The structure incorporates an asymmetric performance range to account for heightened market uncertainty and sets a maximum aligned to the approximate dollar value of external EPS guidance. The threshold was lowered to reflect appropriate downside risk while maintaining line-of-sight and supporting market volatility. The Cash Flow Return on Investment (“CFROI”) metric, reduced from 40% to 30%, leverages a market-based valuation model and assumes moderate top-line growth consistent with external expectations. Like Adjusted EBITDA, CFROI also utilizes an asymmetric range to accommodate uncertainty and maintain consistency across LTI components. The maximum is set to a historic performance level, with a lowered threshold to balance risk and ensure alignment with the Adjusted EBITDA methodology. The relative TSR metric remained unchanged from the 2024-2026 LTIP PSU program with a 25% weighting.

  116. 2026–2028 LTIP PSU

    2026–2028 LTIP PSU The Compensation Committee approved a revised LTIP PSU design to strengthen pay-for-performance alignment and support defensible goal-setting in a volatile operating environment. Under the new design, performance will continue to be measured over a three-year performance period; however, performance goals for the core financial metrics will be established annually for each year of the cycle and averaged at the end of the performance period. LTIP PSUs earned, if any, will be paid after conclusion of the three-year performance period. The 2026-2028 LTIP PSU program will continue to emphasize rigorous financial performance. We will continue to use Adjusted EBITDA with an increased weighting of 70% and replace CFROI with Return on Invested Capital (“ROIC”), weighted 30%. The Company believes ROIC serves as a more transparent and widely understood measure to assess sustainable operational returns and aligns more closely with how investors assess the Company's performance. Relative TSR will continue to be measured over the three-year performance period and, rather than function as a core financial metric, will serve as a 20% multiplier or detractor to adjust payouts upward or downward based on the Company’s performance relative to the same peer group used in the 2026 MICP. This approach is intended to preserve the multi-year framework while allowing the Committee to set appropriately challenging goals that reflect evolving business conditions.

  117. Why You Should Vote FOR the 2026 Advisory Vote on the Approval of Named Executive Officer Compensation

    | ✔ | Our executive compensation program is designed to motivate and reward executives for taking actions that create sustainable shareholder value. | | | Executive compensation outcomes reflect actual short- and long-term performance, with recent payouts ranging from 66.8% to 72.3% of target under the 2025 MICP and a 19.2% payout under the 2023–2025 LTIP PSU cycle. | | | Our annual incentive compensation plan (the “MICP”), is 100% based on objective Company performance against pre-established financial goals. | | | 50% of long-term incentives for our CEO and other NEOs (other than our Executive Chair for 2026) are comprised of LTIP PSUs contingent on financial and relative TSR performance over a three-year performance period, and 25% are stock options which generate value only if our stock price has appreciated from the exercise price at the time of exercise, directly aligning executive outcomes with shareholder returns. | | | Robust policies minimize compensation risk and strengthen the alignment with shareholders. | | | Regular engagement with shareholders informs the Compensation Committee’s discussions and decisions concerning program design and our overall approach to executive compensation. |

  118. COMPENSATION DESIGN

    | | reviews and recommends adjustments to the total compensation strategy, peer group and pay levels for the Company’s named executive officers; |

  119. COMPENSATION DESIGN

    In addition to the services provided to the Compensation Committee, Pay Governance periodically provides information and advice to the Corporate Governance Committee regarding the compensation of the Company’s non-employee directors. Pay Governance provides no other services to the Company. Use of Peer Companies and Benchmarking To attract and retain high-caliber executive talent, the Compensation Committee considers information from our compensation peer group companies and published compensation surveys. The Compensation Committee positions total pay opportunities for executive roles with the intent they be competitive relative to comparable roles in the market. In doing so, the Compensation Committee takes into consideration a number of executive-specific factors, including the executive’s performance, experience, service in current position, responsibilities, retention risk and/or the criticality of the role to the Company. The Compensation Committee reviews and considers the compensation provided by our compensation peer group companies, published compensation surveys and the results of benchmarking studies. For 2025, the Compensation Committee found that the annual target compensation for our named executive officers was generally aligned with the median of the Compensation Peer Group (as defined below) and/or published compensation surveys. Our Compensation Committee, in consultation with Pay Governance, determines which companies should be included in our peer group for compensation benchmarking and design purposes (the “Compensation Peer Group”). A robust methodology is utilized to promote reasonable and balanced alignment with the Company’s portfolio of businesses and size, which includes considerations of industry relevance, revenue, talent competition, and market capitalization. In recent years, the market capitalizations of the Company and a number of our business and segment peer companies have been volatile due to the lingering impact of supply chain disruptions, tariffs, macroeconomic uncertainty and Company-specific factors. Despite this recent share price volatility, fundamentally, the Company remains a complex industrial manufacturer with a strong presence in construction-driven markets and requires exceptional leadership talent to drive performance in a highly competitive market. Over time, we expect our peer group will continue to evolve in line with our core businesses. The median 2025 revenue of the 2025 Compensation Peer Group was $17.0 billion, and the median market cap of the 2025 Compensation Peer Group as of the end of the Company’s fiscal year 2025 was $51.8 billion, as compared to the Company’s 2025 revenue of $15.1 billion and market cap at the end of its fiscal year 2025 of $11.8 billion.

  120. COMPENSATION DESIGN

    As the Compensation Committee determined that the 2024 Peer Group continued to reflect an appropriate comparison group reflecting our market for executive talent, there were no changes made to the Compensation Peer Group for 2025. The Compensation Committee will continue to annually review and consider adjustments to our Compensation Peer Group as appropriate. For example, in 2022, the Compensation Committee made several updates to its Peer Group in light of the various acquisitions and divestitures and its more focused portfolio.

  121. COMPENSATION DESIGN

    | 2025 Compensation Peer Group Companies | | | | | Carrier | Emerson Electric Company | Owens Corning | Rockwell Automation, Inc. | | Cummins, Inc. | Illinois Tool Works, Inc. | PACCAR, Inc. | The Sherwin-Williams Company | | Dover Corporation | Johnson Controls International plc | Parker Hannifin Corporation | Textron Inc. | | Eaton Corporation plc | Masco Corporation | PPG Industries | Whirlpool Corporation |

  122. COMPENSATION DESIGN

    The data derived from the Compensation Peer Group and published compensation surveys provides ranges of compensation that the Compensation Committee then considers in setting executive salary levels and incentive opportunities that are consistent with the Company’s overall objectives and priorities related to executive talent. The published survey benchmark data reviewed by the Compensation Committee are statistical summaries of the pay practices at these companies and are not representative of the compensation levels at any one organization. 2025 Compensation Elements The Compensation Committee believes that a significant portion of each executive officer’s compensation opportunity should be variable in order to ensure that market or above market realized compensation is delivered only when business results are strong and we have created value for our shareholders.

  123. COMPENSATION DESIGN

    | Key Compensation Elements | | | 2025 Metrics | | Key Features | | FIXED | ANNUAL CASH COMPENSATION | BASE SALARY Recognizes each executive’s role, scope, and responsibilities; provides a competitive fixed foundation to attract and retain talent | | | Individual salaries reflect individual performance, experience, length of service, responsibilities and criticality of the role | | AT RISK | | ANNUAL INCENTIVE COMPENSATION UNDER MICP Rewards achievement of annual financial performance goals that support creation of shareholder value | 2025 MICP Metrics: Free Cash Flow* (weighted at 40%) | | Target awards set as a percentage of base salary 100% of MICP compensation based on pre-established performance goals Metrics and weightings established by the Compensation Committee at the beginning of the performance period Payouts earned between 0% and 200% of target depending on performance against preset goals 0% payout for a particular MICP metric if threshold performance is not achieved Payouts for executives with responsibility for specific business units are based on both corporate and business unit performance | | | | | Adjusted EPS* (weighted at 30%) | | | | | | | Adjusted Gross Margin Rate* (weighted at 30%) Adjusted Gross Margin Rate* modifier Performance at or above maximum Adjusted Gross Margin Rate goal would result in additional 10% payout (but in no event will the total MICP payout exceed 200% of target) | | | | | | | Bonus opportunities for the leaders of our business units also reflect divisional adjusted operating profit*, trade working capital and adjusted gross margin rate* goals | | | | | | | The Company's TSR for fiscal year 2025 must be at or above the median of the S&P 500 Capital Goods Index in order for executive officers to receive any additional payouts as a result of the Adjusted Gross Margin* modifier | | | | | | | See page 39 for a discussion of these calculations | | | | | | | * Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement | | | | | LONG-TERM EQUITY INCENTIVES | LTIP PSUs Aligns executive rewards with sustained long-term performance and shareholder interests; supports retention of key leaders | 2025–2027 LTIP PSU Metrics: CFROI* (weighted at 30%) | | PSUs are earned based on performance against pre-established goals over a three-year performance period | | | | | Adjusted EBITDA* (weighted at 45%) | | | | | | | Relative TSR (weighted at 25%) | | | | | | | See page 43 for a discussion of these calculations | | | | | | | * Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement | | | | | | STOCK OPTIONS Rewards management only if there is share price appreciation | | | Annual stock option grants are typically made in the first quarter at or around the time of the February Board meeting annually Stock options have an exercise price equal to fair market value at the time of grant and expire 10 years from the grant date Stock options generally vest in three installments on each of the first three anniversaries of the grant date. | | | | RSUs Supports retention, promotes ownership, and aligns executives with long-term shareholder value | | | Annual RSU grants are typically made in the first quarter at or around the time of the February Board meeting RSUs generally vest in three installments on each of the first three anniversaries of the grant date. |

  124. COMPENSATION DESIGN

    | Compensation Element | Performance Alignment and Payouts | Page Reference | | Annual Incentive Compensation: MICP Awards | Performance results were below target, resulting in bonus payouts for the named executive officers that ranged from 66.8% to 72.3%, which includes performance results against corporate and/or division based goals as applicable. | 41–42 | | Long-Term Incentives: LTIP PSUs | Below threshold performance for all metrics for 2023, 2024 and 2025 other than CFROI for 2023 resulted in 19.2% payout for the 2023–2025 LTIP PSUs. | 45–46 |

  125. 2025 EXECUTIVE COMPENSATION PROGRAM

    Annual Incentive Compensation MICP Target Bonus Opportunities For 2025, the NEO target cash bonus opportunities were as follows:

  126. 2025 EXECUTIVE COMPENSATION PROGRAM

    | Officer | Target Bonus (% of 2025 Base Salary) | | Christopher J. Nelson(1) | 120% / 160% | | Donald Allan, Jr.(2) | 160% / 150% | | Patrick D. Hallinan(3) | 100% / 110% | | William D. Beck(4) | 75% / 90% | | Agustin Lopez Diaz(5) | 85% | | Deborah K. Wintner | 85% | | Tamer K. Abuaita | 100% | | Janet M. Link | 85% |

  127. 2025 EXECUTIVE COMPENSATION PROGRAM

    | (1) Mr. Nelson’s target bonus was increased from 120% to 160%, effective October 1, 2025, in connection with his promotion to President and Chief Executive Officer and prorated for the portion of the year in which he served in each role. |

  128. 2025 EXECUTIVE COMPENSATION PROGRAM

    | (2) Mr. Allan’s target bonus was increased from 155% to 160%, effective January 1, 2025, to align with market. His target bonus was subsequently decreased from 160% to 150% in connection with his appointment as Executive Chair, effective October 1, 2025, and prorated for the portion of the year in which he served in each role. |

  129. 2025 EXECUTIVE COMPENSATION PROGRAM

    | (3) Mr. Hallinan’s target bonus was increased from 100% to 110%, effective January 1, 2026, in connection with his assumption of increased responsibilities as a result of his appointment as Chief Administrative Officer in addition to his continued role as Executive Vice President, Chief Financial Officer. |

  130. 2025 EXECUTIVE COMPENSATION PROGRAM

    | (4) Mr. Beck’s target bonus was increased from 75% to 90%, effective October 1, 2025, in connection with his appointment as Senior Vice President & President, Tools & Outdoor. |

  131. 2025 EXECUTIVE COMPENSATION PROGRAM

    | (5) Mr. Lopez Diaz’s target bonus was prorated for 2025 since he joined the Company effective December 15, 2025. |

  132. 2025 EXECUTIVE COMPENSATION PROGRAM

    Incentive Measure Definitions for Annual Incentive Award Program Under our annual incentive performance award program, 2025 MICP awards are earned at the end of the performance year depending on the achievement of pre-established Free Cash Flow*, Adjusted EPS*, and Adjusted Gross Margin Rate* performance goals, subject to an Adjusted Gross Margin* modifier. At the beginning of each fiscal year, the Compensation Committee sets the performance goals in line with our operating plan expectations and the Company’s planning assumptions and/or guidance. Bonus opportunities for the leaders of our different business units also reflect divisional goals, which include adjusted division operating profit*, trade working capital and adjusted division gross margin rate*. Free Cash Flow* is defined as cash flow from operations less capital and software expenditures. Adjusted EPS* is defined as diluted GAAP EPS, excluding certain gains and charges. Adjusted Gross Profit* is defined as sales less cost of sales, adjusted for certain gains and charges, primarily supply chain transformation costs. Adjusted Gross Margin Rate* is defined as Adjusted Gross Profit* as a percentage of sales.

  133. 2025 EXECUTIVE COMPENSATION PROGRAM

    MICP Performance Goals and Results The table below sets forth the threshold, target and maximum performance levels for each corporate performance goal under the 2025 MICP, as well as the actual performance for 2025. Adjusted EPS* threshold performance results in a payout of 35% of target while threshold performance for Adjusted Gross Margin Rate* and Free Cash Flow* results in a payout of 50% of target. Maximum performance is 200% of target for all three metrics. The Adjusted Gross Margin* modifier may increase the final payout by 10% if the threshold is reached; provided that, in order for executive officers to receive any additional payouts, the Company’s TSR for fiscal year 2025 must be at or above the median of the S&P 500 Capital Goods Index.

  134. 2025 EXECUTIVE COMPENSATION PROGRAM

    In establishing the threshold, target and maximum performance levels described above, the Compensation Committee sought to align the 2025 goals with our 2025 operating plan expectations and to be generally consistent with our shareholder planning assumptions released in February 2025 while considering both the macroeconomic backdrop and tariff uncertainty. In light of the limited visibility into the timing and magnitude of potential tariff impacts, core target performance goals were established without incorporating tariff considerations. To account for anticipated volatility, the Compensation Committee provided for a broader range between the threshold and target goals across all core metrics. This structure was designed to offer a buffer in the face of external headwinds while maintaining a meaningful performance range that could continue to motivate participants without an expanding upside opportunity. Free Cash Flow*, Adjusted EPS*, and Adjusted Gross Margin Rate* target goals were set at levels higher than their respective 2024 MICP target goals. The Adjusted Gross Margin* modifier threshold goal was also set at a level that exceeded actual 2024 Adjusted Gross Margin Rate* performance and the 2024 maximum; however, actual performance for 2025 was below threshold. Although the 2025 threshold and target Free Cash Flow* goals were set lower than actual 2024 performance, the Compensation Committee determined the levels to be appropriately challenging taking into account the aforementioned considerations. The weighting for each of these measures, the potential bonus payouts and the amounts attained for 2025 performance are set forth in the table below. The amounts reported for Mr. Beck are based on the corporate goals set forth above and the results of the Tools & Outdoor business, weighted as indicated in the table below. For 2025, adjusted division operating profit* performance was below threshold, the divisional trade working capital performance was below target and the adjusted division gross margin rate* performance was below target. The specific divisional operating profit*, trade working capital, and gross margin rate* goals and results are not disclosed, as the disclosure of such information would result in competitive harm to the Company and would be of limited additional use to investors.

  135. 2025 EXECUTIVE COMPENSATION PROGRAM

    | | Weighting of Measures | | | | | | | Potential Bonus Payouts ($) | | | | | | | Corporate | | | Division | | | | | | | Weighted Avg. Payout Earned on All Measures (% of target) | Payout ($) | | | Adjusted EPS* | Free Cash Flow* | Adjusted Gross Margin Rate* | Adjusted Division Operating Profit* | Trade Working Capital | Adjusted Division Gross Margin Rate* | Adjusted Gross Margin* Modifier** | Threshold | Target | Maximum | | | | Christopher J. Nelson | 30% | 40% | 30% | N/A | N/A | N/A | +10% | 642,500 | 1,285,000 | 2,570,000 | 72.3% | 929,055 | | Donald Allan, Jr. | 30% | 40% | 30% | N/A | N/A | N/A | +10% | 1,016,250 | 2,032,500 | 4,065,000 | 72.3% | 1,469,498 | | Patrick D. Hallinan | 30% | 40% | 30% | N/A | N/A | N/A | +10% | 400,000 | 800,000 | 1,600,000 | 72.3% | 578,400 | | William D. Beck | 22.5% | 30% | 22.5% | 7.5% | 7.5% | 10% | +10% | 288,282 | 576,563 | 1,153,126 | 66.8% | 385,144 | | Agustin Lopez Diaz | 30% | 40% | 30% | N/A | N/A | N/A | +10% | 26,563 | 53,125 | 106,250 | 72.3% | 38,409 | | Deborah K. Wintner | 30% | 40% | 30% | N/A | N/A | N/A | +10% | 255,000 | 510,000 | 1,020,000 | 72.3% | 368,730 | | Tamer K. Abuaita** | 30% | 40% | 30% | N/A | N/A | N/A | +10% | 125,000 | 250,000 | 500,000 | 72.3% | 180,750 | | Janet M. Link | 30% | 40% | 30% | N/A | N/A | N/A | +10% | 314,500 | 629,000 | 1,258,000 | 0% | 0 |

  136. 2025 EXECUTIVE COMPENSATION PROGRAM

    | ** Potential Bonus Payouts for Mr. Abuaita reflect prorated amounts that he was eligible for under the Transition Agreement for his service as an officer through May 1, 2025. |

  137. 2025 EXECUTIVE COMPENSATION PROGRAM

    Long-Term Incentives Elements of LTI Program and How We Determine Target LTI Values The Compensation Committee establishes long-term incentive values for each NEO considering market data and internal peer comparisons. The allocation of the long-term incentive values for all NEOs is 50% LTIP PSUs, 25% stock options and 25% RSUs. The following table shows the 2025 grant date fair value of regular long-term incentive awards for our NEOs (including Mr. Nelson’s October 2025 top-up grant), excluding Mr. Lopez Diaz who did not receive an annual 2025 grant as he was hired after the February 21, 2025 grant date.

  138. 2025 EXECUTIVE COMPENSATION PROGRAM

    | | | LTIP PSUs (50% of Grant) | Stock Options (25% of Grant) | RSUs (25% of Grant) | Total Target Value | | | Christopher J. Nelson | $2,643,114 | $1,321,569 | $1,321,585 | $5,286,268 | | | Donald Allan, Jr. | $5,500,040 | $2,749,993 | $2,749,987 | $11,000,020 | | | Patrick D. Hallinan | $1,824,969 | $912,499 | $912,479 | $3,649,947 | | | William D. Beck | $799,957 | $399,996 | $399,988 | $1,599,941 | | | Deborah K. Wintner | $550,030 | $274,994 | $275,025 | $1,100,049 | | | Tamer K. Abuaita | $1,125,018 | $562,509 | $562,512 | $2,250,039 | | | Janet M. Link | $1,125,018 | $562,509 | $562,512 | $2,250,039 |

  139. 2025 EXECUTIVE COMPENSATION PROGRAM

    The number of shares granted under each award type identified in the above table are shown in the “Grants of Plan-Based Awards Table” on page 53. How We Establish Performance Goals for LTIP PSUs The following describes the process by which goals are established for our LTIP PSUs.

  140. 2025 EXECUTIVE COMPENSATION PROGRAM

    | Performance goals for each performance period are recommended by management based on the Company’s historical performance, strategic direction, and anticipated future operating environment, and are generally established during the first quarter of the year. For the 2025-2027 LTIP PSUs, the threshold, target and maximum CFROI and Adjusted EBITDA goals for each fiscal year in the performance period were all pre-established in 2025, the first year of the three-year performance period. |

  141. 2025 EXECUTIVE COMPENSATION PROGRAM

    | The Compensation Committee considers management’s recommended performance goals, the Company’s performance to date and strategic direction, and the nature of the Company’s future operating environment. Generally, the Compensation Committee seeks to establish goals such that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal based on reasonable assumptions and projections at the time of grant. The Compensation Committee may establish the target at a higher or lower level in appropriate circumstances. |

  142. 2025 EXECUTIVE COMPENSATION PROGRAM

    | At the end of the three-year performance period, performance is assessed and payouts are approved, with a weighted average payment made for the CFROI and Adjusted EBITDA goals based on performance achieved by the end of each fiscal year during the performance period plus an amount related to achievement of the three-year relative TSR goal. |

  143. 2025 EXECUTIVE COMPENSATION PROGRAM

    Incentive Measure Definitions for LTIP PSUs Our 2025–2027 LTIP PSUs are earned following the conclusion of a three-year performance period depending on the achievement of (i) CFROI performance goals for each fiscal year in the performance period, all of which are pre-established at the beginning of the three-year performance period, (ii) Adjusted EBITDA goals for each fiscal year in the performance period, all of which are pre-established at the beginning of the three-year performance period, and (iii) a three-year relative cumulative TSR goal. For the

  144. 2025 EXECUTIVE COMPENSATION PROGRAM

    2023–2025 and 2024–2026 LTIP PSU programs, the Adjusted EPS metric used in prior cycles was removed and replaced with a new Relative Organic Sales Growth versus Market goal, thereby eliminating the use of Adjusted EPS in our long-term incentive program and aligning with our long-term strategy to achieve 2 to 3 times market revenue growth. Beginning with the 2025–2027 LTIP PSU program, the Relative Organic Sales Growth versus Market metric (previously weighted at 35%) was replaced with a new Adjusted EBITDA metric and the weighting was increased to 45% to align with our key external investor and valuation focus areas. CFROI* is defined as cash from operations plus after-tax interest expense, divided by the two-point average (beginning and end of the year) of debt plus equity. CFROI has been adjusted, consistent with the terms of grant, to exclude the impact of certain gains and charges for comparability to originally established goals. Additionally, CFROI for 2024 and 2025 performance under the 2023-2025 LTIP performance cycle was further adjusted, consistent with the terms of grant, to add back pro-forma impacts related to a divested business for comparability to originally established goals. The 2024 and 2025 CFROI performance under the 2023-2025 LTIP performance cycle were below threshold on both a GAAP and non-GAAP basis. Including this measure helps align performance goals with the Company’s objectives by encouraging participants to give greater weight to the projected cash flow return in relation to the cost of capital when considering investments. Adjusted EBITDA* is defined as earnings before interest, taxes, depreciation and amortization (EBITDA), excluding certain gains and charges. The Company believes this metric provides a clearer picture of its operational profitability as it focuses on earnings generated from core business activities without the effects of ancillary financial and accounting decisions. Adjusted EBITDA allows for comparisons of the Company and its peers within similar industries on how efficiently the Company is generating profits from its operations. TSR is calculated as an annualized rate of return reflecting share price appreciation and dividends paid during the measurement period with starting and ending prices measured as 20-day averages to account for daily trading volatility. In the event the Company’s TSR is negative for the three-year measurement period there is a cap such that the maximum payout cannot exceed target regardless of how the Company’s stock performs relative to the LTIP Peer Group, the S&P 500 Capital Goods Index. Relative Organic Sales Growth* versus Market is defined as (i) Organic Sales Growth, which is the difference between total current and prior year sales less the impact of companies acquired and divested in the past 12 months and any foreign currency impacts, divided by prior year sales, versus (ii) Market, which measures our performance relative to market performance defined as gross domestic product (GDP) weighted by global revenue distribution over the three-year performance period.

  145. 2025–2027 Performance Period

    2025–2027 Performance Period Rigorous goals are established at the beginning of each three-year performance period, based on our long-term strategic plan and annual operating plan, and are aligned with our financial objectives. The goals for the 2025–2027 performance period exclude the estimated impact of Non-GAAP adjustments described in Appendix A. The threshold, target and maximum performance goals for the 2025–2027 LTIP PSUs are set forth in the following table. Threshold performance across all performance goals would result in a payout at 50% of target, while maximum performance across all performance goals would result in a payout at 200% of target.

  146. 2025–2027 Performance Period

    | | CFROI* (weighted 30%) | | | Adjusted EBITDA (weighted 45%) | | | Relative TSR (weighted 25%) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | | 2025(1) | 7% | 8.5% | 9.5% | $1,460M | $1,660M | $1,760M | 25th percentile | 50th percentile | 75th percentile | | 2026 | 7.6% | 9.1% | 10.1% | $1,730M | $1,930M | $2,030M | | | | | 2027 | 8.5% | 10% | 11% | $1,847M | $2,047M | $2,147M | | | |

  147. 2025–2027 Performance Period

    | | Potential LTIP PSUs to Be Earned | | | | | | Threshold | Target | Maximum | | | Christopher J. Nelson | 17,443 | 34,885 | 69,770 | 2,643,114 | | Donald Allan, Jr. | 31,404 | 62,807 | 125,614 | 5,500,040 | | Patrick D. Hallinan | 10,420 | 20,840 | 41,680 | 1,824,969 | | William D. Beck | 4,568 | 9,135 | 18,270 | 799,957 | | Deborah K. Wintner | 3,141 | 6,281 | 12,562 | 550,030 | | Tamer K. Abuaita* | 6,424 | 12,847 | 25,694 | 1,125,018 | | Janet M. Link* | 6,424 | 12,847 | 25,694 | 1,125,018 |

  148. 2025–2027 Performance Period

    | * 2025–2027 LTIP PSUs held by Mr. Abuaita and Ms. Link were forfeited upon termination of their employment. |

  149. 2024–2026 Performance Period

    | | CFROI* (weighted 40%) | | | Relative Organic Sales Growth* versus Market (weighted 35%) | | | Relative TSR (weighted 25%) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | | 2024(1) | 8% | 9% | 10% | 0.5X | 1.0X | 1.5X | 25th percentile | 50th percentile | 75th percentile | | 2025(1) | 9% | 10% | 11% | | | | | | | | 2026 | 10% | 11% | 12% | | | | | | |

  150. 2024–2026 Performance Period

    | (1) 2024 CFROI performance was between threshold and target at 8.5%. CFROI performance for 2025 was below threshold at 8.5%. |

  151. 2023–2025 Performance Period

    | | CFROI* (weighted 40%) | | | | Relative Organic Sales Growth* versus Market (weighted 35%) | | | | Relative TSR (weighted 25%) | | | | | | Threshold | Target | Maximum | Achieved | Threshold | Target | Maximum | Achieved | Threshold | Target | Maximum | Achieved | | 2023 | 8% | 9% | 10% | 9.4% | 0.5X | 1.0X | 1.5X | 0.0x | 25th percentile | 50th percentile | 75th percentile | 2nd percentile | | 2024 | 9% | 10% | 11% | 8.8% | | | | | | | | | | 2025 | 10% | 11% | 12% | 8.7% | | | | | | | | |

  152. 2023–2025 Performance Period

    | | Potential LTIP PSUs (Number of Shares) | | | Actual Payout (shares) | Weighted Average Payout (% of target) | | | Threshold | Target | Maximum | | | | Christopher J. Nelson | 9,711 | 19,421 | 38,842 | 3,729 | 19.2% | | Donald Allan, Jr. | 26,238 | 52,476 | 104,952 | 10,075 | 19.2% | | Patrick D. Hallinan | 12,481 | 24,961 | 49,922 | 4,793 | 19.2% | | Deborah K. Wintner | 908 | 1,815 | 3,630 | 348 | 19.2% | | Tamer K. Abuaita* | 3,489 | 6,978 | 13,956 | — | 0% | | Janet M. Link* | 5,106 | 10,212 | 20,424 | — | 0% |

  153. 2023–2025 Performance Period

    | * Neither Mr. Abuaita or Ms. Link received payouts as they were not actively employed on the date of payout. |

  154. COMPENSATION GOVERNANCE

    COMPENSATION GOVERNANCE Managing Compensation Risk We are committed to our pay for performance philosophy and the incentive programs we have implemented to support such alignment. At the same time, we strive to ensure that our compensation policies and practices do not encourage unnecessary or excessive risk-taking by our executives to the detriment of the long-term interests of our shareholders, as demonstrated by the following policies. Executive Officer Stock Ownership Guidelines The Company maintains Stock Ownership Guidelines for Executive Officers to create an ownership culture and to reflect the Compensation Committee’s belief that meaningful investment in the Company by executive officers better aligns their interests with those of the Company’s shareholders. This policy requires our executive officers to reach the minimum levels of stock ownership laid out in the table below within a five-year period commencing on the date of hire or promotion to a senior management position. Shares owned by the executive officer (or an immediate family member living in the same household), shares held in trust for the benefit of the executive officer, vested stock-based equity awards, unvested and vested time-based RSUs and any deferred stock-based equity awards are considered in measuring an executive officer’s stock ownership for purposes of this policy; however, unvested stock options, unexercised stock options and unvested performance-based equity awards are not so considered. All executive officers are in compliance with the stock ownership guidelines as of December 31, 2025. A copy of this policy is available on the “Governance Documents” section of the Company’s website at www.stanleyblackanddecker.com (which appears under the “Investors” heading and the “Governance” subheading).

  155. COMPENSATION GOVERNANCE

    three completed fiscal years immediately preceding the “Recoupment Trigger Date” (as defined in the Mandatory Clawback Policy) over the amount of incentive-based compensation that would have been received by the Covered Executive had such compensation been determined based on restated amounts in the Financial Restatement. In February 2025, the Company adopted an additional, discretionary compensation recoupment policy (the “Discretionary Clawback Policy”), pursuant to which the Company may recover any covered compensation in the event a “Covered Executive” (i.e., any current or former Section 16 officer and any other employees designated by the Compensation Committee) engages in misconduct. The covered compensation subject to recoupment under the Discretionary Clawback Policy includes all time-based and performance-based cash and equity incentive compensation that is earned, granted, vested, paid or otherwise received by a Covered Executive on or after the effective date of the Discretionary Clawback Policy. Copies of the Mandatory Clawback Policy and the Discretionary Clawback Policy are available on the “Governance Documents” section of the Company’s website at www.stanleyblackanddecker.com (which appears under the “Investors” heading and the “Governance” subheading). Assessment of Risk Arising from Compensation Policies and Practices The Compensation Committee reviews, on a periodic basis, the operation and structure of the Company’s compensation programs and has considered whether its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee has concluded that the Company’s compensation practices and policies do not create such risks based on the following considerations. As discussed on pages 41–42, the MICP utilizes a combination of corporate and divisional goals. Divisional goals are established with overall corporate objectives in mind and do not conflict with corporate goals. To further minimize the risk that any employee or group of employees would pursue achievement of divisional goals in a manner that would have an adverse impact on the overall corporate goals, at least 25% of the annual bonus opportunity for all managers is based on achievement of the corporate goals. In addition to divisional goals, managers other than named executive officers may be assigned individual performance goal targets as a component of their MICP award. Any such individual achievement goals account for a relatively small percentage of the total bonus opportunity and, accordingly, disincentivize any individual from pursuing achievement of an individual goal in a manner that would jeopardize performance of his or her division as a whole or the Company as a whole. The RSUs and stock options, which vest over three years (or four years for awards granted prior to December 2022), align recipients’ interests with those of the Company’s shareholders in maintaining or increasing share value, making it against the interests of award recipients to pursue behaviors that create a material risk to the Company. LTIP PSU grants generally are earned based on achievement of corporate performance goals over a three-year performance period. For the 2023-2025 and 2024-2026 cycles, a portion of each LTIP PSU grant is contingent on achieving stated levels in Relative Organic Sales Growth versus Market during the performance period, a portion based on targets relating to CFROI, and a portion contingent on achieving TSR relative to a peer group. For the 2025-2027 LTIP PSU cycle, the Relative Organic Sales Growth versus Market was replaced with a new Adjusted EBITDA metric as further described under “2025 & 2026 Compensation Program Design Changes”. The Company believes that using Adjusted EBITDA, Relative Organic Sales Growth versus Market and CFROI as performance measures provides appropriate incentives for management to optimize the principal financial drivers that generate shareholder return and reinforce the Company’s quest for continued growth. Similarly, the Company believes that including three-year relative TSR as a performance measure encourages management to continuously benchmark Company performance against that of a broadly defined group of comparable companies, further supporting the Company’s quest for growth. In determining whether Adjusted EBITDA, Relative Organic Sales Growth versus Market and CFROI goals have been met, the Compensation Committee retains the discretion to adjust the manner in which achieved Adjusted EBITDA, Relative Organic Sales Growth versus Market and CFROI are determined to take into account certain non-recurring events (such as significant acquisitions or divestitures). Providing the Compensation Committee this discretion allows the Compensation Committee to ensure the results are comparable to the originally established goals. It also has the effect of reducing any incentive to take a particular action in order to increase the earned LTIP PSUs that would be distributed at the end of the applicable performance period. Other incentive programs provided to employees are common in companies in durable goods and services businesses, such as commissions on sales for sales representatives. None of these programs accounts for a significant percentage of the relevant business unit’s revenues. In addition, our compensation programs contain many design features that mitigate the likelihood of encouraging excessive or inappropriate risk-taking behavior. These features include robust stock ownership guidelines, a policy against hedging or pledging of Company stock and “recoupment” or “clawback” policies in the event of certain financial restatements as described on pages 48–49.

  156. COMPENSATION GOVERNANCE

    Timing of Equity Grants The Compensation Committee determined that, beginning in 2023, annual equity grants, including LTIP PSUs, stock options and RSUs, to executive officers would be made in the first quarter of each year to facilitate cohesive award communication to participants and better align with prevalent market practice. The exercise price for all stock option grants is set no lower than the average of the high and low price of a share as quoted on the New York Stock Exchange Composite Tape on the date of grant. The Compensation Committee may occasionally make off-cycle grants during the year. Such off-cycle grants typically relate to promotions, hiring, acquisitions, or other significant business events that have a meaningful impact on our ability to recruit or retain management talent. The Compensation Committee has also delegated authority to the Company’s CEO to make annual grants and occasional off-cycle grants to employees who are not Section 16 officers of the Company and to cancel, modify, waive rights with respect to, alter, discontinue, suspend or terminate such awards. The grant date for any grants made by the Company’s CEO is either the date the grant authorization is signed by the CEO, or a later date specified in the grant authorization. Under the Company’s employee stock purchase plan, eligible employees, including the named executive officers, may purchase shares at a discount, with purchase dates generally on the last business day of each month using payroll deductions that occurred during that month. We neither backdate equity awards, nor grant spring-loaded equity awards (i.e., we do not make equity grants shortly before announcing market-moving information with better-than-expected results or the disclosure of a significant transaction). The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity grants, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, no stock options were granted to NEOs during the period beginning four business days before and ending one business day after the filing of any periodic or current report that discloses material nonpublic information.

  157. 2025 EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Christopher J. Nelson President and CEO | 2025 | 997,462 | — | 3,964,699 | 1,321,569 | 929,055 | 443,461 | 7,656,246 | | | 2024 | 850,000 | — | 2,850,054 | 950,006 | 1,592,220 | 471,623 | 6,713,903 | | | 2023 | 467,500 | — | 8,199,989 | 900,009 | 1,351,500 | 84,820 | 11,003,818 | | Donald Allan, Jr., Executive Chair; Former President and CEO | 2025 | 1,315,929 | — | 8,250,027 | 2,749,993 | 1,469,498 | 700,007 | 14,485,454 | | | 2024 | 1,350,000 | — | 7,781,214 | 2,593,756 | 3,632,580 | 642,731 | 16,000,281 | | | 2023 | 1,250,000 | — | 6,937,461 | 2,312,491 | 3,071,250 | 306,442 | 13,877,644 | | Patrick D. Hallinan Executive Vice President, Chief Financial Officer & Chief Administrative Officer | 2025 | 837,663 | — | 2,737,448 | 912,499 | 578,400 | 345,581 | 5,411,591 | | | 2024 | 800,000 | — | 2,868,669 | 956,243 | 1,388,800 | 439,246 | 6,452,958 | | | 2023 | 585,641 | 350,000 | 5,387,467 | 912,506 | 1,310,400 | 161,156 | 8,707,170 | | William D. Beck President, Tools & Outdoor | 2025 | 736,997 | — | 1,199,945 | 399,996 | 385,144 | 108,257 | 2,830,339 | | Agustin Lopez Diaz Senior Vice President, Chief Supply Chain Officer | 2025 | 41,073 | — | 4,499,814 | — | 38,409 | 109,315 | 4,688,611 | | Deborah K. Wintner Senior Vice President and Chief Human Resources Officer | 2025 | 619,751 | — | 825,055 | 274,994 | 368,730 | 292,270 | 2,380,800 | | Tamer K. Abuaita Former Global Chief Supply Chain Officer and President, Industrial | 2025 | 500,000 | — | 1,687,530 | 562,509 | 180,750 | 166,060 | 3,096,849 | | | 2024 | 695,000 | — | 1,275,019 | 425,008 | 1,141,637 | 108,720 | 3,645,384 | | | 2023 | 602,500 | — | 2,071,058 | 456,011 | 856,265 | 76,245 | 4,062,079 | | Janet M. Link Former Senior Vice President, General Counsel and Secretary | 2025 | 703,000 | — | 1,687,530 | 562,509 | — | 325,224 | 3,278,263 | | | 2024 | 732,500 | — | 1,574,945 | 524,998 | 1,080,877 | 157,332 | 4,070,652 | | | 2023 | 701,667 | — | 1,350,014 | 450,011 | 872,235 | 97,299 | 3,471,226 |

  158. Non-Qualified Deferred Compensation Plans

    Non-Qualified Deferred Compensation Plans The Company maintains the Supplemental RAP, the Deferred Compensation Plan (MIP), and the Deferred RSU Plan. Certain employees, including each of the named executive officers, may defer bonuses and other compensation pursuant to the Supplemental RAP.

  159. Equity Award Agreements

    Equity Award Agreements The outstanding stock option and RSU awards provide for accelerated vesting in the event of the NEO’s retirement (other than retention RSU awards), death or disability. Under the outstanding LTIP PSUs, in the event of the NEO’s retirement, death or disability, the LTIP PSUs will remain outstanding and eligible to become earned based on actual performance; however, if such termination occurs during the first year of the performance period, the number of LTIP PSUs that will remain eligible to become earned will be prorated. Retirement for purposes of the award agreements is defined as (i) age 55 and 10 years of service for awards granted before February 14, 2023, (ii) the earlier of age 55 and 10 years of service or age 65 and one year of service for awards granted for awards granted between February 14, 2023 and December 31, 2025, and (iii) the earlier of age 55 and 10 years of service or age 60 and five years of service for awards granted on or after January 1, 2026. Mr. Allan met the age 55 and 10 years of service requirements at January 3, 2026, whereas the other NEOs did not meet retirement eligibility requirements. Outstanding stock option, RSU and LTIP PSU awards granted on or after February 26, 2024, also provide for pro-rated accelerated vesting upon a participant’s termination as a result of a qualifying divestiture, which includes any divestiture of a subsidiary, division, business unit or other unit that does not otherwise constitute a change in control. None of the NEOs are employed by business units the disposition of which would give rise to a qualifying divestiture resulting in accelerated vesting.

  160. CEO PAY RATIO

    CEO PAY RATIO Our Company seeks to establish fair and competitive employee compensation programs in each local market within our global operations to effectively attract, retain and motivate our talented workforce. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and in accordance with SEC regulations, we are providing the following information to explain the relationship between the annual total compensation of our estimated median employee and the annual total compensation of our CEO. Identification of Median Employee We selected October 1, 2025, as our determination date and used this date to identify the population of employees to be included in our calculations. On October 1, 2025, the Company and its consolidated subsidiaries employed approximately 44,292 individuals, 65% of whom were located outside of the U.S. Under the pay ratio rules, we are permitted to exclude up to 5% of our total employee population, and accordingly we excluded employees from Brazil (1,519 employees) and Vietnam (706 employees) (approximately 5.0% of our total workforce of 44,292). We use base pay as of our October 1, 2025, determination date as the most appropriate measure of compensation for identifying our median employee and applied this measure consistently across our employee population. For our hourly population, we used the hourly rate of pay multiplied by the number of hours regularly scheduled exclusive of overtime, bonuses or other earnings, translated to U.S. dollars. Annual Total Compensation of Median Employee We calculated the median employee’s annual total compensation for 2025 in accordance with the requirements of Item 402(c)(2) of Regulation S-K (consistent with the “Summary Compensation Table” for 2025). We then added the estimated value of health and welfare benefits provided to the median employee during 2025 to more accurately represent our overall compensation programs. Based on this, our median employee’s total annual compensation, inclusive of benefits, was an estimated $47,897. Annual Total Compensation of CEO Our Company had two individuals who served as CEO during 2025. With respect to the annual total compensation of our CEO for these calculations, we annualized the total compensation reported for Mr. Nelson in the “Summary Compensation Table” for the period in which he served as CEO (October 1, 2025 to January 3, 2026), and then added the $35,680 estimated value of health and welfare benefits provided to the CEO during 2025 to maintain consistency between the annual total compensation of our CEO and our median employee. Using this calculation, our CEO’s annual total compensation was $8,579,210. Pay Ratio Based on our CEO’s annualized total compensation compared to the compensation for the estimated median employee, our estimated pay ratio as calculated pursuant to applicable SEC regulations is 179:1. Our estimated pay ratio is influenced by a number of factors, including the geographic distribution of our employees, the mix of hourly versus salaried employees included in our employee population, and compensation trends within our specific industry. As a result of these and other variables, we do not believe comparisons to the pay ratios of other companies, including our competitors, are likely to be meaningful.

  161. CEO PAY RATIO

    | | 2026 PROXY STATEMENT 67 |

  162. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for our principal executive officers (the “PEOs”) and the average compensation for our other named executive officers (“NEOs”), both as reported in the Summary Compensation Table on page 51 of this Proxy Statement and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under the SEC’s pay versus performance disclosure rules, for each of 2025, 2024, 2023, 2022 and 2021. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, net income and CFROI. Pay Versus Performance

  163. PAY VERSUS PERFORMANCE

    | | James M. Loree | | Donald Allan, Jr. | | Christopher J. Nelson | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (GAAP) in millions | CFROI | | 2025 | n/a | n/a | $14,485,454 | $10,261,990 | $7,656,246 | $6,320,965 | $3,614,409 | $1,670,465 | $51 | $224 | $401.9 | 8.7% | | 2024 | n/a | n/a | $16,000,281 | $7,767,041 | n/a | n/a | $5,220,724 | $2,548,571 | $51 | $175 | $294.3 | 9.4% | | 2023 | n/a | n/a | $13,877,644 | $14,893,456 | n/a | n/a | $5,924,460 | $6,500,142 | $60 | $141 | $(310.5) | 10.8% | | 2022 | $13,625,418 | $(10,577,275) | $8,093,256 | $(3,215,054) | n/a | n/a | $2,787,366 | $(1,031,574) | $44 | $119 | $1,062.5 | (4.2)% | | 2021 | $13,159,209 | $11,587,123 | n/a | n/a | n/a | n/a | $3,655,494 | $3,504,244 | $107 | $119 | $1,689.2 | 5.8% |

  164. PAY VERSUS PERFORMANCE

    Summary Compensation Table Total for PEO and Average Summary Compensation Table Total for non-PEO NEOs. Reflects amounts reported in the “Summary Compensation Table” for the PEOs set forth below and average amounts reported in the “Summary Compensation Table” for the non-PEO NEOs set forth below:

  165. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2025 | Christopher J. Nelson and Donald Allan, Jr. | Patrick D. Hallinan, William D. Beck, Agustin Lopez Diaz, Deborah K. Wintner, Tamer K. Abuaita, Janet M. Link | | 2024 | Donald Allan, Jr. | Patrick D. Hallinan, Tamer K. Abuaita, Janet M. Link and Christopher J. Nelson | | 2023 | Donald Allan, Jr. | Patrick D. Hallinan, Tamer K. Abuaita, John T. Lucas, Christopher J. Nelson and Corbin B. Walburger | | 2022 | Donald Allan, Jr. and James M. Loree | Corbin B. Walburger, Janet M. Link, Robert H. Raff and John H. Wyatt | | 2021 | James M. Loree | Donald Allan, Jr., Janet M. Link, Jaime A. Ramirez and John H. Wyatt |

  166. PAY VERSUS PERFORMANCE

    Compensation Actually Paid to PEO and Average Compensation Actually Paid to non-PEO NEOs. Compensation actually paid for the PEO and average compensation actually paid for our non-PEOs in 2025, 2024, 2023, 2022 and 2021 reflect the respective amounts set forth in these columns, adjusted as follows in accordance with the SEC’s pay versus performance disclosure rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEOs and our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the PEO’s and our other NEOs’ compensation for fiscal year 2025, see Compensation Discussion & Analysis beginning on page 27 of this Proxy Statement.

  167. PAY VERSUS PERFORMANCE

    | 68 2026 PROXY STATEMENT | |

  168. PAY VERSUS PERFORMANCE

    | | PEO (Nelson) | PEO (Allan) | Average of Non-PEOs | | Total Reported in Summary Compensation Table for 2025 | $7,656,246 | $14,485,454 | $3,614,409 | | Less, value of equity awards reported in the Summary Compensation Table | $(5,286,268) | $(11,000,020) | $(2,558,305) | | Add, year-end value of equity awards granted in 2025 that are unvested and outstanding | $5,197,424 | $9,248,506 | $1,667,810 | | Add, change in fair value (from prior year-end to year-end) of prior year equity awards that are unvested and outstanding | $(969,296) | $(2,580,929) | $(256,273) | | Add, year-end fair market value of equity awards granted in 2025 and that vested in 2025 | $0 | $0 | $0 | | Add, change in fair value (from prior year-end to vesting date) of prior year equity awards that vested in 2025 | $(277,141) | $108,979 | $(24,047) | | Less, prior year-end fair value of prior year equity awards that failed to vest in 2025 | $0 | $0 | $(773,129) | | Add, dividends and dividend equivalent payments paid during 2025 on unvested equity awards | $0 | $0 | $0 | | Less, change in present value of accumulated pension plan benefits reported in the Summary Compensation Table | $0 | $0 | $0 | | Add, service cost for defined benefit and pension plans | $0 | $0 | $0 | | Add, prior service cost for defined benefit and pension plans | $0 | $0 | $0 | | Compensation Actually Paid for Fiscal Year 2025 | $6,320,965 | $10,261,990 | $1,670,465 |

  169. PAY VERSUS PERFORMANCE

    The assumptions used to calculate the fair values set forth in the table above are computed in accordance with ASC 718 and did not differ materially from those used to calculate the grant date fair value for each award. Value of Initial Fixed $100 Investment Based On Total Shareholder Return and Peer Group Total Shareholder Return. TSR is cumulative for the measurement periods beginning on January 2, 2021, and ending on January 3, 2026, December 28, 2024, December 30, 2023, December 31, 2022, and January 1, 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The S&P 500 Capital Goods Index peer group for purposes of this table reflects the Company’s industry sector and is the same as our peer group disclosed in the Stock Performance Graph in Item 5 of Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026. Net Income (GAAP). Reflects “Net Income” as reported under the caption “Net Earnings (Loss) Attributable to Stanley Black & Decker, Inc.” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for the years ended January 3, 2026, December 28, 2024, December 30, 2023, December 31, 2022 and January 1, 2022. Net Income is inclusive of the results of discontinued operations. The 2022, 2023 and 2024 Net Income reflects an $884.9 million after-tax gain, $(28.8) million after-tax loss and an $8.0 million after-tax gain on sale of the Security business, respectively. CFROI. CFROI is used as a metric in the Company’s long-term incentive award program and represented the highest weighted metric for those awards at 40% (for the 2025–2027 LTIP PSU cycle, CFROI was reduced from a 40% to 30% weighting as described in “2025 & 2026 Compensation Program Design Changes” on page 32). CFROI is calculated as cash from operations plus after-tax interest expense, divided by the two-point average (beginning and end of the year) of debt plus equity. CFROI has been adjusted, consistent with the terms of grant, to exclude the impact of certain gains and charges for comparability to originally established goals. Additionally, CFROI for 2025 performance under the 2023-2025 LTIP performance cycle was further adjusted, consistent with the terms of grant, to add back pro-forma impacts related to a divested business for comparability to originally established goals. The 2025 CFROI performance under the 2023-2025 LTIP performance cycle was below threshold on both a GAAP and non-GAAP basis. The CFROI results reported for 2025, 2024 and 2023 represent the CFROI results achieved under the 2023–2025, 2022–2024 and 2021–2023 LTIP PSU cycles, respectively. The CFROI results reported for 2022 and 2021 represent the CFROI results achieved under the 2020-2022 LTIP PSU cycle, as reported in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders. The CFROI results presented above may differ from the CFROI results reported for the corresponding year under different LTIP cycles due to differing assumptions based on expected Non-GAAP adjustments at the time of the establishment of the respective CFROI goals at the beginning of each applicable LTIP cycle. See “LTIP Performance Goals and Performance Period Results” on page 44 for additional information. See Appendix A for a calculation of CFROI and reconciliation to respective GAAP measures.

  170. PAY VERSUS PERFORMANCE

    | | 2026 PROXY STATEMENT 69 |

  171. PAY VERSUS PERFORMANCE

    Most Important Financial Performance Measures

  172. PAY VERSUS PERFORMANCE

    | Performance Measures | | CFROI* Adjusted EPS* Adjusted Gross Margin Rate* Free Cash Flow Dollars* Adjusted EBITDA* |

  173. PAY VERSUS PERFORMANCE

    | * Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. |

  174. PAY VERSUS PERFORMANCE

    | 70 2026 PROXY STATEMENT | |

  175. PAY VERSUS PERFORMANCE

    Relationships Between Compensation Actually Paid and Financial Performance Measures

  176. Compensation Actually Paid, Company TSR and Peer Group TSR

    Compensation Actually Paid, Company TSR and Peer Group TSR The chart below describes the relationship between the Company’s TSR and the compensation actually paid to the PEOs (which for 2022 is the sum of the compensation actually paid to Mr. Allan and Mr. Loree and for 2025 is the sum of the compensation actually paid to Mr. Nelson and Mr. Allan) and the average amount of compensation paid to non-PEO NEOs, as well as between the Company’s TSR and the TSR of the Company’s peer group, the S&P 500 Capital Goods Index. Compensation actually paid generally aligns with the Company’s TSR over the five years presented in the table because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards whose value is directly tied to the value of the Company’s common stock performance.

  177. Compensation Actually Paid, Company TSR and Peer Group TSR

    | | 2026 PROXY STATEMENT 71 |

  178. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The chart below describes the relationship between net income and the compensation actually paid to the PEOs (which for 2022 is the sum of the compensation actually paid to Mr. Allan and Mr. Loree and for 2025 is the sum of the compensation actually paid to Mr. Nelson and Mr. Allan) and the average amount of compensation paid to non-PEO NEOs. As demonstrated by the following table, the amount of compensation actually paid to our CEO and the average compensation paid to our Non-PEO NEOs was generally aligned to our net income in 2020, 2021, 2024 and 2025. In 2022, net income included a non-recurring $884.9 million after-tax gain on the Security divestiture reported in discontinued operations and the compensation actually paid, as reported, was negative primarily due to the 2022 decline in the company stock price. In 2023, the divergence in net income versus compensation actually paid primarily pertained to appreciation in the company stock price in 2023, as well as $566.2 million of Non-GAAP adjustments, principally related to asset impairment charges and supply chain transformation costs included in net income but excluded from the incentive compensation program payouts, along with the strategic choice to prioritize inventory reductions which impacted gross margin and net income despite improved gross margin performance relative to 2022. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is somewhat correlated with the Adjusted EPS measure, which is used in the MICP and LTIP PSUs for the 2022–2024 and prior cycle. However, the Adjusted EPS measure utilized in the incentive programs excludes Non-GAAP adjustments, and therefore excludes the after-tax gain and loss on the Security business divestiture reported in discontinued operations in 2022 and 2023, respectively, which are included in net income.

  179. Compensation Actually Paid and Net Income

    | 72 2026 PROXY STATEMENT | |

  180. Compensation Actually Paid and CFROI

    Compensation Actually Paid and CFROI The chart below describes the relationship between the Company-selected performance measure of CFROI and compensation actually paid to the PEOs (which for 2022 is the sum of the compensation actually paid to Mr. Allan and Mr. Loree and for 2025 is the sum of the compensation actually paid to Mr. Nelson and Mr. Allan) and the average amount of compensation paid to non-PEO NEOs, showing alignment over the five years presented in the table.

  181. Compensation Actually Paid and CFROI

    | | 2026 PROXY STATEMENT 73 |

  182. Limit on Director Compensation

    Limit on Director Compensation The A&R 2024 Plan provides that the maximum amount of compensation that may be paid to any non-employee director in respect of such individual’s service as a non-employee director in any single fiscal year (including awards under the A&R 2024 Plan, determined based on the fair market value of such award as of the grant date, as well as cash retainer fees) may not exceed $750,000.

  183. Pay Versus Performance CFROI Reconciliations

    Pay Versus Performance CFROI Reconciliations

  184. Pay Versus Performance CFROI Reconciliations

    | | GAAP | Non-GAAP Adjustments, Other | Non-GAAP – PVP(5) | | Cash Flow From Operations | $971.2 | $183.8 | $1,155.0 | | Interest Expense (After-Tax) | 251.1 | — | 251.1 | | | $1,222.3 | $183.8 | $1,406.1 | | Long-Term Debt* | $5,153.0 | $— | $5,153.0 | | Short-Term Borrowings* | 302.8 | 730.0 | 1,032.8 | | Current Portion Of Long-Term Debt* | 527.6 | — | 527.6 | | Equity* | 8,887.3 | 578.1 | 9,465.4 | | Average Capital | $14,870.7 | $1,308.1 | $16,178.8 | | CFROI(4) | 8.2% | | 8.7% |

  185. Pay Versus Performance CFROI Reconciliations

    | 98 2026 PROXY STATEMENT | |

  186. Pay Versus Performance CFROI Reconciliations

    | | GAAP | Non-GAAP Adjustments, Other | Non-GAAP – PVP(5) | | Cash Flow From Operations | $1,106.9 | $143.3 | $1,250.2 | | Interest Expense (After-Tax) | 252.4 | — | 252.4 | | | $1,359.3 | $143.3 | $1,502.6 | | Long-Term Debt* | $5,851.8 | $— | $5,851.8 | | Short-Term Borrowings* | 537.4 | 365.0 | 902.4 | | Current Portion Of Long-Term Debt* | 250.7 | — | 250.7 | | Equity* | 8,888.0 | 95.1 | 8,983.1 | | Average Capital | $15,527.9 | $460.1 | $15,988.0 | | CFROI(4) | 8.8% | | 9.4% |

  187. Pay Versus Performance CFROI Reconciliations

    | | GAAP | Non-GAAP Adjustments, Other | Non-GAAP – PVP(5) | | Cash Flow From Operations | $1,191.3 | $346.8 | $1,538.1 | | Interest Expense (After-Tax) | 294.3 | — | 294.3 | | | $1,485.6 | $346.8 | $1,832.4 | | Long-Term Debt* | $5,727.0 | $— | $5,727.0 | | Short-Term Borrowings* | 1,588.9 | — | 1,588.9 | | Current Portion Of Long-Term Debt* | 1.2 | — | 1.2 | | Equity* | 9,385.2 | 207.5 | 9,592.7 | | Average Capital | $16,702.3 | $207.5 | $16,909.8 | | CFROI(4) | 8.9% | | 10.8% |

  188. Pay Versus Performance CFROI Reconciliations

    | | 2026 PROXY STATEMENT 99 |

  189. Pay Versus Performance CFROI Reconciliations

    | | GAAP | Non-GAAP Adjustments, Other | Non-GAAP – PVP(5) | | Cash Flow From Operations | $(1,459.5) | $490.6 | $(968.9) | | Interest Expense (After-Tax) | 224.2 | — | 224.2 | | | $(1,235.3) | $490.6 | $(744.7) | | Long-Term Debt* | $4,853.3 | $— | $4,853.3 | | Short-Term Borrowings* | 2,172.0 | — | 2,172.0 | | Current Portion Of Long-Term Debt* | 1.2 | — | 1.2 | | Equity* | 10,653.3 | 58.4 | 10,711.7 | | Average Capital | $17,679.8 | $58.4 | $17,738.2 | | CFROI(4) | (7.0)% | | (4.2)% |