Stanley Black & Decker (SWK) 10-K risk factor changes: FY2025 vs FY2024

*The [added: following describes management’s beliefs and opinions regarding the material factors that make an investment in our securities speculative or risky, as the] Company’s business, operations and financial condition are subject to various risks and uncertainties.

[removed: If] [added: The disclosures below are provided by way of example only and are not representations as to whether or not the risks or uncertainties have occurred in the past, but are provided because if] any of the risks or uncertainties actually occur or develop, the Company’s business, financial condition, results of operations and future growth prospects could change.

Global [removed: trade] [added: trade, inflation, deflation,] and supply chain constraints in the wake of geopolitical tensions and conflicts have adversely impacted, and could adversely impact again, the availability, pricing and lead times for products, component parts and raw materials and thus negatively impact the Company’s results of operations.

Specifically, the Company sources materials from South Korea, [removed: China] [added: China, Taiwan] and [removed: Taiwan,] [added: Israel, among other countries,] and any future tensions or conflicts in such regions could cause material disruptions in the Company's supply chain which could, in turn, cause product shortages, delays in delivery and/or increases in the Company's cost incurred to produce and deliver products to its customers.

In addition, the Company’s ability to import these items in a timely and cost-effective manner may be affected by conditions at ports or issues that otherwise affect transportation and warehousing providers, such as fluctuations in freight costs, port and shipping capacity, [added: personnel security,] labor disputes and shortages, severe weather, or increased homeland security requirements in the U.S. and other countries.

Similar U.S. actions involving China, Mexico or other countries, and any corresponding retaliatory efforts, could be adopted or modified with little or no advanced notice, [added: and] result in disruption to the Company's supply chain and an increase in supply chain costs that the Company may not be able to accurately assess and offset, which could in turn require the Company to increase its prices and, in the event customer demand declines as a result, adversely impact the Company’s results of operations.

[removed: Existing tariffs remain in effect and there] [added: There] is a possibility of further escalation of trade [removed: tensions] [added: tensions, tariffs] or additional trade restrictions.

While the Company may be able to expand or shift sourcing [removed: options,] [added: options and has been focused, and continues to focus, on implementing other supply chain adjustments,] such efforts are [removed: time consuming] [added: time-consuming] and [removed: would be] [added: are, or could be,] difficult or impracticable for many products and may result in an increase in its manufacturing [removed: costs.][added: costs, or otherwise materially and adversely impact the Company's results of operations, cash flow and financial condition.]

In addition, efforts to withdraw from, or substantially modify, such agreements or arrangements, in addition to the implementation of more restrictive trade policies, such as more detailed inspections, import or export licensing requirements [added: (e.g. China’s limitations on exports of rare earth minerals)] and exchange controls or new barriers to entry, could limit the Company’s ability to capitalize on current and future growth opportunities in international markets, impair its ability to expand the business by offering new products, and could adversely [added: impact its production costs, customer demand and relationships with customers and suppliers.]

In [removed: 2024,] [added: 2025,] the two largest customers comprised approximately [removed: 28%] [added: 27%] of consolidated net sales, with U.S. and international mass merchants and home centers collectively comprising approximately [removed: 43%] [added: 42%] of consolidated net sales.

[removed: The loss or material reduction of business, the lack of success of sales initiatives,] [added: strategies, customers’ inability to execute on business strategies,] or changes in customer or end-user preferences or loyalties for the Company’s products, related to any such significant customer could have a material adverse impact on the Company’s results of operations and cash flows.

This factor limits the [added: Company's] ability to recover cost increases through higher selling prices.

Furthermore, unanticipated inventory adjustments by these [removed: customers can] [added: customers, whether due to external factors or changes in the price of the Company's products, could] have a negative impact on the Company's net sales.

To remain profitable and maintain or grow market share, the Company must maintain a competitive cost structure, develop new products and services, lead product innovation, successfully execute its platform design innovation [added: and brand prioritization] efforts, respond to competitor innovations and enhance its existing products in a timely manner.

Operational Excellence, one [removed: element] of the [removed: supply chain transformation,] [added: Company's core imperatives,] is a continuous operational improvement process applied to many aspects of the Company’s business such as procurement, quality in manufacturing, maximizing customer fill rates, [removed: integrating acquisitions] [added: driving annual net productivity,] and other key business processes.

In the event the Company is not successful in effectively applying the [added: various aspects of] Operational Excellence [removed: principles] to its key business processes, [removed: including those of acquired businesses,] its ability to compete and future earnings could be adversely affected.

Price reductions taken by the Company in response to customer and competitive pressures, as well as price reductions and [added: marketing and] promotional actions taken to drive demand that may not result in anticipated sales levels, could also negatively impact its business.

The Company engages in restructuring actions, sometimes entailing shifts of production to low-cost [removed: countries,] [added: countries or consolidation of manufacturing sites,] as part of its efforts to maintain a competitive cost structure.

If the Company does not execute restructuring actions [removed: well,] [added: effectively,] its ability to meet customer demand may decline, or earnings may otherwise be adversely impacted.

A consolidation of retailers in both North America and abroad has occurred over time and the increasing size [added: and importance of individual customers creates risk of exposure to potential volume loss or reduced leverage in price negotiations, which could have an adverse effect on net sales and profitability.]

[removed: The] [added: Furthermore, the] loss of certain larger home centers as customers would have a material adverse effect on the Company’s business.

Low demand for new products and the inability to develop and introduce new products at favorable margins [added: and on target timelines] could adversely impact the Company’s performance and prospects for future growth.

[removed: The uncertainties associated with developing and introducing new products, such as market demand, the] unavailability of raw materials necessary for production of the Company's products and costs of development and production, may impede the successful development and introduction of new products on a consistent [added: or timely] basis.

The Company’s [removed: investments] [added: focus on innovation could result] in [added: additional investments to accelerate product development,] productive capacity and [removed: commitments to fund] advertising and product promotions in connection with [removed: these] [added: the] new [removed: products could erode profits if those expectations are not met.][added: innovative products.]

The Company's future growth rate depends upon a number of factors, including its ability to (i) identify and evolve with emerging technological and broader industry trends in its target end-markets, including, but not limited to, artificial intelligence [removed: and] machine [removed: learning;] [added: learning and robotics;] (ii) defend its market share against an ever-expanding number of competitors, including many new and non-traditional competitors; (iii) monitor disruptive technologies and business models; and (iv) attract, develop, and retain individuals with the requisite technical expertise and understanding of customers’ needs to develop new technologies and introduce new products.

To remain competitive, the Company will need to stay abreast of new technologies, require its employees to continue to learn and adapt to new technologies and be able to integrate them into current and future business models, products, services and processes, comply with evolving regulatory and operational requirements concerning the use of emerging [removed: technologies] [added: technologies,] and also guard against existing and new competitors disrupting the marketplace using such technologies.

For example, changing market trends, such as increased consumer demand for energy efficient products and technologies in response, in part, to [removed: climate change,] [added: environmental concerns,] require the Company to develop and adopt new innovations focused on electrification.

[removed: The Company has significant operations outside of the U.S.] Such business operations are subject to political, legal, economic and other risks inherent in operating internationally, such as:

The Company has undertaken restructuring and cost-reduction actions, [added: such as restructuring of manufacturing and distribution facilities, including relocating production or component sources or closing facilities, workforce reductions and centralization of certain business support functions,] the savings of which may [removed: be] [added: be, and have been,] mitigated by many factors, including economic weakness, inflation, competitive pressures, higher labor [removed: costs] [added: costs, production volume decline] and decisions to increase costs in areas such as sales promotion or research and development above levels that were otherwise assumed.

Failure to achieve, or delays in achieving, projected levels of efficiencies and cost savings from [removed: this transformation] [added: productivity investments] and [added: footprint actions, as well as] other restructuring or cost reduction actions introduced by the Company, significant increases in the costs related to such actions, or unanticipated inefficiencies resulting from [removed: this transformation] [added: such investments (such as delays in ability to fulfil orders as a result of temporary constraints on production] and [added: storage of products) and] other manufacturing and administrative reorganization actions in progress or contemplated, could adversely affect [removed: the] [added: any] anticipated cost savings as well as the Company’s reputation and financial position.

A material disruption of the Company's operations, particularly at its manufacturing facilities or within its information technology infrastructure, [added: or its supply chain] could adversely affect business.

The Company's facilities, supply chains, distribution systems, and information technology systems are subject to catastrophic loss due to natural disasters or other disruptions, including [removed: hurricanes and] [added: hurricanes,] floods, [removed: droughts and] [added: fires, droughts,] water scarcity, [added: and other adverse weather or environmental conditions (each of which may be worsened by climate change),] power outages, energy shortages, [removed: fires,] explosions, terrorism or other geopolitical tensions, equipment failures, sabotage, cybersecurity incidents, [removed: any potential effects of climate change and adverse weather conditions,] labor [removed: disputes,] [added: disputes or shortages,] critical supply failure, inaccurate downtime forecast, political disruption, public health crises, like a regional or global pandemic such as COVID-19, and other reasons, which [removed: has] [added: have] and could again result in undesirable consequences, including financial losses and damaged relationships with customers.

For example, [removed: steel and copper] [added: rare earth minerals] are critical to the design of the Company's products and some countries from which [removed: steel and copper] [added: these materials] are [removed: sourced,] [added: sourced] have experienced severe weather.

As of [removed: December 28, 2024,] [added: January 3, 2026,] the Company has approximately [removed: $7.9] [added: $7.3] billion of goodwill, approximately $2.3 billion of indefinite-lived trade names and approximately [removed: $1.4] [added: $0.8] billion of net definite-lived intangible assets.

[removed: The definite-lived intangible assets, including customer relationships, are amortized] over their estimated useful lives and are evaluated for impairment when appropriate.

During 2024, the Company recorded [added: a pre-tax] impairment [removed: charges of $72.4 million, comprised] [added: charge] of $41.0 million related to the Lenox trade [removed: name,] [added: name and] $25.5 million related to the Infrastructure [removed: business, and $5.9 million related to a small business in the Industrial segment.][added: business.]

During 2023, the Company recorded [added: pre-tax] impairment charges of $274.8 million, comprised of $124.0 million related to the Irwin and Troy-Bilt trade names and $150.8 million related to the Infrastructure business.

Refer to *Note S, Divestitures*, for additional information on the 2024 divestiture of the Infrastructure [removed: business and the 2022 divestiture of the Oil & Gas] business.

The Company’s [removed: acquisitions,] exiting of businesses, divestitures, [added: acquisitions,] strategic investments and alliances and joint ventures, as well as general business reorganizations, may result in financial results that are different than expected and certain risks for its business and operations.

As part of the Company's strategy, it may [removed: acquire] [added: divest] businesses or assets, [removed: divest] [added: acquire] businesses or assets, enter into strategic alliances and joint ventures, and make similar investments to further its business.

Some of the risks and uncertainties discussed below may have occurred in the past.

Generally, raw materials and components are available from several different suppliers, however, for certain products, such as components requiring rare earth minerals sourced from China and components requiring cobalt, the Company and its suppliers may rely on one or very few suppliers or suppliers concentrated in certain regions.

For example, in April 2025, China restricted export of certain rare earth minerals and may in the future continue to restrict, expand restrictions, or stop exporting these or other materials.

Any such restrictions or delays on the export of rare earth minerals from China have caused, and may in the future cause, increased costs and/or production disruptions which could materially and adversely impact the Company’s results of operations, cash flow and financial condition.

In 2025, the U.S. government announced a series of tariffs on imported goods into the U.S., which prompted retaliatory actions from some of its trading partners, and in response, the Company introduced strategies to mitigate the impacts of these changes on its results of operations, including price increases and supply chain adjustments.

However, there is no assurance that the Company will be able to mitigate the full impact of all such tariffs, retaliatory actions or other changes in trade policies that have or may develop.

Moreover, decisions made as part of the Company’s tariff mitigation strategy concerning the rationalization, restructuring or relocation of facilities, production or component sources and any similar actions could also subject the Company to additional or new tariffs or trade regulations and interpretations of those regulations, reputational risks, and other issues relating to the importation of products.

For example, in 2025 the Company began shifting production of certain power tools to Mexico.

As a result, these products became subject to additional tariffs on imports from Mexico in 2025.

Even though the Company is taking actions to qualify for an exemption under the United States-Mexico-Canada Agreement to mitigate the additional tariff costs, there is no guarantee that the Company will be able to obtain such qualification.

For example, in April 2025, China imposed export restrictions on certain rare earth minerals that are used in certain components of the Company’s products, which resulted in delays and shortages of certain components.

If China were to further restrict exporting, or implement burdensome and lengthy licensing processes for the export of, these materials or components, or pressure other countries to do so, the Company’s and its suppliers' ability to obtain such materials or components may be disrupted and the Company may not be able to obtain sufficient quantities, or obtain supply in a timely manner, or at a commercially reasonable cost.

The loss or material reduction of business, the lack of success of sales initiatives, changes in customer business strategies or the Company's inability to support those

The uncertainties associated with developing and introducing new products, such as market demand, the

If expectations of the return on these investments are not met, future earnings could be adversely affected.

The Company has significant operations outside of the U.S., including manufacturing, sales and distribution facilities.

In mid-2022, the Company initiated a Global Cost Reduction Program designed to achieve significant pre-tax run rate cost savings to, in part, help return adjusted gross margins to historical 35%+ levels.

While the Company completed this program as of the end of 2025, it plans to continue making significant investments in additional productivity improvements and supply chain footprint actions, and the success and anticipated cost savings from such efforts are not assured.

The definite-lived intangible assets, including customer relationships, are amortized

During 2025, the Company recognized a $108.4 million pre-tax, non-cash impairment charge driven by updates to the Company’s brand prioritization strategy impacting the Lenox, Troy-Bilt, and Irwin trade names.

The Company has taken steps to streamline its portfolio and focus on its core Tools & Outdoor and Engineering Fastening businesses.

As a result of recent divestitures, the Company may be subject to increased volatility and vulnerability to market conditions due to its more focused portfolio.

With respect to the effects on translated earnings, if the U.S.

The use of artificial intelligence in the development of the Company's products and services could also impact its intellectual property protections.

The Company may be unaware of intellectual property rights of others that may cover some of its technology, brands, or products.

Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of the Company’s management and key personnel from its business operations.

Allegations of intellectual property infringement may also require the Company to enter into costly license agreements or necessitate redesigns of its products at substantial cost.

The Company also may be subject to significant damages or injunctions against development and sale of certain products.

The use of artificial intelligence in the Company’s business operations, products and services could expose it to legal and compliance risks as well as brand or reputational harm and competitive harm, any of which may adversely affect its results of operations.

The Company’s businesses increasingly leverage artificial intelligence solutions to optimize their operations, improve customer experiences, and enhance their products and services.

While the Company believes the use of artificial intelligence can offer significant benefits and opportunities, it also introduces a range of risks and challenges and there can be no assurances that the use of such technology will result in improved operational efficiencies, cost reductions or other anticipated benefits.

The regulatory landscape surrounding artificial intelligence is rapidly evolving and the Company’s use of artificial intelligence may be subject to new legal or regulatory requirements, which may impose prohibitions or additional compliance burdens on the Company.

For example, the Company’s artificial intelligence efforts may subject it to heightened compliance and legal as well as other risks related to technology integration, accuracy, program bias, data sourcing, intellectual property infringement or misappropriation, data privacy, and cybersecurity, among others.

Moreover, the Company may experience brand or reputational harm if it fails to appropriately manage its use of artificial intelligence in compliance with applicable laws and regulations or successfully execute on strategies leveraging artificial intelligence.

Additionally, the Company’s competitors or other third parties may incorporate artificial intelligence into their products, services or operations more quickly, cost-effectively or successfully than the Company, or develop superior products and services with the aid of artificial intelligence, which could impair the Company’s ability to compete effectively and adversely affect its results of operations.

accruals.

Changes in tax laws, regulations, or interpretations and applications of such laws and regulations, including the implementation of global minimum tax rules by the various taxing jurisdictions applicable to multi-national corporations, could have a material impact on the Company’s worldwide income tax provision, cash tax liability, and effective tax rate.

claims for damages.

Product labeling and marking reviews are also conducted.

For certain products, the Company may rely on one or very few suppliers, which may limit the Company’s ability to expeditiously source alternatives.

For example, in 2018 the U.S. imposed tariffs on steel and aluminum as well as on goods imported from China and certain other countries, which resulted in retaliatory tariffs by China and other countries.

Diplomatic and trade tensions between the U.S. and China remain high.

impact its production costs, customer demand and relationships with customers and suppliers.

and importance of individual customers creates risk of exposure to potential volume or profitability loss.

In mid-2022, the Company initiated a supply chain transformation designed to return adjusted gross margins to historical 35%+ levels by improving fill rates and better matching inventory with customer demand.

This transformation has involved, and will continue to involve, significant investment from the Company, and the success and anticipated cost savings from this transformation are not assured.

During 2022, the Company recorded an impairment charge of $168.4 million related to the Oil & Gas business.

impairment of acquired goodwill and other intangible assets, and increasing the Company's expenses and working capital requirements;

- increased volatility and market vulnerability because of a more focused portfolio following completion of divestitures and investment transactions; and

The Company’s results of operations could be negatively impacted by inflationary or deflationary economic conditions which could affect the ability to obtain raw materials, component parts, freight, energy, labor and sourced finished goods in a timely and cost-effective manner, as well as lead to changes in interest rate environments which impact its cost of funds, the general strength of the economy and demand for its products in the market.

The Company’s products are manufactured using both ferrous and non-ferrous metals including, but not limited to, steel, zinc, copper, brass, aluminum, and nickel.

Additionally, the Company uses other commodity-based materials for components and packaging including, but not limited to, plastics, resins, wood and corrugated products.

The Company’s cost base also reflects significant elements for freight, energy and labor.

The Company also sources certain finished goods directly from vendors.

If the Company is unable to mitigate inflationary increases through various customer pricing actions and cost reduction initiatives, its profitability may be adversely affected.

Conversely, in the event there is deflation, the Company may experience pressure from its customers to reduce prices, and there can be no assurance that the Company would be able to reduce its cost base (through negotiations with suppliers or other measures) to offset any such price concessions which could adversely impact results of operations and cash flows.

provider training, organizational investments, incident response plans, tabletop exercises, technical defenses and defensive product software designs.

audit based on the most currently available information, which involves inherent uncertainty.

The Company is routinely audited by income tax authorities in many tax jurisdictions.

Additionally, the global income tax provision can be materially impacted due to foreign currency fluctuations against the U.S. dollar since a significant amount of the Company’s earnings are generated outside the U.S. Lastly, it is possible that future income tax legislation or changes to existing legislation may be enacted that could have a material impact on the Company’s worldwide income tax provision, cash tax liability, and effective tax rate beginning with the period that such legislation becomes enacted.

For instance, the Organization for Economic Cooperation and Development has enacted model rules for a new global minimum tax framework applicable to multi-national corporations, and various governments have enacted, or are in the process of enacting, legislation implementing all or part of these rules.

Changes in environmental and other laws and regulations in both domestic and foreign

Safety reviews are performed at various product development milestones, including a review of product labeling and marking to identify safety and operational hazards for the customer and end user.

The Company’s sales to government customers exposes it to business volatility and risks, including government budgeting cycles and appropriations, procurement regulations, governmental policy shifts, early termination of contracts, audits, investigations, sanctions and penalties.

The Company derives a portion of its revenues from contracts with the U.S. government, state and local governments and foreign governments.

Government contractors must comply with specific procurement regulations and other requirements.

These requirements, although customary in government contracts, could impact the Company’s performance and compliance costs, including limiting or delaying the Company’s ability to share information with its business partners, customers and investors, which may negatively impact the Company’s business and reputation.

The U.S. government may demand contract terms that are less favorable than standard arrangements with private sector customers and may have statutory, contractual or other legal rights to terminate contracts with the Company.

For example, the U.S. government may have contract clauses that permit it to terminate any of the Company’s government contracts and subcontracts at its convenience, and procurement regulations permit termination for default based on the Company’s performance.

In addition, changes in U.S. government budgetary priorities could lead to changes in the procurement environment, affecting availability of government contracting or funding opportunities.

Changes in government procurement policy, priorities, regulations, technology initiatives and requirements, and/or contract award criteria may negatively impact the Company’s potential for growth in the government sector.

Changes in government cybersecurity and system requirements could negatively impact the Company’s eligibility for the award of future contracts, negatively impacting the Company’s business and reputation.

Government contracts laws and regulations impose certain risks, and government contracts are generally subject to audits, investigations and approval of policies, procedures and internal controls for compliance with procurement regulations and applicable law.

If violations of law are found, they could result in civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.

Each of these factors could negatively impact the Company’s business, results of operations, financial condition, and reputation.

- Mid-single digit organic revenue [removed: growth (2 to 3 times the market);][added: growth;]

- [removed: \>] 35% to 37% adjusted gross margins with mid to high-teens adjusted Earnings Before Interest, Taxes, Depreciation and Amortization margin ("adjusted EBITDA margin");

*•*Cash Flow Return On Investment ("CFROI"), computed as cash from operations plus after-tax interest expense, divided by the two-point average of debt and equity, [added: in the low-to-mid-teens by 2028 and] greater than or equal to the [removed: mid-teens;] [added: mid-teens beyond 2028;] and

[removed: In terms of capital allocation, the] [added: The] Company [added: also] remains committed, over time, to [removed: returning excess capital to shareholders through] [added: maintaining] a strong and growing dividend [removed: as well as] [added: and has] a preference toward [removed: opportunistically repurchasing shares.][added: opportunistic share repurchases.]

In [removed: addition, on] April [removed: 23,] 2021, the Board of Directors approved repurchases by the Company of its outstanding securities, other than its common stock, up to an aggregate amount of $3.0 [removed: billion.][added: billion (the “April 2021 Authorization”).]

[added: Other] Divestitures

The Company has also divested several [removed: smaller] businesses in recent years that allowed the Company to invest in other areas that fit into its long-term strategy.

In mid-2022, the Company launched a [removed: program] [added: Global Cost Reduction Program] comprised of a series of initiatives designed to generate [added: targeted pre-tax run-rate] cost savings [added: of $2.0 billion] by resizing the [removed: organization and] [added: organization,] reducing [removed: inventory] [added: inventory, and transforming its supply chain] with the ultimate objective of driving long-term growth, improving profitability and generating strong cash flow.

The [removed: SG&A] [added: program included selling, general, and administrative ("SG&A")] cost savings [removed: were generated] [added: driven] by simplifying the corporate structure, optimizing organizational spans and layers and reducing indirect [removed: spend.][added: spend as well as a supply chain transformation.]

These savings [removed: will help] [added: were partially redeployed to] fund [added: over] $300 million [removed: to $500 million] of innovation and commercial investments through 2025 designed to accelerate organic growth.

- Material Productivity: [removed: Implementing] [added: Implemented] capabilities to source in a more efficient and integrated manner across all of the Company’s businesses and [removed: leveraging] [added: leveraged] contract manufacturing;

- Operational Excellence: [removed: Redesigning] [added: Redesigned] in-plant operations following footprint rationalization to deliver incremental efficiencies, simplified organizational design and inventory optimization leveraging a standard operating model and LEAN principles;

- Footprint Rationalization: [removed: Transforming] [added: Transformed] the Company’s manufacturing and distribution network from [removed: a decentralized and inefficient system of] sites built through years of acquisitions to a strategically focused supply chain, inclusive of site closures, transformations of existing sites into manufacturing centers of excellence and re-configuration of the distribution network; and

- Complexity Reduction: [removed: Reducing] [added: Reduced] complexity through platforming products and [removed: implementing] [added: implemented] initiatives to drive a SKU reduction.

In addition, the Company has reduced inventory by over $2 billion since the end of the second quarter of 2022 and expects further working capital reductions to support free cash flow generation in [removed: 2025.][added: 2026.]

Of the total [removed: estimated] cash investment, approximately 30% [removed: is expected] [added: related] to [removed: be] capital expenditures.

The [added: expected] charges [removed: associated with the ongoing execution of the supply chain transformation] [added: related to these actions] are reflected in the [removed: Non-GAAP adjustments detailed below in "Results From Operations" and the] [added: Company's] full year estimate of Non-GAAP adjustments detailed below in [removed: "2025] [added: "2026] Planning Assumptions".

[removed: In addition, although the program is expected to be completed by] [added: The charges associated with] the [removed: end] [added: execution] of [removed: 2025,] the [added: supply chain transformation are reflected in the Non-GAAP adjustments detailed below in "Results From Operations." Although the broader Global Cost Reduction Program has been completed, the] Company expects to incur additional charges and make cash investments [removed: beyond 2025] [added: in 2026] relating to footprint actions to support the ongoing network transformation and reposition its supply chain, as necessary.

The Company’s operations are classified into two reportable business segments: Tools & Outdoor and [removed: Industrial.][added: Engineered Fastening.]

The Outdoor product line primarily sells corded and cordless electric lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, pressure washers and related accessories, and gas powered lawn and garden products, including lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, hand-held outdoor power equipment, garden tools, and parts and accessories to professionals and consumers [added: primarily] under the DEWALT®, CRAFTSMAN®, CUB CADET®, BLACK+DECKER®, and HUSTLER® brand names.

The [removed: Industrial] [added: Engineered Fastening] segment is comprised of the Engineered Fastening business and [added: included] the Infrastructure business prior to its sale in April 2024.

The Engineered Fastening business primarily sells highly engineered components such as fasteners, fittings and various engineered products, which are designed for specific [removed: application] [added: applications] across multiple verticals.

The [removed: divestiture of the Oil & Gas and the Infrastructure businesses did not qualify for discontinued] [added: Company’s results represent continuing] operations and [removed: therefore, their] [added: include the] results [removed: were included in] [added: of] the [removed: Company's continuing operations] [added: divested Infrastructure business] within the [removed: Industrial] [added: Engineered Fastening] segment through the date of sale in the [removed: third quarter of 2022 and the] second quarter of 2024, [removed: respectively.][added: as the divestiture of this business did not qualify for discontinued operations.]

The results and measures, including gross profit, SG&A, Other, net, Income taxes, [removed: and] segment [removed: profit (including Corporate Overhead),] [added: profit, and corporate overhead,] on a basis excluding certain gains and charges, free cash flow, organic revenue and organic growth are Non-GAAP financial measures.

These Non-GAAP financial measures are defined and reconciled to their most directly comparable GAAP financial [added: measures below.]

The Company considers the use of Non-GAAP financial measures relevant to aid analysis and understanding of the Company’s [removed: results and] [added: results,] business trends [added: and outlook measures] aside from the material impact of [removed: these items] [added: certain gains] and [added: charges and] ensures appropriate comparability to operating results of prior periods.

The Company provides expectations for the non-GAAP financial measures of full-year [removed: 2025] [added: 2026] adjusted EPS, presented on a basis excluding certain gains and charges, as well as [removed: 2025] [added: 2026] free cash flow.

Forecasted full-year [removed: 2025] [added: 2026] adjusted EPS is reconciled to forecasted full-year [removed: 2025] [added: 2026] GAAP EPS under the section entitled [removed: "2025] [added: "2026] Planning Assumptions" below.

Consistent with past methodology, forecasted full-year [removed: 2025] [added: 2026] GAAP EPS excludes the impacts of potential acquisitions and [removed: divestitures, potential] [added: divestitures (unless otherwise noted),] future regulatory changes or strategic shifts that could impact the Company's contingent liabilities or intangible assets, respectively, potential future cost actions in response to external factors that have not yet occurred, and any other items not specifically referenced under [removed: “2025] [added: “2026] Planning Assumptions.” A reconciliation of forecasted [removed: 2025] [added: 2026] free cash flow to its most directly comparable GAAP estimate is not available without unreasonable effort due to high variability and difficulty in predicting items that impact cash flow from operations, which could be material to the Company’s results in accordance with U.S. GAAP.

These amounts for [removed: 2024, 2023] [added: 2025] and [removed: 2022] [added: 2024] are as follows:

| | | | Gross profit | | | | | | [removed: $] [added: $] | [removed: 4,514.4] [added: 4,514.4] | | | | | [removed: $] [added: $] | [removed: 88.8] [added: 88.8] | | | | | [removed: $] [added: $] | [removed: 4,603.2] [added: 4,603.2] | |

| | | | Selling, general and administrative1 | | | | | | [removed: 3,332.7] [added: 3,332.7] | | | | | | [removed: (81.3)] [added: (81.3)] | | | | | | [removed: 3,251.4] [added: 3,251.4] | | |

| | | | Earnings from continuing operations before income taxes | | | | | | [removed: 241.1] [added: 241.1] | | | | | | [removed: 466.0] [added: 466.0] | | | | | | [removed: 707.1] [added: 707.1] | | |

| | | | Income taxes on continuing [removed: operations] [added: operations3] | | | | | | [removed: (45.2)] [added: (45.2)] | | | | | | [removed: 92.6] [added: 92.6] | | | | | | [removed: 47.4] [added: 47.4] | | |

| | | | Net [removed: Earnings] [added: earnings] from [removed: Continuing Operations Attributable to Common Shareowners - Diluted] [added: continuing operations] | | | | | | [removed: 286.3] [added: 286.3] | | | | | | [removed: 373.4] [added: 373.4] | | | | | | [removed: 659.7] [added: 659.7] | | |

| | | | Diluted earnings per share of common stock - Continuing operations | | | | | | [removed: $] [added: $] | [removed: 1.89] [added: 1.89] | | | | | [removed: $] [added: $] | [removed: 2.47] [added: 2.47] | | | | | [removed: $] [added: $] | [removed: 4.36] [added: 4.36] | |

| | | | Selling, general and administrative1 | | | | | | [removed: 3,290.7] [added: 3,332.9] | | | | | | [removed: (99.4)] [added: (86.6)] | | | | | | [removed: 3,191.3] [added: 3,246.3] | | |

| | | | [removed: (Loss) earnings] [added: Earnings] from continuing operations before income taxes | | | | | | [removed: (375.7)] [added: 417.9] | | | | | | [removed: 566.2] [added: 396.2] | | | | | | [removed: 190.5] [added: 814.1] | | |

| | | | Diluted [removed: (loss)] earnings per share of common stock - Continuing operations | | | | | | [removed: $] [added: $] | [removed: (1.88)] [added: 2.65] | | | | | [removed: $] [added: $] | [removed: 3.33] [added: 2.02] | | | | | [removed: $] [added: $] | [removed: 1.45] [added: 4.67] | |

Below is a summary of the pre-tax Non-GAAP adjustments for [removed: 2024, 2023] [added: 2025] and [removed: 2022.][added: 2024.]

The Company is guided by its mission to build a world-class branded industrial company, by solving end users’ most pressing and complex challenges.

The strategy to achieve this mission is anchored by three core imperatives: activating our brands with purpose, driving operational excellence, and accelerating innovation.

Activating our brands with purpose is rooted by the Company's 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 Company's platforming method 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 financial targets.

The following targets, which are based on the tariff landscape as of January 2026, are expected to be reflected in the Company's 2028 financial results and assume that the Company's markets are growing by low-single digits and inflation approximates 2% per year.

- Free cash flow approximating 100% of GAAP net income over a multi-year period;

In terms of capital allocation, the Company’s top priority is funding organic growth investments that drive long-term value.

In the near-term, the Company intends to utilize the net proceeds from the pending CAM divestiture to reduce debt, as further discussed below.

Repurchases Of Securities Other Than Common Stock

Repurchases of $1.1 billion were made under the April 2021 Authorization.

In October 2025, the Board of Directors terminated the April 2021 Authorization including any amounts remaining available for repurchase thereunder, and approved repurchases by the Company of its outstanding securities, other than its common stock, up to an aggregate amount of $3.0 billion.

Pending Sale of Consolidated Aerospace Manufacturing ("CAM") Business

In December 2025, the Company announced that it had entered into a definitive agreement to sell its CAM business to Howmet Aerospace for $1.8 billion in cash.

The sale is subject to regulatory approvals and other customary closing conditions and is expected to close in the first half of 2026.

Cash proceeds, net of tax and fees, are expected to be in the range of $1.525 billion to $1.6 billion, which the Company expects to utilize to reduce debt.

For the year ended January 3, 2026, net sales and segment profit for the Engineered Fastening segment included $413.9 million and $31.3 million, respectively, related to the CAM business.

See below for further discussion of the Company's business segments and results.

Refer to *Note S, Divestitures,* for further discussion of the pending CAM divestiture.

The program has been completed as of the end of 2025 and has generated approximately $2.1 billion of pre-tax run-rate savings, exceeding its original cost savings target.

The savings related to the supply chain transformation were driven by the following value streams:

The cash investment required to achieve the pre-tax run-rate supply chain cost savings was approximately $0.6 billion.

Driving Profitable Growth Through Core Franchises and Brand-Led Commercial Execution

The Company’s core franchises operate in markets which the Company believes possess attractive long-term growth characteristics, competitive structures where brand and innovation influence outcomes, and the ability to scale globally while generating strong cash flow.

These franchises provide the foundation for sustained value creation through disciplined investment, operational execution, and customer focus.

- The Tools & Outdoor segment is a global growth platform anchored by leading brands, differentiated innovation, and broad channel reach.

The segment offers a comprehensive portfolio of power tools, hand tools, outdoor products, accessories, storage, and digital solutions designed to improve productivity for professional and consumer end users.

Global scale, innovation cadence, and brand strength are expected to support competitive positioning across regions and contribute to margin improvement over time.

The Company’s priority global brands within the Tools & Outdoor segment include DEWALT®, CRAFTSMAN®, and STANLEY®, supported by a broader portfolio of complementary brands.

- The Engineered Fastening segment serves end markets with GDP-plus growth profiles.

The segment provides highly engineered components and automation systems in the automotive, general industrial and aerospace markets.

The business benefits from recurring revenue characteristics, durable customer relationships, and global scale, supporting attractive profitability and cash generation.

Management continues to invest in these core franchises to drive growth and returns.

Priorities include product innovation, brand and commercial activation, and continued transformation of operations and supply chain capabilities to improve service levels, align inventory with demand, and enhance global cost competitiveness.

Investing in Brands to Drive Demand and Long-Term Value

The Company's portfolio of trusted, globally recognized brands is central to its commercial strategy, particularly within the Tools & Outdoor segment.

In recent years, the Company has re-shaped its portfolio to focus on its leading positions in the tools & outdoor and engineered fastening markets.

Leveraging the benefits of a more focused portfolio, the Company initiated a business transformation in mid-2022 that includes reinvestment for faster growth as well as a $2.0 billion Global Cost Reduction Program through 2025.

The Company’s primary areas of multi-year strategic focus remain unchanged as follows:

- Advancing innovation, electrification and global market penetration to achieve mid-single digit organic revenue growth (2 to 3 times the market);

- Streamlining and simplifying the organization, and investing in initiatives that more directly impact the Company's customers and end users;

- Returning adjusted gross margins to historical 35%+ levels by accelerating the operations and supply chain transformation to improve fill rates and better match inventory with customer demand; and

- Prioritizing cash flow generation and inventory optimization.

The Company's business transformation is intended to drive strong financial performance over the long term (beyond 2027), including:

- Free cash flow equal to, or exceeding, net income;

In the near term, the Company intends to direct any capital in excess of the quarterly dividend on its common stock toward debt reduction and internal growth investments.

Share Repurchases And Other Securities

During the first quarter of 2022, the Company repurchased 12,645,371 shares of its common stock for approximately $2.3 billion through a combination of an accelerated share repurchase ("ASR"), which provided for an initial delivery of 85% of the total notional share equivalent at execution, or 10,756,770 shares, and open market share repurchases for a total of 1,888,601 shares.

The final delivery of the remaining shares under the ASR totaled 3,211,317 and was completed during the second quarter of 2022.

On August 19, 2022, the Company sold its Oil & Gas business comprised of the pipeline services and equipment businesses to Pipeline Technique Limited.

On July 22, 2022, the Company sold its Convergent Security Solutions ("CSS") business comprised of the commercial electronic security and healthcare businesses to Securitas AB for net proceeds of $3.1 billion.

On July 5, 2022, the Company sold its Mechanical Access Solutions ("MAS") business comprised of the automatic doors business to Allegion plc for net proceeds of $916.0 million.

Proceeds from the sale of these businesses were used to repay borrowings made in the first quarter of 2022 to fund the Company's share repurchase program previously discussed.

The use of proceeds to support a share repurchase program is consistent with the Company's long-term capital allocation strategy.

These initiatives are expected to optimize the cost base as well as provide a platform to fund investments to accelerate growth in the core businesses.

The program consists of a selling, general, and administrative ("SG&A") planned pre-tax run-rate cost savings of $500 million and a supply chain transformation expected to deliver $1.5 billion of pre-tax run-rate cost savings by the end of 2025 and facilitate the achievement of projected 35%+ adjusted gross margins.

The $1.5 billion of pre-tax run-rate cost savings from the supply chain transformation has been, and continues to be, driven by the following value streams:

During 2024 and since inception of the program, the Company has generated approximately $510 million and $1.5 billion, respectively, of pre-tax run-rate savings, driven by lower headcount, indirect spend reductions and the supply chain

transformation.

These savings are comprised of supply chain efficiency benefits, which support gross margin improvements as the benefits turn through inventory, and SG&A savings.

The Company believes that it is on track to grow to approximately $2 billion of pre-tax run-rate savings by year-end 2025.

The cash investment required to achieve the $1.5 billion of pre-tax run-rate supply chain cost savings is expected to approximate $0.7 billion, as the source of the savings has shifted to value streams with lower required investment such as material and operational productivity.

Through 2024, the Company has made approximately $0.5 billion of total cash investments.

The Company intends to continue prioritizing capital expenditures consistent with its existing approach and expects total capital expenditures, inclusive of the supply chain transformation, to approximate 2.5% to 3.0% of net sales annually in 2025 and beyond.

Driving Further Profitable Growth by Accelerating A Growth Culture and Fully Leveraging the Company's Core Franchises

Each of the Company's core franchises share common attributes: they have markets which the Company believes have an attractive growth profile, compete in an attractive market structure where brands matter, can differentiate through rapid innovation and delivering productivity to customers and have the ability to achieve scale.

- The Tools & Outdoor business carries strong brands, proven innovation, global scale, and a broad offering of power tools, hand tools, outdoor products, accessories, and storage and digital products across many channels on a global basis.

- The Engineered Fastening business within the Industrial segment is a GDP+ growth business offering highly engineered, value-added innovative solutions with recurring revenue attributes, and carries strong profitability potential and global scale.

Management recognizes that these core franchises are important foundations that have a proven track record of providing strong cash flow and growth prospects.

Management is committed to growing these businesses through accelerating investments into innovative product development, brand support, commercial activation, and accelerating the operations and supply chain transformation to improve fill rates and better match inventory with customer demand, while improving global cost competitiveness.

Continuing to Invest in the Portfolio of Stanley Black & Decker Brands

The Company has a strong portfolio of brands associated with high-quality products including the iconic DEWALT®, CRAFTSMAN® and STANLEY® brands, which are the priority brands across the Tools & Outdoor segment.

The Company also goes to market with strong brands such as BLACK+DECKER®, DEWALT FLEXVOLT®, DEWALT POWERSTACK®, DEWALT POWERSHIFT™, CUB CADET®, TROY-BILT®, HUSTLER®, IRWIN®, LENOX®, PORTER-CABLE®, BOSTITCH®, PROTO®, MAC TOOLS®, FACOM®, Powers®, LISTA®, Vidmar®, and GQ®.

In 2024, the McLaren team sported the DEWALT® logo prominently on the team’s cars, fire suits, and equipment during the Formula 1 season, where it won its first Formula 1 Constructors’ Championship since 1998.

The Company also advertises in the English Premier League ("EPL"), which is the number one soccer league in the world, featuring the DEWALT® brand to a global audience.

In 2024, the Company also began sponsorships with one of the EPL’s “Big Six” football clubs, Tottenham Hotspur F.C., and in France, Ligue 1 club Olympique Lyonnais, for their 2024-2025 seasons.

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, with [removed: 2024] [added: 2025] consolidated annual revenues of [removed: $15.4] [added: $15.1] billion.

Approximately 62% of the Company’s [removed: 2024] [added: 2025] revenues were generated in the United States, with the remainder largely from Europe (16%), emerging markets (13%) and Canada [removed: (5%).][added: (4%).]

These [removed: recent] divestitures [removed: are part of] [added: reflect] the Company's [added: ongoing] strategic commitment to simplify and streamline its portfolio to focus on its leading market positions in tools and outdoor, as well as engineered fastening systems.

[removed: Leveraging the benefits of a more focused portfolio,] [added: In mid-2022,] the Company initiated a business transformation [removed: in mid-2022] that [removed: includes] [added: included] reinvestment for faster growth as well as a [removed: $2.0 billion] Global Cost Reduction Program [removed: through 2025.][added: designed to achieve $2.0 billion of pre-tax run-rate cost savings by optimizing its cost base across its supply chain and selling, general, and administrative (“SG&A”) functions.]

[removed: In terms of capital allocation, the] [added: The] Company [added: also] remains committed, over time, to [removed: returning excess capital to shareholders through] [added: maintaining] a strong and growing dividend [removed: as well as] [added: and has] a preference toward [removed: opportunistically repurchasing shares.][added: opportunistic share repurchases.]

The Company [removed: has accordingly focused its] [added: continues to focus on] sustainability efforts [removed: to better] [added: that] align with [removed: this] [added: its] business strategy.

To learn more about the Company’s sustainability strategy and sustainability efforts, please view the [removed: most recent Impact Report on the Company's website.]

The Company’s operations are classified into two reportable business segments: Tools & Outdoor and [removed: Industrial.][added: Engineered Fastening.]

Annual revenues in the Tools & Outdoor segment were [removed: $13.3] [added: $13.2] billion in [removed: 2024,] [added: 2025,] representing 87% of the Company’s total revenues.

The Outdoor product line primarily sells corded and cordless electric lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, pressure washers and related accessories, and gas powered lawn and garden products, including lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, hand-held outdoor power equipment, garden tools, and parts and accessories to professionals and consumers [added: primarily] under the DEWALT®, CRAFTSMAN®, CUB CADET®, BLACK+DECKER®, and HUSTLER® brand names.

The [removed: Industrial] [added: Engineered Fastening] segment is comprised of the Engineered Fastening business and [added: included] the Infrastructure business prior to its sale in April 2024.

Annual revenues in the [removed: Industrial segment, inclusive of the Infrastructure business through the date of sale,] [added: Engineered Fastening segment] were [removed: $2.1] [added: $2.0] billion in [removed: 2024,] [added: 2025,] representing 13% of the Company’s total revenues.

The business primarily sells highly engineered components such as fasteners, fittings and various engineered products, which are designed for specific [removed: application] [added: applications] across multiple verticals.

The product [removed: lines] [added: categories] include externally threaded fasteners, blind rivets and tools, blind inserts and tools, drawn arc weld studs and systems, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, high-strength structural fasteners, axel swage, latches, heat shields, pins, and [removed: couplings.]

The Company encounters active competition in the Tools & Outdoor and [removed: Industrial] [added: Engineered Fastening] segments from both larger and smaller companies that offer the same or similar products and services or that produce different products appropriate for the same uses.

[removed: Lowe's] [added: The Home Depot] accounted for approximately [removed: 14%, 14% and] 15% [added: and 14%] of the Company's consolidated net sales in [removed: 2024, 2023] [added: 2025] and [removed: 2022,] [added: 2024,] respectively, while [removed: The Home Depot] [added: Lowe's] accounted for approximately [removed: 14%, 13%] [added: 12%] and [removed: 13%] [added: 14%] of the Company's consolidated net sales in [removed: 2024, 2023] [added: 2025] and [removed: 2022,] [added: 2024,] respectively.

No other customer exceeded 10% of the Company's consolidated net sales in [removed: 2024, 2023] [added: 2025] or [removed: 2022.][added: 2024.]

[removed: The Company continues to practice the operating principles encompassed by] Operational Excellence, one [removed: element] of the [removed: supply chain transformation, leveraging] [added: Company's core imperatives, leverages] the principles of sales and operations planning, operational lean, global supply management, order-to-cash excellence, and upskilling the Company's workforce.

The Company plans to continue leveraging Operational Excellence to [removed: generate] [added: drive] ongoing improvements in working capital [removed: turns,] [added: and cash flow generation by focusing on strategic inventory management, reducing] cycle times, and [added: improving] customer service levels.

The Company does not anticipate difficulties in obtaining supplies for any raw materials used in its production processes and has maintained the proactive measures [removed: taken in 2022] to secure [added: global] energy supply [removed: in its European factories to insulate] [added: insulating] the Company's production from supply [removed: constraints in the region.][added: constraints.]

In the Tools & Outdoor segment, significant trademarks include DEWALT®, CRAFTSMAN®, STANLEY®, BLACK+DECKER®, DEWALT FLEXVOLT®, DEWALT POWERSTACK®, DEWALT POWERSHIFT™, IRWIN®, LENOX®, PORTER-CABLE®, BOSTITCH®, FATMAX®, Powers®, Guaranteed Tough®, MAC TOOLS®, PROTO®, Vidmar®, FACOM®, Expert®, [added: CribMaster®,] LISTA®, MTD®, CUB CADET®, TROY-BILT®, HUSTLER®, and the yellow & black color scheme for power tools and accessories.

Significant trademarks in the [removed: Industrial] [added: Engineered Fastening] segment include STANLEY®, NELSON®, [removed: CribMaster®,] POP®, Avdel®, Tucker®, NPR®, Spiralock®, [removed: CAM®, Bristol Industries®, Voss™, Aerofit™, EA Patten™,] Integra®, and Optia®.

Research and development costs, which are classified in Selling, general and administrative ("SG&A"), were [added: $321.4 million and] $328.8 [removed: million, $362.0] million [added: for fiscal years 2025] and [removed: $357.4 million,] [added: 2024, respectively,] or [removed: 2.1%, 2.3%, and] 2.1% of net [removed: sales, for fiscal years 2024, 2023 and 2022, respectively.][added: sales in both years.]

The Company is subject to import and export controls, tariffs, and other [added: trade-related regulations and restrictions in the countries in which it has operations or otherwise does business.]

As of [removed: December 28, 2024] [added: January 3, 2026] and December [removed: 30, 2023,] [added: 28, 2024,] the Company had reserves of [removed: $275.4] [added: $259.2] million and [removed: $124.5] [added: $275.4] million, respectively, for remediation activities associated with Company-owned properties, as well as for Superfund sites, for losses that are probable and estimable.

Of the [removed: 2024] [added: 2025] amount, [removed: $51.4] [added: $69.5] million is classified as current within Accrued expenses and [removed: $224.0] [added: $189.7] million as long-term within Other liabilities, which is expected to be paid over the estimated remediation period.

As of [removed: December 28, 2024,] [added: January 3, 2026,] the Company has recorded [removed: $17.4] [added: $15.6] million in Other assets related to funding by the Environmental Protection Agency ("EPA") and monies received have been placed in trust in accordance with the Consent Decree associated with the West Coast Loading Corporation ("WCLC") proceedings, as further discussed in *Note R, Contingencies*, of the *Notes to Consolidated Financial Statements* in *Item 8*.

Accordingly, the Company's net cash obligation as of [removed: December 28, 2024] [added: January 3, 2026] associated with the aforementioned remediation activities is [removed: $258.0] [added: $243.6] million.

As of [removed: December 28, 2024,] [added: January 3, 2026,] the range of environmental remediation costs that is reasonably possible is [removed: $191.5] [added: $179.1] million to [removed: $408.1] [added: $395.7] million, which is subject to change in the near term.

[removed: It begins with] [added: The Company’s human capital management approach is guided by] its [removed: Purpose] [added: purpose] (why we do what we do), [removed: Values] [added: values] (intrinsically what we prioritize), [removed: Leadership Behaviors] [added: leadership capabilities] (how we [removed: lead), Focus Forward Priorities] [added: lead to drive growth), core imperatives] (what we [removed: work] [added: focus] on), [removed: Operating Model] [added: operating model] (how we work), and [removed: Key Performance Indicators] [added: key performance indicators] (how we measure success).

The [removed: priorities and core] focus areas [added: that will guide this journey forward] include a strong foundation of attracting, developing and retaining talent, building organizational capabilities, [removed: and] evolving the Company's [removed: culture.][added: culture in line with the business strategy and values and enabling Human Resources functional excellence.]

[removed: The objective is focused on attracting, developing] [added: To drive this focus] and [removed: retaining the] [added: build a] workforce [removed: of] [added: that can execute its strategy,] the [removed: future with] [added: Company prioritizes attracting, developing, and retaining] top talent across the Company, so that it can serve its customers and end users with best-in-class brands and innovation.

As of [removed: December 28, 2024,] [added: January 3, 2026,] the Company had approximately [removed: 48,500] [added: 43,500] employees in [removed: 60] [added: 59] countries.

Approximately [removed: 33%] [added: 35%] of total employees were employed in the U.S. In addition, the Company had approximately [removed: 8,100] [added: 6,300] temporary contractors globally, primarily in operations.

The employee workforce is comprised of approximately [removed: 69%] [added: 66%] hourly-paid employees, principally in manufacturing and distribution centers, and [removed: 31%] [added: 34%] salaried employees.

As of [removed: December 28, 2024,] [added: January 3, 2026,] there were approximately [removed: 900] [added: 840] U.S. employees [removed: covered] [added: represented] by [removed: collective bargaining agreements dispersed among 8] [added: 9] different local labor unions, and a majority of European employees are represented by Works Councils.

[removed: Three] [added: One] U.S. collective bargaining [removed: agreements are] [added: agreement is] scheduled for renegotiation in the next 12 months.

In [removed: 2024,] [added: 2025,] the Company continued to [removed: invest in developing a] [added: expand its] global talent acquisition center of excellence, building on the work started in 2022 within the regions to better focus on [added: acquiring top talent and addressing] skill shortages locally, while providing a consistent, candidate experience.

The Company also [removed: commenced] [added: continued] work to develop an Employee Value Proposition and Employer Brand to help articulate Company values and culture to potential candidates in the attraction [removed: process.][added: process, which it expects to begin launching in the first quarter of 2026.]

Talent development [removed: is] [added: continues to be] a key enabler of the [removed: People & Culture pillar of the] Company's [removed: Focus Forward] strategy.

Most recently, the Company announced in December 2025 that it had entered into a definitive agreement to sell its Consolidated Aerospace Manufacturing ("CAM") business for $1.8 billion in cash.

The Company completed this program as of the end of 2025 and generated approximately $2.1 billion of pre-tax run-rate savings, exceeding the original program target.

The Company is guided by its mission to build a world-class branded industrial company, by solving end users’ most pressing and complex challenges.

The strategy to achieve this mission is anchored by three core imperatives: activating our brands with purpose, driving operational excellence, and accelerating innovation.

Activating our brands with purpose is rooted by the Company's 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 Company's platforming method 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 organization, focused on its core imperatives, the Company is well-positioned to drive performance towards its long-term financial targets as further discussed in *"Strategic Objectives"* in *Item 7*.

In terms of capital allocation, the Company’s top priority is funding organic growth investments that drive long-term value.

In the near-term, the Company intends to utilize the net proceeds from the pending CAM divestiture to reduce debt.

most recent Impact Report on the Company's website.

In the first quarter of 2025, the Industrial segment was renamed “Engineered Fastening” as a result of a more focused portfolio following recent divestitures.

The Engineered Fastening segment name change is to the name only and had no impact on the Company’s consolidated financial statements or segment results.

Engineered Fastening

couplings.

Significant trademarks related to the CAM business, within the Engineered

Fastening segment, include CAM®, Bristol Industries®, Voss™, Aerofit™, and EA Patten™.

During 2025, the Company achieved 20% faster product development by leveraging a rigorous implementation of the platforming method, which utilizes modularity combined with specialization to deliver uncompromised productivity and value.

To achieve its mission of building a world-class branded industrial company and solving end users' most pressing and complex challenges, the Company continues its focus on human capital management to grow as an employer of choice with leading market positions in each of its major categories.

To achieve this, the Company is committed to cultivating an environment where employees feel connected to its mission and to one another.

In addition, the Company has developed a new Stanley Black & Decker Leader Profile, which lays out a distinct set of capabilities and behaviors meant not only for executives but all employees.

Additionally, the Company continues to work with a dedicated focus on improving the candidate journey and increasing manager capabilities to facilitate a more effective approach to the recruitment process.

This improved approach includes everything from attraction through onboarding with a more efficient application process and streamlined interviews and communication for job seekers.

Building on its foundation of clearly defined goals and performance feedback, the Company expanded its process in 2025 to include a dedicated mid-year performance and development conversation.

This enhancement facilitated meaningful conversations between eligible employees and their managers focused on strengths, growth opportunities and development goals, reflecting its commitment to ongoing growth.

By continuing to evolve the process introduced in late 2023, the Company is further enhancing the achievement of personal and business goals through a regular cycle of feedback and employee development.

In 2025, salaried employees completed more than 89,500 courses and programs, resulting in over 67,000 hours of training, through a combination of in-person and online learning.

Through digital learning, the Company delivers on-demand visual training to empower employees with flexible, accessible, and relevant learning opportunities that support personal growth, compliance, and organizational success while ensuring the Company remains competitive and innovative.

The Company’s leadership development is anchored in its core values and newly-introduced strategic capabilities aligned to drive the business strategy.

These capabilities, Customer Centricity, Enterprise Mindset, Change Leadership and People Focus, are the foundation of how the Company’s leaders can drive growth in their daily work interactions.

Throughout 2025, the Company cultivated understanding and embedded these leadership capabilities across performance and development processes.

In addition, the Company has invested in deploying development programs to build skill and capability in these areas, including feedback, coaching skills, and inclusive leadership.

The Company maintained its track record of a strong participation rate with its 2025 employee engagement survey.

The recent implementation of robust leader dashboards enables the Human Resources data team to regularly deliver new metrics, reports and dashboards related to headcount, hiring and retention.

These enhanced tools empower leaders with timely, value-driven insights from people data, supporting informed decision-making and ongoing organizational improvement.

Program designs incorporate both global and market-specific considerations that are externally competitive and internally equitable for employees, reflecting the Company’s commitment to attract, engage and retain a high caliber workforce.

For a sizable portion of the Company’s workforce, its programs also differentiate talent impact and drive/reinforce positive business outcomes through incentive awards, promote an ownership mindset and enable mobility across our workforce.

The Company’s primary areas of multi-year strategic focus remain unchanged as follows:

- Advancing innovation, electrification and global market penetration to achieve mid-single digit organic revenue growth (2 to 3 times the market);

- Streamlining and simplifying the organization, and investing in initiatives that more directly impact the Company's customers and end users;

- Returning adjusted gross margins to historical 35%+ levels by accelerating the operations and supply chain transformation to improve fill rates and better match inventory with customer demand; and

- Prioritizing cash flow generation and inventory optimization.

In the near term, the Company intends to direct any capital in excess of the quarterly dividend on its common stock toward debt reduction and internal growth investments.

The Company’s business strategy is designed to drive long-term value for its stakeholders by creating a simplified and focused organization, investing in core growth and innovation to be a market leader, and delivering for its customers, end users and shareholders.

Industrial

Working capital turns were 4.9 at the end of 2024, up 0.7 turns from 2023, driven by the Company's continued focus on strategic inventory management and working capital efficiency.

The 2024 investment reflects a modest decline versus prior year due to the Infrastructure divestiture and more focused spend in the outdoor product line.

trade-related regulations and restrictions in the countries in which it has operations or otherwise does business.

The Company has a strategic vision to grow as an employer of choice with leading market positions in each of its major categories.

The Company’s human capital management fuels every part of the path to this vision, supporting long-term growth.

To achieve this vision, the Company will continue to focus intently on its Focus Forward strategy, which details the long-term focus areas that will guide the journey forward.

The People & Culture pillar of this strategy is something that everyone is responsible for – especially people managers.

To drive this focus and build a workforce that can execute its Focus Forward strategy, the Company introduced a new People goal.

To do this, the Company strives to create an environment that drives increased employee engagement.

Additionally, the Company continues to work with a dedicated focus on improving the candidate experience, from attraction through onboarding to enhance the ease of application for job seekers.

The Company plans to continue this work through 2025.

This work is expected to continue into 2025.

A foundation of development includes clearly defined goals and performance feedback.

The new process started in the fourth quarter of 2023 and was implemented in 2024.

This shift is designed to ultimately improve leader and employee feedback skills and facilitate a continuous cycle of feedback and employee development, enabling employees to grow and develop while enhancing their overall experience.

Lifelong learning is supported through a combination of the Company's internal human capital management system and external third-party providers.

Through digital learning technology, the Company delivers on-demand visual training on how to get things done right.

In 2024, the program had over 5,000 published knowledge videos with approximately 89,000 views.

The Company’s leadership development is anchored in values that highlight important attributes like agility, integrity, and accountability.

These practices provide valuable feedback and insights to leaders on their strengths and opportunities, as well as offer information on enterprise talent strength to help further shape leadership development.

In 2024, the Company strove to advance leadership capability anchored to its values and priorities with the launch of a new in-person manager training for over 2,000 leaders globally.

This framework will focus on accelerating the development of the Company’s current and future leaders and building competencies in all employees to further its Focus Forward strategy.

The Company recently improved its Human Capital Management tool which will enable the Company’s Human Resources data team to continuously share new metrics, reports and dashboards related to headcount, hiring, and retention to provide value-driven insight from people data.

Program designs incorporate both global and country-specific considerations to effectively attract, retain, and reward employees.

The Company’s portfolio of

programs is designed to deliver market-competitive remuneration aligned with shareholder interests and supports internal talent objectives.

In addition to standard compensation and benefits packages, a sizable portion of managers and select individual contributors are eligible to earn annual incentive payouts contingent on the achievement of business objectives, and employees are generally eligible for special recognition awards.

Through its “Grow the Trades” program, the Company has maintained its commitment to reducing the tradesperson deficit and continues to invest in education and upskilling programs for skilled trades through strategic partnerships with non-profits across the regions in which it operates.

The Company believes that the increase in demand for tradespeople —driven, in part, by investments in infrastructure, an increased need for additional housing, and a shortage of trained craftspeople—is creating a significant influx of opportunities for individuals coming into the skilled trades.

Against this backdrop, the Company has advanced initiatives designed to provide both new and experienced workers with the necessary training, products, and solutions they need to succeed in the industry.

This includes facilitating networking, education, and support initiatives for specialized trade skills in pipe, mechanical, concrete, finishing and electrical.

Since the Company introduced its goal to invest $30 million over 5 years (by 2027) into programs that train tradespeople, it has invested over $19 million, which includes a mix of its hand and power tools as well as financial support.

As previously disclosed, on January 19, 2024, the Company was notified by the Compliance and Field Operations Division (the “Division”) of the Consumer Product Safety Commission (“CPSC”) that the Division [removed: intends] [added: intended] to recommend the imposition of a civil penalty of approximately $32 million for alleged untimely reporting in relation to certain utility bars and miter saws that were subject to voluntary recalls in September 2019 and March 2022, respectively.

The Company believes there are defenses to the Division’s [removed: claims] [added: claims,] and has presented its defenses in a meeting with the Division on February 29, [removed: 2024,] [added: 2024] and in a written submission dated March 29, 2024.

In December 2024, the CPSC requested that the Company reproduce documents previously provided to the CPSC following changes to the agency’s electronic file sharing [removed: system.][added: system, and the Company reproduced the requested documents to the CPSC.]

[removed: or the DOJ in relation to this matter since then and therefore is not in a position to assess the likelihood of any] potential loss or adverse effect on its financial condition or to estimate the amount [added: or range] of potential [removed: loss,] [added: losses,] if any, from this [removed: matter.][added: action.]

Stanley Black & Decker, Inc., et al*., Case No. 3:23-cv-00369-KAD (the “*Rammohan* Class Action”), was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers and [removed: directors.][added: directors (together, “Defendants”).]

The complaint [removed: asserts] [added: asserted] violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on allegedly false and misleading statements related to consumer demand for the Company’s products amid changing COVID-19 trends and macroeconomic conditions.

The complaint [removed: seeks] [added: sought] unspecified damages and an award of costs and expenses.

On October 13, 2023, Lead Plaintiff General Retirement System of the City of Detroit filed an Amended Complaint that [removed: asserts] [added: asserted] the same claims and seeks the same forms of relief as the original complaint.

[removed: The Company intends to vigorously defend this action in all respects and on] [added: On] December 14, 2023, [added: Defendants] filed a motion to dismiss the Amended Complaint in its entirety.

Given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any [removed: potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.]

Government Litigation

Counsel for the Company and DOJ met to discuss the parties' positions.

On December 22, 2025, DOJ filed suit in the U.S. District Court for the District of Maryland related to the matter, naming Black & Decker (U.S.) Inc. as a defendant.

The Company believes that it took timely and appropriate action and intends to vigorously defend itself against the claims brought by DOJ.

The Company does not expect that any sum it may have to pay in connection with this matter, including any reserved amount, will have a materially adverse effect on its financial position, results of operations or liquidity.

Briefing on that motion concluded on April 5, 2024.

Following the recent decision of the United States Court of Appeals for the Second Circuit in *City of Hialeah Employees’ Retirement System v.

Peloton Interactive, Inc.*, No. 24-2803 (2d Cir.

2025), Lead Plaintiff informed Defendants that it wished to further amend its complaint.

Pursuant to a stipulation between the parties, so ordered by the District Court on September 30, 2025, Lead Plaintiff provided Defendants with a proposed second amended complaint on October 30, 2025, and Defendants consented to its filing.

Lead Plaintiff subsequently filed its Second Amended Complaint on November 14, 2025, asserting the same claims on behalf of the same putative class and seeking the same forms of relief as the prior complaints.

Defendants filed a renewed motion to dismiss on December 18, 2025.

Lead Plaintiff filed its opposition to Defendants’ renewed motion to dismiss on January 29, 2026, and Defendants filed a reply in support of their renewed motion to dismiss on February 19, 2026.

The Company intends to vigorously defend this action in all respects.

Government Investigations

The Company has reproduced the requested documents to the CPSC.

The Company has not heard anything further from the CPSC

The Company is in the process, with the assistance of professional advisors, of reviewing and further enhancing relevant policies, procedures, and controls.

Briefing on that motion concluded on April 5, 2024, and the Company awaits a decision on that motion.

For the fiscal year ended [removed: December 28, 2024][added: January 3, 2026]

As of June [removed: 28, 2024,] [added: 27, 2025,] the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $12.3] [added: $10.5] billion based on the New York Stock Exchange closing price for such shares on that date.

On February [removed: 11, 2025,] [added: 16, 2026,] the registrant had [removed: 154,413,950] [added: 155,079,468] shares of common stock outstanding.

Portions of the registrant’s definitive proxy statement relating to its [removed: 2025] [added: 2026] annual meeting of shareholders (the [removed: "2025] [added: "2026] Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

The [removed: 2025] [added: 2026] Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

| ITEM 1. | | | [removed: [BUSINESS](#i1f10dfec762842538feec7850ad3f14d_13)] [added: [BUSINESS](#ie10dc497c54e46e1a7b82c34e06e1f6e_13)] | | | [removed: [3](#i1f10dfec762842538feec7850ad3f14d_13)] [added: [3](#ie10dc497c54e46e1a7b82c34e06e1f6e_13)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i1f10dfec762842538feec7850ad3f14d_16)] [added: FACTORS](#ie10dc497c54e46e1a7b82c34e06e1f6e_16)] | | | [removed: [9](#i1f10dfec762842538feec7850ad3f14d_16)] [added: [9](#ie10dc497c54e46e1a7b82c34e06e1f6e_16)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i1f10dfec762842538feec7850ad3f14d_19)] [added: COMMENTS](#ie10dc497c54e46e1a7b82c34e06e1f6e_19)] | | | [removed: [22](#i1f10dfec762842538feec7850ad3f14d_19)] [added: [22](#ie10dc497c54e46e1a7b82c34e06e1f6e_19)] | | |

| ITEM 1C. | | | [removed: [CYBERSECURITY](#i1f10dfec762842538feec7850ad3f14d_22)] [added: [CYBERSECURITY](#ie10dc497c54e46e1a7b82c34e06e1f6e_22)] | | | [removed: [22](#i1f10dfec762842538feec7850ad3f14d_22)] [added: [22](#ie10dc497c54e46e1a7b82c34e06e1f6e_22)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i1f10dfec762842538feec7850ad3f14d_25)] [added: [PROPERTIES](#ie10dc497c54e46e1a7b82c34e06e1f6e_25)] | | | [removed: [24](#i1f10dfec762842538feec7850ad3f14d_25)] [added: [25](#ie10dc497c54e46e1a7b82c34e06e1f6e_25)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i1f10dfec762842538feec7850ad3f14d_28)] [added: PROCEEDINGS](#ie10dc497c54e46e1a7b82c34e06e1f6e_28)] | | | [removed: [24](#i1f10dfec762842538feec7850ad3f14d_28)] [added: [25](#ie10dc497c54e46e1a7b82c34e06e1f6e_28)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i1f10dfec762842538feec7850ad3f14d_31)] [added: DISCLOSURES](#ie10dc497c54e46e1a7b82c34e06e1f6e_31)] | | | [removed: [25](#i1f10dfec762842538feec7850ad3f14d_31)] [added: [26](#ie10dc497c54e46e1a7b82c34e06e1f6e_31)] | | |

| ITEM 5. | | | [MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i1f10dfec762842538feec7850ad3f14d_37)] [added: SECURITIES](#ie10dc497c54e46e1a7b82c34e06e1f6e_37)] | | | [removed: [27](#i1f10dfec762842538feec7850ad3f14d_37)] [added: [28](#ie10dc497c54e46e1a7b82c34e06e1f6e_37)] | | |

| ITEM 6. | | | [REMOVED AND [removed: RESERVED](#i1f10dfec762842538feec7850ad3f14d_40)] [added: RESERVED](#ie10dc497c54e46e1a7b82c34e06e1f6e_40)] | | | [removed: [29](#i1f10dfec762842538feec7850ad3f14d_40)] [added: [30](#ie10dc497c54e46e1a7b82c34e06e1f6e_40)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i1f10dfec762842538feec7850ad3f14d_43)] [added: OPERATIONS](#ie10dc497c54e46e1a7b82c34e06e1f6e_43)] | | | [removed: [29](#i1f10dfec762842538feec7850ad3f14d_43)] [added: [30](#ie10dc497c54e46e1a7b82c34e06e1f6e_43)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i1f10dfec762842538feec7850ad3f14d_58)] [added: RISK](#ie10dc497c54e46e1a7b82c34e06e1f6e_58)] | | | [removed: [49](#i1f10dfec762842538feec7850ad3f14d_58)] [added: [50](#ie10dc497c54e46e1a7b82c34e06e1f6e_58)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i1f10dfec762842538feec7850ad3f14d_61)] [added: DATA](#ie10dc497c54e46e1a7b82c34e06e1f6e_61)] | | | [removed: [49](#i1f10dfec762842538feec7850ad3f14d_61)] [added: [50](#ie10dc497c54e46e1a7b82c34e06e1f6e_61)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING [removed: AND](#i1f10dfec762842538feec7850ad3f14d_64)] [added: AND](#ie10dc497c54e46e1a7b82c34e06e1f6e_64)] [FINANCIAL [removed: DISCLOSURE](#i1f10dfec762842538feec7850ad3f14d_64)] [added: DISCLOSURE](#ie10dc497c54e46e1a7b82c34e06e1f6e_64)] | | | [removed: [49](#i1f10dfec762842538feec7850ad3f14d_64)] [added: [50](#ie10dc497c54e46e1a7b82c34e06e1f6e_64)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i1f10dfec762842538feec7850ad3f14d_67)] [added: PROCEDURES](#ie10dc497c54e46e1a7b82c34e06e1f6e_67)] | | | [removed: [50](#i1f10dfec762842538feec7850ad3f14d_67)] [added: [50](#ie10dc497c54e46e1a7b82c34e06e1f6e_67)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i1f10dfec762842538feec7850ad3f14d_70)] [added: INFORMATION](#ie10dc497c54e46e1a7b82c34e06e1f6e_70)] | | | [removed: [50](#i1f10dfec762842538feec7850ad3f14d_70)] [added: [50](#ie10dc497c54e46e1a7b82c34e06e1f6e_70)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i1f10dfec762842538feec7850ad3f14d_73)] [added: INSPECTIONS](#ie10dc497c54e46e1a7b82c34e06e1f6e_73)] | | | [removed: [50](#i1f10dfec762842538feec7850ad3f14d_73)] [added: [50](#ie10dc497c54e46e1a7b82c34e06e1f6e_73)] | | |

| [PART [removed: III](#i1f10dfec762842538feec7850ad3f14d_76)] [added: III](#ie10dc497c54e46e1a7b82c34e06e1f6e_76)] | | | | | | | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE [removed: REGISTRANT](#i1f10dfec762842538feec7850ad3f14d_79)] [added: REGISTRANT](#ie10dc497c54e46e1a7b82c34e06e1f6e_79)] | | | [removed: [51](#i1f10dfec762842538feec7850ad3f14d_79)] [added: [51](#ie10dc497c54e46e1a7b82c34e06e1f6e_79)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i1f10dfec762842538feec7850ad3f14d_82)] [added: COMPENSATION](#ie10dc497c54e46e1a7b82c34e06e1f6e_82)] | | | [removed: [52](#i1f10dfec762842538feec7850ad3f14d_82)] [added: [52](#ie10dc497c54e46e1a7b82c34e06e1f6e_82)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i1f10dfec762842538feec7850ad3f14d_85)] [added: MATTERS](#ie10dc497c54e46e1a7b82c34e06e1f6e_85)] | | | [removed: [52](#i1f10dfec762842538feec7850ad3f14d_85)] [added: [52](#ie10dc497c54e46e1a7b82c34e06e1f6e_85)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i1f10dfec762842538feec7850ad3f14d_88)] [added: INDEPENDENCE](#ie10dc497c54e46e1a7b82c34e06e1f6e_88)] | | | [removed: [54](#i1f10dfec762842538feec7850ad3f14d_88)] [added: [54](#ie10dc497c54e46e1a7b82c34e06e1f6e_88)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i1f10dfec762842538feec7850ad3f14d_91)] [added: SERVICES](#ie10dc497c54e46e1a7b82c34e06e1f6e_91)] | | | [removed: [54](#i1f10dfec762842538feec7850ad3f14d_91)] [added: [54](#ie10dc497c54e46e1a7b82c34e06e1f6e_91)] | | |

| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULE](#i1f10dfec762842538feec7850ad3f14d_97)] [added: SCHEDULE](#ie10dc497c54e46e1a7b82c34e06e1f6e_97)] | | | [removed: [54](#i1f10dfec762842538feec7850ad3f14d_97)] [added: [54](#ie10dc497c54e46e1a7b82c34e06e1f6e_97)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i1f10dfec762842538feec7850ad3f14d_103)] [added: SUMMARY](#ie10dc497c54e46e1a7b82c34e06e1f6e_103)] | | | [removed: [56](#i1f10dfec762842538feec7850ad3f14d_103)] [added: [56](#ie10dc497c54e46e1a7b82c34e06e1f6e_103)] | | |

| [PART I](#ie10dc497c54e46e1a7b82c34e06e1f6e_10) | | | | | | | | |

| | | | [INFORMATION ABOUT OUR EXECUTIVE OFFICERS](#ie10dc497c54e46e1a7b82c34e06e1f6e_1930) | | | [27](#ie10dc497c54e46e1a7b82c34e06e1f6e_1930) | | |

| [PART II](#ie10dc497c54e46e1a7b82c34e06e1f6e_34) | | | | | | | | |

| [PART IV](#ie10dc497c54e46e1a7b82c34e06e1f6e_94) | | | | | | | | |

| SIGNATURES | | | | | | [115](#ie10dc497c54e46e1a7b82c34e06e1f6e_205) | | |

| EX-10.25 | | | | | | | | |

| EX-10.26 | | | | | | | | |

| EX-10.27 | | | | | | | | |

| [PART I](#i1f10dfec762842538feec7850ad3f14d_10) | | | | | | | | |

| [PART II](#i1f10dfec762842538feec7850ad3f14d_34) | | | | | | | | |

| [PART IV](#i1f10dfec762842538feec7850ad3f14d_94) | | | | | | | | |

| SIGNATURES | | | | | | [118](#i1f10dfec762842538feec7850ad3f14d_208) | | |

The Board [added: and Audit Committee] also [removed: receives quarterly] [added: receive regular] briefings [added: (at least annually)] from members of management responsible for cybersecurity and digital risk management for the Company, including the Vice President and Chief Information Officer (the “CIO”), Chief Information Security Officer (the “CISO”) and Senior Vice President, General Counsel and Secretary (the “General Counsel”), as well as third-party cybersecurity advisors, on the Company’s cybersecurity program, including data protection and cybersecurity risks and the Company’s new and existing cyber risk controls intended to mitigate them, as appropriate.

The Company has protocols and procedures by which certain cybersecurity incidents are escalated within the Company and, where appropriate, reported promptly to the [added: Audit Committee and the full] Board.

The Senior Risk Council has broad oversight of the Company’s risk management [removed: processes,] [added: processes] and is also responsible for the assessment and management of risks from cybersecurity threats.

The Senior Risk Council is comprised of senior management personnel representing different functional and business areas, including the Chief Executive Officer; Chief [removed: Operating] [added: Financial] Officer [removed: ("COO");] [added: &] Chief [removed: Financial Officer;] [added: Administrative Officer ("CFO");] General Counsel; Treasurer; and CIO, as well as other senior business leaders.

The Senior Risk Council meets regularly to discuss the risk management measures implemented by the Company, including measures to identify and mitigate data protection and cybersecurity [removed: risks.][added: risks and the broader cybersecurity risk landscape.]

The CISO reports directly to the CIO who in turn reports directly to the [removed: COO.][added: CFO.]

The Company's Cyber Security Office, led by the CISO, is responsible for [removed: the implementation,] monitoring, [added: maintaining] and [removed: maintenance] [added: supporting the implementation] of cybersecurity governance, operations and data protection practices across the Company.

The team also holds a number of industry recognized certifications such as Certified Information Systems Security Professional, Certified Information Security Manager, Certified in Risk and Information Systems Control, Certified Information Systems Auditor, Certified [removed: Network Defense Architect, Certified] Cloud Security Professional, Certified Secure Software Lifecycle Professional, [added: Computer Hacking Forensic Investigator] and Certified Ethical Hacker, among others.

Through the ongoing communications among these teams, the CISO, in coordination with the legal department and the Senior Risk Council, monitor the prevention, detection, mitigation and remediation of cybersecurity incidents, and report such incidents to the [added: Audit Committee and the full] Board when appropriate, as discussed above.

As part of the Company’s cybersecurity risk management strategy, the Company takes measures to test and improve its cybersecurity program, including reviewing and updating the information technology policies and IRP, engaging independent [added: third-party consultants to conduct regular assessments of its cyber security maturity against industry best practice frameworks and recommend program enhancements, and conducting tabletop exercises.]

The assessment summaries and action plans are shared with the [removed: Board] [added: Audit Committee] as part of the regular briefings provided by the CIO and [removed: CISO.][added: CISO, and in turn the Audit Committee Chair regularly updates the full Board on such briefings.]

Updates on third-party service provider risks are included in regular briefings to the Senior Risk Council by the CISO and CIO and escalated to the [added: Audit Committee and the full] Board as appropriate.

The Company has invested and continues to invest in risk management and information security and data [removed: privacy] [added: protection] measures it believes are appropriate to protect its systems and data, including employee and critical service provider training, organizational investments, incident response plans, tabletop exercises and technical defenses.

The Audit Committee also monitors cybersecurity risk as part of its oversight of financial risk exposures.

This responsibility had been previously delegated to the Audit Committee.

third-party consultants to conduct regular assessments of its cyber security maturity against industry best practice frameworks and recommend program enhancements, and conducting tabletop exercises.

As of [removed: December 28, 2024,] [added: January 3, 2026,] the Company and its subsidiaries owned or leased significant facilities used for manufacturing, distribution and sales offices in [removed: 19] [added: 18] states and 21 countries.

The Company has [removed: 112] [added: 108] facilities including its corporate headquarters that are larger than 100,000 square feet, as follows:

| Tools & Outdoor | | | [removed: 48] [added: 50] | | | | | | [removed: 44] [added: 40] | | | | | | [removed: 92] [added: 90] | | |

The combined size of these facilities is approximately [removed: 34] [added: 32] million square feet.

| Engineered Fastening | | | 11 | | | | | | 4 | | | | | | 15 | | |

| Total | | | 63 | | | | | | 45 | | | | | | 108 | | |

Of the 108 facilities above, there is one owned facility included in Engineered Fastening, which relates to the pending divestiture of the CAM business.

| Industrial | | | 13 | | | | | | 4 | | | | | | 17 | | |

| Total | | | 63 | | | | | | 49 | | | | | | 112 | | |

The following is a list of the executive officers of the Company as of February [removed: 18, 2025:][added: 24, 2026:]

| Donald Allan, Jr. [removed: (60)] [added: (61)] | | | | | | [added: Executive Chair since October 2025.] President and Chief Executive Officer [removed: since July 2022.] [added: (2022).] President and Chief Financial Officer (2021); Executive Vice President & Chief Financial Officer (2016); Senior Vice President and Chief Financial Officer (2010); Vice President and Chief Financial Officer (2009); Vice President and Corporate Controller (2002); Corporate Controller (2000); Assistant Controller (1999). | | | | | | 10/24/2006 | | |

| Patrick D. Hallinan [removed: (57)] [added: (58)] | | | | | | Executive Vice [added: President, Chief Financial Officer and Chief Administrative Officer since January 2026. Executive Vice] President and Chief Financial Officer [removed: since April 2023.] [added: (2023).] Executive Vice President and Chief Financial Officer, Fortune Brands Innovations, Inc. (formerly, Fortune Brands Home & Security, Inc.) (2017); Senior Vice President Finance, Fortune Brands Innovations, Inc. (2017); Vice President Finance and Chief Financial Officer, Moen Incorporated (2013). | | | | | | [removed: 4/21/2023] [added: 4/6/2023] | | |

| Christopher J. Nelson [removed: (54)] [added: (55)] | | | | | | [added: President and] Chief [added: Executive Officer since October 2025. Chief] Operating Officer, Executive Vice President and President, Tools & Outdoor [removed: since June 2023.] [added: (2023).] President, HVAC, Carrier Global Corporation (2020); President, Commercial HVAC, Carrier Global Corporation (2018); President, North America HVAC, Carrier Global Corporation (2012). | | | | | | 6/14/2023 | | |

| Deborah Wintner [removed: (56)] [added: (57)] | | | | | | Senior Vice President and Chief Human Resources Officer since August 2024. Senior Vice President of HR Operations, Chief Human Resources Officer of Tools & Outdoor (2023); Interim Chief Human Resources Officer (2022); Vice President, Global Human Resources, Stanley Security (2018). | | | | | | 8/13/2024 | | |

| William D. Beck (47) | | | | | | Senior Vice President and President, Tools & Outdoor since October 2025; Tools & Outdoor General Manager, Chief Growth Officer (2025), Chief Growth Officer, Tools & Outdoor (2024); Senior Vice President & Chief Marketing Officer, Elevance Health, Inc. (2019); Vice President & General Manager - Kitchen, Whirlpool Corporation (2017). | | | | | | 10/1/2025 | | |

| Francesca Campbell (42) | | | | | | Senior Vice President, General Counsel and Corporate Secretary since February 2026. Senior Vice President & Chief Legal Officer, Carrier Global Corporation (2024); Vice President, Chief M&A Counsel & Corporate Secretary, Carrier Global Corporation (2023); Vice President, Carrier Ventures, Chief M&A Counsel, Carrier Global Corporation (2021); Associate, Davis Polk & Wardwell LLP (2012). | | | | | | 2/16/2026 | | |

| Agustin Lopez Diaz (48) | | | | | | Senior Vice President, Chief Supply Chain Officer since December 2025. North America Supply Chain Officer, Schneider Electric (2024); Global Chief Sustainability, Customer Satisfaction and Quality Officer, Schneider Electric SE (2022); Group Chief Sustainability, Quality and Customer Satisfaction Officer, FORVIA (formerly Faurecia SE) (2018); Senior Executive Global General Manager, Quality and Technical Regulations and Standards, GE Power (2013). | | | | | | 12/15/2025 | | |

| | | | | | | | | | | | | | | |

| Tamer K. Abuaita (52) | | | | | | Global Chief Supply Chain Officer and President, Industrial since July 2024. Senior Vice President, Chief Supply Chain Officer (2022); Senior Vice President and Chief Supply Chain Officer, SC Johnson & Son, Inc. (2017). | | | | | | 4/6/2023 | | |

| Janet M. Link (55) | | | | | | Senior Vice President, General Counsel and Secretary since July 2017. Executive Vice President, General Counsel, JC Penney Company, Inc. (2015); Vice President, Deputy General Counsel, JC Penney Company, Inc. (2014); Vice President, Deputy General Counsel, Clear Channel Companies (2013). | | | | | | 7/19/2017 | | |

The Company increased its annual dividend per common share by $0.04 in [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] and intends to continue to pay quarterly dividends in [removed: 2025.][added: 2026.]

In July [removed: 2024,] [added: 2025,] the Company raised the quarterly dividend per common share, its [removed: 57th] [added: 58th] annual consecutive increase, which extended its record for the longest, consecutive quarterly and annual dividend payments among industrial companies listed on the NYSE.

As of [removed: January 30, 2025,] [added: February 16, 2026,] there were [removed: 7,920] [added: 7,571] holders of record of the Company’s common stock.

The following table provides information about the Company’s purchases of equity securities that are registered by the Company pursuant to Section 12 of the Securities Exchange Act of 1934 for the three months ended [removed: December 28, 2024:][added: January 3, 2026:]

| [removed: 2024] [added: 2025] | | | | | | Total Number Of Common Shares Purchased | | | | | | Average Price Paid Per Common Share | | | | | | Total Number Of Common Shares Purchased As Part Of A Publicly Announced Plan or Program | | | | | | (In Millions) Maximum Number Of Common Shares That May Yet Be Purchased Under The Program (a) | | |

| September [removed: 29] [added: 28] - November [removed: 2] [added: 1] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 20 | | |

| November [removed: 3] [added: 2] - November [removed: 30] [added: 29] | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | |

[removed: ][added: ]

| THE POINTS IN THE ABOVE TABLE ARE AS FOLLOWS: | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

The comparison assumes $100 invested at the closing price on December [removed: 27, 2019] [added: 31, 2020] in the Company’s common stock, S&P 500 Index, and S&P 500 Capital Goods Index.

| November 30 - January 3 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | |

| Stanley Black & Decker | | | $ | 100.00 | | | | | $ | 107.31 | | | | | $ | 44.07 | | | | | $ | 59.70 | | | | | $ | 50.83 | | | | | $ | 50.50 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 128.68 | | | | | $ | 105.36 | | | | | $ | 133.03 | | | | | $ | 168.79 | | | | | $ | 196.35 | |

| S&P 500 Capital Goods Index | | | $ | 100.00 | | | | | $ | 118.92 | | | | | $ | 118.60 | | | | | $ | 141.41 | | | | | $ | 175.21 | | | | | $ | 223.95 | |

| December 1 - December 28 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | |

| Stanley Black & Decker | | | $ | 100.00 | | | | | $ | 109.64 | | | | | $ | 117.65 | | | | | $ | 48.32 | | | | | $ | 65.45 | | | | | $ | 55.73 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 118.07 | | | | | $ | 151.93 | | | | | $ | 124.39 | | | | | $ | 157.06 | | | | | $ | 199.28 | |

| S&P 500 Capital Goods Index | | | $ | 100.00 | | | | | $ | 106.17 | | | | | $ | 126.26 | | | | | $ | 125.92 | | | | | $ | 150.14 | | | | | $ | 186.02 | |

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of [removed: December 28, 2024.][added: January 3, 2026.]

Management concluded that based on its assessment, the Company’s internal control over financial reporting was effective as of [removed: December 28, 2024.][added: January 3, 2026.]

Under the supervision and with the participation of management, including the Company’s President and Chief Executive Officer and its Executive Vice [removed: President and] [added: President,] Chief Financial [added: Officer and Chief Administrative] Officer, the Company has, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act).

Based upon that evaluation, the Company’s President and Chief Executive Officer and its Executive Vice [removed: President and] [added: President,] Chief Financial Officer [added: and Chief Administrative Officer] have concluded that, as of [removed: December 28, 2024,] [added: January 3, 2026,] the Company’s disclosure controls and procedures are effective.

There has been no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended [removed: December 28, 2024] [added: January 3, 2026] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the three months ended [removed: December 28, 2024,] [added: January 3, 2026,] no director or Section 16 officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Available on the Company's website at https://www.stanleyblackanddecker.com [removed: under] [added: in] the [removed: “Investors” heading] [added: “Governance” section] is the Code of Business Ethics applicable to all of its directors and officers, including the President and Chief Executive Officer, Executive Vice [removed: President and] [added: President,] Chief Financial [added: Officer and Chief Administrative] Officer, and Chief Accounting Officer, and employees worldwide, as well as the Supplemental Code of Ethics for CEO and Senior Financial Officers, applicable to the Company’s President and Chief Executive Officer, and all senior financial officers, including the Executive Vice [removed: President and] [added: President,] Chief Financial Officer and Chief [added: Administrative Officer, and Chief] Accounting Officer.

The information required by this Item is incorporated herein by reference to the information set forth under the sections entitled “Compensation Discussion & Analysis,” [removed: “2024] [added: “2025] Executive Compensation,” “Director Compensation,” and “Compensation and Talent Development Committee Report” of the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Compensation plans under which the Company’s equity securities are authorized for issuance at [removed: December 28, 2024] [added: January 3, 2026] follow:

(1)Consists of [removed: 5,918,571] [added: 5,928,076] shares underlying outstanding stock options (whether vested or unvested) with a weighted-average exercise price of [removed: $128.59] [added: $125.81] and a weighted-average remaining term of [removed: 5.8] [added: 5.3] years; [removed: 2,499,131] [added: 2,463,241] shares underlying time-vesting restricted stock units that have not yet vested and the maximum number of shares that will be issued pursuant to outstanding performance awards if all established goals are met; and [removed: 162,940] [added: 163,992] of shares earned but related to which participants elected deferral of delivery.

(3)Consists of [removed: 921,982 of] [added: 794,421] shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and [removed: 5,869,501] [added: 3,861,648] securities available for future grants under stock-based compensation plans.

(4)U.S. non-highly compensated employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the [removed: Employee Stock Ownership] [added: Retirement Account] Plan [removed: ("ESOP")] [added: ("RAP")] section of *Note K, Employee Benefit Plans,* of the *Notes to the Consolidated Financial Statements* in *Item 8.* The Company contributes an amount equal to one half of the employee contribution up to the first 7% of salary.

The same matching arrangement was provided for highly compensated salaried employees in the non-qualified plan, to the extent the match was not fully met in the qualified plan, except that the arrangement for these employees is outside of the [removed: ESOP,] [added: RAP,] and is [added: not funded in advance of]

The number of securities remaining available for issuance under the plans at [removed: December 28, 2024] [added: January 3, 2026] is not determinable, since the plans do not authorize a maximum number of securities.

| Equity compensation plans approved by security holders | | | | | | 8,555,309 | | | (1) | | | $ | 125.81 | | (2) | | | 4,656,069 | | | (3) | | |

| Total | | | | | | 8,555,309 | | | | | | $ | 125.81 | | | | | 4,656,069 | | | | | |

distributions.

| Equity compensation plans approved by security holders | | | | | | 8,580,642 | | | (1) | | | $ | 128.59 | | (2) | | | 6,791,483 | | | (3) | | |

| Total | | | | | | 8,580,642 | | | | | | $ | 128.59 | | | | | 6,791,483 | | | | | |

not funded in advance of distributions.

See Exhibit Index in this Annual Report on Form 10-K on page [removed: 112.][added: 109.]

(b) See Exhibit Index in this Annual Report on Form 10-K on page [removed: 112.][added: 109.]

| Schedule II — Valuation and Qualifying Accounts is included in Item 15 (page [removed: [57](#i1f10dfec762842538feec7850ad3f14d_106)).] [added: [57](#ie10dc497c54e46e1a7b82c34e06e1f6e_106)).] | | |

| Management’s Report on Internal Control Over Financial Reporting (page [removed: [58](#i1f10dfec762842538feec7850ad3f14d_109)).] [added: [58](#ie10dc497c54e46e1a7b82c34e06e1f6e_109)).] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 00042) — Financial Statement Opinion (page [removed: 59).] [added: 60).] | | |

| Consolidated Statements of Operations — fiscal years ended [added: January 3, 2026,] December 28, 2024, [removed: December 30, 2023,] and December [removed: 31, 2022] [added: 30, 2023] (page 62). | | |

| Consolidated Statements of Comprehensive Income (Loss) — fiscal years ended [added: January 3, 2026,] December 28, 2024, [removed: December 30, 2023,] and December [removed: 31, 2022] [added: 30, 2023] (page 63). | | |

| Consolidated Balance Sheets — [added: January 3, 2026 and] December 28, 2024 [removed: and December 30, 2023] (page 64). | | |

| Consolidated Statements of Cash Flows — fiscal years ended [added: January 3, 2026,] December 28, 2024, [removed: December 30, 2023,] and December [removed: 31, 2022] [added: 30, 2023] (page 65). | | |

| Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended [added: January 3, 2026,] December 28, 2024, [removed: December 30, 2023,] and December [removed: 31, 2022] [added: 30, 2023] (page [removed: 67).] [added: 66).] | | |

| Notes to Consolidated Financial Statements (page [removed: 68).] [added: 67).] | | |

Fiscal years ended [added: January 3, 2026,] December 28, 2024, [removed: December 30, 2023,] and December [removed: 31, 2022][added: 30, 2023]

| | | | Beginning Balance | | | | | | Charged To Costs And Expenses | | | | | | Charged To Other Accounts (b) | | | | | | [removed: (a) Deductions] [added: Deductions (a)] | | | | | | Ending Balance | | |

| Year Ended 2024 [removed: (c)] | | | $ | 1,046.9 | | | | | $ | 31.5 | | | | | $ | (1.0) | | | | | $ | (109.6) | | | | | $ | 967.8 | |

Management has assessed the effectiveness of Stanley Black & Decker, Inc.’s internal control over financial reporting as of [removed: December 28, 2024.][added: January 3, 2026.]

Management concluded that based on its assessment, Stanley Black & Decker, Inc.’s internal control over financial reporting was effective as of [removed: December 28, 2024.][added: January 3, 2026.]

Ernst & Young LLP, Registered Public Accounting Firm included in this annual report, has issued an attestation report on the registrant’s internal control over financial reporting, a copy of which appears on page [removed: [61](#i1f10dfec762842538feec7850ad3f14d_115).][added: [61](#ie10dc497c54e46e1a7b82c34e06e1f6e_115).]

| [removed: /s/] Donald Allan, Jr. | | | | | | [added: | | | | | | | | |]

| [removed: Donald Allan, Jr.,] President and Chief Executive Officer | | | | | |

| [added: /s/] Patrick [removed: Hallinan,] [added: Hallinan | | | | | |] Executive Vice [removed: President &] [added: President,] Chief Financial Officer [added: and Chief Administrative Officer] | | | | | | [added: February 24, 2026 | | |]

We have audited the accompanying consolidated balance sheets of Stanley Black & Decker, Inc. [added: and Subsidiaries] (the Company) as of [removed: December 28, 2024] [added: January 3, 2026] and December [removed: 30, 2023,] [added: 28, 2024,] the related consolidated statements of operations, comprehensive income (loss), [added: changes in] shareowners’ equity and cash flows for each of the three years in the period ended [removed: December 28, 2024,] [added: January 3, 2026,] and the related notes and [removed: the] financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at [removed: December 28, 2024] [added: January 3, 2026] and December [removed: 30, 2023,] [added: 28, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: December 28, 2024,] [added: January 3, 2026,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of [removed: December 28, 2024,] [added: January 3, 2026,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 18, 2025] [added: 24, 2026] expressed an unqualified opinion thereon.

We have audited Stanley Black & Decker, [removed: Inc.’s] [added: Inc. and Subsidiaries’] internal control over financial reporting as of [removed: December 28, 2024,] [added: January 3, 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Stanley Black & Decker, Inc. [added: and Subsidiaries] (the Company) maintained, in all material respects, effective internal control over financial reporting as of [removed: December 28, 2024,] [added: January 3, 2026,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of [removed: December 28, 2024] [added: January 3, 2026] and December [removed: 30, 2023,] [added: 28, 2024,] the related consolidated statements of operations, comprehensive income (loss), [added: changes in] shareowners’ equity and cash flows for each of the three years in the period ended [removed: December 28, 2024,] [added: January 3, 2026,] and the related notes and [added: financial statement] schedule listed in the Index at Item 15(a) and our report dated February [removed: 18, 2025] [added: 24, 2026] expressed an unqualified opinion thereon.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net Sales | | | $ | [removed: 15,365.7] [added: 15,130.4] | | | | | $ | [removed: 15,781.1] [added: 15,365.7] | | | | | $ | [removed: 16,947.4] [added: 15,781.1] | |

| Cost of sales | | | $ | [removed: 10,851.3] [added: 10,542.1] | | | | | $ | [removed: 11,848.5] [added: 10,851.3] | | | | | $ | [removed: 12,663.3] [added: 11,848.5] | |

| Selling, general and administrative | | | [removed: 3,310.5] [added: 3,314.5] | | | | | | [removed: 3,282.0] [added: 3,310.5] | | | | | | [removed: 3,355.7] [added: 3,282.0] | | |

| Provision for credit losses | | | [removed: 22.2] [added: 18.4] | | | | | | [removed: 8.7] [added: 22.2] | | | | | | [removed: 14.3] [added: 8.7] | | |

| Other, net | | | [removed: 448.8] [added: 240.7] | | | | | | [removed: 320.1] [added: 448.8] | | | | | | [removed: 274.8] [added: 320.1] | | |

| Loss on sales of businesses | | | [removed: —] [added: 0.3] | | | | | | [removed: 10.8] [added: —] | | | | | | [removed: 8.4] [added: 10.8] | | |

| Restructuring charges | | | [removed: 99.9] [added: 89.1] | | | | | | [removed: 39.4] [added: 99.9] | | | | | | [removed: 140.8] [added: 39.4] | | |

| Asset impairment charges | | | [removed: 72.4] [added: 189.5] | | | | | | [removed: 274.8] [added: 72.4] | | | | | | [removed: 168.4] [added: 274.8] | | |

| Interest income | | | [removed: (179.1)] [added: (198.4)] | | | | | | [removed: (186.9)] [added: (179.1)] | | | | | | [removed: (54.7)] [added: (186.9)] | | |

| Interest expense | | | [removed: 498.6] [added: 516.3] | | | | | | [removed: 559.4] [added: 498.6] | | | | | | [removed: 338.5] [added: 559.4] | | |

| | | | $ | [removed: 15,124.6] [added: 14,712.5] | | | | | $ | [removed: 16,156.8] [added: 15,124.6] | | | | | $ | [removed: 16,909.5] [added: 16,156.8] | |

| Earnings (loss) from continuing operations before income taxes | | | [removed: 241.1] [added: 417.9] | | | | | | [removed: (375.7)] [added: 241.1] | | | | | | [removed: 37.9] [added: (375.7)] | | |

| Income taxes on continuing operations | | | [removed: (45.2)] | | | | | | [removed: (94.0)] [added: $] | [added: (45.2)] | | | | | [removed: (132.4)] [added: $] | [added: (94.0)] | |

| Net earnings (loss) from continuing operations | | | [removed: 286.3] [added: $] | [added: 401.9] | | | | | [removed: (281.7)] [added: $] | [added: 286.3] | | | | | [removed: 170.3] [added: $] | [added: (281.7)] | |

| Net earnings (loss) from continuing operations [removed: attributable to Stanley Black & Decker, Inc.] | | | $ | [removed: 286.3] [added: 401.9] | | | | | $ | [removed: (281.7)] [added: 286.3] | | | | | $ | [removed: 170.1] [added: (281.7)] | |

| Net [removed: Earnings (Loss)] [added: earnings (loss)] from [removed: Continuing Operations Attributable to Common Shareowners] [added: continuing operations] | | | $ | [removed: 286.3] [added: 401.9] | | | | | $ | [removed: (281.7)] [added: 286.3] | | | | | $ | [removed: 164.3] [added: (281.7)] | |

| [removed: Earnings] [added: Gain] (loss) [removed: from] [added: on sale of] discontinued operations before income taxes [removed: (including 2024 pre-tax gain on Security sale of $10.4 million, 2023 pre-tax loss on Security sale of $14.3 million and 2022 pre-tax gain on Security sale of $1,197.4 million )] | | | [removed: 10.4] [added: —] | | | | | | [removed: (14.3)] [added: 10.4] | | | | | | [removed: 1,210.9] [added: (14.3)] | | |

| Net earnings (loss) from discontinued operations | | | $ | [removed: 8.0] [added: —] | | | | | $ | [removed: (28.8)] [added: 8.0] | | | | | $ | [removed: 892.4] [added: (28.8)] | |

| Net Earnings [removed: (Loss) Attributable to Common Shareowners - Diluted] [added: (Loss)] | | | $ | [removed: 294.3] [added: 401.9] | | | | | $ | [removed: (310.5)] [added: 294.3] | | | | | $ | [removed: 1,057.9] [added: (310.5)] | |

| Net [removed: Earnings (Loss) Attributable to Stanley Black & Decker, Inc.] [added: earnings (loss)] | | | $ | [removed: 294.3] [added: 401.9] | | | | | $ | [removed: (310.5)] [added: 294.3] | | | | | $ | [removed: 1,062.5] [added: (310.5)] | |

| Continuing operations | | | $ | [removed: 1.90] [added: 2.66] | | | | | $ | [removed: (1.88)] [added: 1.90] | | | | | $ | [removed: 1.11] [added: (1.88)] | |

| Discontinued operations | | | $ | [removed: 0.05] [added: —] | | | | | $ | [removed: (0.19)] [added: 0.05] | | | | | $ | [removed: 6.02] [added: (0.19)] | |

| Total basic earnings (loss) per share of common stock | | | $ | [removed: 1.96] [added: 2.66] | | | | | $ | [removed: (2.07)] [added: 1.96] | | | | | $ | [removed: 7.13] [added: (2.07)] | |

| Continuing operations | | | $ | [removed: 1.89] [added: 2.65] | | | | | $ | [removed: (1.88)] [added: 1.89] | | | | | $ | [removed: 1.06] [added: (1.88)] | |

| Year Ended 2025 | | | $ | 84.7 | | | | | $ | 18.4 | | | | | $ | 21.0 | | | | | $ | (55.5) | | | | | $ | 68.6 | |

| Year Ended 2025 (c) | | | $ | 967.8 | | | | | $ | 131.3 | | | | | $ | 1.8 | | | | | $ | (14.9) | | | | | $ | 1,086.0 | |

| /s/ Christopher J. Nelson | | | | | |

| Christopher J. Nelson | | | | | |

| | | | | | | Valuation of Goodwill and Indefinite-Lived Intangibles | | |

| *Description of the Matter* | | | | | | As reflected in the Company’s consolidated financial statements, at January 3, 2026, the Company’s goodwill and indefinite-lived intangible assets, consisting of trade names, totaled $7.3 billion and $2.3 billion, respectively. As discussed in Note A to the consolidated financial statements, goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually during the third quarter, and at any time when events suggest an impairment more likely than not has occurred. As a result of the Company’s 2025 annual impairment tests, the Company recognized a $108.4 million pre-tax, non-cash impairment charge related to the Lenox, Troy-Bilt and Irwin trade names. Auditing management’s annual goodwill and indefinite-lived intangible assets impairment test was complex and judgmental due to the significant estimation required in determining the fair value of the reporting units and the fair value of the indefinite-lived trade name intangible assets. In particular, the fair value estimates of the reporting units included the application of assumptions to cash flow projections such as discount rates, near-term revenue growth rates, perpetual revenue growth rates and earnings before interest, taxes, depreciation and amortization margin rates. The fair value estimates of indefinite-lived intangible assets included the application of assumptions to projected sales such as discount rates, royalty rates and perpetual revenue growth rates. These assumptions are affected by expectations about future market or economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill and indefinite-lived intangible assets annual impairment testing process, including controls over management’s review of the significant assumptions discussed above. To test the estimated fair value of the Company’s reporting units and indefinite-lived intangible assets, we performed audit procedures that included, among others, assessing methodologies, testing the significant assumptions discussed above, and testing the completeness and accuracy of the underlying data used by the Company in its analyses. We also compared the significant assumptions to current industry and economic trends, changes to the Company’s business, customer base or product mix and other relevant factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting units and indefinite-lived intangible assets that would result from changes in the assumptions. We involved an internal valuation professional to assist in evaluating the Company’s models, valuation methodology, and certain significant assumptions used in the fair value estimates. We also tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. | | |

February 24, 2026

February 24, 2026

Fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023

| | | | 2025 | | | | | | 2024 | | |

| | | | 11,779.5 | | | | | | 11,536.0 | | |

Fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023

| Asset impairment charges | | | 189.5 | | | | | | 72.4 | | | | | | 274.8 | | |

| Payments on long-term debt | | | (850.5) | | | | | | — | | | | | | — | | |

| | | | January 3, 2026 | | | | | | December 28, 2024 | | |

Fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023

| Net earnings | | | | | | | | | | | | | | | 401.9 | | | | | | | | | | | | | | | | | | | | | | | | 401.9 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | 350.5 | | | | | | | | | | | | | | | | | | 350.5 | | |

| Issuance of common stock (921,552 shares) | | | | | | | | | (102.4) | | | | | | | | | | | | | | | | | | 111.3 | | | | | | | | | | | | 8.9 | | |

| Balance January 3, 2026 | | | $ | 442.3 | | | | | $ | 5,063.0 | | | | | $ | 8,244.6 | | | | | $ | (1,970.4) | | | | | $ | (2,724.9) | | | | | $ | — | | | | | $ | 9,054.6 | |

In the first quarter of 2025, the Industrial segment was renamed “Engineered Fastening” as a result of a more focused portfolio following recent divestitures.

The Engineered Fastening segment name change is to the name only and had no impact on the Company’s consolidated financial statements or segment results.

On December 22, 2025, the Company announced that it had entered into a definitive agreement for the sale of the Consolidated Aerospace Manufacturing ("CAM") business.

There were no assets or liabilities held for sale relating to CAM as of December 28, 2024.

contract period.

year in which the differences are expected to reverse.

The Company adopted this standard in fiscal year 2025 on a prospective basis and included the required disclosures in *Note P*, *Income Taxes*.

| (Millions of Dollars) | | | January 3, 2026 | | | | | | December 28, 2024 | | |

The Company actively manages its accounts receivables to maximize liquidity and mitigate credit risk through customer payment terms, accounts receivable sale programs, and ongoing customer credit monitoring and evaluations.

| (Millions of Dollars) | | | January 3, 2026 | | | | | | December 28, 2024 | | |

| (Millions of Dollars) | | | January 3, 2026 | | | | | | December 28, 2024 | | |

| Balance January 3, 2026 | | | $ | 6,025.3 | | | | | $ | 1,262.6 | | | | | | | | $ | 7,287.9 | |

When a portion of a reporting unit is classified as held for sale, the Company allocates goodwill to the disposal group based on the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained.

The Company then performs a goodwill impairment test on the remaining reporting unit.

As previously discussed, in December 2025, the Company entered into an agreement to sell its CAM business.

As of January 3, 2026, the Company classified the CAM business, a portion of the Engineered Fastening reporting unit, as held for sale and allocated $739.4 million of the goodwill of the Engineered Fastening reporting unit to CAM.

The Company then performed a goodwill impairment test on the remaining reporting unit after the allocation to CAM, which did not result in impairment.

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

During 2025, the Company updated its brand prioritization strategy to transition targeted product categories to its priority global brands, while leveraging certain of its complementary brands on more focused product categories and regions where those brands hold more meaningful market positions and value to end users.

| Year Ended 2022 | | | $ | 95.9 | | | | | $ | 14.3 | | | | | $ | 16.9 | | | | | $ | (20.5) | | | | | $ | 106.6 | |

| Year Ended 2022 | | | $ | 1,067.2 | | | | | $ | 21.2 | | | | | $ | (5.9) | | | | | $ | (50.0) | | | | | $ | 1,032.5 | |

| | | | | | |

| | | | | | | *Centredale Site Environmental Accrual* | | |

| *Description of the Matter* | | | | | | As described in Note R to the consolidated financial statements, the total environmental accrued liability as of December 28, 2024 is $275.4 million, which includes the cost estimate for the Centredale Manor Restoration Project Superfund Site (Centredale Site) in the amount of $161.8 million. The Company’s accrued liability represents estimated future environmental remediation costs based on currently available facts with respect to each individual site and includes such factors as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites. Auditing the Company’s environmental accrued liability related to the Centredale Site was challenging and highly judgmental due to the significant estimation required to determine the future remediation costs. The Company’s methodology for estimating future remediation costs involves significant assumptions and inputs, including projected material volumes and disposal costs. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to estimate the Centredale Site accrued liability. For example, we tested controls over the Company’s evaluation process over third-party consultants and management’s review of the estimates and key assumptions. To test the estimated future remediation costs related to the Centredale Site, we performed audit procedures that included, among others, testing the key assumptions discussed above. We compared these assumptions to current industry and economic trends, and to actual historical costs related to remedial efforts. We made various inquiries of internal and external counsel and evaluated external communications, including those from the US Environmental Protection Agency, to evaluate the Company’s remediation methodology. We used our internal environmental specialists to assist in our evaluation of the methodology used and the significant assumptions and inputs used by the Company to determine the estimated future remediation costs. | | |

February 18, 2025

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Less: Net earnings attributable to non-controlling interests | | | — | | | | | | — | | | | | | 0.2 | | |

| Less: Preferred stock dividends and beneficial conversion feature | | | — | | | | | | — | | | | | | 5.8 | | |

| Add: Contract adjustment payments accretion | | | — | | | | | | — | | | | | | 1.2 | | |

| Net Earnings (Loss) from Continuing Operations Attributable to Common Shareowners - Diluted | | | $ | 286.3 | | | | | $ | (281.7) | | | | | $ | 165.5 | |

| Income taxes on discontinued operations (including 2024 income taxes of $2.4 million for gain on Security sale, 2023 income taxes of $14.5 million for loss on Security sale and 2022 income taxes of $312.5 million for gain on Security sale) | | | 2.4 | | | | | | 14.5 | | | | | | 318.5 | | |

| | | | 11,536.0 | | | | | | 11,972.4 | | |

| Inventory step-up amortization | | | — | | | | | | — | | | | | | 80.3 | | |

| Business acquisitions, net of cash acquired | | | — | | | | | | — | | | | | | (71.9) | | |

| Net investment hedge settlements | | | — | | | | | | — | | | | | | 10.6 | | |

| Stock purchase contract fees | | | — | | | | | | — | | | | | | (39.4) | | |

| Credit facility borrowings | | | — | | | | | | — | | | | | | 2,500.0 | | |

| Credit facility repayments | | | — | | | | | | — | | | | | | (2,500.0) | | |

| Proceeds from issuance of remarketed preferred stock | | | — | | | | | | — | | | | | | 750.0 | | |

| Redemption and conversion of preferred stock | | | — | | | | | | — | | | | | | (750.0) | | |

| Termination of interest rate swaps | | | — | | | | | | — | | | | | | 22.7 | | |

| Cash dividends on preferred stock | | | — | | | | | | — | | | | | | (5.8) | | |

| Cash and cash equivalents included in Current assets held for sale | | | — | | | | | | 0.6 | | |

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| Balance January 1, 2022 | | | $ | 620.3 | | | | | $ | 442.3 | | | | | $ | 4,999.2 | | | | | $ | 8,742.4 | | | | | $ | (1,845.6) | | | | | $ | (1,368.1) | | | | | $ | 1.9 | | | | | $ | 11,592.4 | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | 1,062.5 | | | | | | | | | | | | | | | | | | 0.2 | | | | | | 1,062.7 | | |

| Issuance of common stock (988,474 shares) | | | | | | | | | | | | | | | (76.9) | | | | | | | | | | | | | | | | | | 115.6 | | | | | | | | | | | | 38.7 | | |

| Conversion of original Series D Preferred stock (4,723,500 shares) | | | (620.3) | | | | | | | | | | | | 42.6 | | | | | | | | | | | | | | | | | | 575.9 | | | | | | | | | | | | (1.8) | | |

| Issuance of Remarketed Series D Preferred Stock (750,000 shares) | | | 750.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 750.0 | | |

| Redemption of Remarketed Series D Preferred Stock (750,000 shares) | | | (750.0) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (750.0) | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (251.8) | | | | | | | | | | | | | | | | | | (251.8) | | |

| Cash dividends declared — $3.26 per common share | | | | | | | | | | | | | | | | | | | | | (491.2) | | | | | | | | | | | | | | | | | | | | | | | | (491.2) | | |

On August 19, 2022, the Company completed the sale of its Oil & Gas business.

On July 22, 2022, the Company completed the sale of its Convergent Security Solutions ("CSS") business comprised of the commercial electronic security and healthcare businesses.

On July 5, 2022, the Company completed the sale of its Mechanical Access Solutions ("MAS") business, the automatic doors business.

The CSS and MAS divestitures represented a single plan to exit the Security segment and were considered a strategic shift that had a major effect on the Company’s operations and financial results.