Form 4: Stanley Black & Decker Director Boosts Equity Holdings

Stanley Black & Decker Director Andrea J. Ayers increased her beneficial ownership of common stock and deferred shares through vested restricted stock units and deferred director fees.

Summary

• Andrea J. Ayers, a Director of Stanley Black & Decker, Inc. (SWK), reported an increase in her beneficial ownership of the company's securities.
• On September 16, 2025, Ayers acquired 638 shares of common stock from the settlement of restricted stock units (RSUs) that were 100% vested upon grant. Settlement of these RSUs is deferred under the RSU Deferral Plan.
• An additional 210.4958 shares of common stock were acquired on the same date, representing dividend equivalents on deferred RSUs, valued at $78.39 per share.
• Ayers also acquired 398.6732 deferred shares through the deferral of quarterly director fees under the Deferred Compensation Plan for Non-Employee Directors, valued at $78.39 per share.
• Further, 145.4558 additional deferred shares were acquired through the reinvestment of dividends paid on existing deferred shares, also valued at $78.39 per share.
• Following these transactions, Ayers beneficially owns 36,227.6749 shares of common stock and 14,280.9284 deferred shares.

Sentiment

Score: 7

Explanation: The filing indicates a director's increased equity ownership, which is generally viewed as a positive signal of confidence in the company's future. However, it is a routine compensation-related transaction rather than a discretionary open-market purchase, limiting the strength of the positive sentiment.

Positives

• A company director increasing their equity holdings generally signals confidence in the company's future performance.
• The deferral plans align the director's long-term interests with those of shareholders.

Risks

• The value of the deferred shares and common stock is subject to market fluctuations.
• Settlement of deferred shares and RSUs is contingent upon the reporting person ceasing to be a member of the Board of Directors, which introduces a timing uncertainty for liquidity.

Future Outlook

The 638 shares of common stock from RSUs will be settled in one lump sum on the 90th day following the date Andrea J. Ayers ceases to be a Board member, or in three, five, or ten annual installments based on her election. Dividend equivalents on deferred RSUs will be settled in accordance with the deferral election for the underlying RSUs. Deferred shares acquired from director fees and dividend reinvestment will be settled in a lump sum payment of common stock on the first business day of the calendar year immediately following the date Andrea J. Ayers ceases to be a Board member.

Industry Context

This filing reflects a common practice in corporate governance where non-employee directors receive compensation partly in equity, often with deferral options, to align their interests with long-term shareholder value. Many publicly traded companies utilize similar restricted stock unit and deferred compensation plans for their board members.

Comparison to Industry Standards

• The use of restricted stock units and deferred compensation plans for non-employee directors is a standard practice across many industries, including manufacturing and consumer goods, to attract and retain qualified board members and align their incentives with shareholder interests. Specific comparable companies or projects are not detailed in this filing, as it focuses on an individual's transaction.

Corporate Governance

Related Party Transactions

• The acquisition of common stock and deferred shares by a director as part of their compensation package constitutes a related party transaction, as it involves a transaction between the company and a member of its board.

Stakeholder Impact

• Shareholders: Increased alignment of a director's financial interests with long-term shareholder value.

Next Steps

• Settlement of deferred restricted stock units and deferred shares upon the reporting person's departure from the Board of Directors, according to elected deferral schedules.

Key Dates

Keywords

Stanley Black & Decker, SWK, Form 4, Insider Transaction, Director Compensation, Restricted Stock Units, Deferred Shares, Equity Holdings, Corporate Governance