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 compensation deferrals and dividend reinvestment plans.

Summary

• Andrea J. Ayers, a Director at Stanley Black & Decker, Inc. (SWK), reported acquisitions of common stock and deferred shares.
• On December 16, 2025, Ayers acquired 170 shares of common stock from the settlement of restricted stock units, which were 100% vested upon grant. Settlement of these units is deferred under the RSU Deferral Plan.
• An additional 234.3865 shares of common stock were acquired on the same date, representing dividend equivalents credited to her account under the RSU Deferral Plan, based on a price of $73.4 per share.
• Ayers also acquired 425.7783 deferred shares through the deferral of quarterly director fees under the Deferred Compensation Plan for Non-Employee Directors, at a price of $73.4 per share.
• Further, 161.498 additional deferred shares were acquired via dividend reinvestment on existing deferred shares under the Deferred Compensation Plan, also at a price of $73.4 per share.
• Following these transactions, Ayers beneficially owns 36,632.0614 shares of non-derivative common stock and 14,868.2047 derivative deferred shares.
• All reported transactions were made pursuant to a Rule 10b5-1 pre-arranged trading plan.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as a director increasing their stake, even through compensation, generally indicates alignment with shareholder interests and confidence in the company's future, especially when part of a pre-planned program.

Positives

• A director's increased beneficial ownership, even through compensation plans, generally signals confidence in the company's long-term prospects.
• The transactions are part of established, transparent compensation and deferral plans for non-employee directors, aligning director interests with shareholders.

Future Outlook

The restricted stock units and deferred shares will be settled in common stock upon the reporting person ceasing to be a member of the Board of Directors, either in a lump sum or in annual installments, based on prior elections.

Industry Context

This filing reflects a routine insider transaction related to director compensation, common across publicly traded companies, and does not provide specific insights into broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• Acquisition of common stock and deferred shares by a director as part of their compensation, which are transactions between the company and a related party (director).

Stakeholder Impact

• Shareholders: Increased alignment of director's financial interests with those of common shareholders due to increased equity holdings and participation in long-term deferral plans.
• Management: Reinforces the existing compensation structure designed to retain and incentivize non-employee directors.

Next Steps

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

Key Dates

Recommendation

This Form 4 filing details routine, pre-planned insider transactions related to director compensation and does not provide new fundamental information that would warrant a change in investment recommendation. The transactions reflect standard corporate governance practices for director equity compensation.

Keywords

Stanley Black & Decker, SWK, Form 4, Insider Transaction, Director Compensation, Stock Ownership, Deferred Shares, RSU Deferral Plan, Rule 10b5-1