Stanley Black & Decker SWK · USD

BUSINESS SEGMENTS AND GEOGRAPHIC AREASThe Company’s operations are classified into two reportable business segments: Tools & Outdoor and Engineered Fastening. 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.The Tools & Outdoor segment is comprised of the Power Tools Group ("PTG"), Hand Tools, Accessories & Storage ("HTAS") and Outdoor Power Equipment ("Outdoor") product lines. The PTG product line includes both professional and consumer products. Professional products, primarily under the DEWALT® brand, include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers, sanders, and concrete prep and placement tools as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, and concrete and masonry anchors. DIY and tradesperson focused products include corded and cordless electric power tools sold primarily under the CRAFTSMAN® and STANLEY® brands, and consumer home products such as household power tools, hand-held vacuums, and small appliances primarily under the BLACK+DECKER® brand. The HTAS product line sells hand tools, power tool accessories and storage products primarily under the DEWALT®, CRAFTSMAN®, and STANLEY® brands. Hand tools include measuring, leveling and layout tools, planes, hammers, demolition tools, clamps, vises, knives, saws, chisels, material handling, and industrial and automotive tools. Power tool accessories include drill bits, screwdriver bits, router bits, abrasives, saw blades and threading products. Storage products include tool boxes, sawhorses, cabinets and engineered storage solution products. 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 primarily under the DEWALT®, CRAFTSMAN®, CUB CADET®, BLACK+DECKER®, and HUSTLER® brand names.

COMMITMENTS AND GUARANTEESCOMMITMENTS — The Company has numerous assets, predominantly real estate, vehicles and equipment, under various lease arrangements. At inception of arrangements with vendors, the Company determines whether the contract is or contains a lease based on each party’s rights and obligations under the arrangement. If the lease arrangement also contains non-lease components, the lease and non-lease elements are separately accounted for in accordance with the appropriate accounting guidance for each item. From time to time, lease arrangements allow for, and the Company executes, the purchase of the underlying leased asset. Lease arrangements may also contain renewal options or early termination options. As part of its lease liability and right-of-use asset calculation, consideration is given to the likelihood of exercising any extension or termination options. Leases with expected durations of less than twelve months from inception (i.e. short-term leases) are excluded from the Company’s calculation of lease liabilities and right-of-use assets, as permitted by ASC 842, Leases. The following is a summary of the Company's right-of-use-assets and lease liabilities:(Millions of Dollars)January 3, 2026December 28, 2024Right-of-use assets$464.3 $473.4 Lease liabilities$476.7 $491.8 Weighted-average incremental borrowing rate 4.7 %4.7 %Weighted-average remaining term6 years6 yearsRight-of-use assets are included within Other assets in the Consolidated Balance Sheets, while lease liabilities are included within Accrued expenses and Other liabilities, as appropriate. The Company determines its incremental borrowing rate based on interest rates from its debt issuances, taking into consideration adjustments for collateral, lease terms and foreign currency. As of January 3, 2026, $7.2 million of right-of-use assets and $7.0 million of lease liabilities were reclassified to held for sale due to the pending divestiture of the CAM business. As a result of acquiring right-of-use assets from new leases entered into during the years ended January 3, 2026 and December 28, 2024, the Company's lease liabilities increased approximately $63.6 million and $72.2 million, respectively. The Company has variable rate leases for certain manufacturing facilities, distribution centers and office buildings in which the periodic rental payments vary based on benchmark interest rates.

LONG-TERM DEBT AND FINANCING ARRANGEMENTSJanuary 3, 2026December 28, 2024(Millions of Dollars)Interest RateNotional ValueCarrying Value1Carrying Value1Notes payable due 20252.30%$— $— $499.9 Notes payable due 20263.40%500.0 499.9 499.4 Notes payable due 20266.27%— — 349.3 Notes payable due 20263.42%25.0 25.2 25.7 Notes payable due 20261.84%29.3 29.5 26.7 Notes payable due 20286.00%400.0 398.7 398.0 Notes payable due 20287.05%150.0 155.3 157.5 Notes payable due 20284.25%500.0 498.6 498.3 Notes payable due 20283.52%50.0 51.7 52.4 Notes payable due 20302.30%750.0 746.8 746.2 Notes payable due 20323.00%500.0 497.2 496.6 Notes payable due 20405.20%400.0 376.3 374.5 Notes payable due 20484.85%500.0 495.4 495.2 Notes payable due 20502.75%750.0 741.4 741.0 Notes payable due 2060 (junior subordinated)26.71%750.0 741.9 741.6 Other, payable due 20264.31%0.2 0.2 0.7 Total long-term debt, including current maturities$5,304.5 $5,258.1 $6,103 Less: Current maturities of long-term debt(554.8)(500.4)Long-term debt$4,703.3 $5,602.6 1Carrying values are net of unamortized discounts of $(4.1) million, deferred issuance costs of $(28.2) million, unamortized terminated swaps of $(18.9) million, and purchase accounting fair value adjustments of $4.8 million. Unamortized gain/(loss) associated with interest rate swaps are more fully discussed in Note H, Financial Instruments. 2In accordance with the terms of Note payable due 2060, the interest rate was reset as of March 2025, to 6.71%, from 4.00% as of the year ended December 28, 2024.As of January 3, 2026, the total aggregate annual principal maturities of long-term debt for the next five years and thereafter are as follows: $554.5 million in 2026, $1,100.0 million in 2028, $750.0 million in 2030 and $2,900.0 million beyond 2030.In August 2025, the Company redeemed its $350 million 6.272% notes at par prior to maturity. The redemption was funded through the issuance of commercial paper at a lower prevailing interest rate. The Company recognized a pre-tax loss of $0.3 million from the redemption related to the write-off of unamortized deferred financing fees. Commercial Paper and Credit FacilitiesThe Company has a $3.5 billion commercial paper program which includes Euro denominated borrowings in addition to U.S. Dollars. As of January 3, 2026, the Company had commercial paper borrowings outstanding of $605.6 million, of which $555.6 million in Euro denominated commercial paper was designated as a net investment hedge.

INCOME TAXES The components of earnings (loss) from continuing operations before income taxes consisted of the following:(Millions of Dollars)202520242023United States$(597.2)$(925.4)$(1,385.0)Foreign1,015.1 1,166.5 1,009.3 Earnings (loss) from continuing operations before income taxes$417.9 $241.1 $(375.7)Income taxes on continuing operations consisted of the following:(Millions of Dollars)202520242023Current:Federal$(154.5)$4.3 $5.8 Foreign233.4 174.9 307.4 State1.5 2.8 17.1 Total current$80.4 $182.0 $330.3 Deferred:Federal$(126.0)$(181.5)$(158.2)Foreign78.6 (17.5)(218.3)State(17.0)(28.2)(47.8)Total deferred$(64.4)$(227.2)$(424.3)Income taxes on continuing operations$16.0 $(45.2)$(94.0)The amount of income taxes paid (net of refunds) consisted of the following:(Millions of Dollars)2025Federal$113.3 State10.4 Foreign206.4 Total net income taxes paid$330.1 Income taxes paid (net of refunds) for the following jurisdictions exceeded five percent of total income taxes paid (net of refunds):(Millions of Dollars)2025Foreign:China$27.9 Mexico27.4 Canada17.3 Net income taxes paid for continuing operations during 2024 and 2023 were $352.3 million and $415.2 million, respectively. The 2024 and 2023 amounts include refunds of $53.1 million and $25.3 million, respectively. The reconciliation of the U.S. federal statutory income tax provision to Income taxes on continuing operations in the Consolidated Statements of Operations is as follows:2025(Millions of Dollars)AmountPercentU.S. federal statutory tax rate$87.8 21.0 %State and local income taxes, net of federal income tax effect (a)(11.1)(2.7)%Foreign tax effects50.2 12.0 %ChinaWithholding taxes26.8 6.4 %Other3.5 0.8 %CyprusTax base differential(23.1)(5.5)%Other(4.1)(1.0)%GermanyEnacted changes in tax laws or rates13.2 3.2 %Other3.5 0.8 %MexicoChanges in valuation allowances15.3 3.7 %Other6.4 1.5 %Other foreign jurisdictions8.7 2.1 %Effect of cross-border tax laws55.1 13.2 %Deemed royalty income18.1 4.3 %Global intangible low-taxed income17.1 4.1 %Subpart F income16.1 3.9 %Other3.8 0.9 %Tax credits(10.9)(2.6)%Nontaxable or nondeductible items38.7 9.3 %Share-based payment awards11.8 2.8 %Other26.9 6.4 %Changes in unrecognized tax benefits(101.1)(24.2)%Other adjustments(92.7)(22.2)%Capital loss(107.9)(25.8)%Other15.2 3.6 %Effective tax rate$16.0 3.8 %(a) State taxes in Illinois, Texas, Georgia, Indiana, Minnesota, and California made up the majority (greater than 50 percent) of the tax effect in this category.

Risk Management & StrategyThe Company has adopted information security policies that establish requirements and responsibilities with respect to the protection of the Company’s interests and information technology assets against loss, improper disclosure and unauthorized modification. The Company regularly educates and shares best practices with its employees to raise awareness of cybersecurity threats and the Company’s information security program, which the Company believes creates a culture of shared responsibility for the security of sensitive data and the Company’s network. All employees are regularly offered information security and protection training, including specialized training for employees exposed to sensitive information, which prompt them to certify their awareness of and compliance with applicable information technology policies and additional technology and cybersecurity standards. The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, encryption intrusion prevention and detection systems, anti-malware functionality, data monitoring, endpoint extended detection and response, architecture controls, access controls and ongoing vulnerability assessments.The Company has adopted a Cybersecurity Incident Response Plan (the “IRP”) that applies in the event of a cybersecurity threat or incident, which is designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to cybersecurity incidents. The IRP sets out a coordinated approach to investigating, containing, documenting and mitigating incidents, including reporting findings and keeping senior management and other key stakeholders informed and involved as appropriate. To facilitate the success of this program, multi-disciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with the IRP. 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 Audit Committee and the full Board when appropriate, as discussed above. In general, the IRP leverages the National Institute of Standards and Technology guidance.

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

DIVESTITURESPENDING DIVESTITUREConsolidated Aerospace ManufacturingIn December 2025, the Company announced that it had entered into a definitive agreement for the sale of its CAM business for $1.8 billion in cash as part of the Company's strategic commitment to simplify and streamline its portfolio to focus on its core Tools & Outdoor and Engineered Fastening businesses. The sale is subject to regulatory approvals and other customary closing conditions and is expected to close in the first half of 2026. Based on management's commitment to sell this business, the assets and liabilities related to the CAM business were classified as held for sale on the Company's Consolidated Balance Sheet as of January 3, 2026. This pending divestiture does not qualify for discontinued operations and therefore, its results are included in the Company's continuing operations within the Engineered Fastening segment for all periods presented. Following is the pre-tax income for this business for the years ended January 3, 2026, December 28, 2024, and December 30, 2023:(Millions of Dollars)202520242023Pre-tax income (loss)$29.5 $25.9 $(12.2)The carrying amounts of the assets and liabilities that were aggregated in assets held for sale and liabilities held for sale as of January 3, 2026 are presented in the following table:(Millions of Dollars)January 3, 2026Accounts and notes receivable, net$94.2 Inventories, net168.0 Other current assets0.2 Property, plant and equipment, net117.1 Goodwill739.4 Intangibles, net410.1 Other assets7.3 Total assets$1,536.3 Accounts payable and accrued expenses$44.2 Other long-term liabilities9.4 Total liabilities$53.6 2024 DIVESTITUREInfrastructureOn April 1, 2024, the Company completed the sale of its Infrastructure business to Epiroc AB for $760 million. The Company received proceeds of $728.5 million at closing, net of customary adjustments and costs. This divestiture did not qualify for discontinued operations and therefore, its results were included in the Company's Consolidated Statements of Operations in continuing operations through the date of sale. The pre-tax income for this business was $9.6 million for the fiscal year ended December 28, 2024 and $52.0 million for the fiscal year ended December 30, 2023.In addition, the Company recognized a pre-tax asset impairment charge of $25.5 million and $150.

CAPITAL STOCKEARNINGS PER SHARE — The following table reconciles net earnings (loss) and the weighted-average shares outstanding used to calculate basic and diluted earnings (loss) per share for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023.202520242023Numerator (in millions):Net earnings (loss) from continuing operations$401.9 $286.3 $(281.7)Net earnings (loss) from discontinued operations— 8.0 (28.8)Net Earnings (Loss)$401.9 $294.3 $(310.5)202520242023Denominator (in thousands):Basic weighted-average shares outstanding151,258 150,485 149,751 Dilutive effect of stock contracts and awards620 812 — Diluted weighted-average shares outstanding151,878 151,297 149,751 202520242023Earnings (loss) per share of common stock:Basic earnings (loss) per share of common stock:Continuing operations$2.66 $1.90 $(1.88)Discontinued operations$— $0.05 $(0.19)Total basic earnings (loss) per share of common stock$2.66 $1.96 $(2.07)Diluted earnings (loss) per share of common stock:Continuing operations$2.65 $1.89 $(1.88)Discontinued operations$— $0.05 $(0.19)Total diluted earnings (loss) per share of common stock$2.65 $1.95 $(2.07)The following weighted-average stock options were not included in the computation of weighted-average diluted shares outstanding because the effect would be anti-dilutive (in thousands):202520242023Number of stock options6,234 5,141 5,406 COMMON STOCK ACTIVITY — Common stock activity for 2025, 2024 and 2023 was as follows:202520242023Outstanding, beginning of year154,372,933 153,620,088 152,983,530 Issued from treasury921,552 960,437 817,110 Returned to treasury(258,074)(207,592)(180,552)Outstanding, end of year155,036,411 154,372,933 153,620,088 Shares subject to the forward share purchase contract(3,645,510)(3,645,510)(3,645,510)Outstanding, less shares subject to the forward share purchase contract151,390,901 150,727,423 149,974,578 In March 2015, the Company entered into a forward share purchase contract with a financial institution counterparty for 3,645,510 shares of common stock. The contract obligates the Company to pay $350.0 million, plus an additional amount related to the forward component of the contract. In September 2025, the Company amended the forward share purchase contract and updated the final settlement date to June 2028, or earlier at the Company's option.