STANLEY BLACK DECKER INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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☐ Preliminary Proxy Statement

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Stanley Black & Decker, Inc.

(Name of Registrant as Specified in Its Charter)

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Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Stanley Black & Decker, Inc. (“Stanley Black & Decker” or the “Company”) to be held at 9:30 a.m. EDT on April 25, 2025, which will be held online at www.virtualshareholdermeeting.com/SWK2025 via a virtual Annual Meeting platform that will allow shareholders to participate and submit questions. For further information about how to participate in the Annual Meeting, please see the “Participation in the virtual Annual Meeting” section of this Proxy Statement.

This document includes the Notice of Annual Meeting of Shareholders, a letter from the Chair of our Board of Directors and the Proxy Statement. The Proxy Statement describes the business to be conducted at the Annual Meeting and provides other important information about the Company that you should be aware of when you vote your shares.

In our 2025 letter to our shareholders, which is included in our Annual Report, we describe our vision and purpose, strategic initiatives and our financial performance. We are committed to providing our shareholders with long-term value, and we hope that you will find the letter and Annual Report informative. I would like to personally thank you for your continued investment in our Company.

We appreciate and encourage your participation. Whether or not you plan to attend the meeting, your vote is important to us, and we hope that your shares will be represented. PLEASE VOTE BY TELEPHONE OR ON THE INTERNET, OR RETURN A PROPERLY COMPLETED PROXY CARD, AT YOUR EARLIEST CONVENIENCE TO ENSURE YOUR PARTICIPATION AT THE MEETING.

Very truly yours,

Donald Allan, Jr.

President & Chief Executive Officer

March 7, 2025

2025 PROXY STATEMENT

Dear Fellow Shareholder:

On behalf of Stanley Black & Decker’s Board of Directors (the “Board”), I look forward to welcoming you to our 2025 Annual Meeting of Shareholders. In advance of our meeting, and reflecting on our achievements in 2024, I write to share more about the Board’s continuing commitment to overseeing the Company with integrity and strong corporate governance practices to generate long-term value for all our shareholders.

Actively Engaging with Our Shareholders

During 2024, management, members of our Board and I, as Board Chair, participated in valuable discussions with shareholders regarding several key matters including the Company’s strategy, Board composition and skill set, human capital management, risk management, sustainability strategy and executive compensation. The Company invited shareholders representing approximately 60% of its shares outstanding to participate in such discussions and continues to maintain an open dialogue with its shareholders. Shareholders representing greater than 40% of outstanding shares either accepted the Company's invitation to have a formal discussion or replied indicating they were satisfied with recent engagement and an additional meeting was not required. I greatly appreciate the opportunity to hear our shareholders’ perspectives, which we share with the rest of the Board and with management and incorporate into our discussions and decision-making.

Oversight of Strategic Business Transformation, Risk and Culture

Don Allan articulated the Company’s strategic business transformation plan when he assumed the role of President & Chief Executive Officer in 2022, and the Company continued to meet the plan’s milestones in 2024. The Board plays a critical role in overseeing this strategy. In nearly every Board meeting and executive session, we discuss this strategy and the Company’s progress in achieving its transformation and strategic goals, allowing us to challenge assumptions, oversee capital deployment and offer alternative perspectives based on the insights and collective, varied experience of our directors.

The Corporate Governance Committee annually reviews and confirms that the Board and each of its committees maintains the experience and skills needed to adequately oversee the Company, including through review of the results of our annual Board and committee evaluation process. Our Audit Committee works closely with our external auditors, financial management and legal counsel to oversee the Company’s financial, product safety, compliance and other risks. The Compensation and Talent Development Committee reviews executive compensation so that the Company can incentivize ethical, accountable leadership that balances short-term results with long-term, sustainable growth and, together with the full Board, regularly engages with senior management regarding a range of human capital management issues.

The Finance and Pension Committee works closely with management to be proactive regarding the Company’s capital structure to manage short-term liquidity as well as long-term financial resilience.

Board Composition & Succession

In October 2024, as part of our ongoing commitment to providing the appropriate mix of skills, perspectives and experiences on the Board, we welcomed John L. Garrison, Jr. as an independent director. John most recently served as Chairman, President and Chief Executive Officer of Terex Corporation until his retirement in 2024 and has more than 30 years of experience successfully executing multi-level transformations in various industries. John’s extensive experience leading large-scale and complex global operations as well as his track record of developing and implementing financial and human capital strategies and transformation processes provide valuable insight to the Board as the Company intensifies its focus on accelerating organic growth with margin expansion to drive long-term shareholder returns. Including John’s appointment, five of the independent director nominees were first appointed in the last four years. I would like to thank Mojdeh Poul for her service as a director. Mojdeh has taken on a new CEO role and is not standing for re-election because the terms of her new employment limit service on outside boards. We are grateful to her for her many contributions and wise counsel.

Our Board reflects the varied set of experiences, perspectives and skills necessary to position the Company for the future.

My fellow directors and I value your ongoing investment in the Company and thank you for the confidence you have placed in us.

2025 PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

The Annual Meeting of Shareholders (the “Annual Meeting”) of Stanley Black & Decker, Inc. (the “Company”) will be held virtually at www.virtualshareholdermeeting.com/SWK2025 on April 25, 2025, at 9:30 a.m. EDT for the following purposes:

Shareholders of record at the close of business on February 28, 2025, are entitled to vote at the Annual Meeting and any adjournment or postponement thereof. This Proxy Statement, the Annual Report, and the enclosed proxy card, or the Notice of Internet Availability of Proxy Materials, will first be mailed or made available to our shareholders on or about March 7, 2025. During the Annual Meeting, shareholders may view the list of shareholders entitled to notice of the meeting by visiting www.virtualshareholdermeeting.com/SWK2025.

Secretary

March 7, 2025

TIME: 9:30 a.m. EDT

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 25, 2025:

This Proxy Statement, together with the Proxy Card and our Annual Report, are available at www.proxyvote.com.

2025 PROXY STATEMENT