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.)

STANLEY BLACK & DECKER, INC.

March 8, 2024

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 26, 2024, at the John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 (see directions at the end of this document).

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 2024 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.

Very truly yours,

Donald Allan, Jr. President & Chief Executive Officer

Letter to Shareholders from the Chair of our Board

Dear Fellow Shareholder:

On behalf of Stanley Black & Decker’s Board of Directors (the “Board”), I look forward to welcoming you to our 2024 Annual Meeting of Shareholders. In advance of our meeting, and reflecting on our achievements in 2023, 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 of our shareholders.

Actively Engaging with Our Shareholders

During 2023, management and I, as Board Chair, participated in valuable discussions with shareholders regarding several key matters including the Company’s strategy, risk management, talent and executive compensation. In all, the Company reached out to shareholders representing greater than 60% of our shares outstanding and had direct engagement with 40% of those shareholders. 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 and Chief Executive Officer in 2022, and the Company continued to meet the plan’s milestones in 2023. 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, diverse 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 through this time of transition, 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, cybersecurity, 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.

Engagement on Executive Leadership

The Company needs the right leadership in order to succeed in its transformation, and the Board plays an important role in overseeing the hiring of key senior executives. During 2023, the Company hired three new, highly capable, seasoned and respected leaders that bring fresh and exciting perspectives: Chris Nelson, Chief Operating Officer, Executive Vice President and President, Tools & Outdoor; Patrick Hallinan, Executive Vice President, Chief Financial Officer; and John Lucas, Senior Vice President, Chief Human Resources Officer.

Most recently, Mr. Nelson served as President for Carrier’s flagship HVAC segment, where he led the global commercial and residential product and service portfolio and was responsible for driving profitable growth across that company’s global brands and where he led the business with a focus on innovating products through a global platform approach, accelerating digital innovation and growing segment market share. Mr. Nelson’s track record of successfully implementing growth strategies makes him an ideal leader to join Stanley Black & Decker at this point in our transformation.

Mr. Hallinan joined Stanley Black & Decker from Fortune Brands Innovations where he served as Executive Vice President and Chief Financial Officer and led the firm’s finance function. His career at Fortune Brands spanned 17 years, including various finance and technology leadership and general management roles across business segments where he gained significant exposure to multiple facets of the consumer market. His deep track record of delivering business performance, growth and value creation in complex, competitive industries makes him an ideal addition to the Company as we execute our transformation to streamline and optimize around our core businesses and strong portfolio of global brands.

Mr. Lucas has more than 35 years of human resources experience, serving for the last 10 years as the most senior HR executive for global multinational companies in the Fortune 50 and Fortune 150, including Lockheed Martin and Goodyear. He has also held senior human resources roles at Microsoft, Kodak and Merck. Mr. Lucas was most recently the founder of True North Human Capital Consulting, LLC, where he provided counsel to Fortune 200 and private companies across all areas of human capital strategies. Mr. Lucas brings a highly distinguished track record with world-class expertise in human capital management that will be instrumental to enabling the success of our business and culture as the leadership team continues to elevate the Company’s commitment to people and organizational effectiveness as they transform the business.

Oversight of Environmental Social and Governance (“ESG”) Strategy

In 2023, the Corporate Governance Committee oversaw the Company’s refresh of its ESG strategy. The Company updated and streamlined its ESG targets and further aligned them with its business priorities and goals. The streamlined ESG priorities are intended to help the Company manage risks and support long-term value creation.

Board Refreshment

In October 2023, as part of our ongoing commitment to Board refreshment and providing the appropriate mix of skills, perspectives and experiences on the Board, we welcomed Susan K. Carter as an independent director. Ms. Carter most recently served as Senior Vice President and Chief Financial Officer of Ingersoll Rand plc (now Trane Technologies plc) until her retirement in 2020 and has considerable financial and operational expertise and global operations oversight experience. Including Ms. Carter’s appointment, the Board has welcomed six independent directors in the last four years.

Patrick D. Campbell will be completing his tenure as a member of the Board effective as of the Annual Meeting after more than fifteen years of distinguished service. I would like to thank Pat for his years of wise counsel and many contributions.

Our Board reflects the diverse set of experiences, perspectives and skills necessary to position the Company for the future. Nine of ten director nominees are independent, and the average tenure of our director nominees is 3.9 years. Our director nominees include five women, two armed forces veterans, and two racially or ethnically diverse men. Two of our director nominees have lived and worked around the world, providing the Company with insights and opinions that are highly relevant to our global business.

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

Sincerely,

Andrea J. Ayers Chair of the Board

STANLEY BLACK & DECKER, INC.

Telephone: 860-225-5111

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 8, 2024

To the Shareholders:

The Annual Meeting of Shareholders (the “Annual Meeting”) of Stanley Black & Decker, Inc. (the “Company”) will be held at the John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 26, 2024, at 9:30 a.m. EDT for the following purposes:

Shareholders of record at the close of business on February 26, 2024, 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 8, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 26, 2024: This Proxy Statement, together with the Proxy Card and our Annual Report, are available atwww.proxyvote.com.

Janet M. Link

Secretary