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Item 5. Market for Registrant’s Common Equity

2023-02-23 compared with 2022-02-22 · 20 added, 33 removed, 16 unchanged (77% of the section changed)

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(“NYSE”) under the abbreviated ticker symbol “SWK”, and is a component of the Standard & Poor’s (“S&P”) 500 Composite Stock Price Index.

The Company’s high and low quarterly stock prices on the NYSE for the years ended January 1, 2022 and January 2, 2021 follow:

High Low Dividend Per

Share High Low Dividend Per

First $ 202.07 $ 169.35 $ 0.70 $ 172.53 $ 72.03 $ 0.69

Second $ 220.69 $ 194.92 $ 0.70 $ 148.23 $ 92.13 $ 0.69

Third $ 209.43 $ 174.87 $ 0.79 $ 166.25 $ 135.61 $ 0.70

Fourth $ 196.61 $ 171.07 $ 0.79 $ 190.94 $ 161.48 $ 0.70

Total $ 2.98 $ 2.78

The Company increased its annual dividend per common share by $0.20 in 2022 compared to 2021 and intends to continue to pay quarterly dividends in 2023.

In July 2022, the Company raised the quarterly dividend per common share, its 55th consecutive increase, which extended its record for the longest, consecutive quarterly and annual dividend payments among industrial companies.

As of February 1, 2023, there were 8,519 holders of record of the Company’s common stock.

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Issuer Purchases of Equity Securities

The following table provides information about the Company’s purchases of equity securities that are registered by the Company pursuant to Section 12 of the Securities Exchange Act of 1934 for the three months ended January 1, 2022:

2021 Total Number Of Shares Purchased

(a) Average Price Paid Per Share Total Number Of Shares Purchased As Part Of A Publicly Announced Plan

or Program Maximum Number Of Shares That May

Yet Be Purchased Under The Program

2022 Total Number Of Common Shares Purchased

(a) Average Price Paid Per Common Share Total Number Of Common Shares Purchased As Part Of A Publicly Announced Plan

or Program (In Millions)

Maximum Number Of Common Shares That May Yet Be Purchased Under The Program

October 2 - November 5 2,824 $ 76.43 — 20

November 6 - December 3 15,211 81.85 — 20

December 5 - January 1 15,877 187.71 — 20,000,000

December 4 - December 31 36,412 79.20 — 20

Total 54,447 $ 79.79 — 20

(a) The shares of common stock in this column were deemed surrendered to the Company by participants in various benefit plans of the Company to satisfy the participants’ taxes related to vesting or delivery of time-vesting restricted share units under those plans.

(b) On April 23, 2021, the Board of Directors approved a new repurchase program of up to 20.0 million shares of the Company's common stock (the "April 2021 Program") and terminated the previously approved repurchase program.

As of January 1, 2022, the authorized shares available for repurchase under April 2021 Program totaled 20.0 million shares.

On February 16, 2022, the Board of Directors terminated the April 2021 Program and approved a new repurchase program of up to the greater of (i) 20.0 million shares of the Company’s common stock;

and (ii) the number of shares of the Company’s common stock in the aggregate that can be purchased for an amount up to $2.5 billion.

As of February 16, 2022, the authorized shares available for purchase under the new program totaled the greater of (i) 20.0 million shares;

and (ii) the number of shares in the aggregate that can be purchased for an amount up to $2.5 billion.

The new repurchase program does not have an expiration date.

The Company may repurchase shares under the repurchase program through open market purchases, privately negotiated transactions or share repurchase programs, including one or more accelerated share repurchase programs (under which an initial payment for the entire repurchase amount may be made at the inception of the program).

(a) Shares of common stock in this column were deemed surrendered to the Company by participants in various benefit plans of the Company to satisfy the participants’ taxes related to vesting or delivery of time-vesting restricted share units under those plans.

(b) On April 21, 2022, the Board approved a share repurchase program of up to 20 million shares of the Company’s common stock (the “April 2022 Program”).

The April 2022 Program does not have an expiration date.

The Company may repurchase shares under the April 2022 Program through open market purchases, privately negotiated transactions or share repurchase programs, including one or more accelerated share repurchase programs (under which an initial payment for the entire repurchase amount may be made at the inception of the program).

Such repurchases may be funded from cash on hand, short-term borrowings or other sources of cash at the Company’s discretion, and the Company is under no obligation to repurchase any shares pursuant to the repurchase program.

In the second quarter of 2021, the Company net-share settled capped call options and received 344,004 shares.

This transaction was completed under the approved repurchase program in place prior to the April 2021 Program.

The currently authorized shares available for repurchase under the new repurchase program do not include approximately 3.6 million shares reserved and authorized for purchase under the Company’s approved repurchase program in place prior to the April 2021 Program relating to a forward share purchase contract entered into

in March 2015.

Refer to Note J, Capital Stock, of the Notes to Consolidated Financial Statements in Item 8 for further discussion.

The currently authorized shares available for repurchase under the April 2022 Program do not include approximately 3.6 million shares reserved and authorized for purchase under the Company’s approved repurchase program in place prior to the April 2022 Program relating to a forward share purchase contract entered into in March 2015.

Stock Performance Graph

The following line graph compares the yearly percentage change in the Company’s cumulative total shareholder return for the last five years to that of the S&P 500 Index and the S&P 500 Industrials Index.

The Company has decided to use the S&P 500 Industrials Index, which is utilized by a number of the Company’s industrial peers, for the purpose of this disclosure.

The following line graph compares the yearly percentage change in the Company’s cumulative total shareholder return for the last five years to that of the S&P 500 Index, S&P 500 Capital Goods Index and S&P 500 Industrials Index.

Following the recent portfolio transformation, the Company has elected to replace the S&P 500 Industrials Index with the S&P 500 Capital Goods Index which it believes is a more appropriate comparison.

The S&P 500 Capital Goods Index represents a more focused group of 45 companies across major industrial manufacturing categories that carry similar operational characteristics to the Company.

THE POINTS IN THE ABOVE TABLE ARE AS FOLLOWS:

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Stanley Black & Decker $ 100.00 $ 71.32 $ 101.54 $ 111.32 $ 119.46 $ 49.06

S&P 500 $ 100.00 $ 121.82 $ 115.48 $ 153.54 $ 181.29 $ 233.28

S&P 500 Industrials $ 100.00 $ 122.71 $ 118.04 $ 157.93 $ 194.02 $ 248.15

The comparison assumes $100 invested at the closing price on December 31, 2016 in the Company’s common stock, S&P 500 Index, and S&P 500 Industrials Index.

S&P 500 Index $ 100.00 $ 94.79 $ 126.03 $ 148.81 $ 191.48 $ 156.77

S&P 500 Capital Goods Index $ 100.00 $ 83.26 $ 110.83 $ 117.67 $ 139.93 $ 139.55

S&P 500 Industrials Index $ 100.00 $ 96.19 $ 128.70 $ 158.11 $ 202.22 $ 162.96

The comparison assumes $100 invested at the closing price on December 30, 2017 in the Company’s common stock, S&P 500 Index, S&P 500 Capital Goods Index, and S&P 500 Industrials Index.

Total return assumes reinvestment of dividends.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity