What changed in this filing

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Item 3. Legal Proceedings

2026-02-24 compared with 2025-02-18 · 50 added, 28 removed, 49 unchanged (61% of the section changed)

LEGAL PROCEEDINGS

Government Investigations

As previously disclosed, on January 19, 2024, the Company was notified by the Compliance and Field Operations Division (the “Division”) of the Consumer Product Safety Commission (“CPSC”) that the Division intends to recommend the imposition of a civil penalty of approximately $32 million for alleged untimely reporting in relation to certain utility bars and miter saws that were subject to voluntary recalls in September 2019 and March 2022, respectively.

Government Litigation

As previously disclosed, on January 19, 2024, the Company was notified by the Compliance and Field Operations Division (the “Division”) of the Consumer Product Safety Commission (“CPSC”) that the Division intended to recommend the imposition of a civil penalty of approximately $32 million for alleged untimely reporting in relation to certain utility bars and miter saws that were subject to voluntary recalls in September 2019 and March 2022, respectively.

The Company believes there are defenses to the Division’s claims, and has presented its defenses in a meeting with the Division on February 29, 2024 and in a written submission dated March 29, 2024.

2 unchanged sentences

On May 1, 2024, the Company was informed that the CPSC voted to refer the matter to the DOJ.

In December 2024, the CPSC requested that the Company reproduce documents previously provided to the CPSC following changes to the agency’s electronic file sharing system.

The Company has reproduced the requested documents to the CPSC.

The Company has not heard anything further from the CPSC

or the DOJ in relation to this matter since then and therefore is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount of potential loss, if any, from this matter.

In December 2024, the CPSC requested that the Company reproduce documents previously provided to the CPSC following changes to the agency’s electronic file sharing system, and the Company reproduced the requested documents to the CPSC.

Counsel for the Company and DOJ met to discuss the parties' positions.

On December 22, 2025, DOJ filed suit in the U.S.

District Court for the District of Maryland related to the matter, naming Black & Decker (U.S.) Inc.

as a defendant.

The Company believes that it took timely and appropriate action and intends to vigorously defend itself against the claims brought by DOJ.

The Company does not expect that any sum it may have to pay in connection with this matter, including any reserved amount, will have a materially adverse effect on its financial position, results of operations or liquidity.

The Company is committed to upholding the highest standards of corporate governance and is continuously focused on ensuring the effectiveness of its policies, procedures, and controls.

The Company is in the process, with the assistance of professional advisors, of reviewing and further enhancing relevant policies, procedures, and controls.

Class Action Litigation

1 unchanged sentence

Stanley Black & Decker, Inc., et al ., Case No.

3:23-cv-00369-KAD (the “ Rammohan Class Action”), was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers and directors.

The complaint was filed on behalf of a purported class consisting of all purchasers of Stanley Black & Decker common stock between October 28, 2021 and July 28, 2022, inclusive.

The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on allegedly false and misleading statements related to consumer demand for the Company’s products amid changing COVID-19 trends and macroeconomic conditions.

The complaint seeks unspecified damages and an award of costs and expenses.

On October 13, 2023, Lead Plaintiff General Retirement System of the City of Detroit filed an Amended Complaint that asserts the same claims and seeks the same forms of relief as the original complaint.

The Company intends to vigorously defend this action in all respects and on December 14, 2023, filed a motion to dismiss the Amended Complaint in its entirety.

Briefing on that motion concluded on April 5, 2024, and the Company awaits a decision on that motion.

Given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.

The complaint asserted violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on allegedly false and misleading statements related to consumer demand for the Company’s products amid changing COVID-19 trends and macroeconomic conditions.

The complaint sought unspecified damages and an award of costs and expenses.

On October 13, 2023, Lead Plaintiff General Retirement System of the City of Detroit filed an Amended Complaint that asserted the same claims and seeks the same forms of relief as the original complaint.

On December 14, 2023, Defendants filed a motion to dismiss the Amended Complaint in its entirety.

Briefing on that motion concluded on April 5, 2024.

Following the recent decision of the United States Court of Appeals for the Second Circuit in City of Hialeah Employees’ Retirement System v.

Peloton Interactive, Inc.

24-2803 (2d Cir.

2025), Lead Plaintiff informed Defendants that it wished to further amend its complaint.

Pursuant to a stipulation between the parties, so ordered by the District Court on September 30, 2025, Lead Plaintiff provided Defendants with a proposed second amended complaint on October 30, 2025, and Defendants consented to its filing.

Lead Plaintiff subsequently filed its Second Amended Complaint on November 14, 2025, asserting the same claims on behalf of the same putative class and seeking the same forms of relief as the prior complaints.

Defendants filed a renewed motion to dismiss on December 18, 2025.

Lead Plaintiff filed its opposition to Defendants’ renewed motion to dismiss on January 29, 2026, and Defendants filed a reply in support of their renewed motion to dismiss on February 19, 2026.

The Company intends to vigorously defend this action in all respects.

Given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any

potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.

Derivative Actions

21 unchanged sentences

Name and Age Office Date Elected to Office as an Executive Officer

Christopher J.

Nelson (55) President and Chief Executive Officer since October 2025.

Chief Operating Officer, Executive Vice President and President, Tools & Outdoor (2023).

President, HVAC, Carrier Global Corporation (2020);

President, Commercial HVAC, Carrier Global Corporation (2018);

President, North America HVAC, Carrier Global Corporation (2012).

Donald Allan, Jr.

(60) President and Chief Executive Officer since July 2022.

(61) Executive Chair since October 2025.

President and Chief Executive Officer (2022).

President and Chief Financial Officer (2021);

5 unchanged sentences

Assistant Controller (1999).

Hallinan (57) Executive Vice President and Chief Financial Officer since April 2023.

Hallinan (58) Executive Vice President, Chief Financial Officer and Chief Administrative Officer since January 2026.

Executive Vice President and Chief Financial Officer (2023).

Executive Vice President and Chief Financial Officer, Fortune Brands Innovations, Inc.

2 unchanged sentences

Vice President Finance and Chief Financial Officer, Moen Incorporated (2013).

Abuaita (52) Global Chief Supply Chain Officer and President, Industrial since July 2024.

Senior Vice President, Chief Supply Chain Officer (2022);

Senior Vice President and Chief Supply Chain Officer, SC Johnson & Son, Inc.

Link (55) Senior Vice President, General Counsel and Secretary since July 2017.

Executive Vice President, General Counsel, JC Penney Company, Inc.

Vice President, Deputy General Counsel, JC Penney Company, Inc.

Vice President, Deputy General Counsel, Clear Channel Companies (2013).

Christopher J.

Nelson (54) Chief Operating Officer, Executive Vice President and President, Tools & Outdoor since June 2023.

President, HVAC, Carrier Global Corporation (2020);

President, Commercial HVAC, Carrier Global Corporation (2018);

President, North America HVAC, Carrier Global Corporation (2012).

Beck (47) Senior Vice President and President, Tools & Outdoor since October 2025;

Tools & Outdoor General Manager, Chief Growth Officer (2025), Chief Growth Officer, Tools & Outdoor (2024);

Senior Vice President & Chief Marketing Officer, Elevance Health, Inc.

Vice President & General Manager - Kitchen, Whirlpool Corporation (2017).

Francesca Campbell (42) Senior Vice President, General Counsel and Corporate Secretary since February 2026.

Senior Vice President & Chief Legal Officer, Carrier Global Corporation (2024);

Vice President, Chief M&A Counsel & Corporate Secretary, Carrier Global Corporation (2023);

Vice President, Carrier Ventures, Chief M&A Counsel, Carrier Global Corporation (2021);

Associate, Davis Polk & Wardwell LLP (2012).

Agustin Lopez Diaz (48) Senior Vice President, Chief Supply Chain Officer since December 2025.

North America Supply Chain Officer, Schneider Electric (2024);

Global Chief Sustainability, Customer Satisfaction and Quality Officer, Schneider Electric SE (2022);

Group Chief Sustainability, Quality and Customer Satisfaction Officer, FORVIA (formerly Faurecia SE) (2018);

Senior Executive Global General Manager, Quality and Technical Regulations and Standards, GE Power (2013).

Deborah Wintner (57) Senior Vice President and Chief Human Resources Officer since August 2024.

3 unchanged sentences

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 3. Legal Proceedings