What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-18 · 542 added, 609 removed, 1482 unchanged (44% of the section changed)

5 unchanged sentences

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 28, 2024.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of January 3, 2026.

In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated Framework (2013 Framework).

Management concluded that based on its assessment, the Company’s internal control over financial reporting was effective as of December 28, 2024.

Management concluded that based on its assessment, the Company’s internal control over financial reporting was effective as of January 3, 2026.

Ernst & Young LLP, the auditor of the financial statements included in this annual report, has issued an attestation report on the registrant’s internal control over financial reporting, a copy of which appears on page 61.

Under the supervision and with the participation of management, including the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, the Company has, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act).

Based upon that evaluation, the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer have concluded that, as of December 28, 2024, the Company’s disclosure controls and procedures are effective.

Under the supervision and with the participation of management, including the Company’s President and Chief Executive Officer and its Executive Vice President, Chief Financial Officer and Chief Administrative Officer, the Company has, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act).

Based upon that evaluation, the Company’s President and Chief Executive Officer and its Executive Vice President, Chief Financial Officer and Chief Administrative Officer have concluded that, as of January 3, 2026, the Company’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended December 28, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

There has been no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended January 3, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

During the three months ended December 28, 2024 , no director or Section 16 officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the three months ended January 3, 2026 , no director or Section 16 officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

The information required by this Item, except for the identification of the executive officers of the Company presented in Part I of this Annual Report on Form 10-K under the caption "Information About Our Executive Officers," and certain information with respect to the Company’s Code of Business Ethics and any material changes to the procedures by which shareholders may recommend nominees to the Company’s Board of Directors, as set forth below, is incorporated herein by reference to the information set forth in the section of the Company’s definitive proxy statement (which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the close of the Company’s fiscal year) under the headings “Delinquent Section 16(a) Reports,” “Corporate Governance,” “Information Concerning Nominees for Election as Directors,” “Board of Directors,” and “ Insider Trading Policy .”

Available on the Company's website at https://www.stanleyblackanddecker.com under the “Investors” heading is the Code of Business Ethics applicable to all of its directors and officers, including the President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Chief Accounting Officer, and employees worldwide, as well as the Supplemental Code of Ethics for CEO and Senior Financial Officers, applicable to the Company’s President and Chief Executive Officer, and all senior financial officers, including the Executive Vice President and Chief Financial Officer and Chief Accounting Officer.

Available on the Company's website at https://www.stanleyblackanddecker.com in the “Governance” section is the Code of Business Ethics applicable to all of its directors and officers, including the President and Chief Executive Officer, Executive Vice President, Chief Financial Officer and Chief Administrative Officer, and Chief Accounting Officer, and employees worldwide, as well as the Supplemental Code of Ethics for CEO and Senior Financial Officers, applicable to the Company’s President and Chief Executive Officer, and all senior financial officers, including the Executive Vice President, Chief Financial Officer and Chief Administrative Officer, and Chief Accounting Officer.

The Company intends to post on its website required information regarding any amendment to, or waiver from, the Code of Business Ethics or the Code of Ethics for CEO and Senior Financial Officers that applies to the Company's President and Chief Executive Officer and senior financial officers within four business days after any such amendment or waiver.

4 unchanged sentences

EQUITY COMPENSATION PLAN INFORMATION

Compensation plans under which the Company’s equity securities are authorized for issuance at December 28, 2024 follow:

Compensation plans under which the Company’s equity securities are authorized for issuance at January 3, 2026 follow:

Plan Category Number of securities to be

17 unchanged sentences

Because there is no strike price applicable to these stock awards they are excluded from the weighted-average exercise price which pertains solely to outstanding stock options.

(3) Consists of 921,982 of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and 5,869,501 securities available for future grants under stock-based compensation plans.

(3) Consists of 794,421 shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and 3,861,648 securities available for future grants under stock-based compensation plans.

On April 26, 2024, the Company’s shareholders approved the adoption of the 2024 Omnibus Award Plan (the “2024 Plan”), which was approved by the Board of Directors on February 27, 2024.

1 unchanged sentence

No further awards will be issued under the Company's 2022 Plan.

non-highly compensated employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the Employee Stock Ownership Plan ("ESOP") section of Note K, Employee Benefit Plans, of the Notes to the Consolidated Financial Statements in Item 8.

non-highly compensated employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the Retirement Account Plan ("RAP") section of Note K, Employee Benefit Plans, of the Notes to the Consolidated Financial Statements in Item 8.

The Company contributes an amount equal to one half of the employee contribution up to the first 7% of salary.

2 unchanged sentences

employees are eligible to contribute from 1% to 50% of their salary to the non-qualified tax deferred savings plan.

The same matching arrangement was provided for highly compensated salaried employees in the non-qualified plan, to the extent the match was not fully met in the qualified plan, except that the arrangement for these employees is outside of the ESOP, and is

not funded in advance of distributions.

distributions.

If the Company decides to make matching contributions for a year, it will make contributions, in an amount determined at its discretion, that may constitute part or all of or more than the matching contributions that would have been made pursuant to the provisions of the Stanley Black & Decker Supplemental Retirement Account Plan that were in effect prior to 2019.

1 unchanged sentence

Shares of the Company’s common stock may be issued at the time of a distribution from the qualified plan.

The number of securities remaining available for issuance under the plans at December 28, 2024 is not determinable, since the plans do not authorize a maximum number of securities.

The number of securities remaining available for issuance under the plans at January 3, 2026 is not determinable, since the plans do not authorize a maximum number of securities.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

18 unchanged sentences

Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page 61).

Consolidated Statements of Operations — fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 (page 62).

Consolidated Statements of Comprehensive Income (Loss) — fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 (page 63).

Consolidated Balance Sheets — December 28, 2024 and December 30, 2023 (page 64).

Consolidated Statements of Cash Flows — fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 (page 65).

Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 (page 67).

Consolidated Statements of Operations — fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 (page 62).

Consolidated Statements of Comprehensive Income (Loss) — fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 (page 63).

Consolidated Balance Sheets — January 3, 2026 and December 28, 2024 (page 64).

Consolidated Statements of Cash Flows — fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 (page 65).

Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 (page 66).

Notes to Consolidated Financial Statements (page 67).

6 unchanged sentences

and Subsidiaries

Fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022

Fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023

(Millions of Dollars)

1 unchanged sentence

Expenses Charged

Accounts (b) (a)

Deductions Ending

Accounts (b) Deductions (a) Ending

Allowance for Credit Losses:

14 unchanged sentences

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management has assessed the effectiveness of Stanley Black & Decker, Inc.’s internal control over financial reporting as of December 28, 2024.

Management has assessed the effectiveness of Stanley Black & Decker, Inc.’s internal control over financial reporting as of January 3, 2026.

Management concluded that based on its assessment, Stanley Black & Decker, Inc.’s internal control over financial reporting was effective as of December 28, 2024.

Management concluded that based on its assessment, Stanley Black & Decker, Inc.’s internal control over financial reporting was effective as of January 3, 2026.

Ernst & Young LLP, Registered Public Accounting Firm included in this annual report, has issued an attestation report on the registrant’s internal control over financial reporting, a copy of which appears on page 61 .

/s/ Donald Allan, Jr.

Donald Allan, Jr., President and Chief Executive Officer

/s/ Christopher J.

Christopher J.

President and Chief Executive Officer

/s/ Patrick Hallinan

Patrick Hallinan, Executive Vice President & Chief Financial Officer

Patrick Hallinan

Executive Vice President, Chief Financial Officer & Chief Administrative Officer

Report of Independent Registered Public Accounting Firm

2 unchanged sentences

We have audited the accompanying consolidated balance sheets of Stanley Black & Decker, Inc.

(the Company) as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive income (loss), shareowners’ equity and cash flows for each of the three years in the period ended December 28, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, in conformity with U.S.

and Subsidiaries (the Company) as of January 3, 2026 and December 28, 2024, the related consolidated statements of operations, comprehensive income (loss), changes in shareowners’ equity and cash flows for each of the three years in the period ended January 3, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 3, 2026 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2026, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 18, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

13 unchanged sentences

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Centredale Site Environmental Accrual

Description of the Matter As described in Note R to the consolidated financial statements, the total environmental accrued liability as of December 28, 2024 is $275.4 million, which includes the cost estimate for the Centredale Manor Restoration Project Superfund Site (Centredale Site) in the amount of $161.8 million.

The Company’s accrued liability represents estimated future environmental remediation costs based on currently available facts with respect to each individual site and includes such factors as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites.

Auditing the Company’s environmental accrued liability related to the Centredale Site was challenging and highly judgmental due to the significant estimation required to determine the future remediation costs.

The Company’s methodology for estimating future remediation costs involves significant assumptions and inputs, including projected material volumes and disposal costs.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to estimate the Centredale Site accrued liability.

For example, we tested controls over the Company’s evaluation process over third-party consultants and management’s review of the estimates and key assumptions.

To test the estimated future remediation costs related to the Centredale Site, we performed audit procedures that included, among others, testing the key assumptions discussed above.

We compared these assumptions to current industry and economic trends, and to actual historical costs related to remedial efforts.

We made various inquiries of internal and external counsel and evaluated external communications, including those from the US Environmental Protection Agency, to evaluate the Company’s remediation methodology.

We used our internal environmental specialists to assist in our evaluation of the methodology used and the significant assumptions and inputs used by the Company to determine the estimated future remediation costs.

Valuation of Goodwill and Indefinite-Lived Intangibles

Description of the Matter As reflected in the Company’s consolidated financial statements, at January 3, 2026, the Company’s goodwill and indefinite-lived intangible assets, consisting of trade names, totaled $7.3 billion and $2.3 billion, respectively.

As discussed in Note A to the consolidated financial statements, goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually during the third quarter, and at any time when events suggest an impairment more likely than not has occurred.

As a result of the Company’s 2025 annual impairment tests, the Company recognized a $108.4 million pre-tax, non-cash impairment charge related to the Lenox, Troy-Bilt and Irwin trade names.

Auditing management’s annual goodwill and indefinite-lived intangible assets impairment test was complex and judgmental due to the significant estimation required in determining the fair value of the reporting units and the fair value of the indefinite-lived trade name intangible assets.

In particular, the fair value estimates of the reporting units included the application of assumptions to cash flow projections such as discount rates, near-term revenue growth rates, perpetual revenue growth rates and earnings before interest, taxes, depreciation and amortization margin rates.

The fair value estimates of indefinite-lived intangible assets included the application of assumptions to projected sales such as discount rates, royalty rates and perpetual revenue growth rates.

These assumptions are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill and indefinite-lived intangible assets annual impairment testing process, including controls over management’s review of the significant assumptions discussed above.

To test the estimated fair value of the Company’s reporting units and indefinite-lived intangible assets, we performed audit procedures that included, among others, assessing methodologies, testing the significant assumptions discussed above, and testing the completeness and accuracy of the underlying data used by the Company in its analyses.

We also compared the significant assumptions to current industry and economic trends, changes to the Company’s business, customer base or product mix and other relevant factors.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting units and indefinite-lived intangible assets that would result from changes in the assumptions.

We involved an internal valuation professional to assist in evaluating the Company’s models, valuation methodology, and certain significant assumptions used in the fair value estimates.

We also tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

/s/ Ernst & Young LLP

5 unchanged sentences

Opinion on Internal Control Over Financial Reporting

We have audited Stanley Black & Decker, Inc.’s internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

We have audited Stanley Black & Decker, Inc.

and Subsidiaries’ internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Stanley Black & Decker, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive income (loss), shareowners’ equity and cash flows for each of the three years in the period ended December 28, 2024, and the related notes and schedule listed in the Index at Item 15(a) and our report dated February 18, 2025 expressed an unqualified opinion thereon.

and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 3, 2026, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 3, 2026 and December 28, 2024, the related consolidated statements of operations, comprehensive income (loss), changes in shareowners’ equity and cash flows for each of the three years in the period ended January 3, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

18 unchanged sentences

Consolidated Statements of Operations

Fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022

Fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023

(Millions of Dollars, Except Per Share Amounts)

15 unchanged sentences

Net earnings (loss) from continuing operations $ 401.9 $ 286.3 $ ( 281.7 )

Net earnings attributable to non-controlling interests — — 0.2

Net earnings (loss) from continuing operations attributable to Stanley Black & Decker, Inc.

$ 286.3 $ ( 281.7 ) $ 170.1

Preferred stock dividends and beneficial conversion feature — — 5.8

Net Earnings (Loss) from Continuing Operations Attributable to Common Shareowners $ 286.3 $ ( 281.7 ) $ 164.3

Contract adjustment payments accretion — — 1.2

Net Earnings (Loss) from Continuing Operations Attributable to Common Shareowners - Diluted $ 286.3 $ ( 281.7 ) $ 165.5

Earnings (loss) from discontinued operations before income taxes (including 2024 pre-tax gain on Security sale of $ 10.4 million, 2023 pre-tax loss on Security sale of $ 14.3 million and 2022 pre-tax gain on Security sale of $ 1,197.4 million )

10.4 ( 14.3 ) 1,210.9

Income taxes on discontinued operations (including 2024 income taxes of $ 2.4 million for gain on Security sale, 2023 income taxes of $ 14.5 million for loss on Security sale and 2022 income taxes of $ 312.5 million for gain on Security sale)

2.4 14.5 318.5

Gain (loss) on sale of discontinued operations before income taxes — 10.4 ( 14.3 )

Income taxes on discontinued operations — 2.4 14.5

Net earnings (loss) from discontinued operations $ — $ 8.0 $ ( 28.8 )

Net Earnings (Loss) Attributable to Common Shareowners - Diluted $ 294.3 $ ( 310.5 ) $ 1,057.9

Net Earnings (Loss) Attributable to Stanley Black & Decker, Inc.

$ 294.3 $ ( 310.5 ) $ 1,062.5

Net Earnings (Loss) $ 401.9 $ 294.3 $ ( 310.5 )

Basic earnings (loss) per share of common stock:

8 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022

Fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023

(Millions of Dollars)

2025 2024 2023

Net Earnings (Loss) from Continuing Operations Attributable to Common Shareowners $ 286.3 $ ( 281.7 ) $ 164.3

Net earnings (loss) from continuing operations $ 401.9 $ 286.3 $ ( 281.7 )

Net earnings (loss) from discontinued operations — 8.0 ( 28.8 )

$ 401.9 $ 294.3 $ ( 310.5 )

Other comprehensive (loss) income:

Other comprehensive income (loss):

Currency translation adjustment and other 408.6 ( 337.9 ) 75.1

Gains on cash flow hedges, net of tax 25.8 2.0 5.3

Gains (losses) on net investment hedges, net of tax 13.5 ( 8.9 ) 2.0

Pension gains (losses), net of tax 46.8 ( 17.8 ) 83.2

Other comprehensive (loss) income $ ( 251.8 ) $ 50.4 $ ( 273.9 )

(Losses) gains on cash flow hedges, net of tax ( 26.5 ) 25.8 2.0

(Losses) gains on net investment hedges, net of tax ( 29.5 ) 13.5 ( 8.9 )

Pension (losses) gains, net of tax ( 2.1 ) 46.8 ( 17.8 )

Other comprehensive income (loss) $ 350.5 $ ( 251.8 ) $ 50.4

Comprehensive income (loss) attributable to common shareowners $ 752.4 $ 42.5 $ ( 260.1 )

1 unchanged sentence

Consolidated Balance Sheets

December 28, 2024 and December 30, 2023

January 3, 2026 and December 28, 2024

(Millions of Dollars, Except Share and Per Share Amounts)

46 unchanged sentences

Consolidated Statements of Cash Flows

Fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022

Fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023

(Millions of Dollars)

2 unchanged sentences

Net earnings (loss) $ 401.9 $ 294.3 $ ( 310.5 )

Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

Depreciation and amortization of property, plant and equipment 365.6 426.3 432.4

Amortization of intangibles 146.8 163.2 192.7

Inventory step-up amortization — — 80.3

Loss on sales of businesses 0.3 — 10.8

15 unchanged sentences

Other long-term liabilities ( 260.0 ) 66.9 113.0

Net cash provided by (used in) operating activities 1,106.9 1,191.3 ( 1,459.5 )

Net cash provided by operating activities 971.2 1,106.9 1,191.3

Investing Activities:

1 unchanged sentence

Sales of assets 16.9 14.8 15.1

Business acquisitions, net of cash acquired — — ( 71.9 )

Sales of businesses, net of cash sold 5.0 735.6 ( 5.7 )

Net investment hedge settlements — — 10.6

Other ( 0.1 ) ( 2.3 ) 1.6

Net cash provided by (used in) investing activities 394.2 ( 327.7 ) 3,572.6

Net cash (used in) provided by investing activities ( 261.5 ) 394.2 ( 327.7 )

Financing Activities:

Payments on long-term debt ( 850.5 ) — —

Proceeds from debt issuances, net of fees — — 745.3

Net short-term commercial paper repayments ( 1,056.9 ) ( 1,044.7 ) ( 138.1 )

Stock purchase contract fees — — ( 39.4 )

Credit facility borrowings — — 2,500.0

Credit facility repayments — — ( 2,500.0 )

Net short-term commercial paper borrowings (repayments) 572.9 ( 1,056.9 ) ( 1,044.7 )

Purchases of common stock for treasury ( 20.1 ) ( 17.7 ) ( 16.1 )

Proceeds from issuance of remarketed preferred stock — — 750.0

Redemption and conversion of preferred stock — — ( 750.0 )

Proceeds from issuances of common stock 8.9 24.8 19.0

Craftsman contingent consideration payments — — ( 18.0 )

Termination of interest rate swaps — — 22.7

Cash dividends on common stock ( 500.6 ) ( 491.2 ) ( 482.6 )

Cash dividends on preferred stock — — ( 5.8 )

Other ( 5.0 ) ( 15.7 ) ( 18.9 )

4 unchanged sentences

Cash, cash equivalents and restricted cash, end of year $ 287.4 $ 292.8 $ 454.6

The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances as of December 28, 2024 and December 30, 2023, as shown above:

December 28, 2024 December 30, 2023

The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances as of January 3, 2026 and December 28, 2024, as shown above:

January 3, 2026 December 28, 2024

Cash and cash equivalents $ 280.1 $ 290.5

Restricted cash included in Other current assets 7.3 2.3

Cash and cash equivalents included in Current assets held for sale — 0.6

Cash, cash equivalents and restricted cash $ 287.4 $ 292.8

1 unchanged sentence

Consolidated Statements of Changes in Shareowners’ Equity

Fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022

Fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023

(Millions of Dollars, Except Share and Per Share Amounts)

5 unchanged sentences

Interests Shareowners’

Balance January 1, 2022 $ 620.3 $ 442.3 $ 4,999.2 $ 8,742.4 $ ( 1,845.6 ) $ ( 1,368.1 ) $ 1.9 $ 11,592.4

Net earnings 1,062.5 0.2 1,062.7

Other comprehensive loss ( 273.9 ) ( 273.9 )

Balance December 31, 2022 $ 442.3 $ 5,055.6 $ 9,333.3 $ ( 2,119.5 ) $ ( 2,999.6 ) $ 2.1 $ 9,714.2

Net loss ( 310.5 ) ( 310.5 )

Other comprehensive income 50.4 50.4

Cash dividends declared — $ 3.22 per common share

( 482.6 ) ( 482.6 )

Cash dividends declared — $ 75.00 per annum per preferred share

( 5.8 ) ( 5.8 )

Issuance of common stock ( 817,110 shares)

2 unchanged sentences

( 16.1 ) ( 16.1 )

Conversion of original Series D Preferred stock ( 4,723,500 shares)

( 620.3 ) 42.6 575.9 ( 1.8 )

Issuance of Remarketed Series D Preferred Stock ( 750,000 shares)

Redemption of Remarketed Series D Preferred Stock ( 750,000 shares)

( 750.0 ) ( 750.0 )

Stock-based compensation related 90.7 90.7

Non-controlling interest liquidation ( 2.1 ) ( 2.1 )

Stock-based compensation 83.8 83.8

Balance December 30, 2023 $ 442.3 $ 5,059.0 $ 8,540.2 $ ( 2,069.1 ) $ ( 2,916.3 ) $ — $ 9,056.1

Net loss ( 310.5 ) ( 310.5 )

Other comprehensive income 50.4 50.4

Net earnings 294.3 294.3

Other comprehensive loss ( 251.8 ) ( 251.8 )

Cash dividends declared — $ 3.26 per common share

4 unchanged sentences

( 17.7 ) ( 17.7 )

Non-controlling interest liquidation ( 2.1 ) ( 2.1 )

Stock-based compensation related 83.8 83.8

Stock-based compensation 105.4 105.4

Balance December 28, 2024 $ 442.3 $ 5,071.3 $ 8,343.3 $ ( 2,320.9 ) $ ( 2,816.1 ) $ — $ 8,719.9

Net earnings 401.9 401.9

Other comprehensive loss ( 251.8 ) ( 251.8 )

Other comprehensive income 350.5 350.5

Cash dividends declared — $ 3.30 per common share

4 unchanged sentences

( 20.1 ) ( 20.1 )

Stock-based compensation related 105.4 105.4

Balance December 28, 2024 $ — $ 442.3 $ 5,071.3 $ 8,343.3 $ ( 2,320.9 ) $ ( 2,816.1 ) $ — $ 8,719.9

Stock-based compensation 94.1 94.1

Balance January 3, 2026 $ 442.3 $ 5,063.0 $ 8,244.6 $ ( 1,970.4 ) $ ( 2,724.9 ) $ — $ 9,054.6

See Notes to Consolidated Financial Statements.

4 unchanged sentences

The Company’s fiscal year ends on the Saturday nearest to December 31.

There were 52 weeks in fiscal years 2024, 2023 and 2022.

There were 53 weeks in fiscal year 2025 and 52 weeks in fiscal years 2024 and 2023.

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.

On December 22, 2025, the Company announced that it had entered into a definitive agreement for the sale of the Consolidated Aerospace Manufacturing ("CAM") business.

Based on management's commitment to sell this business, the assets and liabilities related to CAM were classified as held for sale on the Company's Consolidated Balance Sheet as of January 3, 2026.

There were no assets or liabilities held for sale relating to CAM as of December 28, 2024.

This pending divestiture does not qualify for discontinued operations and therefore, its results are included in the Company's continuing operations for all periods presented.

On April 1, 2024, the Company completed the sale of its Infrastructure business.

As of December 30, 2023, the assets and liabilities related to the Infrastructure business were classified as held for sale on the Company's Consolidated Balance Sheet.

This divestiture did not qualify for discontinued operations, and therefore, the results of the Infrastructure business were included in the Company's continuing operations for all periods presented through the date of sale.

On August 19, 2022, the Company completed the sale of its Oil & Gas business.

This divestiture did not qualify for discontinued operations, and therefore, the results of the Oil & Gas business were included in the Company's continuing operations through the date of sale.

On July 22, 2022, the Company completed the sale of its Convergent Security Solutions ("CSS") business comprised of the commercial electronic security and healthcare businesses.

On July 5, 2022, the Company completed the sale of its Mechanical Access Solutions ("MAS") business, the automatic doors business.

The CSS and MAS divestitures represented a single plan to exit the Security segment and were considered a strategic shift that had a major effect on the Company’s operations and financial results.

As a result, the operating results of CSS and MAS were reported as discontinued operations in the consolidated financial statements through their respective dates of sale.

The divestitures above are part of the Company's strategic commitment to simplify and streamline its portfolio to focus on the core Tools & Outdoor and Industrial businesses.

Refer to Note S, Divestitures , for further discussion on these transactions.

This divestiture did not qualify for discontinued operations, and therefore, the results of the Infrastructure business were included in the Company's continuing operations through the date of sale.

The divestitures above are part of the Company's strategic commitment to simplify and streamline its portfolio to focus on the core Tools & Outdoor and Engineered Fastening businesses.

Refer to Note S, Divestitures , for further discussion.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements.

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CASH EQUIVALENTS — Highly liquid investments with original maturities of three months or less are considered cash equivalents.

ACCOUNTS AND FINANCING RECEIVABLE — Trade receivables are stated at gross invoice amounts less discounts, other allowances and provisions for credit losses.

Financing receivables are initially recorded at fair value, less impairments or provisions for credit losses.

Interest income earned from financing receivables that are not delinquent is recorded on the effective interest method.

The Company considers any financing receivable that has not been collected within 90 days of original billing date as past-due or delinquent.

The Company's payment terms are generally consistent with the industries in which its businesses operate and typically range from 30-90 days globally.

Additionally, the Company considers the credit quality of all past-due or delinquent financing receivables as nonperforming.

The Company does not adjust the promised amount of consideration for the effects of a significant financing component when the period between transfer of the product and receipt of payment is less than one year.

Any significant financing components for contracts greater than one year are included in revenue over time.

ALLOWANCE FOR CREDIT LOSSES — The Company maintains an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of its receivables.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES — Trade receivables are stated at gross invoice amounts less discounts, other allowances and provisions for credit losses.

The Company maintains an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of its receivables.

The allowance is determined using two methods.

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First, a specific reserve is established for individual accounts where information indicates the customers may have an inability to meet financial obligations.

Second, a reserve is determined for all customers based on a range of percentages applied to aging

Second, a reserve is determined for all customers based on a range of percentages applied to aging categories.

These percentages are based on historical collection rates, write-off experience, and forecasts of future economic conditions.

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If the carrying amount of the asset was to exceed the fair value, it would be written down to fair value.

Refer to Note E, Goodwill And Intangible Assets, for further discussion of the intangible asset impacts relating to the 2024 impairment charge for the Lenox trade name and the 2023 impairment charge for the Irwin and Troy-Bilt trade names.

Refer to Note S, Divestitures , for further discussion of the 2024 and 2023 goodwill impairment charges related to the Infrastructure business.

Refer to Note E, Goodwill And Intangible Assets, for further discussion of the 2025 impairment charges related to the Lenox, Troy-Bilt, and Irwin indefinite-lived trade names and the 2024 impairment charge related to Lenox.

Refer to Note S, Divestitures , for further discussion of the 2024 goodwill impairment charges related to the Infrastructure business.

FINANCIAL INSTRUMENTS — Derivative financial instruments are employed to manage risks, including foreign currency, interest rate exposures and commodity prices and are not used for trading or speculative purposes.

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Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service and evidence of the fair value of the advertising, in which case the expense is classified as selling, general, and administrative expense.

The Company’s revenues can be generated from contracts with multiple performance obligations.

When a contract involves multiple performance obligations, each obligation is separately identified and the transaction price is allocated based on the amount of consideration the Company expects to be entitled to in exchange for transferring the promised good or service to the customer.

For performance obligations that the Company satisfies over time, revenue is recognized by consistently applying a method of measuring progress toward complete satisfaction of that performance obligation.

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Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability.

Incremental costs of obtaining or fulfilling a contract with a customer that are expected to be recovered are recognized and classified in Other current assets or Other assets in the Consolidated Balance Sheets and are typically amortized over the contract period.

contract period.

The Company recognizes the incremental costs of obtaining or fulfilling a contract as expense when incurred if the amortization period of the asset is one year or less.

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For other postretirement benefits, amortization occurs when the net gains and losses exceed 10% of the accumulated postretirement benefit obligation at the beginning of the year.

For ongoing, active plans, the amount in excess of

the corridor is amortized on a straight-line basis over the average remaining service period for active plan participants.

For ongoing, active plans, the amount in excess of the corridor is amortized on a straight-line basis over the average remaining service period for active plan participants.

For plans with primarily inactive participants, the amount in excess of the corridor is amortized on a straight-line basis over the average remaining life expectancy of inactive plan participants.

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INCOME TAXES — The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

Deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse.

Deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using the enacted tax rates in effect for the

year in which the differences are expected to reverse.

Any changes in tax rates on deferred tax assets and liabilities are recognized in income in the period that includes the enactment date.

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Diluted earnings per share include the impact of common stock equivalents using the treasury stock method or the if-converted method, as applicable, when the effect is dilutive.

NEW ACCOUNTING STANDARDS ADOPTED — In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions .

The standard clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring the fair value of the security.

The new standard also requires certain disclosures related to equity securities with contractual sale restrictions.

The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

The Company adopted this standard in the first quarter of 2024 and it did not have a material impact on its consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations.

The standard requires that a buyer in a supplier finance program disclose sufficient information about the key terms of the program, the amount of outstanding confirmed obligations at period end, where the

obligations are presented in the balance sheet, and a rollforward of the obligations during the annual period.

The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.

The amendments in this update should be applied retrospectively to all periods in which a balance sheet is presented, except for the rollforward requirement, which is applied prospectively.

The Company adopted this standard in the first quarter of 2023, with the exception of the amendment on rollforward information which was adopted in fiscal year 2024.

Refer to Note Q, Commitments and Guarantees , for further discussion.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The new standard provides improvements to reportable segment disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis.

The standard also requires the disclosure of the chief operating decision maker’s (“CODM”) title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single reportable segment must provide all disclosures required by this amendment.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The standard should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted this standard in fiscal year 2024.

Refer to Note O, Business Segments and Geographic Areas , for further discussion.

RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED — In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

NEW ACCOUNTING STANDARDS ADOPTED — In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations.

The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted.

The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) before income tax expense (benefit), and income tax expense (benefit).

The ASU is effective for fiscal years beginning after December 15, 2024.

The standard can be applied prospectively or retrospectively.

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

The Company adopted this standard in fiscal year 2025 on a prospective basis and included the required disclosures in Note P , Income Taxes .

RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED — In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

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ACCOUNTS AND NOTES RECEIVABLE, NET

(Millions of Dollars) December 28, 2024 December 30, 2023

(Millions of Dollars) January 3, 2026 December 28, 2024

Trade accounts receivable $ 775.0 $ 950.4

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Trade receivables are dispersed among a large number of retailers, distributors and industrial accounts in many countries.

The Company actively manages its accounts receivables to maximize liquidity and mitigate credit risk through customer payment terms, accounts receivable sale programs, and ongoing customer credit monitoring and evaluations.

Adequate reserves have been established to cover anticipated credit losses.

The changes in the allowance for credit losses for the years ended December 28, 2024 and December 30, 2023 are as follows:

The changes in the allowance for credit losses for the years ended January 3, 2026 and December 28, 2024 are as follows:

(Millions of Dollars) 2025 2024

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(a) Amounts represent charge-offs less recoveries, the impacts of foreign currency translation, divestitures and net transfers to/from other accounts.

The Company has an accounts receivable sale program.

According to the terms, the Company sells certain of its trade accounts receivables at fair value to a wholly owned, consolidated, bankruptcy-remote special purpose subsidiary (“BRS").

The Company has an accounts receivable sale program in which the Company sells certain of its trade accounts receivables at fair value to a wholly owned, consolidated, bankruptcy-remote special purpose subsidiary (“BRS").

The BRS, in turn, can sell such receivables to a third-party financial institution (“Purchaser”) for cash.

The Purchaser’s maximum cash investment in the receivables at any time is $ 110.0 million.

The purpose of the program is to provide liquidity to the Company.

These transfers qualify as sales under ASC 860, Transfers and Servicing, and receivables are derecognized from the Company’s Consolidated Balance Sheets when the BRS sells those receivables to the Purchaser.

At January 3, 2026 and December 28, 2024, net receivables of approximately $ 110.0 million and $ 95.1 million, respectively, were derecognized.

Proceeds from transfers of receivables to the Purchaser totaled $ 459.0 million and $ 402.3 million for the years ended January 3, 2026 and December 28, 2024, respectively, and payments to the Purchaser totaled $ 444.1 million and $ 417.2 million, respectively.

The Company has no retained interests in the transferred receivables, other than collection and administrative responsibilities.

At December 28, 2024, the Company did not record a servicing asset or liability related to its retained responsibility based on its assessment of the servicing fee, market values for similar transactions and its cost of servicing the receivables sold.

At December 28, 2024 and December 30, 2023, net receivables of approximately $ 95.1 million and $ 110.0 million, respectively, were derecognized.

Proceeds from transfers of receivables to the Purchaser totaled $ 402.3 million and $ 455.7 million for the years ended December 28, 2024 and December 30, 2023, respectively, and payments to the Purchaser totaled $ 417.2 million and $ 455.7 million, respectively.

The program resulted in a pre-tax loss of $ 5.4 million for each of the years ended December 28, 2024 and December 30, 2023.

All cash flows under the program are reported as a component of changes in accounts receivable within operating activities in the Consolidated Statements of Cash Flows since all the cash from the Purchaser is received upon the initial sale of the receivable.

As of December 28, 2024 and December 30, 2023, the Company's deferred revenue totaled $ 101.6 million and $ 116.8 million, respectively, of which $ 31.3 million and $ 31.7 million, respectively, was classified as current.

Revenue recognized for the years ended December 28, 2024 and December 30, 2023 that was previously deferred as of December 30, 2023 and December 31, 2022 totaled $ 28.6 million and $ 27.3 million, respectively.

At January 3, 2026, the Company did not record a servicing asset or liability related to its retained responsibility based on its assessment of the servicing fee, market values for similar transactions and its cost of servicing the receivables sold.

Transfers qualify as sales under ASC 860, Transfers and Servicing, and receivables are derecognized from the Company’s Consolidated Balance Sheets upon the sale of the receivables to the Purchaser.

All cash flows are reported as a component of changes in accounts receivable within operating activities in the Consolidated Statements of Cash Flows since all the cash from the Purchaser is received upon the initial sale of the receivable.

As of January 3, 2026 and December 28, 2024, the Company's deferred revenue totaled $ 86.5 million and $ 101.6 million, respectively, of which $ 27.3 million and $ 31.3 million, respectively, was classified as current.

Revenue recognized for the years ended January 3, 2026 and December 28, 2024 that was previously deferred as of December 28, 2024 and December 30, 2023 totaled $ 29.6 million and $ 28.6 million, respectively.

INVENTORIES, NET

(Millions of Dollars) December 28, 2024 December 30, 2023

(Millions of Dollars) January 3, 2026 December 28, 2024

Finished products $ 2,919.8 $ 2,943.5

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Total $ 4,157.1 $ 4,536.4

Net inventories in the amount of $ 2.7 billion at December 28, 2024 and $ 2.8 billion at December 30, 2023 were valued at the lower of LIFO cost or market.

If the LIFO method had not been used, inventories would have been higher than reported by $ 197.2 million at December 28, 2024 and $ 256.1 million at December 30, 2023.

Net inventories in the amount of $ 2.4 billion at January 3, 2026 and $ 2.7 billion at December 28, 2024 were valued at the lower of LIFO cost or market.

If the LIFO method had not been used, inventories would have been higher than reported by $ 382.8 million at January 3, 2026 and $ 197.2 million at December 28, 2024.

PROPERTY, PLANT AND EQUIPMENT

(Millions of Dollars) December 28, 2024 December 30, 2023

(Millions of Dollars) January 3, 2026 December 28, 2024

Land $ 104.8 $ 132.0

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GOODWILL — The changes in the carrying amount of goodwill by segment are as follows:

(Millions of Dollars) Tools & Outdoor Industrial Total

(Millions of Dollars) Tools & Outdoor Engineered Fastening

Balance December 30, 2023 $ 5,976.3 $ 2,019.6 $ 7,995.9

Reclassification to assets held for sale — ( 540.5 ) ( 540.5 )

Foreign currency translation and other ( 67.1 ) ( 23.3 ) ( 90.4 )

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Foreign currency translation and other 116.1 5.7 121.8

Balance December 28, 2024 $ 5,909.2 $ 1,996.3 $ 7,905.5

Goodwill totaling $ 540.5 million relating to the Infrastructure business was reclassified to assets held for sale as of December 30, 2023.

The Infrastructure goodwill amount was included in the determination of the impairment charge recorded in the fourth quarter of 2023 and the first quarter of 2024 to adjust the carrying amount of Infrastructure’s long-lived assets to its estimated fair value less selling costs prior to the sale of the business in the second quarter of 2024.

Refer to Note S, Divestitures , for further discussion.

Reclassification to assets held for sale — ( 739.4 ) ( 739.4 )

Balance January 3, 2026 $ 6,025.3 $ 1,262.6 $ 7,287.9

As required by the Company's policy, the Company performed its annual goodwill impairment testing in the third quarter of 2025.

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The key assumptions used were discount rates and perpetual growth rates applied to cash flow projections.

Also inherent in the discounted cash flow valuations were near-term revenue growth rates over the next six years .

Also inherent in the discounted cash flow valuations were near-term revenue growth rates and Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") margin rates.

These assumptions contemplated business, market and overall economic conditions.

Based on the results of the annual impairment testing performed in the third quarter of 2025, the Company determined that the fair values of each of its reporting units exceeded their respective carrying amounts.

INTANGIBLE ASSETS — Definite-lived intangible assets at December 28, 2024 and December 30, 2023 were as follows:

When a portion of a reporting unit is classified as held for sale, the Company allocates goodwill to the disposal group based on the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained.

The Company then performs a goodwill impairment test on the remaining reporting unit.

As previously discussed, in December 2025, the Company entered into an agreement to sell its CAM business.

As of January 3, 2026, the Company classified the CAM business, a portion of the Engineered Fastening reporting unit, as held for sale and allocated $ 739.4 million of the goodwill of the Engineered Fastening reporting unit to CAM.

The Company then performed a goodwill impairment test on the remaining reporting unit after the allocation to CAM, which did not result in impairment.

Refer to Note S, Divestitures , for further discussion of the pending CAM divestiture.

INTANGIBLE ASSETS — Definite-lived intangible assets at January 3, 2026 and December 28, 2024 were as follows:

(Millions of Dollars) Gross

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Total $ 2,369.5 $ ( 1,538.3 ) $ 2,927.8 $ ( 1,544.4 )

Net intangibles totaling $ 214.3 million were reclassified to assets held for sale as of December 30, 2023 related to the divestiture of the Infrastructure business.

Indefinite-lived trade names totaled $ 2.348 billion at December 28, 2024 and $ 2.396 billion at December 30, 2023.

Net intangibles totaling $ 410.1 million were reclassified to assets held for sale as of January 3, 2026 related to the pending divestiture of the CAM business.

Indefinite-lived trade names totaled $ 2.256 billion at January 3, 2026 and $ 2.348 billion at December 28, 2024.

The year-over-year change is primarily due to a $ 108.4 million pre-tax, non-cash impairment charge, as discussed below, as well as currency fluctuations.

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The key assumptions used included discount rates, royalty rates, and perpetual growth rates applied to the projected sales.

With the exception of the Lenox trade name discussed below, the Company determined that the fair values of its indefinite-lived trade names exceeded their respective carrying amounts.

During 2024, the Company continued its brand prioritization and investment strategy for its major brands, while leveraging certain of its specialty brands in a more focused manner.

As a result of these ongoing brand prioritization efforts, the Company recognized a $ 41.0 million pre-tax, non-cash impairment charge related to the Lenox trade name in the third quarter of 2024.

Subsequent to this impairment charge, the carrying value of the Lenox trade name totaled $ 115.0 million.

During the third quarter of 2023, the Company recognized a $ 124.0 million pre-tax, non-cash impairment charge related to the Irwin and Troy-Bilt trade names.

Subsequent to this impairment charge, the carrying value of the Irwin and Troy-Bilt trade names totaled $ 113.0 million.

The Company intends to continue utilizing these trade names indefinitely, which represented approximately 6 % of 2024 net sales for the Tools & Outdoor segment.

With the exception of the Lenox, Troy-Bilt, and Irwin trade names discussed below, the Company determined that the fair values of its indefinite-lived trade names exceeded their respective carrying amounts.

During 2025, the Company updated its brand prioritization strategy to transition targeted product categories to its priority global brands, while leveraging certain of its complementary brands on more focused product categories and regions where those brands hold more meaningful market positions and value to end users.

As a result of these strategic decisions, the Company recognized a $ 108.4 million pre-tax, non-cash impairment charge related to the Lenox, Troy-Bilt, and Irwin trade names in the third quarter of 2025.

Subsequent to this impairment charge, the carrying value of the Lenox, Troy-Bilt, and Irwin trade names totaled $ 119.6 million.

In the third quarter of 2024, the Company recognized a $ 41.0 million pre-tax, non-cash impairment charge related to the Lenox trade name.

The Lenox, Troy-Bilt, and Irwin trade names, which the Company intends to continue utilizing indefinitely in a more focused manner as described above, represented approximately 5 % of 2025 net sales for the Tools & Outdoor segment.

Intangible assets amortization expense by segment was as follows:

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Tools & Outdoor $ 96.6 $ 101.6 $ 103.1

Industrial 61.6 89.6 94.4

Engineered Fastening 50.2 61.6 89.6

Consolidated $ 146.8 $ 163.2 $ 192.7

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ACCRUED EXPENSES

(Millions of Dollars) December 28, 2024 December 30, 2023

(Millions of Dollars) January 3, 2026 December 28, 2024

Payroll and related taxes $ 269.0 $ 329.8

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Current lease liability 133.1 126.6

Forward stock purchase contract — 337.4

Accrued interest 55.3 71.6

2 unchanged sentences

LONG-TERM DEBT AND FINANCING ARRANGEMENTS

December 28, 2024 December 30, 2023

January 3, 2026 December 28, 2024

(Millions of Dollars) Interest Rate Notional Value Carrying Value 1

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Notes payable due 2060 (junior subordinated) 2

Other, payable in varying amounts 2025 through 2026 4.23 %- 4.31 %

6.71 % 750.0 741.9 741.6

Other, payable due 2026 4.31 % 0.2 0.2 0.7

Total long-term debt, including current maturities $ 5,304.5 $ 5,258.1 $ 6,103

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Long-term debt $ 4,703.3 $ 5,602.6

1 Carrying values are net of unamortized discounts, deferred issuance costs, unamortized terminated swaps and purchase accounting fair value adjustments.

As of December 28, 2024, the total aggregate annual principal maturities of long-term debt for the next five years and thereafter are as follows:

1 Carrying 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 .

2 In 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.

These maturities represent the principal amounts to be paid and accordingly exclude the remaining $ 7.5 million of unamortized fair value adjustments made in acquisition accounting, which increased the Black & Decker note payable due 2028 and MTD notes payable due 2026 and 2028, as well as $ 4.8 million of unamortized discounts, a net loss of $ 19.3 million pertaining to unamortized termination gains and losses on interest rate swaps (as described in Note H, Financial Instruments), and $ 32.2 million of unamortized deferred financing fees.

In March 2023, the Company issued $ 350.0 million of senior unsecured term notes maturing March 6, 2026 ("2026 Term Notes") and $ 400.0 million of senior unsecured term notes maturing March 6, 2028 (“2028 Term Notes”).

The 2026 Term Notes accrue interest at a fixed rate of 6.272 % per annum and the 2028 Term Notes at a fixed rate of 6.0 % per annum, with interest payable semi-annually in arrears, and both notes rank equally in right of payment with all of the Company's existing and future unsecured, unsubordinated debt.

The Company received total net proceeds from this offering of $ 745.3 million, net of $ 4.7 million of underwriting expenses and other fees associated with the transaction.

The Company used the net proceeds from the offering for general corporate purposes, including repayment of indebtedness under the commercial paper program.

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 Facilities

The Company has a $ 3.5 billion commercial paper program which includes Euro denominated borrowings in addition to U.S.

As of December 28, 2024, the Company had no commercial paper borrowings outstanding.

As of December 30, 2023, the Company had commercial paper borrowings outstanding of $ 1.1 billion, of which $ 399.7 million in Euro denominated commercial paper was designated as a net investment hedge.

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.

Refer to Note H, Financial Instruments , for further discussion.

As of December 28, 2024, the Company had no commercial paper borrowings outstanding.

In June 2024, the Company amended and restated its existing five-year $ 2.5 billion committed credit facility with the concurrent execution of a new five-year $ 2.25 billion committed credit facility (the “ 5 -Year Credit Agreement”).

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The 5 -Year Credit Agreement is designated to be a liquidity back-stop for the Company's $ 3.5 billion U.S.

Dollar and Euro

commercial paper program.

As of December 28, 2024 and December 30, 2023, the Company had no t drawn on its five-year committed credit facility.

In June 2024, the Company terminated its 364 -Day $ 1.5 billion committed credit facility ("the 2023 Syndicated 364 -Day Credit Agreement") dated September 2023.

Dollar and Euro commercial paper program.

As of January 3, 2026 and December 28, 2024, the Company had no t drawn on its five-year committed credit facility.

In June 2025, the Company terminated its 364 -Day $ 1.25 billion committed credit facility ("the 2024 Syndicated 364 -Day Credit Agreement") dated June 2024.

There were no outstanding borrowings under the 2024 Syndicated 364 -Day Credit Agreement upon termination and as of December 28, 2024.

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Dollar and Euro commercial paper program.

As of December 28, 2024, the Company had no t drawn on its 2024 Syndicated 364 -Day Credit Agreement .

In addition, the Company has other short-term lines of credit that are primarily uncommitted, with numerous banks, aggregating to $ 296.2 million, of which $ 205.7 million was available at December 28, 2024 and $ 90.5 million of the short-term credit lines were utilized primarily pertaining to outstanding letters of credit for which there are no required or reported debt balances.

As of January 3, 2026, the Company had not drawn on its 2025 Syndicated 364 -Day Credit Agreement .

In addition, the Company has other short-term lines of credit that are primarily uncommitted, with numerous banks, aggregating to $ 299.8 million, of which $ 216.1 million was available at January 3, 2026, and $ 83.7 million of the short-term credit lines were utilized primarily pertaining to outstanding letters of credit for which there are no required or reported debt balances.

Short-term arrangements are reviewed annually for renewal.

At December 28, 2024, the aggregate amount of short-term and long-term committed and uncommitted lines of credit was approximately $ 3.8 billion.

At January 3, 2026, the aggregate amount of short-term and long-term committed and uncommitted lines of credit was approximately $ 3.8 billion.

The weighted-average interest rates on U.S.

dollar denominated short-term borrowings for the years ended December 28, 2024 and December 30, 2023 were 5.6 % and 5.1 %, respectively.

The weighted-average interest rates on Euro denominated short-term borrowings for the years ended December 28, 2024 and December 30, 2023 were 3.9 % and 3.5 %, respectively.

dollar denominated short-term borrowings for the years ended January 3, 2026 and December 28, 2024 were 4.6 % and 5.6 %, respectively.

The weighted-average interest rates on Euro denominated short-term borrowings for the years ended January 3, 2026 and December 28, 2024 were 2.3 % and 3.9 %, respectively.

Interest paid relating to the Company's indebtedness, including long-term debt and commercial paper borrowings, during 2025, 2024 and 2023 amounted to $ 520.6 million, $ 479.9 million and $ 531.5 million, respectively.

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The interest coverage ratio tested for covenant compliance compares adjusted Earnings Before Interest, Taxes, Depreciation and Amortization to Adjusted Net Interest Expense ("Adjusted EBITDA"/"Adjusted Net Interest Expense").

The Company must maintain, for each period of four consecutive fiscal quarters of the Company, an interest coverage ratio of not less than 3.50 to 1.00, provided that the Company is only required to maintain an interest coverage ratio of not less than (i) 1.50 to 1.00 for any four fiscal quarter period ending on or before the end of the Company’s second fiscal quarter of 2024, and (ii) 2.50 to 1.00 for any four fiscal quarter period ending after the Company’s second fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025.

For purposes of calculating the Company’s compliance with the interest coverage ratio, as defined in each credit agreement, the Company is permitted to increase EBITDA to allow for additional adjustment addbacks incurred prior to the end of the Company’s second fiscal quarter of 2025, provided that (A) the sum of the applicable adjustment addbacks incurred through and including the Company’s second fiscal quarter of 2024 may not exceed $ 500 million in the aggregate, and (B) the sum of the applicable adjustment addbacks incurred from the Company’s third fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025 may not exceed $ 250 million in the aggregate;

provided, further, that the sum of the applicable adjustment addbacks for any four consecutive fiscal quarter period may not exceed $ 500 million in the aggregate.

For purposes of calculating the Company’s compliance with the interest coverage ratio, the Company is permitted to increase EBITDA by an amount equal to the Applicable Adjustment Addbacks (as defined in the 2025 Syndicated 364 -Day Credit Agreement), provided that the sum of the Applicable Adjustment Addbacks incurred in any four consecutive fiscal quarter periods ending on or before the end of the Company’s second fiscal quarter of 2026 shall not exceed $ 250,000,000 in the aggregate.

FINANCIAL INSTRUMENTS

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If the Company elects to do so and if the instrument meets the criteria specified in ASC 815, Derivatives and Hedging , management designates its derivative instruments as cash flow hedges, fair value hedges or net investment hedges.

Generally, commodity price exposures are not hedged with derivative financial instruments and instead are actively managed through

customer pricing initiatives, procurement-driven cost reduction initiatives and other productivity improvement projects.

Generally, commodity price exposures are not hedged with derivative financial instruments and instead are actively managed through customer pricing initiatives, procurement-driven cost reduction initiatives and other productivity improvement projects.

Financial instruments are not utilized for speculative purposes.

A summary of the fair values of the Company’s derivatives recorded in the Consolidated Balance Sheets at December 28, 2024 and December 30, 2023 is as follows:

A summary of the fair values of the Company’s derivatives recorded in the Consolidated Balance Sheets at January 3, 2026 and December 28, 2024 is as follows:

(Millions of Dollars) Balance Sheet

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Foreign Exchange Contracts Cash Flow Other current assets $ 1.4 $ 23.7 Accrued expenses $ 10.0 $ 0.9

Net Investment Hedge Other current assets 2.9 — Accrued expenses 9.3 —

Non-derivative designated as hedging instrument:

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The risk of default is considered remote.

As of December 28, 2024 and December 30, 2023, there were no assets that had been posted as collateral related to the above mentioned financial instruments.

Cash flows related to derivatives, including those that are separately discussed below, resulted in net cash paid of $ 0.1 million in 2024, net cash paid of $ 30.1 million in 2023, and net cash received of $ 86.2 million in 2022.

CASH FLOW HEDGES — There were after-tax mark-to-market losses of $ 16.7 million and $ 42.5 million as of December 28, 2024 and December 30, 2023, respectively, reported for cash flow hedge effectiveness in Accumulated other comprehensive loss.

An after-tax gain o f $ 7.4 million is expected to be reclassified to earnings as the hedged transactions occur or as amounts are amortized within the next twelve months.

As of January 3, 2026 and December 28, 2024, there were no assets that had been posted as collateral related to the above mentioned financial instruments.

Cash flows related to derivatives, including those that are separately discussed below, resulted in net cash paid of $ 22.4 million in 2025, $ 0.1 million in 2024, and $ 30.1 million in 2023.

CASH FLOW HEDGES — There were after-tax mark-to-market losses of $ 43.2 million and $ 16.7 million as of January 3, 2026 and December 28, 2024, respectively, reported for cash flow hedge effectiveness in Accumulated other comprehensive loss.

An after-tax loss o f $ 10.6 million is expected to be reclassified to earnings as the hedged transactions occur or as amounts are amortized within the next twelve months.

The ultimate amount recognized will vary based on fluctuations of the hedged currencies and interest rates through the maturity dates.

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For 2025, after-tax losses of $ 2.0 million were reclassified from Accumulated other comprehensive loss into earnings (inclusive of the gain/loss amortization on terminated derivative instruments) during the periods in which the underlying hedged transactions affected earnings.

After-tax losses o f $ 3.6 million and after-tax gains of $ 26.4 million were reclassified in 2023 and 2022, respectively.

After-tax losses o f $ 1.5 million and $ 3.6 million were reclassified in 2024 and 2023, respectively.

Interest Rate Contracts:

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The cash flows stemming from the maturity and termination of the swaps are presented within financing activities in the Consolidated Statements of Cash Flows.

As of December 28, 2024 and December 30, 2023, the Company did not have any outstanding forward starting swaps designated as cash flow hedges.

During 2021, the Company entered into forward starting interest rate swaps totaling $ 400.0 million to offset expected variability on future interest rate payments associated with debt instruments expected to be issued in the future.

During 2022, these swaps were terminated resulting in a gain of $ 22.7 million which was recorded in Accumulated other comprehensive loss and is being amortized to interest expense over future periods.

As of January 3, 2026 and December 28, 2024, the Company did not have any outstanding forward starting swaps designated as cash flow hedges.

Forward Contracts:

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There are no components excluded from the assessment of effectiveness for these contracts.

At December 28, 2024 and December 30, 2023, the notional value of forward currency contracts outstanding is 537.8 million, maturing in 2025, and $ 300.0 million, maturing in 2024, respectively.

In February 2025, the Company entered into forward currency contracts with notional values totaling $ 85 million, maturing in 2025.

At January 3, 2026 and December 28, 2024, the notional value of forward currency contracts outstanding is $ 598.3 million, maturing in 2026, and $ 537.8 million, maturing in 2025, respectively.

In January 2026, the Company entered into forward currency contracts with notional values totaling $ 166 million, maturing in 2026 and 2027.

FAIR VALUE HEDGES

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Prior to termination, the changes in the fair value of the swaps and the offsetting changes in fair value related to the underlying notes were recognized in earnings.

The Company did not have any active fair value interest rate swaps at December 28, 2024 or December 30, 2023.

The Company did not have any active fair value interest rate swaps at January 3, 2026 or December 28, 2024.

A summary of the pre-tax effect of fair value hedge accounting on the Consolidated Statements of Operations for 2025, 2024 and 2023 is as follows:

2025 2024 2023

(Millions of Dollars)

Interest Expense

(Millions of Dollars) Interest Expense Interest Expense Interest Expense

Total amount in the Consolidated Statements of Operations in which the effects of the fair value hedges are recorded $ 516.3 $ 498.6 $ 559.4

Amortization of gain on terminated swaps $ ( 0.4 ) $ ( 0.4 ) $ ( 0.4 )

A summary of the amounts recorded in the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges as of December 28, 2024 and December 30, 2023 is as follows:

A summary of the amounts recorded in the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges as of January 3, 2026 and December 28, 2024 is as follows:

(Millions of Dollars) 2025 Carrying Amount of Hedged Liability 1

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The Company utilizes net investment hedges to offset the translation adjustment arising from re-measurement of its investment in the assets and liabilities of its foreign subsidiaries.

The total after-tax amounts in Accumulated other comprehensive loss were gains of $ 78.4 million and $ 64.9 million at December 28, 2024 and December 30, 2023, respectively.

As of December 28, 2024 and December 30, 2023, the Company did not have any net investment hedges with a notional value outstanding.

The total after-tax amounts in Accumulated other comprehensive loss were gains of $ 48.9 million and $ 78.4 million at January 3, 2026 and December 28, 2024, respectively.

As of January 3, 2026 the Company had cross currency swaps with notional values totaling $ 220 million maturing in 2026, hedging a portion of its Chinese Renminbi and Taiwan Dollar denominated investments.

As of December 28, 2024, the Company did not have any net investment hedges with a notional value outstanding.

As of January 3, 2026, the Company had $ 555.6 million in Euro denominated commercial paper hedging a portion of the Company's Euro denominated investments.

As of December 28, 2024, the Company did not have any Euro denominated commercial paper.

As of December 30, 2023, the Company had Euro denominated commercial paper with a value of $ 399.7 million, which matured in 2024, hedging a portion of the Company's Euro denominated net investments.

Maturing foreign exchange contracts resulted in no cash paid or received in 2024 and 2023, and net cash received of $ 10.6 million during 2022.

Maturing foreign exchange contracts resulted in no cash paid or received in 2025, 2024 and 2023.

Gains and losses on net investment hedges remain in Accumulated other comprehensive loss until disposal of the underlying assets.

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Forward Contracts $ 1.0 $ — Other, net $ — $ —

Cross Currency Swap $ ( 4.4 ) $ — Other, net $ 4.3 $ ( 4.3 )

Non-derivative designated as Net Investment Hedge $ ( 31.2 ) $ — Other, net $ — $ —

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Forward Contracts $ 0.4 $ — Other, net $ — $ —

Cross Currency Swap $ ( 1.2 ) $ 2.5 Other, net $ 1.5 $ 1.5

Non-derivative designated as Net Investment Hedge $ ( 12.0 ) $ — Other, net $ — $ —

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The objective is to minimize the impact of foreign currency fluctuations on operating results.

The total notional amount of the forward contracts outstanding at December 28, 2024 was $ 1.3 billion maturing on various dates through 2025.

The total notional amount of the forward contracts outstanding at January 3, 2026 was $ 1.4 billion maturing on various dates through 2026.

The total notional amount of the forward contracts outstanding at December 28, 2024 was $ 1.3 billion maturing on various dates through 2025.

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CAPITAL STOCK

EARNINGS PER SHARE — The following table reconciles net earnings (loss) attributable to common shareowners and the weighted-average shares outstanding used to calculate basic and diluted earnings (loss) per share for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022.

EARNINGS 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.

2025 2024 2023

Numerator (in millions):

Net Earnings (Loss) from Continuing Operations Attributable to Common Shareowners $ 286.3 $ ( 281.7 ) $ 164.3

Contract adjustment payments accretion — — 1.2

Net Earnings (Loss) from Continuing Operations Attributable to Common Shareowners - Diluted 286.3 ( 281.7 ) 165.5

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) Attributable to Common Shareowners - Diluted $ 294.3 $ ( 310.5 ) $ 1,057.9

Net Earnings (Loss) $ 401.9 $ 294.3 $ ( 310.5 )

2025 2024 2023

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Diluted weighted-average shares outstanding 151,878 151,297 149,751

2025 2024 2023

Earnings (loss) per share of common stock:

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Number of stock options 6,234 5,141 5,406

In November 2019, the Company issued 7,500,000 Equity Units with a total notional value of $ 750.0 million ( “ 2019 Equity Units”).

Each unit had a stated amount of $ 100 and initial ly consisted of a three-year forward stock purchase contract ( “ 2022 Purchase Contracts”) for the purchase of a variable number of shares of common stock, on November 15, 2022, for a price of $ 100 and a 10 % beneficial ownership interest in one share of 0 % Series D Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $ 1,000 per share (“Series D Preferred Stock”).

The shares associated with the forward stock purchase contracts component of the 2019 Equity Units were reflected in diluted earnings per share using the if-converted method.

Upon the adoption of ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , in the first quarter of 2022, the common shares that would be required to settle the applicable conversion value of the Series D Preferred Stock were included in the denominator of diluted earnings per share using the if-converted method through the date of redemption as discussed below.

In accordance with the standard, the Company increased weighted-average shares outstanding used to calculate diluted earnings per share for the year ended December 31, 2022 by 3.6 million shares.

In November 2022, the Company generated cash proceeds of $ 750 million from the successful remarketing of the Series D Preferred Stock (the "Remarketed Series D Preferred Stock").

Upon completion of the remarketing, the holders of the 2019 Equity Units received 4,723,500 common shares and the Company issued 750,000 shares of Remarketed Series D Preferred Stock.

Holders of the Remarketed Series D Preferred Stock were entitled to receive cumulative dividends, if declared by the Board of Directors, at an initial fixed rate equal to 7.5 % per annum of the $ 1,000 per share liquidation preference (equivalent to

$ 75.00 per annum per share).

On November 15, 2022, the Company informed holders that it would redeem all outstanding shares of the Remarketed Series D Preferred Stock on December 22, 2022 at $ 1,007.71 per share in cash, which was equal to 100 % of the liquidation preference of a share of Remarketed Series D Preferred Stock, plus accumulated and unpaid dividends to, but excluding December 22, 2022.

In December 2022, the Company redeemed the Remarketed Series D Preferred Stock, paying $ 750 million in cash.

COMMON STOCK ACTIVITY — Common stock activity for 2025, 2024 and 2023 was as follows:

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Outstanding, less shares subject to the forward share purchase contract 151,390,901 150,727,423 149,974,578

In March 2022, the Company executed accelerated share repurchase ("ASR") agreements with a notional amount of $ 2.0 billion, which was funded through borrowings under one of its then existing 364-Day committed credit facilities.

The ASR terms provided for an initial delivery of 85 % of the total notional share equivalent at execution or 10,756,770 shares of common stock.

In May 2022, the Company received an additional 3,211,317 shares in aggregate, determined by the volume-weighted average price of the Company’s common stock during the term of the transaction.

The final shares delivered reflect a blended settlement price of $ 143.18 per share for the entire transaction.

In February 2022, the Company also executed open market share repurchases for a total of 1,888,601 shares of common stock for $ 300.0 million.

Upon completion of the remarketing of the Series D Preferred Stock in November 2022, the holders of the 2019 Equity Units received 4,723,500 common shares and the Company issued 750,000 shares of Remarketed Series D Preferred Stock.

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 June 2024, the Company amended the forward share purchase contract and updated the final settlement date to June 2026, or earlier at the Company's option.

The reduction of common shares outstanding was recorded at the inception of the forward share purchase contract in March 2015 and factored into the calculation of weighted-average shares outstanding at that time.

COMMON STOCK RESERVED — Common stock shares reserved for issuance under various employee and director stock plans at December 28, 2024 and December 30, 2023 are as follows:

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.

The reduction of common shares

outstanding was recorded at the inception of the forward share purchase contract in March 2015 and factored into the calculation of weighted-average shares outstanding at that time.

COMMON STOCK RESERVED — Common stock shares reserved for issuance under various employee and director stock plans at January 3, 2026 and December 28, 2024 are as follows:

Employee stock purchase plan 794,421 921,982

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Stock Options:

The number of stock options and weighted-average exercise prices as of December 28, 2024 are as follows:

The number of stock options and weighted-average exercise prices as of January 3, 2026 are as follows:

Options Price

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Forfeited ( 771,718 ) 109.38

Outstanding, December 28, 2024 5,918,571 $ 128.59

Exercisable, December 28, 2024 4,339,550 $ 140.93

At December 28, 2024, the range of exercise prices on outstanding stock options was $ 77.83 to $ 193.97 per share.

Outstanding, January 3, 2026 5,928,076 $ 125.81

Exercisable, January 3, 2026 4,683,215 $ 135.62

At January 3, 2026, the range of exercise prices on outstanding stock options was $ 69.03 to $ 193.97 per share.

Stock option expense was $ 21.5 million, $ 25.3 million and $ 26.6 million for 2025, 2024 and 2023, respectively.

At December 28, 2024, the Company had $ 20.0 million of unrecognized pre-tax compensation expense for stock options.

At January 3, 2026, the Company had $ 12.3 million of unrecognized pre-tax compensation expense for stock options.

This expense will be recognized over the remaining vesting periods which are 1.7 years on a weighted-average basis.

During 2024, the Company received $ 14.5 million in cash from the exercise of stock options.

The related cash tax benefit from the exercise of these options wa s $ 0.4 million .

During 2025, the Company received $ 1.1 million in cash from the exercise of stock options and there was no related cash tax benefit .

D uring 2025, 2024, and 2023, the total intrinsic value of options exercised was $ 0.1 million, $ 1.9 million, and $ 1.0 million, respectively.

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During 2025, 2024, and 2023, the tax shortfall recognized was $ 2.5 million, $ 0.3 million, and $ 0.1 million, respectively, and was recorded in income tax expens e.

Outstanding and exercisable stock option information at December 28, 2024 follows:

Outstanding and exercisable stock option information at January 3, 2026 follows:

Outstanding Stock Options Exercisable Stock Options

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The expense for retirement eligible employees (as defined in Note A, Significant Accounting Policies ) is recognized by the date they become retirement eligible, as such employees may retain their options for the 10 -year contractual term in the event they retire prior to the end of the vesting period stipulated in the grant.

As of December 28, 2024, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $ 1.9 million and $ 1.2 million, respectively.

As of January 3, 2026, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $ 0.2 million and zero , respectively.

Employee Stock Purchase Plan:

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and expected lives of one year .

The weighted-average fair value of those purchase rights granted in 2024, 2023 and 2022 was $ 27.38 , $ 21.26 and $ 38.51 , respectively.

The weighted-average fair value of those purchase rights granted in 2025, 2024, and 2023 was

$ 15.53 , $ 27.38 , and $ 21.26 , respectively.

Total compensation expense recognized for ESPP was $ 1.6 million, $ 3.7 million, and $ 3.6 million in 2025, 2024, and 2023, respectively.

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During 2025, 2024, and 2023, the tax shortfall recognized was $ 1.8 million, $ 0.8 million, and $ 1.9 million, respectively.

As of December 28, 2024, unrecognized compensation expense for RSUs amounted to $ 70.8 million and will be recognized over a weighted-average period of 1.4 years.

A summary of non-vested restricted share units and award activity as of December 28, 2024, and changes during the year then ended is as follows:

As of January 3, 2026, unrecognized compensation expense for RSUs amounted to $ 52.8 million and will be recognized over a weighted-average period of 1.0 year.

A summary of non-vested restricted share units and award activity as of January 3, 2026, and changes during the year then ended is as follows:

Restricted Share

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Forfeited ( 216,830 ) 96.11

Non-vested at December 28, 2024 1,479,983 $ 95.44

Non-vested at January 3, 2026 1,382,259 $ 87.70

The total fair value of vested RSUs (market value on the date vested) during 2025, 2024, and 2023 was $ 67.6 million, $ 59.4 million, and $ 49.9 million, respectively.

Prior to 2020, non-employee members of the Board of Directors received annual restricted share-based grants which must be cash settled, and accordingly mark-to-market accounting is applied.

In 2024, the Company recognized $ 0.9 million of income for these awards.

In 2023 and 2022, the Company recognized $ 1.5 million of expense and $ 9.8 million of income for these awards, respectively.

In 2025, 2024, and 2023 , the Company recognized $ 1.6 million of income, $ 0.9 million of income, and $ 1.5 million of expense for these awards, respectively.

Beginning in 2020, the annual grant issued to non-employee members of the Board of Directors is stock settled.

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Total income recognized in 2023 related to these MICP-PSUs approxi mated $ 5.0 million.

The total expense recognized in 2022 related to these MICP-PSUs approxi mated $ 9.1 million.

The related cash tax benefit received related to the shares that were delivered in 2023 and 2022 was $ 0.9 million and $ 3.6 million, respectively.

There was no compensation cost for these performance awards recognized in 2024, as the 2020 MICP-PSUs were fully vested.

The related cash tax benefit received related to the shares that were delivered in 2023 was $ 0.9 million.

There was no compensation cost for these performance awards recognized in 2025 or 2024, as the 2020 MICP-PSUs were fully vested.

Long-Term Performance Awards:

The Company has granted Long-Term Performance Awards (“LTIP”) under its 2022 Plan and 2018 Omnibus Award Plan to senior management employees for achieving Company performance measures.

The Company has granted Long-Term Performance Awards (“LTIP”) to senior management employees for achieving Company performance measures.

Awards are payable in shares of common stock, which may be subject to restrictions if the employee has not achieved certain stock ownership levels, and generally no award is made if the employee terminates employment prior to the settlement date.

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Each grant has two separate performance goals representing 75 % of the grant date value and one market-based metric representing 25 % of the grant date value.

made in 2025, the performance goals were adjusted EBITDA and cash flow return on investment measured for each year within the three-year performance period.

For grants made in 2024 and 2023, the performance goals are relative organic sales growth measured over the three-year performance period and cash flow return on investment measured for each year within the three-year performance period.

For grants made in 2022, the annual performance goals were earnings per share and cash flow return on investment.

For all years, the market-based metric measures the Company’s common stock return relative to peers over the three-year performance period.

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Share settlements are based on actual performance in relation to these goals.

Expense recognized for these performance awards was $ 9.7 million and $ 1.7 million in 2024 and 2023, respectively.

Income recognized for these performance awards in 2022 was $ 2.4 million.

Expense recognized for these performance awards was $ 3.7 million, $ 9.7 million, and $ 1.7 million in 2025, 2024, and 2023, respectively.

With the exception of the market-based metric comprising 25 % of the award, in the event performance goals are not met, compensation cost is not recognized and any previously re cognized compensation cost is reversed.

The related cash tax benefit received related to the shares that were delivered in 2024, 2023, and 2022 was $ 0.1 million, $ 0.3 million and $ 1.3 million, respectively.

The tax shortfall recognized in 2024, 2023 and 2022 was $ 0.5 million , $ 0.5 million and less than $ 0.1 million, respectively.

In 2025, the Company did not receive a cash tax benefit from the exercise of performance awards.

The related cash tax benefit received related to the shares that were delivered in 2024 and 2023 was $ 0.1 million and $ 0.3 million, respectively.

The tax shortfall recognized in 2025, 2024, and 2023 was $ 0.3 million , $ 0.5 million, and $ 0.5 million, respectively.

A summary of the activity pertaining to the maximum number of shares that may be issued is as follows:

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Granted 463,348 85.79

Vested ( 15,562 ) 163.45

Forfeited ( 403,752 ) 121.00

Non-vested at December 28, 2024 1,019,148 $ 96.50

Non-vested at January 3, 2026 1,078,744 $ 82.73

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in the accumulated balances for each component of Accumulated other comprehensive loss:

(Millions of Dollars) Currency translation adjustment and other (Losses) gains on cash flow hedges, net of tax Gains (losses) on net investment hedges, net of tax Pension (losses) gains, net of tax Total

Balance - December 31, 2022 $ ( 1,907.4 ) $ ( 44.5 ) $ 73.8 $ ( 241.4 ) $ ( 2,119.5 )

Other comprehensive income (loss) before reclassifications 75.1 ( 1.6 ) ( 8.9 ) ( 26.9 ) 37.7

Reclassification adjustments to earnings — 3.6 — 9.1 12.7

Net other comprehensive income (loss) 75.1 2.0 ( 8.9 ) ( 17.8 ) 50.4

(Millions of Dollars) Currency translation adjustment and other Cash flow hedges, net of tax Net investment hedges, net of tax Pension and other postretirement benefits, net of tax Total

Balance - December 30, 2023 $ ( 1,832.3 ) $ ( 42.5 ) $ 64.9 $ ( 259.2 ) $ ( 2,069.1 )

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Balance - December 28, 2024 $ ( 2,170.2 ) $ ( 16.7 ) $ 78.4 $ ( 212.4 ) $ ( 2,320.9 )

Other comprehensive income (loss) before reclassifications 408.6 ( 28.5 ) ( 26.3 ) ( 31.9 ) 321.9

Reclassification adjustments to earnings — 2.0 ( 3.2 ) 29.8 28.6

Net other comprehensive income (loss) 408.6 ( 26.5 ) ( 29.5 ) ( 2.1 ) 350.5

Balance - January 3, 2026 $ ( 1,761.6 ) $ ( 43.2 ) $ 48.9 $ ( 214.5 ) $ ( 1,970.4 )

The Company uses the portfolio method for releasing the stranded tax effects from Accumulated other comprehensive loss.

The reclassifications out of Accumulated other comprehensive loss for the years ended December 28, 2024 and December 30, 2023 were as follows:

The reclassifications out of Accumulated other comprehensive loss for the years ended January 3, 2026 and December 28, 2024 were as follows:

(Millions of Dollars) 2025 2024

Components of Accumulated other comprehensive loss Reclassification adjustments Reclassification adjustments Affected line item in Consolidated Statements of Operations

Realized gains (losses) on cash flow hedges $ 2.0 $ ( 0.6 ) Cost of sales

Realized gains on cash flow hedges $ 1.2 $ 2.0 Cost of sales

Realized losses on cash flow hedges ( 4.9 ) ( 6.1 ) Interest expense

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Realized losses on cash flow hedges, net of tax $ ( 2.0 ) $ ( 1.5 )

Realized gains on net investment hedges $ 4.3 $ — Other, net

Tax effect ( 1.1 ) — Income taxes

Realized gains on net investment hedges, net of tax $ 3.2 $ —

Actuarial losses and prior service costs / credits $ ( 8.5 ) $ ( 11.1 ) Other, net

Settlement losses

( 3.5 ) ( 1.0 ) Other, net

( 23.2 ) ( 3.5 ) Other, net and Restructuring Charges

Total before taxes ( 31.7 ) ( 14.6 )

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EMPLOYEE BENEFIT PLANS

EMPLOYEE STOCK OWNERSHIP PLAN (“ESOP ”) — Most U.S.

RETIREMENT ACCOUNT PLAN (“RAP ”) — Most U.S.

employees may make contributions that do not exceed 25 % of their eligible compensation to a tax-deferred 401(k) savings plan, subject to restrictions under tax laws.

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Assets held in participant Core accounts are invested in target date retirement funds which have an age-based allocation of investments.

The Company’s net ESOP activity resulted in expense of $ 67.8 million, $ 71.6 million, and $ 61.1 million in 2024, 2023, and 2022, respectively, and is compromised of the aforementioned Core and 401(k) match defined contribution benefits.

The Company made cash contributions totaling $ 72.6 million in 2024, $ 61.0 million in 2023 and $ 67.8 million in 2022.

The Company’s net RAP activity resulted in expense of $ 70.0 million, $ 67.8 million, and $ 71.6 million in 2025, 2024, and 2023, respectively, and is comprised of the aforementioned Core and 401(k) match defined contribution benefits.

The Company made cash contributions to the plan totaling $ 72.7 million in 2025, $ 72.6 million in 2024, and $ 61.0 million in 2023.

PENSION AND OTHER BENEFIT PLANS — The Company sponsors pension plans covering most domestic hourly and certain executive employees, and 9,303 foreign employees.

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In addition to the multi-employer plans, various other defined contribution plans are sponsored worldwide.

As of December 28, 2024 and December 30, 2023, the Company had $ 118.7 million and $ 104.7 million, respectively, of liabilities pertaining to an unfunded supplemental defined contribution plan for certain U.S.

The expense (benefit) for defined contribution plans, aside from the earlier discussed ESOP plans, are as follows:

As of January 3, 2026 and December 28, 2024, the Company had $ 124.4 million and $ 118.7 million, respectively, of liabilities pertaining to an unfunded supplemental defined contribution plan for certain U.S.

The expense for defined contribution plans, aside from the earlier discussed RAP plans, are as follows:

(Millions of Dollars) 2025 2024 2023

Multi-employer plan expense $ 3.4 $ 3.7 $ 3.5

Other defined contribution plan expense (benefit) $ 45.7 $ 43.3 $ ( 2.4 )

The components of net periodic pension expense (benefit) are as follows:

Other defined contribution plan expense $ 50.8 $ 45.7 $ 43.3

The components of net periodic pension expense are as follows:

Plans Non-U.S.

7 unchanged sentences

Settlement / curtailment loss 0.2 — 0.3 23.0 3.5 0.7

Net periodic pension expense (benefit) $ 5.9 $ 10.7 $ ( 14.1 ) $ 17.2 $ 16.8 $ 7.7

Net periodic pension expense $ 7.5 $ 5.9 $ 10.7 $ 29.8 $ 17.2 $ 16.8

The Company provides medical and dental benefits for certain retired employees in the United States, Brazil, and Canada.

5 unchanged sentences

Interest cost 1.5 1.7 2.0

Amortization of prior service credit 0.1 0.1 —

Amortization of prior service cost 0.1 0.1 0.1

Actuarial gain amortization ( 1.9 ) ( 1.4 ) ( 1.4 )

2 unchanged sentences

Net periodic post-retirement expense $ 6.0 $ 0.7 $ 1.0

The components of net periodic post-retirement benefit expense other than the service cost component are included in Other, net in the Consolidated Statements of Operations.

The components of net periodic post-retirement benefit expense other than the service cost component are typically included in Other, net in the Consolidated Statements of Operations.

The settlement and curtailment loss recorded in 2025 as reflected in the table above, under Non-U.S.

Plans, was included in Restructuring charges in the Consolidated Statements of Operations.

Refer to Note N, Restructuring Charges and Other, net for further information.

Changes in plan assets and benefit obligations recognized in Accumulated other comprehensive loss in 2025 are as follows:

(Millions of Dollars) 2025

Current year actuarial gain $ ( 47.9 )

Current year actuarial loss $ 27.7

Amortization of actuarial loss ( 8.5 )

2 unchanged sentences

Currency / other 6.2

Total decrease recognized in Accumulated other comprehensive loss (pre-tax) $ ( 63.5 )

Total increase recognized in Accumulated other comprehensive loss (pre-tax) $ 3.0

The changes in the pension and other post-retirement benefit obligations, fair value of plan assets, as well as amounts recognized in the Consolidated Balance Sheets, are shown below.

8 unchanged sentences

Settlements/curtailments ( 7.8 ) — ( 10.8 ) ( 14.5 ) — —

Actuarial (gain) loss ( 46.7 ) 40.2 ( 92.6 ) 26.6 ( 1.4 ) ( 2.3 )

Actuarial loss (gain) 22.2 ( 46.7 ) ( 6.8 ) ( 92.6 ) 0.4 ( 1.4 )

Plan amendments 0.6 0.1 — 0.1 0.2 —

32 unchanged sentences

Actuarial gains and losses reflected in the table above are driven by changes in demographic experience, changes in assumptions, and differences in actual returns on investments compared to estimated returns from the prior year.

For the year ended December 28, 2024, the decrease in the benefit obligation is primarily driven by the increase in the single equivalent discount rate used to measure these obligations as well as favorable changes in demographic experience.

These actuarial gains were partially offset as actual returns on plan assets during the year were lower than the estimated return.

The accumulated benefit obligation for all benefit plans was $ 1.868 billion at December 28, 2024 and $ 2.084 billion at December 30, 2023.

The following table provides information regarding pension plans in which accumulated benefit obligations exceed plan assets as of December 28, 2024 and December 30, 2023:

For the year ended January 3, 2026, the net actuarial loss across the Company's plans was driven by the decrease in the single equivalent discount rate used to measure these obligations as well as unfavorable changes in demographic experience.

These actuarial losses were partially offset, as actual returns on plan assets during the year were greater than the estimated return.

The accumulated benefit obligation for all benefit plans was $ 1.912 billion at January 3, 2026 and $ 1.868 billion at December 28, 2024.

The following table provides information regarding pension plans in which accumulated benefit obligations exceed plan assets as of January 3, 2026 and December 28, 2024:

Plans Non-U.S.

2 unchanged sentences

Fair value of plan assets $ 826.7 $ 823.6 $ 29.4 $ 25.7

The following table provides information regarding pension plans in which projected benefit obligations (inclusive of anticipated future compensation increases) exceed plan assets as of December 28, 2024 and December 30, 2023:

Plans Non-U.S.

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PENSION PLAN ASSETS — Plan assets are invested in equity securities, government and corporate bonds and other fixed income securities, money market instruments and insurance contracts.

The Company’s worldwide asset allocations at December 28, 2024 and December 30, 2023 by asset category and the level of the valuation inputs within the fair value hierarchy established by ASC 820, Fair Value Measurement , were as follows:

The Company’s worldwide asset allocations at January 3, 2026 and December 28, 2024 by asset category and the level of the valuation inputs within the fair value hierarchy established by ASC 820, Fair Value Measurement , were as follows:

Asset Category (Millions of Dollars)

26 unchanged sentences

Corporate fixed income securities include publicly traded U.S.

and foreign investment grade and to a small extent high yield securities.

and foreign investment

grade and to a small extent high yield securities.

Assets held in insurance contracts are invested in the general asset pools of the various insurers, mainly debt and equity securities with guaranteed returns.

4 unchanged sentences

The Company utilizes the current funded status to transition the portfolio toward investments that better match the duration and cash flow attributes of the underlying liabilities.

Assets approximating 70 % of the Company's current pension liabilities have been invested in fixed income securities, using a liability / asset matching duration strategy, with the primary goal of mitigating exposure to interest rate movements and preserving the overall funded status of the underlying plans.

The primary goals is to mitigate exposure to interest rate movement and preserve the overall funded status of the underlying plans.

Plan assets are broadly diversified and are invested to ensure adequate liquidity for immediate- and medium-term benefit payments.

The Company’s target asset allocations include approximately 10 %- 20 % in equity securities, approximately 70 %- 80 % in fixed income securities and approximately 10 % in other securities.

The funded status percentage (total plan assets divided by total projected benefit obligation) of all global pension plans was 90 % in 2024, and 87 % in both 2023 and 2022.

The funded status percentage (total plan assets divided by total projected benefit obligation) of all global pension plans was 90 % in both 2025 and 2024, and 87 % in 2023.

CONTRIBUTIONS — The Company’s funding policy for its defined benefit plans is to contribute amounts determined annually on an actuarial basis to provide for current and future benefits in accordance with federal law and other regulations.

25 unchanged sentences

Value Level 1 Level 2 Level 3

December 28, 2024

January 3, 2026

Money market fund $ 16.9 $ 16.9 $ — $ —

2 unchanged sentences

Derivative liabilities $ 28.5 $ — $ 28.5 $ —

Non-derivative hedging instrument $ 555.6 $ — $ 555.6 $ —

Contingent consideration liability $ 109.5 $ — $ — $ 109.5

1 unchanged sentence

Money market fund $ 14.2 $ 14.2 $ — $ —

Non-derivative hedging instrument $ 399.7 $ — $ 399.7 $ —

Deferred compensation plan investments $ 17.0 $ 17.0 $ — $ —

3 unchanged sentences

The following table provides information about the Company's financial assets and liabilities not carried at fair value:

December 28, 2024 December 30, 2023

January 3, 2026 December 28, 2024

(Millions of Dollars) Carrying

3 unchanged sentences

The money market fund and other investments related to the West Coast Loading Corporation ("WCLC") trust are considered Level 1 instruments within the fair value hierarchy.

The deferred compensation plan investments are considered Level 1

instruments and are recorded at their quoted market price.

The deferred compensation plan investments are considered Level 1 instruments and are recorded at their quoted market price.

The fair values of the derivative financial instruments in the table above are based on current settlement values.

1 unchanged sentence

The differences between the carrying values and fair values of long-term debt are attributable to the stated interest rates differing from the Company's marginal borrowing rates.

The fair values of the Company's variable rate short-term borrowings approximated their carrying values at December 30, 2023.

The fair values of the Company's variable rate short-term borrowings approximated their carrying values at January 3, 2026 and December 28, 2024.

As part of the Craftsman® brand acquisition in March 2017, the Company recorded a contingent consideration liability representing the Company's obligation to make future payments to Transform Holdco, LLC, which operates Sears and Kmart retail locations, of between 2.5 % and 3.5 % on sales of Craftsman products in new Stanley Black & Decker, Inc.

channels through March 2032.

During the year ended December 28, 2024, the Company paid $ 38.9 million for royalties owed.

During the year ended January 3, 2026, the Company paid $ 34.6 million for royalties owed.

The Company will continue making future payments quarterly through the second quarter of 2032.

The estimated fair value of the contingent consideration liability is determined using a discounted cash flow analysis taking into consideration future sales projections, forecasted payments to Transform Holdco, LLC, based on contractual royalty rates, and the related tax impacts.

The estimated fair value of the contingent consideration liability was $ 167.4 million and $ 208.8 million as of December 28, 2024 and December 30, 2023 , respectively.

The estimated fair value of the contingent consideration liability was $ 109.5 million and $ 167.4 million as of January 3, 2026 and December 28, 2024 , respectively.

Adjustments to the contingent consideration liability, with the exception of cash payments, are recorded in SG&A in the Consolidated Statements of Operations.

A 100 -basis point reduction in the discount rate would result in an increase to the liability of approximately $ 4.5 million as of December 28, 2024.

A 100 -basis point reduction in the discount rate would result in an increase to the liability of approximately $ 2.4 million as of January 3, 2026.

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions.

2 unchanged sentences

Non-Recurring Fair Value Measurements

During the third quarter of 2025, as part of its annual long-term strategic planning and ongoing portfolio assessment, the Company made the strategic decision to exit most of its minority investments that are mainly associated with legacy corporate ventures, which resulted in a pre-tax, non-cash impairment charge of $ 43.9 million.

Additionally, as a result of strategic decisions, the Company recorded a non-cash impairment charge in the third quarter of 2025 related to the Lenox, Troy-Bilt and Irwin trade names.

These impairment charges were considered Level 3 fair value measurements.

Refer to Note E, Goodwill and Intangible Assets, for further discussion on trade names.

During the third quarter of 2024, the Company recorded an impairment charge related to the Lenox trade name, which was considered a Level 3 fair value measurement.

Refer to Note E, Goodwill and Intangible Assets .

The Company recorded impairment charges in the first quarter of 2024 and the fourth quarter of 2023 to adjust the carrying amount of the long-lived assets of its Infrastructure business sold on April 1, 2024, which were considered Level 3 fair value measurements.

Refer to Note S, Divestitures for further discussion.

Additionally, the Company recorded an impairment charge in the third quarter of 2024 related to the Lenox trade name, which is considered a Level 3 fair value measurement.

Previously, the Company recorded an impairment charge in the third quarter of 2023 related to the Irwin and Troy-Bilt trade names, which is also considered a Level 3 fair value measurement.

Refer to Note E, Goodwill and Intangible Assets .

The Company had no other significant non-recurring fair value measurements, nor any other financial assets or liabilities measured using Level 3 inputs, during 2024 or 2023.

The Company had no other non-recurring fair value measurements that were significant individually or in the aggregate, nor any other financial assets or liabilities measured using Level 3 inputs, during 2025 or 2024.

OTHER COSTS AND EXPENSES

Other, net is primarily comprised of intangible asset amortization expense, currency-related gains or losses, environmental remediation expense, deal costs and related consulting costs, and certain pension gains or losses.

Other, net amounted to $ 448.8 million, $ 320.1 million and $ 274.8 million for fiscal years 2024, 2023 and 2022, respectively.

The year-over-year increase in 2024 is primarily driven by an environmental remediation reserve adjustment relating to the Centredale site, as further discussed in Note R, Contingencies , partially offset by lower intangible asset amortization due to the divestiture of the Infrastructure business.

The year-over-year increase in 2023 was driven by higher pension and environmental remediation costs as well as write-downs on certain investments, partially offset by income related to providing transition services to previously divested businesses.

Other, net amounted to $ 240.7 million, $ 448.8 million, and $ 320.1 million for fiscal years 2025, 2024, and 2023, respectively, which included intangible asset amortization expense of $ 146.8 million, $ 163.2 million, and $ 192.7 million, respectively.

Other, net in 2024 also included a $ 142.3 million environmental remediation reserve adjustment related to the Centredale site, as further discussed in Note R, Contingencies .

Other, net is also comprised of several other items, none of which were individually significant in 2025, 2024, and 2023, primarily related to currency-related gains or losses, other environmental remediation expenses, deal costs and related consulting costs, certain pension gains or losses, gains or losses on sales of assets, and income related to providing transition services to previously divested businesses.

Research and development costs, which are classified in SG&A, were $ 321.4 million, $ 328.8 million, and $ 362.0 million, or 2.1 %, 2.1 %, and 2.3 % of net sales, for fiscal years 2025, 2024 and 2023, respectively.

RESTRUCTURING CHARGES

A summary of the restructuring reserve activity from December 30, 2023 to December 28, 2024 is as follows:

A summary of the restructuring reserve activity from December 28, 2024 to January 3, 2026 is as follows:

(Millions of Dollars) December 28, 2024 Net

Additions Usage Currency December 28, 2024

Additions Usage Currency January 3, 2026

Severance and related costs $ 25.3 $ 85.7 $ ( 64.2 ) $ ( 1.1 ) $ 45.7

1 unchanged sentence

Total $ 45.4 $ 89.1 $ ( 85.6 ) $ ( 1.1 ) $ 47.8

During 2024, the Company recognized net restructuring charges of $ 99.9 million, primarily related to severance and facility closures associated with the supply chain transformation.

The majority of the $ 45.4 million of reserves remaining as of December 28, 2024 is expected to be utilized within the next 12 months.

The $ 99.9 million of net restructuring charges for the year ended December 28, 2024 includes:

During 2025, the Company recognized net restructuring charges of $ 89.1 million, primarily driven by severance costs and certain related pension charges associated with reorganizations of the Company’s corporate and support functions and supply chain resources, as well as facility exit costs related to footprint actions associated with the supply chain transformation.

The majority of the $ 47.8 million of reserves remaining as of January 3, 2026 is expected to be utilized within the next 12 months.

The $ 89.1 million of net restructuring charges for the year ended January 3, 2026 includes:

$ 71.0 million pertaining to the Tools & Outdoor segment;

$ 7.7 million pertaining to the Industrial segment;

$ 5.3 million pertaining to the Engineered Fastening segment;

and $ 12.8 million pertaining to Corporate.

1 unchanged sentence

The Company’s operations are classified into two reportable business segments:

Tools & Outdoor and Industrial.

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.

1 unchanged sentence

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, consumer home products such as household power tools, hand-held vacuums, and small appliances primarily under the BLACK+DECKER® brand.

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.

2 unchanged sentences

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 under the DEWALT®, CRAFTSMAN®, CUB CADET®, BLACK+DECKER®, and HUSTLER® brand names.

The Industrial segment is comprised of the Engineered Fastening business and the Infrastructure business prior to its sale in April 2024.

The Engineered Fastening business primarily sells highly engineered components such as fasteners, fittings and various engineered products, which are designed for specific application across multiple verticals.

The product lines include externally threaded fasteners, blind rivets and tools, blind inserts and tools, drawn arc weld studs and systems, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, high-strength structural fasteners, axel swage, latches, heat shields, pins, and couplings.

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.

The Engineered Fastening segment is comprised of the Engineered Fastening business and included the Infrastructure business prior to its sale in April 2024.

The product categories include externally threaded fasteners, blind rivets and tools, blind inserts and tools, drawn arc weld studs and systems, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, high-strength structural fasteners, axel swage, latches, heat shields, pins, and couplings.

The Company utilizes segment profit, which is defined as net sales minus cost of sales and SG&A inclusive of the provision for credit losses (aside from corporate overhead expense), and segment profit as a percentage of net sales to assess the profitability of each segment.

2 unchanged sentences

Net sales and long-lived assets are attributed to the geographic regions based on the geographic locations of the end customer and the Company subsidiary, respectively.

The Company’s CODM is the President and Chief Executive Officer.

The corporate overhead element of SG&A, which is not allocated to the business segments for purposes of determining segment profit, consists of the costs associated with the executive management team and expenses related to centralized functions that benefit the entire Company but are not directly attributable to the business segments, such as legal and corporate finance functions, as well as expenses for the world headquarters facility.

The Company’s chief operating decision maker ("CODM") is the President and Chief Executive Officer.

The CODM uses segment profit for each segment as part of the Company's annual operating plan and forecasting process.

2 unchanged sentences

(Millions of Dollars) 2025

Tools & Outdoor Industrial Total

Tools & Outdoor Engineered Fastening Total

Net Sales $ 13,158.2 $ 1,972.2 $ 15,130.4

4 unchanged sentences

Other, net ( 240.7 )

Loss on sale of business ( 0.3 )

Restructuring charges ( 89.1 )

4 unchanged sentences

(Millions of Dollars) 2024

Tools & Outdoor Industrial Total

Tools & Outdoor Engineered Fastening Total

Net Sales $ 13,304.2 $ 2,061.5 $ 15,365.7

4 unchanged sentences

Other, net ( 448.8 )

Loss on sales of businesses ( 10.8 )

Restructuring charges ( 99.9 )

2 unchanged sentences

Interest expense ( 498.6 )

Loss from continuing operations before income taxes $ ( 375.7 )

Earnings from continuing operations before income taxes $ 241.1

(Millions of Dollars) 2023

Tools & Outdoor Industrial Total

Tools & Outdoor Engineered Fastening Total

Net Sales $ 13,367.1 $ 2,414.0 $ 15,781.1

9 unchanged sentences

Interest expense ( 559.4 )

Earnings from continuing operations before income taxes $ 37.9

Loss from continuing operations before income taxes $ ( 375.7 )

(Millions of Dollars) 2025 2024 2023

1 unchanged sentence

Tools & Outdoor $ 236.5 $ 301.5 $ 264.7

Industrial 52.4 74.0 85.6

Discontinued operations — — 6.3

Engineered Fastening 46.8 52.4 74.0

Consolidated $ 283.3 $ 353.9 $ 338.7

1 unchanged sentence

Tools & Outdoor $ 396.7 $ 456.8 $ 453.5

Industrial 132.7 171.6 184.2

Discontinued operations — — 0.4

Engineered Fastening 115.7 132.7 171.6

Consolidated $ 512.4 $ 589.5 $ 625.1

Segment Assets December 28, 2024 December 30, 2023

Segment Assets January 3, 2026 December 28, 2024

Tools & Outdoor $ 17,705.5 $ 18,135.8

Industrial 3,962.9 4,081.7

Engineered Fastening 2,402.0 3,962.9

20,107.5 22,098.7

2 unchanged sentences

Consolidated $ 21,243.7 $ 21,848.9

Corporate Overhead includes the corporate overhead element of SG&A, which is not allocated to the business segments.

For 2022, Corporate Overhead also included $ 0.3 million of sales.

Corporate assets primarily consist of cash, deferred taxes, property, plant and equipment and right-of-use lease assets.

Based on the nature of the Company's cash pooling arrangements, at times corporate-related cash accounts will be in a net liability position.

Lowe's accounted for approximately 14 %, 14 % and 15 % of the Company's consolidated net sales in 2024, 2023 and 2022, respectively, while The Home Depot accounted for approximately 14 %, 13 % and 13 % of the Company's consolidated net sales in 2024, 2023 and 2022, respectively.

The Home Depot accounted for approximately 15 %, 14 %, and 13 % of the Company's consolidated net sales in 2025, 2024, and 2023, respectively, while Lowe's accounted for approximately 12 %, 14 %, and 14 % of the Company's consolidated net sales in 2025, 2024, and 2023, respectively.

As described in Note A, Significant Accounting Policies , the Company recognizes revenue at a point in time from the sale of tangible products or over time depending on when the performance obligation is satisfied.

For the years ended December 28, 2024, December 30, 2023, and December 31, 2022, the majority of the Company’s revenue was recognized at the time of sale.

The percent of total segment revenue recognized over time for the Industrial segment for the years ended December 28, 2024, December 30, 2023 and December 31, 2022 was 3.2 %, 2.2 % and 4.6 %, respectively.

The following table is a further disaggregation of the Industrial segment revenue for the years ended December 28, 2024, December 30, 2023 and December 31, 2022:

(Millions of Dollars) 2024 2023 2022

Engineered Fastening $ 1,968.9 $ 1,965.4 $ 1,874.8

Infrastructure 92.6 448.6 648.6

Industrial $ 2,061.5 $ 2,414.0 $ 2,523.4

For the years ended January 3, 2026, December 28, 2024, and December 30, 2023, the majority of the Company’s revenue was recognized at the time of sale.

The percent of total segment revenue recognized over time for the Engineered Fastening segment for the years ended January 3, 2026, December 28, 2024, and December 30, 2023 was 1.9 %, 3.2 %, and 2.2 %, respectively.

The Engineered Fastening segment included the Infrastructure business prior to its sale on April 1, 2024.

The Infrastructure business had $ 92.6 million of sales for the three months ended March 30, 2024 and $ 448.6 million of sales for the year ended December 30, 2023.

GEOGRAPHIC AREAS

The following table is a summary of net sales and PP&E by geographic area for the years ended January 3, 2026, December 28, 2024 and December 30, 2023:

(Millions of Dollars) 2025 2024 2023

5 unchanged sentences

Consolidated $ 15,130.4 $ 15,365.7 $ 15,781.1

(Millions of Dollars) December 28, 2024 December 30, 2023

(Millions of Dollars) January 3, 2026 December 28, 2024

Property, Plant & Equipment, net

5 unchanged sentences

Consolidated $ 1,831.8 $ 2,034.3

Significant components of the Company’s deferred tax assets and liabilities, excluding 2023 amounts classified as held for sale, at the end of each fiscal year were as follows:

(Millions of Dollars) 2024 2023

Deferred tax liabilities:

Depreciation $ 73.9 $ 114.6

Intangible assets 799.6 817.7

Liability on undistributed foreign earnings 11.8 14.8

Lease right-of-use asset 118.1 126.5

Inventory — 32.6

Other 37.4 44.2

Total deferred tax liabilities $ 1,040.8 $ 1,150.4

Deferred tax assets:

Employee benefit plans $ 137.9 $ 154.8

Basis differences in liabilities 139.5 100.8

Operating loss, capital loss and tax credit carryforwards 983.7 826.5

Lease liability 123.3 129.1

Intangible assets 636.2 681.3

Basis difference in debt obligations

Capitalized research and development costs 205.3 194.6

Interest expense carryforward 207.2 152.7

Inventory 22.5 —

Other 151.3 159.1

Total deferred tax assets $ 2,606.9 $ 2,648.0

Net Deferred Tax Asset before Valuation Allowance $ 1,566.1 $ 1,497.6

Valuation Allowance $ ( 967.8 ) $ ( 1,046.9 )

Net Deferred Tax Asset after Valuation Allowance $ 598.3 $ 450.7

A valuation allowance is recorded on certain deferred tax assets if it has been determined it is more likely than not that all or a portion of these assets will not be realized.

The Company recorded a valuation allowance of $ 967.8 million and $ 1,046.9 million on deferred tax assets existing as of December 28, 2024 and December 30, 2023, respectively.

The valuation allowances in 2024 and 2023 are primarily attributable to foreign and state net operating loss carryforwards, certain intangible assets, foreign capital loss carryforwards, foreign tax credits, and state tax credits.

As of December 28, 2024, the Company has approximately $ 4.3 billion of unremitted foreign earnings and profits.

Of the total amount, the Company has provided for deferred taxes of $ 11.8 million on approximately $ 1.0 billion, which is not indefinitely reinvested primarily due to the changes brought about by the Tax Cuts and Jobs Act.

The Company otherwise continues to consider the remaining undistributed earnings of its foreign subsidiaries to be permanently reinvested based on its current plans for use outside of the U.S.

and accordingly no taxes have been provided on such earnings.

The cash held by the Company’s non-U.S.

subsidiaries for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions.

The income taxes applicable to such earnings and other outside basis differences are not readily determinable or practicable to calculate.

As of December 28, 2024, the Company has approximately $ 1.6 billion and $ 3.8 billion of net operating loss carryforwards available to reduce future tax obligations in certain U.S.

state and foreign jurisdictions, respectively.

The Company’s foreign net operating loss carryforwards primarily relate to its subsidiaries’ operations in Luxembourg ($ 2.3 billion), United Kingdom ($ 947.3 million), France ($ 187.3 million), Germany ($ 108.9 million), Brazil ($ 76.8 million), and other foreign jurisdictions ($ 169.5 million).

The net operating loss carryforwards have various expiration dates beginning in 2025 with certain jurisdictions having indefinite carryforward periods.

The foreign capital loss carryforwards of $ 19.4 million as of December 28, 2024 have indefinite carryforward periods.

foreign tax credit carryforward balance as of December 28, 2024 totaled $ 17.0 million with various expiration dates beginning in 2027.

State tax credit carryforward balance as of December 28, 2024 totaled $ 20.0 million.

The carryforward balance is made up of various credit types spanning multiple state taxing jurisdictions and various expiration dates beginning in 2025.

The components of earnings (loss) from continuing operations before income taxes consisted of the following:

2 unchanged sentences

Foreign 1,015.1 1,166.5 1,009.3

Earnings (loss) before income taxes $ 241.1 $ ( 375.7 ) $ 37.9

Earnings (loss) from continuing operations before income taxes $ 417.9 $ 241.1 $ ( 375.7 )

Income taxes on continuing operations consisted of the following:

9 unchanged sentences

Income taxes on continuing operations $ 16.0 $ ( 45.2 ) $ ( 94.0 )

Net income taxes paid for continuing operations during 2024, 2023 and 2022 were $ 352.3 million, $ 415.2 million and $ 482.6 million, respectively.

The 2024, 2023 and 2022 amounts include refunds of $ 53.1 million, $ 25.3 million and $ 41.8 million, respectively.

The amount of income taxes paid (net of refunds) consisted of the following:

(Millions of Dollars) 2025

Federal $ 113.3

Foreign 206.4

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) 2025

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:

(Millions of Dollars) Amount Percent

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 effects 50.2 12.0 %

Withholding taxes 26.8 6.4 %

Other 3.5 0.8 %

Tax base differential ( 23.1 ) ( 5.5 ) %

Other ( 4.1 ) ( 1.0 ) %

Enacted changes in tax laws or rates 13.2 3.2 %

Other 3.5 0.8 %

Changes in valuation allowances 15.3 3.7 %

Other 6.4 1.5 %

Other foreign jurisdictions 8.7 2.1 %

Effect of cross-border tax laws 55.1 13.2 %

Deemed royalty income 18.1 4.3 %

Global intangible low-taxed income 17.1 4.1 %

Subpart F income 16.1 3.9 %

Other 3.8 0.9 %

Tax credits ( 10.9 ) ( 2.6 ) %

Nontaxable or nondeductible items 38.7 9.3 %

Share-based payment awards 11.8 2.8 %

Other 26.9 6.4 %

Changes in unrecognized tax benefits ( 101.1 ) ( 24.2 ) %

Other adjustments ( 92.7 ) ( 22.2 ) %

Capital loss ( 107.9 ) ( 25.8 ) %

Other 15.2 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.

(Millions of Dollars) 2024 2023

16 unchanged sentences

Income taxes on continuing operations $ ( 45.2 ) $ ( 94.0 )

Significant components of the Company’s deferred tax assets and liabilities, excluding 2025 amounts classified as held for sale, at the end of each fiscal year were as follows:

(Millions of Dollars) 2025 2024

Deferred tax assets:

Employee benefit plans $ 120.5 $ 137.9

Basis differences in liabilities 141.0 139.5

Operating loss, capital loss and tax credit carryforwards 989.7 983.7

Lease liability 114.2 123.3

Intangible assets 711.2 636.2

Capitalized research and development costs 155.6 205.3

Interest expense carryforward 291.1 207.2

Inventory 100.8 22.5

Other 157.8 151.3

Total deferred tax assets $ 2,781.9 $ 2,606.9

Valuation allowance $ ( 1,086.0 ) $ ( 967.8 )

Deferred tax asset, net of valuation allowance $ 1,695.9 $ 1,639.1

Deferred tax liabilities:

Depreciation $ 61.2 $ 73.9

Intangible assets 737.2 799.6

Liability on undistributed foreign earnings 36.0 11.8

Lease right-of-use asset 110.5 118.1

Other 42.9 37.4

Total deferred tax liabilities $ 987.8 $ 1,040.8

Net deferred tax asset $ 708.1 $ 598.3

A valuation allowance is recorded on certain deferred tax assets if it has been determined it is more likely than not that all or a portion of these assets will not be realized.

The Company recorded a valuation allowance of $ 1,086.0 million and $ 967.8 million on deferred tax assets existing as of January 3, 2026 and December 28, 2024, respectively.

The valuation allowances in 2025 and 2024 are primarily attributable to foreign and state net operating loss carryforwards, certain intangible assets, foreign interest expense carryforwards, foreign tax credits, and state tax credits.

As of January 3, 2026, the Company has provided for deferred taxes of $ 36.0 million on approximately $ 1.3 billion of unremitted foreign earnings and profits, which are not indefinitely reinvested.

The Company otherwise continues to consider the remaining undistributed earnings of its foreign subsidiaries to be permanently reinvested based on its current plans for use outside of the U.S.

and accordingly no taxes have been provided on such earnings.

The cash held by the Company’s non-U.S.

subsidiaries for indefinite reinvestment is generally used to finance foreign operations and investments.

The income taxes applicable to such earnings and other outside basis differences are not readily determinable or practicable to calculate.

As of January 3, 2026, the Company has approximately $ 1.6 billion and $ 3.8 billion of net operating loss carryforwards available to reduce future tax obligations in certain U.S.

state and foreign jurisdictions, respectively.

The Company’s foreign net operating loss carryforwards primarily relate to its subsidiaries’ operations in Luxembourg ($ 2.3 billion), United Kingdom ($ 905.1 million), France ($ 203.5 million), Germany ($ 126.0 million), Brazil ($ 78.2 million), and other foreign jurisdictions ($ 184.4 million).

The net operating loss carryforwards have various expiration dates beginning in 2026 with certain jurisdictions having indefinite carryforward periods.

The foreign capital loss carryforwards of $ 20.9 million as of January 3, 2026 have indefinite carryforward periods.

foreign tax credit carryforward balance as of January 3, 2026 totaled $ 24.1 million with various expiration dates beginning in 2027.

State tax credit carryforward balance as of January 3, 2026 totaled $ 21.8 million.

The carryforward balance is made up of various credit types spanning multiple state taxing jurisdictions and various expiration dates beginning in 2026.

The Company conducts business globally and, as a result, files income tax returns in the U.S.

3 unchanged sentences

income tax returns for the 2020 through 2022 tax years.

With few exceptions, as of December 28, 2024, the Company is no longer subject to U.S.

With few exceptions, as of January 3, 2026, the Company is no longer subject to U.S.

federal, state, local, or foreign examinations by tax authorities for years before 2012.

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Balance at end of year $ 365.3 $ 452.4 $ 481.3

The gross unrecognized tax benefits at December 28, 2024 and December 30, 2023 include $ 447.1 million and $ 475.7 million, respectively, of tax benefits that, if recognized, would impact the effective tax rate.

The liability for potential penalties and interest related to unrecognized tax benefits, excluding 2023 amounts reclassified to liabilities held for sale, increased by $ 1.0 million in 2024, increased by $ 15.5 million in 2023 and decreased by $ 11.2 million in 2022.

The liability for potential penalties and interest totaled $ 65.3 million as of December 28, 2024, $ 64.3 million as of December 30, 2023, and $ 48.8 million as of December 31, 2022.

The gross unrecognized tax benefits at January 3, 2026 and December 28, 2024 include $ 360.5 million and $ 447.1 million, respectively, of tax benefits that, if recognized, would impact the effective tax rate.

The liability for potential penalties and interest related to unrecognized tax benefits, excluding 2023 amounts reclassified to liabilities held for sale, decreased by $ 24.6 million in 2025, increased by $ 1.0 million in 2024, and increased by $ 15.5 million in 2023.

The liability for potential penalties and interest totaled $ 40.7 million as of January 3, 2026, $ 65.3 million as of December 28, 2024, and $ 64.3 million as of December 30, 2023.

The Company classifies all tax-related interest and penalties as income tax expense.

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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.

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.

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The following is a summary of the Company's right-of-use-assets and lease liabilities:

(Millions of Dollars) December 28, 2024 December 30, 2023

(Millions of Dollars) January 3, 2026 December 28, 2024

Right-of-use assets $ 464.3 $ 473.4

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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 a result of acquiring right-of-use assets from new leases entered into during the years ended December 28, 2024 and December 30, 2023, the Company's lease liabilities increased approximately $ 72.2 million and $ 206.1 million, respectively.

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.

The following is a summary of the Company's total lease cost for the years ended December 28, 2024, December 30, 2023, and December 31, 2022:

The following is a summary of the Company's total lease cost for the years ended January 3, 2026, December 28, 2024, and December 30, 2023:

(Millions of Dollars) 2025 2024 2023

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During 2025, 2024, and 2023, the Company paid $ 133.0 million, $ 136.9 million, and $ 128.3 million respectively, relating to leases included in the measurement of its lease liability and right-of-use asset.

The following is a summary of the Company's future lease obligations on an undiscounted basis at December 28, 2024:

The following is a summary of the Company's future lease obligations on an undiscounted basis at January 3, 2026:

(Millions of Dollars) Total 2026 2027 2028 2029 2030 Thereafter

Lease obligations $ 551.5 $ 138.8 $ 111.6 $ 86.1 $ 68.7 $ 50.1 $ 96.2

The following is a summary of the Company’s future marketing commitments at December 28, 2024:

The amounts above include undiscounted future lease obligations related to the pending divestiture of the CAM business totaling $ 9.4 million, $ 2.6 million in 2026, $ 1.3 million in 2027, $ 1.2 million in 2028, $ 1.2 million in 2029, $ 1.3 million in 2030, and $ 1.8 million thereafter.

The following is a summary of the Company’s future marketing commitments at January 3, 2026:

(Millions of Dollars) Total 2026 2027 2028 2029 2030 Thereafter

Marketing commitments $ 80.5 $ 41.1 $ 19.2 $ 10.7 $ 4.9 $ 4.6 $ —

As of December 28, 2024, the Company had unrecognized commitments that require the future purchase of goods or services (unconditional purchase obligations) to provide it with access to products and services at competitive prices.

As of January 3, 2026, the Company had unrecognized commitments that require the future purchase of goods or services (unconditional purchase obligations) to provide it with access to products and services at competitive prices.

These obligations consist of supplier agreements with long-term minimum material purchase requirements and freight forwarding arrangements with minimum quantity commitments.

The following is a summary of the Company's unconditional purchase obligations related to these agreements at December 28, 2024:

The following is a summary of the Company's unconditional purchase obligations related to these agreements at January 3, 2026:

(Millions of Dollars) Total 2026 2027 2028 2029 2030 Thereafter

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The Company has no economic interest in a supplier’s decision to participate in these SCF programs, and no direct financial relationship with the financial institutions, as it relates to these SCF programs.

The amounts due to the financial institutions for suppliers that voluntarily participate in these SCF programs were presented within Accounts payable on the Company’s Consolidated Balance Sheets and totaled $ 483.6 million and $ 528.1 million as of December 28, 2024 and December 30, 2023, respectively.

The following is a rollforward of the Company's outstanding obligations under its SCF programs for the year ended December 28, 2024:

The amounts due to the financial institutions for suppliers that voluntarily participate in these SCF programs were presented within Accounts payable on the Company’s Consolidated Balance Sheets and totaled $ 349.3 million and $ 483.6 million as of January 3, 2026 and December 28, 2024, respectively.

The following is a rollforward of the Company's outstanding obligations under its SCF programs for the years ended January 3, 2026 and December 28, 2024:

(Millions of Dollars) 2025 2024

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Balance, end of year $ 349.3 $ 483.6

GUARANTEES — The Company's financial guarantees at December 28, 2024 are as follows:

GUARANTEES — The Company's financial guarantees at January 3, 2026 are as follows:

(Millions of Dollars) Term Maximum

Payment Carrying

Guarantees on the residual values of leased properties Three years to nine years

Guarantees on the residual values of leased properties Four years to nine years

Standby letters of credit Up to twenty years

17 unchanged sentences

Adjustments are recorded to the warranty liability as new information becomes available.

The changes in the carrying amount of product warranties for the years ended December 28, 2024, December 30, 2023, and December 31, 2022 are as follows:

The changes in the carrying amount of product warranties for the years ended January 3, 2026, December 28, 2024, and December 30, 2023 are as follows:

(Millions of Dollars) 2025 2024 2023

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Management believes that the ultimate disposition of these matters will not have a material adverse effect on operations or financial condition taken as a whole.

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

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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.

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.

6 unchanged sentences

The Callahan and Applebaum Derivative Actions were consolidated by Court order on November 6, 2023 and defendants’ responses to both complaints have been stayed pending the disposition of any motions to dismiss in the Rammohan Class Action.

The individual defendants intend to vigorously defend the Callahan and

Applebaum Derivative Actions in all respects.

The individual defendants intend to vigorously defend the Callahan and Applebaum Derivative Actions in all respects.

However, 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 these actions.

On October 19, 2023, a derivative complaint was filed in Connecticut Superior Court, titled Vladimir Gusinsky Revocable Trust v.

As previously disclosed, on October 19, 2023, a derivative complaint was filed in Connecticut Superior Court, titled Vladimir Gusinsky Revocable Trust v.

Allan, et al ., Docket Number HHBCV236082260S, by a putative stockholder against certain current and former directors and officers of the Company.

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As assessments and remediation progress at individual sites, the amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available.

As of December 28, 2024 and December 30, 2023, the Company had reserves of $ 275.4 million and $ 124.5 million, respectively, for remediation activities associated with Company-owned properties, as well as for Superfund sites, for losses that are probable and estimable.

Of the December 28, 2024 amount, $ 51.4 million is classified as current within Accrued expenses and $ 224.0 million as long-term within Other liabilities, which is expected to be paid over the estimated remediation period.

As of December 28, 2024, the Company's net cash obligations, including the WCLC assets discussed below, is $ 258.0 million.

As of December 28, 2024, the range of environmental remediation costs that is reasonably possible is $ 191.5 million to $ 408.1 million which is subject to change in the near term.

As of January 3, 2026 and December 28, 2024, the Company had reserves of $ 259.2 million and $ 275.4 million, respectively, for remediation activities associated with Company-owned properties, as well as for Superfund sites, for losses that are probable and estimable.

Of the January 3, 2026 amount, $ 69.5 million is classified as current within Accrued expenses and $ 189.7 million as long-term within Other liabilities, which is expected to be paid over the estimated remediation period.

As of January 3, 2026, the Company's net cash obligations, including the WCLC assets discussed below, is $ 243.6 million.

As of January 3, 2026, the range of environmental remediation costs that is reasonably possible is $ 179.1 million to $ 395.7 million which is subject to change in the near term.

The Company may be liable for environmental remediation of sites it no longer owns.

1 unchanged sentence

The environmental liability for certain sites with cash payments beyond the current year that are fixed or reliably determinable have been discounted using a rate of 3.6 % to 4.7 %, depending on the expected timing of disbursements.

The discounted and undiscounted amount of the liability relative to these sites is $ 84.6 million and $ 118.0 million, respectively.

The discounted and

undiscounted amount of the liability relative to these sites is $ 74.2 million and $ 107.7 million, respectively.

The payments relative to these sites are expected to be $ 17.2 million in 2026, $ 7.3 million in 2027, $ 7.3 million in 2028, $ 7.3 million in 2029, $ 4.1 million in 2030, and $ 64.5 million thereafter.

West Cost Loading Corporation

As of December 28, 2024, the Company has recorded $ 17.4 million in Other assets related to funding received by the Environmental Protection Agency (“EPA”) and placed in a trust in accordance with the final settlement with the EPA, embodied in a Consent Decree approved by the United States District Court for the Central District of California on July 3,

West Coast Loading Corporation

As of January 3, 2026, the Company has recorded $ 15.6 million in Other assets related to funding received by the Environmental Protection Agency (“EPA”) and placed in a trust in accordance with the final settlement with the EPA, embodied in a Consent Decree approved by the United States District Court for the Central District of California on July 3, 2013.

Per the Consent Decree, Emhart Industries, Inc.

3 unchanged sentences

The construction of the water treatment facility was completed in September 2023, and the treatment of ground water is ongoing.

As of December 28, 2024, the Company's net cash obligation associated with these remediation activities, including WCLC assets, is $ 8.0 million.

As of January 3, 2026, the Company's net cash obligation associated with these remediation activities, including WCLC assets, is $ 7.2 million.

Centredale Site

8 unchanged sentences

Emhart’s contractor’s assessment of the offsite landfill disposal alternative involves soil and sediment volume estimates that could also change or increase as additional design investigations are performed at the site, which may further impact the remediation process.

Emhart has recently entered into a cooperative agreement with the Federal and State Natural Resource Trustees to collectively conduct an assessment of what, if any, Natural Resource Damages may be associated with the contamination at the Centredale Site.

Emhart has entered into a cooperative agreement with the Federal and State Natural Resource Trustees to collectively conduct an assessment of what, if any, Natural Resource Damages may be associated with the contamination at the Centredale Site.

That process remains in its very preliminary stages.

Litigation continues in the District Court concerning Phase 3 of the case, which is addressing the potential allocation of liability to other PRPs who may have contributed to contamination of the Centredale site with dioxins, polychlorinated biphenyls and other contaminants of concern.

Emhart proceeded to trial in a six-week bench trial in Phase 3 on the issue of CERCLA liability against 4 PRPs in October 2024.

Post trial briefing and argument relating to the trial is ongoing, and a decision is expected in 2025.

Based on the regulatory changes, and remedial developments currently contemplated by the EPA and the State of Rhode Island as described above, the Company increased its reserve for this site by $ 142.3 million in the second quarter of 2024.

As of December 28, 2024, the Company has reserved $ 161.8 million for this site.

The Court issued a decision on September 8, 2025, finding all four PRPs liable for contamination at the Site.

The litigation will now move to a final allocation phase, Phase 3(B), which will determine each PRP's equitable share of responsibility for the Centredale site investigation, cleanup costs, and other damages caused by the contamination.

As of January 3, 2026, the Company has reserved $ 156.5 million for this site.

Lower Passaic River

The Company and approximately 47 other companies comprise the Lower Passaic Cooperating Parties Group (the “CPG”).

The CPG members and other companies are parties to a May 2007 Administrative Settlement Agreement and Order on Consent (“AOC”) with the EPA to perform a remedial investigation/feasibility study (“RI/FS”) of the lower seventeen miles of the Lower Passaic River in New Jersey (the “River”).

The Company’s potential liability stems from former operations in Newark, New Jersey.

The CPG has substantially completed the RI/FS for the entire 17 -mile River.

The Company’s estimated costs related to the RI/FS are included in its environmental reserves.

Lower 8.3 Miles

On April 11, 2014, the EPA issued a Focused Feasibility Study (“FFS”) and proposed plan which addressed various early action remediation alternatives for the lower 8.3 miles of the River.

On March 4, 2016, the EPA issued a Record of Decision ("ROD") selecting the remedy for the lower 8.3 miles of the River, which will include the removal of 3.5 million cubic yards of sediment, placement of a cap over the entire lower 8.3 miles of the River, and, according to the EPA, will cost approximately $ 1.4 billion and take 6 years to implement after the remedial design is completed.

On September 30, 2016, Occidental Chemical Corporation ("OCC") entered into an agreement with the EPA to perform the remedial design for the cleanup plan for the lower 8.3 miles of the River.

OCC has submitted the final remedial design, which was approved by EPA in May 2024.

According to the complaint, OCC has incurred or is incurring costs which include the estimated cost ($ 165 million) to complete the remedial design for the cleanup plan for the lower 8.3 miles of the River.

OCC also seeks a declaratory judgment to hold the defendants liable for their proper shares of

future response costs for OCC's ongoing activities in connection with the River.

The Company and other defendants have answered the complaint and have been engaged in discovery with OCC.

On February 24, 2021, the Company and other defendants filed a third party complaint against the Passaic Valley Sewerage Commissioners and forty-two municipalities to require those entities to pay their equitable share of response costs.

On December 20, 2022, various defendants (including the Company) in the OCC litigation filed an unopposed motion to stay the litigation for six months which was granted by the Court on March 1, 2023 and has been extended while the Court considered the Consent Decree filed by the United States, as discussed below.

The Company and 105 other parties received a letter dated March 31, 2016 from the EPA notifying such parties of potential liability for the costs of the cleanup of the lower 8.3 miles of the River.

In a March 30, 2017 letter, the EPA stated that parties who did not discharge dioxins, furans or polychlorinated biphenyls (which are considered the contaminants of concern posing the greatest risk to human health or the environment) may be eligible for cash out settlement, but expected those parties' allocation to be determined through a complex settlement analysis using a third-party allocator.

The EPA subsequently clarified this statement to say that such parties would be eligible to be "funding parties" for the lower 8.3 mile remedial action with each party's share of the costs determined by the EPA based on the allocation process and the remaining parties would be "work parties" for the remedial action.

The Company participated in the allocation process and asserted that it did not discharge dioxins, furans or polychlorinated biphenyls and should be eligible to be a "funding party" for the lower 8.3 mile remedial action.

The allocator selected by the EPA issued a confidential allocation report on December 28, 2020, which was reviewed by the EPA.

As a result of the allocation process, on February 11, 2022, the EPA and certain parties (including the Company) reached an agreement in principle for a cash-out settlement for remediation of the entire 17 -mile Lower Passaic River.

The Company, along with over 100 other parties, has been identified as a PRP at Operable Units (“OUs”) 2 and 4 of the Diamond Alkali Superfund Site (the “Site”) pursuant to CERCLA.

OU-4 encompasses the 17 -mile Lower Passaic River (“LPR”) and OU-2 (which is subsumed within OU-4) consists of the lower 8.3 miles of the LPR.

On March 4, 2016, the EPA issued a Record of Decision ("ROD") selecting the remedy for the lower 8.3 miles of the River, which according to the EPA, will cost approximately $ 1.4 billion.

On September 28, 2021, the EPA issued an Interim Remedy ROD for the upper 9 miles of the LPR that the EPA estimates will cost $ 441 million (net present value).

In March 2017, the EPA announced a plan to commence an allocation process to identify PRPs that may be eligible for a cash out settlement for the remediation costs.

As a result of the allocation process, the EPA and certain parties (including the Company) reached an agreement for a cash-out settlement for remediation of the entire 17 -mile LPR.

On December 16, 2022, the United States lodged a Consent Decree with the United States District Court for the District of New Jersey in United States v.

Alden Leeds, Inc.

2:22-cv-07326) that addressed the liability of 85 parties (including the Company) for an aggregate amount of $ 150 million based in part on the EPA-sponsored allocation report that found OCC 99.4 % responsible for the cleanup costs of the River.

The Consent Decree was subject to a 90-day public comment period, which ended March 22, 2023.

On November 21, 2023, the United States informed the Court that it concluded, based on the public comments, that a small number of parties (not including the Company) should be removed from the settlement and that a change should be made to the United States’ reservation of rights (which was agreed to by the remaining settling parties).

On January 17, 2024, the United States filed the modified Consent Decree with the Court and filed its motion to enter the modified Consent Decree on January 31, 2024.

On April 1, 2024, the settling defendants (including the Company) and certain other parties filed briefs in support of, and OCC filed a brief in opposition to, the motion to enter the modified Consent Decree.

On December 18, 2024, the Court issued its opinion granting the United States’ motion to enter the modified Consent Decree.

The settlement funds will be paid to the United States as of the later of the expiration of the appeal deadline (sixty days after the entry) if no appeal is filed or the exhaustion of any appeals.

On January 9, 2025, Nokia of America (a non-settling party) filed its Notice of Appeal of the Court’s decision to the U.S.

Court of Appeals for the Third Circuit.

On February 13, 2025, OCC also filed its Notice of Appeal of the Court's decision to the U.S.

Court of Appeals for the Third Circuit.

Upper 9 Miles

On October 10, 2018, the EPA issued a letter directing the CPG to prepare a streamlined feasibility study for the upper 9 miles of the River based on an iterative approach using adaptive management strategies.

The CPG submitted a draft Interim Remedy Feasibility Study to the EPA on December 4, 2020, which identified various targeted dredge and cap alternatives with costs that range from $ 420 million to $ 468 million (net present value).

The EPA issued the Interim Remedy ROD on September 28, 2021, selecting an alternative that the EPA estimates will cost $ 441 million (net present value).

On March 2, 2023, the EPA issued a Unilateral Administrative Order requiring OCC to design the interim remedy for the upper 9 miles of the River (the “2023 UAO”).

Notwithstanding the stay of the litigation commenced in 2018 (and two days after the public comment period on the Consent Decree closed), OCC filed a complaint named Occidental Chem.

Givaudan Fragrances Corp., et al.

2:23‑cv-1699 at 2, 5 (D.N.J.

24, 2023) (the “2023 Litigation”) against forty parties (not including the Company) for recovery of past and future response costs it will incur in complying with the 2023 UAO.

All of the defendants named in the 2023 Litigation are also defendants or third-party defendants in the litigation commenced in 2018.

Maxus Bankruptcy Settlement

Pursuant to a settlement agreement by and among the Maxus Liquidating Trust, YPF and Repsol submitted to the bankruptcy court on April 7, 2023, YPF and Repsol will jointly pay a combined sum of $ 573 million to various creditors.

Based on the waterfall payout of the bankruptcy plan, the CPG received approximately $ 9 million, which will be used either to offset future CPG costs, including EPA RI/FS oversight and legal and administrative costs, or to reimburse CPG members for a portion of their past contributions to the RI/FS costs.

At this time, the Company cannot reasonably estimate its liability related to the litigation and remediation efforts as discussed above, excluding the RI/FS, as the OCC litigation is pending and Court’s opinion granting the United States’ motion to enter the Consent Decree has been appealed.

2:22-cv-07326) that addressed the liability of 85 parties (including the Company) for an aggregate amount of $ 150 million.

On December 18, 2024, the Court granted the United States’ motion to enter the Consent Decree.

The Court’s order entering the Consent Decree has been appealed by two parties (Occidental Chemical Company

(“OCC”) and Nokia of America) which were not offered to participate in the settlement.

While briefing was ongoing, OCC filed documents with the Court indicating that OCC is now known as Environmental Resource Holdings LCC due to internal reorganization.

Nearly a month before OCC’s filing, OCC merged into a new Texas limited liability company named Snowcone, LLC, which then changed its name to Occidental Chemical Company, LLC.

Occidental Chemical Company, LLC then executed a divisive merger under Texas law pursuant to which it split into two entities (1) Occidental Chemical Corporation, a Texas corporation (“OCC-Texas”), which retained OCC’s assets and (2) Occidental Chemical Company, LLC, which was stripped of its assets and changed its name to Environmental Resource Holdings LLC.

In October 2025, OCC’s then-parent, Occidental Petroleum Corporation agreed to sell 100 % of the equity in OCC-Texas to Berkshire Hathaway, Inc.

(“Berkshire Hathaway”) for $ 9.7 billion.

The sale of OCC-Texas to Berkshire Hathaway closed on January 2, 2026.

The Company’s joint defense group called the Small Parties Group (or “SPG”) is seeking information to determine whether Environmental Resource Holdings LLC, the purported amended appellant as a result of OCC’s internal reorganization, is the proper party to the appeal and is evaluating its options to ensure that the corporate successor (which may include OCC-Texas as well as Environmental Resource Holdings LLC) has the financial resources to satisfy OCC’s liabilities at the LPR.

On February 6, 2026, certain members of the SPG (including the Company) filed a complaint in the United States District Court for the District of New Jersey against OCC-Texas requesting that the Court enter a declaratory judgment that OCC-Texas is jointly and severally liable for OCC’s CERCLA liabilities.

The appeal of the Court’s opinion granting the United States’ motion to enter the Consent Decree has been fully briefed by the parties.

The Company has paid its share of the settlement amount, which currently is held in escrow by the EPA pending the outcome of the appeal.

On June 30, 2018, OCC filed a complaint in the United States District Court for the District of New Jersey against over 100 companies, including the Company, seeking CERCLA cost recovery or contribution for past costs relating to various investigations and cleanups OCC has conducted or is conducting in connection with OU-2 and OU-4 and seeking a declaratory judgment to hold the defendants liable for their proper shares of future response costs for OCC's ongoing activities in connection with the Site, which would include OCC’s Remedial Investigation/Feasibility Study ("RI/FS") in Newark Bay (OU-3 of the Site).

The litigation was stayed while the Court considered the Consent Decree and during the appeal discussed above.

Army Corps of Engineers and other federal agencies have been conducting a natural resources damage assessment of the LPR.

The results of this assessment may be used in the future to support a claim by the federal agencies for natural resource damages against the Company and other PRPs.

At this time, the Company cannot reasonably estimate its liability related to the litigation, remediation efforts and natural resource damages as discussed above, as the OCC litigation is pending, the Court’s opinion granting the United States’ motion to enter the Consent Decree has been appealed, and Newark Bay RI/FS and the natural resource damage assessment are ongoing.

Per the terms of a Final Order and Judgment approved by the United States District Court for the Middle District of Florida on January 22, 1991, Emhart is responsible for a percentage of remedial costs arising out of the Kerr McGee Chemical Corporation Superfund Site located in Jacksonville, Florida.

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The Multistate Trust managing the remediation provides quarterly projections for the remediation costs for work to be performed, and the Company adjusts the reserve for its percentage share of such costs accordingly.

As of December 28, 2024, the Company has reserved $ 25.2 million for this site.

The amount recorded for the aforementioned identified contingent liabilities is based on estimates.

As of January 3, 2026, the Company has reserved $ 18.8 million for this site.

The amounts recorded for the aforementioned identified contingent liabilities are based on estimates.

Amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available.

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Subject to the imprecision in estimating future contingent liability costs, the Company does not expect that any sum it may have to pay in connection with these environmental matters in excess of the amounts recorded will have a materially adverse effect on its financial position, results of operations or liquidity.

2024 DIVESTITURE

Infrastructure business

On 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.

As of December 30, 2023, the assets and liabilities related to the Infrastructure business were classified as held for sale on the Company's Consolidated Balance Sheet.

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.

Following is the pre-tax income for this business for the years ended December 28, 2024, December 30, 2023 and December 31, 2022:

PENDING DIVESTITURE

Consolidated Aerospace Manufacturing

In 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) 2025 2024 2023

Pre-tax income $ 9.6 $ 52.0 $ 54.3

In addition, the Company recognized pre-tax asset impairment charges of $ 25.5 million and $ 150.8 million in the first quarter of 2024 and fourth quarter of 2023, respectively, to adjust the carrying amount of the long-lived assets of the Infrastructure business to its estimated fair value less the costs to sell.

The carrying amounts of the assets and liabilities that were aggregated in assets held for sale and liabilities held for sale as of December 30, 2023 are presented in the following table:

(Millions of Dollars) December 30, 2023

Cash and cash equivalents $ 0.6

Pre-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, 2026

Accounts and notes receivable, net $ 94.2

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Total liabilities $ 53.6

2022 DIVESTITURES

Oil & Gas business

On August 19, 2022, the Company completed the sale of its Oil & Gas business comprised of the pipeline services and equipment businesses to Pipeline Technique Limited and recognized a pre-tax loss of $ 8.6 million.

This divestiture did not qualify for discontinued operations and therefore, the results of the Oil & Gas business were included in the Company's continuing operations within the Industrial segment through the date of sale in the third quarter of 2022.

For the year ended December 31, 2022, the Company recognized a pre-tax loss of $ 2.7 million for this business.

In addition, the Company recognized a $ 168.4 million pre-tax asset impairment charge in the second quarter of 2022 to adjust the carrying amount of the long-lived assets of the Oil & Gas business to its fair value less the costs to sell.

Commercial Electronic Security and Healthcare businesses

On July 22, 2022, the Company completed the sale of its Convergent Security Solutions ("CSS") business comprised of the commercial electronic security and healthcare businesses to Securitas AB for net proceeds of $ 3.1 billion and recorded a pre-tax gain of $ 584 million.

As part of the purchase and sale agreement, the Company provided transition services relating to certain administrative functions for Securitas AB from the date of close through January 2024.

A portion of the net proceeds received at closing was deferred to reimburse the Company for transition service costs incurred over the service period.

Mechanical Access Solutions business

On July 5, 2022, the Company completed the sale of its Mechanical Access Solutions ("MAS") business comprised of the automatic doors business to Allegion plc for net proceeds of $ 916.0 million and recorded a pre-tax gain of $ 609 million.

As part of the purchase and sale agreement, the Company is providing transition services relating to certain administrative functions for Allegion plc.

The transition service period is expected to end June 30, 2025, or earlier, upon integration of these functions into their pre-existing business processes.

The CSS and MAS divestitures represented a single plan to exit the Security segment and were considered a strategic shift that had a major effect on the Company’s operations and financial results.

As such, the 2022 operating results of CSS and MAS were reported as discontinued operations.

These divestitures allowed the Company to invest in other areas that fit into its long-term strategy.

Summarized operating results of discontinued operations are presented in the following table for each fiscal year ended:

(Millions of Dollars) 2024 2023 2022

Net Sales $ — $ — $ 1,056.3

Cost of sales — — 687.5

Selling, general, and administrative (1)

Gain (loss) on sale of discontinued operations 10.4 ( 14.3 ) 1,197.4

Other, net and restructuring charges — — 47.3

Earnings (loss) from discontinued operations before income taxes $ 10.4 $ ( 14.3 ) $ 1,210.9

Income taxes on discontinued operations 2.4 14.5 318.5

Net earnings (loss) from discontinued operations $ 8.0 $ ( 28.8 ) $ 892.4

(1) Includes provision for credit losses.

The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to CSS and MAS that are included in the Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2022:

(Millions of Dollars) 2022

Depreciation and amortization $ 0.4

Capital expenditures $ 6.3

Stock-based compensation $ 17.5

2024 DIVESTITURE

Infrastructure

On 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.

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 $ 150.8 million in the first quarter of 2024 and fourth quarter of 2023, respectively, to adjust the carrying amount of the long-lived assets of the Infrastructure business to its estimated fair value less the costs to sell.

EXHIBIT INDEX

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as administrative agent for the lenders (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, dated July 1, 2024).

10.2 Amendment No.1 to that certain Five-Year Credit Agreement, dated as of June 28, 2024, by and among Stanley Black & Decker, Inc., the Initial Lenders named therein and Citibank, N.A., as administrative agent for the lenders.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 26, 2025).

10.3 364-Day Credit Agreement made as of June 23, 2025, among Stanley Black & Decker, Inc., the Initial Lenders named therein and Citibank N.A.

as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, dated July 1, 2024).

as administrative Agent for the Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 26, 2025).

10.4 Letter Agreement, dated as of May 31, 2022, between Stanley Black & Decker, Inc.

3 unchanged sentences

and Donald Allan, Jr.(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 24, 2024).*

10.6 Letter Agreement, dated June 29, 2025, by and between Stanley Black & Decker, Inc.

and Donald Allan, Jr.

(incorporated by reference to Exhibit 10.2 on the Company’s Current Report on Form 8-K filed on June 30, 2025).*

10.7 Letter Agreement, dated June 29, 2025, by and between Stanley Black & Decker, Inc.

and Christopher J.

Nelson (incorporated by reference to Exhibit 10.1 on the Company’s Current report on Form 8-K filed on June 30, 2025).*

10.8 Change in Control Severance Agreement, dated December 4, 2018 between Stanley Black & Decker, Inc.

14 unchanged sentences

(b) Form of stock option certificate for grants to executive officers pursuant to the Stanley Black & Decker 2018 Omnibus Award Plan (incorporated by reference to Exhibit 10.16(b) to the Company's Annual Report on Form 10-K for the period ended December 28, 2019 filed on February 21, 2020).*

(c) Form of restricted stock unit award certificate for grants to executive officers pursuant to the Stanley Black & Decker 2018 Omnibus Award Plan (incorporated by reference to Exhibit 10.16(c) to the Company's Annual Report on Form 10-K for the period ended December 28, 2019 filed on February 21, 2020).*

(d) Form of restricted stock unit retention award certificate for grants to executive officers pursuant to the Stanley Black & Decker 2018 Omnibus Award Plan (incorporated by reference to Exhibit 10.16(d) to the Company's Annual Report on Form 10-K for the period ended December 28, 2019 filed on February 21, 2020).*

(e) Form of Award Document for Performance Award granted to executive officers under the Stanley Black & Decker 2018 Omnibus Award Plan (incorporated by reference to Exhibit 10.17(e) to the Company’s Annual Report on Form 10-K for the period ended January 1, 2022 filed on February 22, 2022).*

(f) Form of Award Document granted to executive officers under the 2019 and 2020 Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.16(f) to the Company's Annual Report on Form 10-K for the period ended December 29, 2018 filed on February 26, 2019).*

10.16 (a) The Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 99.1(a) to the Registration Statement on Form S-8 filed on April 5, 2022).*

2 unchanged sentences

(d) Form of restricted stock unit retention award certificate for 2022 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.17(d) on the Company's Annual Report on Form 10-K for the period ended December 31, 2022 filed on February 23, 2023)*

(e) Letter regarding 2022-2024 Long-Term Incentive Program – Special Grant to Donald Allan, Jr.

pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.17(e) on the Company's Annual Report on Form 10-K for the period ended December 31, 2022 filed on February 23, 2023).*

(f) Form of award document for 2023 Management Incentive Compensation Plan pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023 filed on May 4, 2023).*

(g) Form of award document for 2023-2025 Long-Term Incentive Program (for award valued as percentage of salary) pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023 filed on May 4, 2023).*

(h) Form of award document for 2023-2025 Long-Term Incentive Program (for award at specified fair value) pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023 filed on May 4, 2023).*

(i) Restricted Stock Unit Award Agreement for grants to Christopher J.

(e) Form of award document for 2023-2025 Long-Term Incentive Program (for award valued as percentage of salary) pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023 filed on May 4, 2023).*

(f) Form of award document for 2023-2025 Long-Term Incentive Program (for award at specified fair value) pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023 filed on May 4, 2023).*

(g) Restricted Stock Unit Award Agreement for grants to Christopher J.

Nelson pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(i) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(j) Form of stock option certificate for 2023 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(j) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(k) Form of restricted stock unit award certificate for 2023 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(k) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(l) Form of restricted stock unit retention award certificate for 2023 fiscal year grants to executive officer pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(l) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(m) Form of award document for 2024 Management Incentive Compensation Plan pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(m) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(n) Form of award document for 2024-2026 Long-Term Incentive Program (for award at specified fair value) pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(n) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(o) Form of stock option certificate for 2024 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(o) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(p) Form of restricted stock unit award certificate for 2024 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(p) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

10.14 The Stanley Black & Decker 2024 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2024).

(h) Form of stock option certificate for 2023 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(j) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(i) Form of restricted stock unit award certificate for 2023 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(k) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(j) Form of restricted stock unit retention award certificate for 2023 fiscal year grants to executive officer pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(l) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(k) Form of award document for 2024-2026 Long-Term Incentive Program (for award at specified fair value) pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(n) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(l) Form of stock option certificate for 2024 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(o) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

(m) Form of restricted stock unit award certificate for 2024 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(p) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

10.17 (a) The Stanley Black & Decker 2024 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2024).

(b) Form of award document for 2025 Management Incentive Compensation Plan to executive officers pursuant to the Stanley Black & Decker 2024 Omnibus Award Plan.(incorporated by reference to Exhibit 10.1 to the Company’s Quarter Report on Form 10-Q for the period ended March 29, 2025, filed on April 30, 2025).*

(c) Form of award document for 2025-2027 Long-Term Incentive Program for grants to executive officers pursuant to the Stanley Black & Decker 2024 Omnibus Award Plan.

(incorporated by reference to Exhibit 10.2 to the Company’s Quarter Report on Form 10-Q for the period ended March 29, 2025, filed on April 30, 2025).*

(d) Form of stock option certificate for fiscal year 2025 grants to executive officers pursuant to the Stanley Black & Decker 2024 Omnibus Award Plan.

(incorporated by reference to Exhibit 10.3 to the Company’s Quarter Report on Form 10-Q for the period ended March 29, 2025, filed on April 30, 2025).*

(e) Form of restricted stock unit award certificate for fiscal year 2025 grants to executive officers pursuant to the Stanley Black & Decker 2024 Omnibus Award Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarter Report on Form 10-Q for the period ended March 29, 2025, filed on April 30, 2025).*

10.18 The Stanley Black & Decker, Inc.

5 unchanged sentences

10.22 Global Omnibus Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1(a) to the Company’s Registration Statement on Form S-8 filed on November 13, 2019).*

10.20 Employment Offer Letter, dated June 12, 2017, between Stanley Black & Decker, Inc.

Link (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the period ended December 30, 2017 filed on February 27, 2018).*

10.23 Employment Offer Letter, dated January 19, 2023, between Stanley Black & Decker, Inc.

and Patrick Hallinan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023 filed on May 4, 2023).*

10.22 Employment Offer Letter, dated May 2, 2023, between Stanley Black & Decker, Inc.

and Christopher J.

Nelson (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 1, 2023 filed on August 1, 2023).*

10.23 Employment Offer Letter, dated November 19, 2021, by and between Stanley Black & Decker, Inc.

and Tamer Abuaita (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*

10.24 Transition and Release Agreement, dated March 31, 2025, by and between Stanley Black & Decker, Inc.

(incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Form 8-K filed on April 3, 2025).

10.25 Employment Offer Letter, dated September 17, 2025, by and between Stanley Black & Decker, Inc.

and William D.

Beck (filed herewith).*

10.26 Employment Offer Letter, dated October 6, 2025, by and between Stanley Black & Decker, Inc.

and Agustin Lopez Diaz (filed herewith).*

10.27 Employment Offer Letter, dated August 26, 2024, by and between Stanley Black & Decker, Inc.

and Deborah Wintner (filed herewith).*

10.28 Change in Control Severance Agreement (all other executive officers except Donald Allan Jr.) (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the period ended January 2, 2021 filed on February 18.

4 unchanged sentences

31.1 (a) Certification by President and Chief Executive Officer pursuant to Rule 13a-14(a).

31.1 (b) Certification by Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a).

31.1 (b) Certification by Executive Vice President , Chief Financial Officer and Ch ief Administrative Officer pursuant to Rule 13a-14(a).

32.1 Certification by President and Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification by Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C.

32.2 Certification by Executive Vice President , Chief Financial Officer and Chief Administrative Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

99.1 Policy on Confidential Proxy Voting and Independent Tabulation and Inspection of Elections as adopted by The Board of Directors October 23, 1991 (incorporated by reference to Exhibit (28)(i) to the Quarterly Report on Form 10-Q for the quarter ended September 28, 1991).

101 The following materials from Stanley Black & Decker Inc.'s Annual Report on Form 10-K for the year ended December 28, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Statements of Operations for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022;

(ii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022;

(iii) Consolidated Balance Sheets at December 28, 2024 and December 30, 2023;

(iv) Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022;

(v) Consolidated Statements of Changes in Shareowners' Equity for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022;

101 The following materials from Stanley Black & Decker Inc.'s Annual Report on Form 10-K for the year ended January 3, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Statements of Operations for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023;

(ii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023;

(iii) Consolidated Balance Sheets at January 3, 2026 and December 28, 2024;

(iv) Consolidated Statements of Cash Flows for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023;

(v) Consolidated Statements of Changes in Shareowners' Equity for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023;

and (vi) Notes to Consolidated Financial Statements.**

104 The cover page of Stanley Black & Decker Inc.'s Annual Report on Form 10-K for the year ended December 28, 2024, formatted in iXBRL (included within Exhibit 101).

104 The cover page of Stanley Black & Decker Inc.'s Annual Report on Form 10-K for the year ended January 3, 2026, formatted in iXBRL (included within Exhibit 101).

# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K and the Company agrees to furnish supplementally to the SEC a copy of any omitted schedules or exhibits upon request.

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P Paper Filing

** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part

of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended,

are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and

otherwise are not subject to liability under those sections.

** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

STANLEY BLACK & DECKER, INC.

/s/ Donald Allan, Jr.

Donald Allan, Jr., President and Chief Executive Officer

/s/ Christopher J.

Christopher J.

Nelson, President and Chief Executive Officer

February 24, 2026

1 unchanged sentence

Signature Title Date

/s/ Donald Allan, Jr.

President and Chief Executive Officer February 18, 2025

Donald Allan, Jr.

/s/ Patrick Hallinan Executive Vice President and Chief Financial Officer February 18, 2025

/s/ Christopher J.

Nelson President and Chief Executive Officer February 24, 2026

Christopher J.

/s/ Patrick Hallinan Executive Vice President, Chief Financial Officer and Chief Administrative Officer February 24, 2026

Patrick Hallinan

1 unchanged sentence

Scot Greulach

* Executive Chair February 24, 2026

Donald Allan, Jr.

* Director February 24, 2026

8 unchanged sentences

* Director February 24, 2026

Shane O'Kelly

* Director February 24, 2026

/s/ Donald J.

(As Attorney-in-Fact)

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 9A. Controls and Procedures