Ayers Andrea J. 4

What Happened Andrea J. Ayers, a non-employee director of Stanley Black & Decker, received a series of restricted stock unit (RSU) and deferred-share awards on 2026-03-24. The filing reports four acquisitions totaling 896.848 shares at $70.77 per share, with aggregate value of approximately $63,469:

• 33 shares — $2,335
• 247.857 shares — $17,541
• 441.602 shares (derivative) — $31,252
• 174.389 shares (derivative) — $12,341

These awards represent director compensation (RSUs and deferred shares). Some items are derivative because they reflect RSU settlement rights or dividend-equivalent RSUs rather than open-market purchases.

Key Details

• Transaction date and price: 2026-03-24 at $70.77 per share for all items.
• Total received: 896.848 shares, total value ≈ $63,469.
• Settlement/deferral: The RSUs were 100% vested on grant but Ayers elected to defer settlement under the Stanley Black & Decker 2020 RSU Deferral Plan for Non-Employee Directors; deferred shares from director fee deferrals are under the Deferred Compensation Plan.
• Dividend equivalents: Additional RSUs were credited as dividend equivalents and will be settled per the deferral elections.
• Shares owned after transaction: Not specified in this Form 4.
• Filing timeliness: Transaction reported on Form 4 filed 2026-03-26 for a 2026-03-24 transaction — appears timely (not marked late).

Context These transactions are routine non-employee director compensation (awarded RSUs and deferred shares) rather than open-market buys or sales. The awarded RSUs were already vested but Ayers elected to defer settlement, meaning the shares will be delivered later according to the deferral plan (e.g., upon leaving the board or in scheduled installments). Derivative entries reflect settlement rights/dividend equivalents, not option exercises or sales.