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Industrials · Tools & Hardware · NYSE

SWKStanley Black & Decker

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The 10-K against last year's

207 changes: 42 added, 42 removed, 121 reworded, 2 quiet changes

10-K Feb 24, 2026 vs Feb 18, 2025
Risk FactorsRedline ↓
20.2%
of the text changed · 10,735 words now
33.6%
of the text changed · 13,492 words now
Legal ProceedingsRedline ↓
18.3%
of the text changed · 1,141 words now

10-K 0000093556-26-000009 (2026-02-24) vs 10-K 0000093556-25-000007 (2025-02-18) Not compared: Accounting Policies.

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 466 words changed in this paragraph; it is 62% similar to last year's version.
Important factors that could cause the Company's actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in its forward-looking statements include, among others, the following: (i) successfully developing, marketing and achieving sales from new products and services and the continued acceptance of current products and services; services as well as successful execution of, and realization of expected benefits from, the Company’s brand prioritization and investment strategy, including potential licensing initiatives and related restructuring efforts, and its ability to estimate and mitigate negative consequences from the same including, but not limited to, reduced ability to generate sales; (ii) macroeconomic factors, including global and regional business conditions, commodity availability and prices, inflation and deflation, interest rate volatility, currency exchange rates, and uncertainties in the global financial markets related to the recent failures of several financial institutions; markets; (iii) laws, regulations and governmental policies affecting the Company's activities in the countries where it does business, business or sources supply inputs, including those related to tariffs, taxation, data privacy, anti-bribery, anti-corruption, government contracts, and trade controls such as section 301 tariffs and section 232 steel and aluminum controls, including but not limited to, tariffs, and import and export controls; controls, raw material and rare earth related controls and other monetary and non-monetary trade regulations or barriers; (iv) the Company’s ability to predict the timing and extent of any trade related regulations, restrictions regulations (or any court rulings in response thereto), clearances, restrictions, including but not limited to, trade barriers, tariffs, raw material and tariffs rare earth related controls, as well as its ability to successfully assess the impact to its business of, and mitigate or respond to to, such macroeconomic or trade trade, tariff and tariff raw material and rare earth import/export control changes or policies; policies (including, but not limited to, the Company’s ability to predict and respond to court rulings in response thereto, or to obtain price increases from its customers and complete effective supply chain adjustments within anticipated time frames and ability to obtain rare earth related supply clearances); (v) the economic, political, cultural and legal environment in Europe the U.S., Europe, and the emerging markets in which the Company generates sales, particularly Latin America and China; (vi) realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures; divestitures and the costs associated with such transactions; (vii) pricing pressure and other changes within competitive markets; (viii) availability and price of raw materials, rare earth materials, component parts, freight, energy, labor and sourced finished goods; (ix) the impact that the tightened credit markets may have on the Company or its customers or suppliers; (x) the extent to which the Company has to write off accounts receivable, inventory or other assets or experiences supply chain disruptions in connection with bankruptcy filings by customers or suppliers; (xi) the Company's ability to identify and effectively execute productivity improvements and cost reductions; reductions, including complexity reduction through platforming products and SKU reduction initiatives, and other manufacturing and administrative reorganization actions; (xii) potential business, supply chain and distribution disruptions, including those related to physical security threats, information technology or cyber-attacks, epidemics, natural disasters or pandemics, sanctions, political unrest, war or terrorism, including the conflicts between Russia and Ukraine, and Israel and Hamas and tensions or conflicts in South Korea, China, Taiwan and the Middle East; (xiii) the continued consolidation of customers, particularly in consumer channels, and the Company’s continued reliance on significant customers; (xiv) managing franchisee relationships; (xv) the impact of poor weather conditions and climate change and risks related to the transition to a lower-carbon economy, such as the Company's ability to successfully adopt new technology, meet market-driven demands for carbon neutral and renewable energy technology, or to comply with changes in environmental regulations or requirements, which may be more stringent and complex, impacting its manufacturing facilities and business operations as well as remediation plans and costs relating to any of its current or former locations or other sites; (xvi) maintaining or improving production rates in the Company's manufacturing facilities, responding to significant changes in customer preferences or expectations, product demand and fulfilling demand for new and existing products, and learning, adapting and integrating new technologies into products, services and processes; (xvii) changes in the competitive landscape in the Company's markets; (xviii) the Company's non-U.S. operations, including sales to non-U.S. customers; (xix) the impact from demand changes within world-wide markets associated with construction and housing, general industrial, automotive, aerospace, outdoor and other markets which the Company serves; (xx) potential adverse developments in new or pending litigation and/or government investigations; (xxi) the incurrence of debt and changes in the Company's ability to obtain debt on commercially reasonable terms and at competitive rates; (xxii) substantial pension and other postretirement benefit obligations; (xxiii) potential regulatory liabilities, including environmental, privacy, data breach, workers compensation and product liabilities; (xxiv) attracting, developing and retaining senior management and other key employees, managing a workforce in many jurisdictions, labor shortages, work stoppages or other labor disruptions; (xxv) the Company's ability to keep abreast with the pace of

Source: Item 7, 10-K 0000093556-26-000009 vs Item 7, 10-K 0000093556-25-000007

Risk Factors 251 words changed in this paragraph; it is 48% similar to last year's version.
Changes in governmental policy regarding international trade, including import and export regulation, sanctions, and international trade agreements, have negatively impacted the Company’s business. In 2025, the U.S. government announced a series of tariffs on imported goods into the U.S., which prompted retaliatory actions from some of its trading partners, and in response, the Company introduced strategies to mitigate the impacts of these changes on its results of operations, including price increases and supply chain adjustments. However, there is no assurance that the Company will be able to mitigate the full impact of all such tariffs, retaliatory actions or other changes in trade policies that have or may develop. Similar U.S. actions involving China, Mexico or other countries, and any corresponding retaliatory efforts, could be adopted or modified with little or no advanced notice, and result in disruption to the Company's supply chain and an increase in supply chain costs that the Company may not be able to accurately assess and offset, which could in turn require the Company to increase its prices and, in the event customer demand declines as a result, adversely impact the Company’s results of operations. Moreover, decisions made as part of the Company’s tariff mitigation strategy concerning the rationalization, restructuring or relocation of facilities, production or component sources and any similar actions could also subject the Company to additional or new tariffs or trade regulations and interpretations of those regulations, reputational risks, and other issues relating to the importation of products. For example, in 2018 2025 the U.S. imposed Company began shifting production of certain power tools to Mexico. As a result, these products became subject to additional tariffs on steel and aluminum as well as on goods imported imports from China and certain other countries, which resulted Mexico in retaliatory tariffs by China and other countries. Diplomatic and trade tensions between 2025. Even though the U.S. and China remain high. Existing tariffs remain in effect and Company is taking actions to qualify for an exemption under the United States-Mexico-Canada Agreement to mitigate the additional tariff costs, there is a possibility of further escalation of trade tensions or additional trade restrictions. no guarantee that the Company will be able to obtain such qualification.

Source: Item 1A, 10-K 0000093556-26-000009 vs Item 1A, 10-K 0000093556-25-000007

Legal Proceedings 218 words changed in this paragraph; it is 67% similar to last year's version.
As previously disclosed, on March 24, 2023, a putative class action lawsuit titled Naresh Vissa Rammohan v. 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. directors (together, “Defendants”). 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 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 seeks 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 asserts asserted 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 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, 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., No. 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 awaits a decision on that motion. 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.

Source: Item 3, 10-K 0000093556-26-000009 vs Item 3, 10-K 0000093556-25-000007

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of SWK's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-18. Each links to the text at sec.gov.

RewordedRisk Factors
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 applicable adjustment addbacks addbacks, as defined in the 364-day credit agreement, incurred prior to the end of the Company’s second in any four consecutive fiscal quarter of 2025, periods, provided that (A) the sum of the applicable adjustment addbacks incurred through and including on or before 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 2026 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.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
In addition, efforts to withdraw from, or substantially modify, such agreements or arrangements, in addition to the implementation China’s limitations on exports of more restrictive trade policies, such as more detailed inspections, import or export licensing requirements rare earth minerals) and exchange controls or new barriers to entry, could limit the Company’s ability to capitalize on current and future growth opportunities in international markets, impair its ability to expand the business by offering new products, and could adversely impact its production costs, customer demand and relationships with customers and suppliers.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
While the Company may be able to expand or shift sourcing options, options and has been focused, and continues to focus, on implementing other supply chain adjustments, such efforts are time consuming time-consuming and would be are, or could be, difficult or impracticable for many products and may result in an increase in its manufacturing costs. costs, or otherwise materially and adversely impact the Company's results of operations, cash flow and financial condition.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
The Company's facilities, supply chains, distribution systems, and information technology systems are subject to catastrophic loss due to natural disasters or other disruptions, including hurricanes and hurricanes, floods, droughts and fires, droughts, water scarcity, and other adverse weather or environmental conditions (each of which may be worsened by climate change), power outages, energy shortages, fires, explosions, terrorism or other geopolitical tensions, equipment failures, sabotage, cybersecurity incidents, any potential effects of climate change and adverse weather conditions, labor disputes, disputes or shortages, critical supply failure, inaccurate downtime forecast, political disruption, public health crises, like a regional or global pandemic such as COVID-19, and other reasons, which has have and could again result in undesirable consequences, including financial losses and damaged relationships with customers.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
In addition, efforts to withdraw from, or substantially modify, such agreements or arrangements, in addition to the implementation of more restrictive trade policies, such as more detailed inspections, import or export licensing requirements and exchange controls or new barriers to entry, could limit the Company’s ability to capitalize on current and future growth opportunities in international markets, impair its ability to expand the business by offering new products, and could adversely (e.g.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
The Company has undertaken restructuring and cost-reduction actions, such as restructuring of manufacturing and distribution facilities, including relocating production or component sources or closing facilities, workforce reductions and centralization of certain business support functions, the savings of which may be be, and have been, mitigated by many factors, including economic weakness, inflation, competitive pressures, higher labor costs costs, production volume decline and decisions to increase costs in areas such as sales promotion or research and development above levels that were otherwise assumed.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
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 2.50 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. 2026.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Failure to achieve, or delays in achieving, projected levels of efficiencies and cost savings from this transformation productivity investments and footprint actions, as well as other restructuring or cost reduction actions introduced by the Company, significant increases in the costs related to such actions, or unanticipated inefficiencies resulting from this transformation such investments (such as delays in ability to fulfil orders as a result of temporary constraints on production and storage of products) and other manufacturing and administrative reorganization actions in progress or contemplated, could adversely affect the any anticipated cost savings as well as the Company’s reputation and financial position.

Read it in 10-K 2026-02-24 at sec.gov ↗

Show the other 16
RewordedRisk Factors
If The disclosures below are provided by way of example only and are not representations as to whether or not the risks or uncertainties have occurred in the past, but are provided because if any of the risks or uncertainties actually occur or develop, the Company’s business, financial condition, results of operations and future growth prospects could change.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
The loss or material reduction of business, the lack of success of sales initiatives, or changes in customer business strategies or end-user preferences or loyalties for the Company’s products, related Company's inability to any such significant customer could have a material adverse impact on the Company’s results of operations and cash flows. support those

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
In mid-2022, the Company initiated a supply chain transformation Global Cost Reduction Program designed to achieve significant pre-tax run rate cost savings to, in part, help return adjusted gross margins to historical 35%+ levels by improving fill rates and better matching inventory with customer demand. levels.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
A consolidation of retailers in both North America and abroad has occurred over time and the increasing size and importance of individual customers creates risk of exposure to potential volume loss or reduced leverage in price negotiations, which could have an adverse effect on net sales and profitability.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any goals, projections, guidance or planning assumptions or guidance of scenarios regarding earnings, EPS, income, revenue, margins, or margin expansion, costs or and cost savings/reductions, sales, sales growth, profitability organic growth, profitability, cash flow, leverage ratios, debt reduction or other financial items; any statements of the plans, strategies strategies, investments and objectives of management for future operations, including expectations around the Company's ongoing productivity and efficiency goals and future operational strategies following completion of the Company's transformation; future market share gain, shareholder returns, any statements concerning innovation initiatives and proposed new products, services or developments; developments and brand prioritization strategies; any statements regarding future economic conditions or performance; any statements concerning future dividends or share repurchases; any statements relating to initiatives concerning environmental, social and governance matters; any statements of beliefs, plans, intentions or expectations; any statements and assumptions or scenarios regarding possible tariff and tariff impact projections and related mitigation plans (including price actions, supply chain adjustments) and expected timing and benefits related to such plans; any statements concerning the consummation of the CAM sale transaction, the Company’s ability to maximize value for shareholders through active portfolio management and the impact of the transaction to fund debt reduction and support the Company’s capital allocation strategy and any statements of assumptions underlying any of the foregoing.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
(iv) the Company’s ability to predict the timing and extent of any trade related regulations, restrictions regulations (or any court rulings in response thereto), clearances, restrictions, including but not limited to, trade barriers, tariffs, raw material and tariffs rare earth related controls, as well as its ability to successfully assess the impact to its business of, and mitigate or respond to to, such macroeconomic or trade trade, tariff and tariff raw material and rare earth import/export control changes or policies; policies (including, but not limited to, the Company’s ability to predict and respond to court rulings in response thereto, or to obtain price increases from its customers and complete effective supply chain adjustments within anticipated time frames and ability to obtain rare earth related supply clearances);

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
The following table summarizes the Company’s significant contractual and other obligations that impact its liquidity:Payments Due by Period (Millions of Dollars) Total 2025 2026-2027 2028-2029 2026 2027-2028 2029-2030 Thereafter Long-term debt (a) $ 6,152 5,305 $ 501 $ 901 555 $ 1,100 $ 3,650 750 $ 2,900 Interest payments on long-term debt (b) 2,977 228 378 286 2,085 2,742 189 343 243 1,967 Short-term borrowings 606 606 — — — Lease obligations 565 130 196 122 117 552 139 198 119 96 Inventory purchase commitments (c) 713 708 5 493 484 9 — — Deferred compensation 27 29 — 1 — 26 28 Marketing commitments 62 35 27 — 81 41 30 10 — Forward stock purchase contract (d) 350 — 350 — — Pension funding obligations (e) 30 30 29 29 — — — U.S. income tax (f) 110 110 2 2 — — — Supplier agreements (g) 161 101 132 60 72 — — Derivatives (h) 12 12 26 26 — — — Total contractual cash obligations $ 11,159 10,347 $ 1,855 2,131 $ 1,918 2,103 $ 1,508 1,122 $ 5,878 4,991

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
(xv) the impact of poor weather conditions and climate change and risks related to the transition to a lower-carbon economy, such as the Company's ability to successfully adopt new technology, meet market-driven demands for carbon neutral and renewable energy technology, or to comply with changes in environmental regulations or requirements, which may be more stringent and complex, impacting its manufacturing facilities and business operations as well as remediation plans and costs relating to any of its current or former locations or other sites;

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Industrial Engineered Fastening net sales decreased $352.5 $89.3 million, or 15%, 4%, in 2024 2025 compared to 2023, 2024, as a 2% increase in volume, a 1% increase in price was price, and a 1% increase from foreign currency were more than offset by a 13% 5% decrease from the Infrastructure divestiture, a 2% decrease in volume, divestiture and a 1% 3% decrease from foreign currency. a product line transfer to Tools & Outdoor.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
(iii) laws, regulations and governmental policies affecting the Company's activities in the countries where it does business, business or sources supply inputs, including those related to tariffs, taxation, data privacy, anti-bribery, anti-corruption, government contracts, and trade controls such as section 301 tariffs and section 232 steel and aluminum controls, including but not limited to, tariffs, and import and export controls; controls, raw material and rare earth related controls and other monetary and non-monetary trade regulations or barriers;

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Industrial Engineered Fastening net sales decreased 4% compared to 2022 2024 as a 3% 2% increase in price was volume, a 1% increase in price, and a 1% increase from foreign currency were more than offset by a 4% 5% decrease from the Oil & Gas Infrastructure divestiture and a 3% decrease in volume. from a product line transfer to Tools & Outdoor.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
The year-over-year increase in 2024 decrease is primarily driven by an a $142.3 million environmental remediation reserve adjustment relating related to the Centredale site, site and write-downs on certain investments in 2024, as further discussed in Note R, Contingencies, partially offset by well as lower intangible asset amortization due to the divestiture of the Infrastructure business. in 2025.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
The Company's planning assumptions for 2025 2026 are for diluted earnings per share on a GAAP basis to be $4.05 (+/- $0.65), $3.15 to $4.35 and for diluted earnings per share excluding Non-GAAP adjustments to be $5.25 (+/- $0.50), $4.90 to $5.70, which reflects year-over-year growth of 42% and free cash flow to be $750 million (+/- $100 million). 13%, respectively, at the midpoint of each range.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Footprint Rationalization1 $ 19.0 $ 66.3 $ 96.9 $ 25.3 Material Productivity & Operational Excellence2 Excellence 15.3 18.6 69.1 — Inventory step-up charges — — 80.3 Facility-related costs 2.6 1.5 14.8 Voluntary retirement program program2 11.5 — (0.4) 5.7 Other charges (gains) 1.3 (0.2) 1.3 4.8 3.9 Gross Profit $ 50.6 $ 88.8 $ 166.9 $ 127.4 Supply Chain Transformation Costs:

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
This effective tax rate differs from the U.S. statutory tax rate primarily due to tax benefits associated with partial realignment of the Company's legal structure, remeasurement of uncertain tax position reserves, the recognition of previously unrecognized foreign deferred tax assets, state income taxes, positions, and tax credits, partially offset by non-deductible expenses, U.S. tax on foreign earnings, withholding taxes, and losses deferred tax assets for which a tax benefit is not recognized. recognized, U.S. tax on foreign earnings, and non-deductible expenses.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
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 2.50 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. 2026.

Read it in 10-K 2026-02-24 at sec.gov ↗

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