What changed in this filing

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Item 9A. Controls and Procedures

2025-02-11 compared with 2024-02-08 · 38 added, 34 removed, 158 unchanged (31% of the section changed)

8 unchanged sentences

In connection with the evaluation of the Company's internal control over financial reporting that occurred during the quarter ended December 31, 2024, which is required under the Securities Exchange Act of 1934 by paragraph (d) of Exchange Rules 13a-15 or 15d-15 (as defined in paragraph (f) of Rule 13a-15), management determined that there was no change that materially affected or is reasonably likely to materially affect internal control over financial reporting.

During the second quarter of 2025, we plan to upgrade the enterprise resource planning system in one of our operating units within our Plumbing Products segment.

The current system will be upgraded to a newer version and is not in response to any identified deficiency or weakness in the Company's internal control over financial reporting.

However, this upgrade may involve complexities that could result in modification to certain internal controls at the operating unit.

Other Information.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

On December 6, 2023 , Keith J.

On November 18, 2024 , Keith J.

Allman , our President and Chief Executive Officer , adopted a new 10b5-1 Trading Plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (the "Plan").

Trades under the Plan are permitted to begin on March 6, 2024 and the Plan's maximum duration is until October 31, 2024.

Trades under the Plan are permitted to begin on February 18, 2025 and the Plan's maximum duration is until October 31, 2025.

The Plan is intended to allow for:

7 unchanged sentences

Amendments to or waivers of our Code of Ethics for directors and executive officers, if any, will be posted on our website.

We maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to us.

In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in our securities.

A copy of our insider trading policy is filed as Exhibit 19 to this annual report on Form 10-K.

Other information required by this Item will be contained in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed before April 29, 2025, and such information is incorporated herein by reference.

28 unchanged sentences

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

Exhibit Description

Form Exhibit Filing Date

Restated Certificate of Incorporation of Masco Corporation.

16 unchanged sentences

8-K 4.2 06/15/2017

Incorporated By Reference Filed

Exhibit Description

Form Exhibit Filing Date

Second Supplemental Indenture, dated as of September 18, 2020, between Masco Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee.

8-K 4.3 09/18/2020

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

4.500% Notes Due May 15, 2047 8-K 4.2 09/18/2020

9 unchanged sentences

10-Q 10a 04/27/2022

Exhibits 10.b through 10.m constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Company participate.

Exhibits 10.b through 10.l constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Company participate.

Masco Corporation 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016):

10-Q 10.a 07/26/2016

Form of Restricted Stock Award Agreements

2018 10-K 10.c.ii 02/07/2019

Form of Restricted Stock Unit Award Agreements:

2 unchanged sentences

Form of Stock Option Grant Agreements:

for grants prior to July 1, 2018 8-K 10.d 05/06/2014

for grants prior to July 1, 2018

for grants between July 1, 2018 and December 17, 2019 2018 10-K 10.c.iv 02/07/2019

1 unchanged sentence

for grants on or after February 3, 2022 2021 10-K 10.c.viii 02/08/2022

Form of Long Term Incentive Program Award Agreement for awards prior to December 17, 2019.

2018 10-K 10.c.v 02/07/2019

Long-Term Incentive Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (December 17, 2019) and form of Performance Restricted Stock Unit Award Agreement thereunder.

10-Q 10.a 04/29/2020

Form of Phantom Share Award Agreements X

Form of Stock Appreciation Rights Agreements

Long Term Incentive Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 3, 2022) and form of Performance Restricted Stock Unit Award Agreement thereunder.

1 unchanged sentence

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016).

10-Q 10.b 07/26/2016

Form of Restricted Stock Award Agreement for Non-Employee Directors

2018 10-K 10.c.viii 02/07/2019

Exhibit Description

Form Exhibit Filing Date

Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 7, 2020).

3 unchanged sentences

for awards on or after February 4, 2022 2021 10-K 10.c.xvii 02/08/2022

Masco Corporation 2024 Long Term Stock Incentive Plan

Terms and Conditions of Awards Granted Under the Masco Corporation 2024 Long Term Stock Incentive Plan X

Long Term Stock Incentive Program under Masco Corporation's 2024 Long Term Stock Incentive Plan and form of Performance Restricted Stock Unit Award Agreement thereunder.

Non-Employee Directors Equity Program under Masco Corporation's 2024 Long Term Stock Incentive Plan

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors

Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto (includes amendment freezing benefit accruals) for John G.

6 unchanged sentences

Employment Offer Letter dated May 3, 2021 between Richard Marshall and Masco Corporation 10-Q 10 07/29/2021

Employment Offer Letter dated January 6, 2022 between Robin Zondervan and Masco Corporation 8-K 10 02/07/2022

Employment Offer Letter dated August 28, 2023 between Richard Westenberg and Masco Corporation

Agreement dated May 31, 2023 between Masco Corporation and John G.

Amended and Restated Severance and Release Agreement dated December 21, 2023 between Masco Corporation and John G.

2 unchanged sentences

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

Exhibit Description

Form Exhibit Filing Date

Insider Trading Policies and Procedures

List of Subsidiaries.

3 unchanged sentences

Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Policy Relating to Recovery of Erroneously Awarded Compensation

Policy Relating to Recovery of Erroneously Awarded Compensation 2023 10-K

101 The following financial information from Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL:

7 unchanged sentences

/s/ Richard J.

Vice President, Chief Financial Officer

Vice President, Chief Financial Officer and Treasurer

February 11, 2025

1 unchanged sentence

Principal Executive Officer:

President and Chief Executive

Officer and Director

President and Chief Executive Officer and Director

Principal Financial Officer:

/s/ Richard J.

Vice President, Chief

Financial Officer

Vice President, Chief Financial Officer and Treasurer

Principal Accounting Officer:

Vice President, Controller

and Chief Accounting Officer

/s/ Bonnie S.

Vice President, Controller and Chief Accounting Officer

Chair of the Board

16 unchanged sentences

2023 $ 8 $ 7 $ — $ ( 5 ) (a) $ 11

2021 $ 7 $ 1 $ — $ ( 2 ) (a) (b) $ 6

2022 $ 6 $ 5 $ — $ ( 3 ) (a)

Valuation allowance on deferred tax assets:

2024 $ 33 $ — $ — $ ( 6 ) (b)

2023 $ 15 $ 2 $ 53 (c) (d)

2022 $ 17 $ — $ — $ ( 2 ) (f)

2021 $ 35 $ 5 $ — $ ( 23 ) (b)

______________________________

(a) Deductions, representing uncollectible accounts written off, less recoveries of accounts written off in prior years.

(b) As a result of the Hüppe divestiture in May 2021, $ 1 million was removed from allowance for credit losses and $ 23 million was removed from valuation allowance on deferred tax assets.

(a) Deductions, representing uncollectible accounts written off and divestitures, less recoveries of accounts written off in prior years.

(b) Primarily other activity not affecting income tax expense.

(c) As a result of the acquisition of Sauna360 Group Oy in the third quarter of 2023, $ 5 million was added to valuation allowance on deferred tax assets.

1 unchanged sentence

(e) Due to a legal restructuring of certain U.S.

businesses that will occur in early 2024, a $ 37 million reduction in valuation allowance was recorded as a $ 29 million state income tax benefit, net of federal expense.

businesses that occurred in early 2024, a $ 37 million reduction in valuation allowance was recorded as a $ 29 million state income tax benefit, net of federal expense.

(f) Net reduction to valuation allowance recorded as an income tax benefit.

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