What changed in this filing

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Item 9A. Controls and Procedures

2026-02-10 compared with 2025-02-11 · 33 added, 37 removed, 159 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, 2025, 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 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 February 18, 2025 and the Plan's maximum duration is until October 31, 2025.

The Plan is intended to allow for:

(i) the sale of 36,973 shares, (ii) the exercise and sale of up to 138,047 stock options, and (iii) the sale of shares acquired by Mr.

Allman upon the vesting of performance restricted stock units ("PRSUs") granted to him under our 2022-2024 Long Term Incentive Program (the number of PRSUs that vest is subject to certain performance conditions under the Long Term Incentive Program, with a maximum of 88,280 PRSUs).

During the three months ended December 31, 2024, none of our other officers or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

During the three months ended December 31, 2025, none of our officers or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

5 unchanged sentences

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.

A copy of our insider trading policy is incorporated by reference 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 2026 Annual Meeting of Stockholders, to be filed before April 28, 2026, and such information is incorporated herein by reference.

32 unchanged sentences

2015 10-K 3.i 02/12/2016

Bylaws of Masco Corporation, as Amended and Restated on February 5, 2021.

2020 10-K 3.b 02/09/2021

Certificate of Amendment of Restated Certificate of Incorporation of Masco Corporation

Bylaws of Masco Corporation, as Amended and Restated on May 9, 2025.

Indenture dated as of December 1, 1982 between Masco Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee under agreement originally with Morgan Guaranty Trust Company of New York, as Trustee, and Supplemental Indenture thereto dated as of July 26, 1994;

14 unchanged sentences

Exhibit Description

Form Exhibit Filing Date

Form Exhibit Filing Date Filed

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.

11 unchanged sentences

10-Q 10a 04/27/2022

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.

Exhibits 10.b through 10.q 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):

1 unchanged sentence

Form of Restricted Stock Unit Award Agreements

for awards between December 17, 2019 and February 2, 2022 2019 10-K 10.c.iii 02/11/2020

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

2021 10-K 10.c.iv 02/08/2022

Form of Stock Option Grant Agreements:

3 unchanged sentences

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

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.

2021 10-K 10.c.xi 02/08/2022

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 February 7, 2020).

1 unchanged sentence

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

for awards between February 7, 2020 and February 3, 2022 2019 10-K 10.c.xiv 02/11/2020

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

2021 10-K 10.c.xvii 02/08/2022

Incorporated By Reference Filed

Exhibit Description

Form Exhibit Filing Date Filed

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

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

for grants between December 17, 2024 and February 5, 2026

for grants on or after February 6, 2026

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 (for grants prior to February 6, 2026).

Long Term Stock Incentive Program under Masco Corporation's 2024 Long Term Stock Incentive Plan (Amended and Restated February 6, 2026) and form of Performance Restricted Stock Unit Award Agreement thereunder (for grants on or after February 6, 2026).

Non-Employee Directors Equity Program under Masco Corporation's 2024 Long Term Stock Incentive Plan 10-Q

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (for grants prior to May 9, 2025)

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

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (for grants on or after May 9, 2025)

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

7 unchanged sentences

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

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

Amended and Restated Severance and Release Agreement dated December 30, 2023 between Masco Corporation and Richard A.

Amended and Restated Transition and Severance Agreement and Release of All Liability dated October 25, 2023 between Masco Corporation and David A.

Employment Offer Letter dated March 3, 2025 between Jonathon J.

Nudi and Masco Corporation

Incorporated By Reference Filed

Exhibit Description

Form Exhibit Filing Date

Form Exhibit Filing Date Filed

Retention Agreement dated March 5, 2025 between Jai Shah and Masco Corporation

Aircraft Time Sharing Agreement dated July 25, 2025 between Jonathon J.

Nudi and Masco Corporation.

Employment Offer Letter dated November 28, 2025 between Jen Stone and Masco Corporation

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

Amended and Restated Severance and Release Agreement dated December 30, 2023 between Masco Corporation and Richard A.

Severance and Release Agreement dated July 8, 2025 between Masco Corporation and Keith J.

Severance and Release Agreement effective January 12, 2026 between Masco Corporation and Imran Ahmad

Insider Trading Policies and Procedures

18 unchanged sentences

Principal Executive Officer:

/s/ Jonathon J.

President and Chief Executive Officer and Director

3 unchanged sentences

Principal Accounting Officer:

/s/ Bonnie S.

Vice President, Controller and Chief Accounting Officer

Chair of the Board

/s/ Jonathon J.

/s/ Christopher A.

Christopher A.

/s/ Donald R.

/s/ Sandeep Reddy

13 unchanged sentences

Valuation allowance on deferred tax assets:

2025 $ 27 $ — $ — $ — $ 27

2024 $ 33 $ — $ — $ ( 6 ) (b)

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

2022 $ 17 $ — $ — $ ( 2 ) (f)

______________________________

5 unchanged sentences

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