Masco (MAS) 10-K risk factor changes: FY2025 vs FY2024

Variability in the cost and availability of our raw materials, [removed: component] [added: components] and finished products could impact our results of operations and financial position.

Increases in the cost of the materials we purchase, including as a result of diminished availability, increased [added: duties,] tariffs and inflation or unfavorable fluctuations in currency exchange rates have increased and may in the future increase the prices for our products and negatively impact our results of operations and financial position.

Increased selling prices for our products have led and may in the future lead to sales [removed: declines] [added: declines, a shift in the mix of products we sell] and loss of market share, particularly if those prices are not competitive.

The operations of the third parties on which we depend have been and could in the future be impacted by: changing laws, regulations and government policies, including those related to climate change; cybersecurity breaches; labor availability; raw material shortages; [added: trade policies;] energy availability; supply disruptions; and adverse weather conditions, pandemics, social or civil unrest, wars or conflicts and other force majeure events.

Sourcing these goods and services from alternate suppliers, including suppliers from new geographic regions, or re-engineering our products as a result of supplier disruptions, [removed: can be] [added: is] time-consuming and costly and could result in inefficiencies or delays in our business operations or could negatively impact the quality of our products.

In [removed: 2024, 20] [added: 2025, 21] percent of our sales were made outside of North America (particularly in Europe) and transacted in currencies other than the U.S. dollar.

These include laws and regulations related to anti-bribery/anti-corruption, competition, data privacy, environmental, [removed: social and governance (“ESG”)] [added: sustainability] matters, sanctions, tax, trade, including duties and tariffs, and other business practices.

Compliance with these laws, regulations and government policies is [removed: costly,] [added: costly] and [added: has required significant management attention, and] future changes to these laws may [added: continue to] require significant management attention and disrupt our operations.

The long-term performance of our businesses relies on our ability to attract, develop and retain a talented and [removed: diverse] workforce.

For our businesses to be successful, we must invest significant resources to attract, develop and retain highly [removed: qualified, talented] [added: qualified] and [removed: diverse] [added: talented] employees, who have the experience, knowledge and expertise to implement our strategic and business initiatives.

If we are unable to successfully implement our talent strategies, including attracting, developing, engaging and retaining key employees, building strong [removed: and diverse] leadership teams, developing effective succession planning and successfully executing organizational change and leadership transition, our results of operations and financial position could be adversely impacted.

Furthermore, [removed: stakeholders are increasingly scrutinizing companies' ESG practices, and] stakeholders’ expectations regarding [removed: ESG practices] [added: company practices, positions or public statements] are diverse and [removed: rapidly] [added: continually] changing.

We may not be able to align [removed: our ESG practices] with such evolving expectations within the timeframes expected by stakeholders or without incurring significant costs.

In [removed: addition,] [added: particular,] we may not be able to achieve our aspirational goals related to our [removed: ESG] [added: sustainability] initiatives, which are and may continue to be impacted by many complexities and variables, such as renewable energy infrastructure and availability, a challenging economic environment, changes to our operations and changes to our portfolio of businesses via acquisitions or divestitures.

We sell our products through home center retailers, online retailers, [removed: distributors] [added: distributors, wholesalers] and independent dealers and rely on these customers to market and promote our products to consumers.

The growing e-commerce channel brings an increased number of competitors and greater pricing transparency for [removed: consumers,] [added: consumers and customers,] as well as conflicts between our existing distribution channels and a need for different distribution methods.

In [removed: 2024,] [added: 2025,] our net sales to The Home Depot were [removed: $3.0] [added: $2.9] billion (approximately 38 percent of our consolidated net sales), and our net sales to Ferguson and Lowe’s were each less than 10 percent of our consolidated net sales.

[removed: Additionally,] [added: Further,] these customers have reduced in the past and may in the future reduce the number of vendors from which they purchase and could make significant changes in their volume of purchases from us.

Although other retailers, dealers, [removed: distributors] [added: distributors, wholesalers] and homebuilders represent other channels of distribution for our products and services, we might not be able to quickly replace, or replace at all, the loss of a substantial portion of our sales to The Home Depot or the loss of all of our sales to either Ferguson or Lowe’s.

[removed: In addition, our Behr business grants Behr brand exclusivity in the retail sales channel in North America to The Home Depot, and from] [added: From] time to time, certain of our other businesses grant product and/or brand exclusivity to our customers.

Global cybersecurity vulnerabilities, threats and more frequent, sophisticated and targeted [removed: attacks] [added: attacks, which may be increasingly exacerbated by the proliferation of and advance in artificial intelligence,] pose a risk to our information technology systems and to critical third-party information technology platforms we utilize.

In addition, we could be adversely impacted if any of our significant customers, suppliers or service providers [removed: experiences] [added: experience] any similar events that disrupt their business operations or damage their reputation.

We [added: have been and] may [added: in the the future] be adversely impacted if these information systems breakdown, fail, or if delays in system upgrades or replacements stretch those systems beyond support by third-party service providers, including cloud platform providers.

In addition to the consequences that may occur from interruptions in the current systems we utilize, we continue to invest in new technology systems throughout our company, including implementations [added: and integrations] of and upgrades to critical systems at our business units.

[removed: System implementations and upgrades] [added: These system changes] are complex and require significant management oversight, and we have experienced, and in the future may experience, unanticipated expenses and interruptions to our operations during these [removed: implementations and upgrades.][added: changes.]

Our results of operations and financial position, as well as the effectiveness of our internal controls over financial reporting, could be adversely impacted if we do not appropriately select, implement, maintain or upgrade our critical systems in a timely manner or if we experience significant unanticipated expenses or disruptions in connection with the implementation, [added: integration,] upgrade or update of such systems.

Our intellectual property has been and may again be challenged or infringed upon by third parties, [removed: particularly] [added: including] in countries where property rights are not highly developed or protected.

Protecting and preventing the unauthorized use of our intellectual property is costly, [removed: time consuming] [added: time-consuming] and requires significant resources.

- consumer affordability;

- inflationary pressures, including from duties and tariffs;

In particular, we have experienced and may continue to experience significantly higher costs as a result of increased duties and tariffs, mainly in our Plumbing Products segment, due to duties and tariffs related to China and other international jurisdictions as well as related to materials.

In addition, our Behr business grants to The Home Depot Behr brand exclusivity in the retail sales channel in North America and exclusivity with respect to Kilz branded primer products in the home improvement big box retail sales channel and across online only mass market retail marketplaces in the United States and in the retail sales channel in Canada.

In addition, we may be harmed if our proprietary or confidential information regarding our business is exposed through the unauthorized use of artificial intelligence technologies.

- inflationary pressures;

We believe that our strong financial position and cash flow generation, together with our investments in our industry-leading branded building products, our continued focus on innovation and [added: customer service and] disciplined capital allocation, will allow us to drive long-term growth and create value for our shareholders.

From time to time, we [removed: may] take actions to drive efficiency in the business focused on the strategic rationalization of our businesses, including business consolidations, plant closures, headcount reductions and other cost savings initiatives.

We [removed: also] have been experiencing, and may continue to experience, elevated commodity and other input costs, as well as employee-related cost inflation.

We discuss our consolidated results as well as our Business Segment results of operations for the year ended December 31, [removed: 2024] [added: 2025] versus December 31, [removed: 2023.][added: 2024.]

A detailed discussion of our consolidated and Business Segment results of operations for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022] [added: 2023] can be found under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] which was filed with the SEC on February [removed: 8, 2024.][added: 11, 2025.]

Below is a summary of our net sales, in millions, for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | |

| Net sales, as reported | | | $ | [removed: 7,828] [added: 7,562] | | | | | $ | [removed: 7,967] [added: 7,828] | | | | | [removed: (2)] [added: (3)] | | % |

| Divestitures | | | — | | | | | | [removed: (72)] [added: (178)] | | | | | | | | |

| Net sales, excluding [removed: acquisitions and] divestitures | | | [removed: 7,770] [added: 7,562] | | | | | | [removed: 7,895] [added: 7,650] | | | | | | [removed: (2)] [added: (1)] | | % |

| Currency translation | | | [removed: 32] [added: (45)] | | | | | | — | | | | | | | | |

| Net sales, excluding [removed: acquisitions,] divestitures and the effect of currency translation | | | $ | [removed: 7,802] [added: 7,517] | | | | | $ | [removed: 7,895] [added: 7,650] | | | | | [removed: (1)] [added: (2)] | | % |

Our net sales for [removed: 2024] [added: 2025] were [removed: $7,828] [added: $7,562] million, which decreased [removed: two] [added: three] percent compared to [removed: 2023.][added: 2024.]

Excluding [removed: acquisitions, divestitures,] [added: divestitures] and the effect of currency translation, net sales decreased [removed: one] [added: two] percent.

Our net sales for [removed: 2024] [added: 2025] decreased primarily due to lower sales volume [removed: of North America plumbing products, lower] [added: across the entire company which decreased sales by four percent, partially offset by higher] net selling prices of [removed: decorative architectural products, and unfavorable sales mix of] plumbing products which [removed: each decreased] [added: increased] sales by [removed: one] [added: two] percent.

These amounts were partially offset by [added: five percent due to] higher net selling prices of plumbing [removed: products which increased sales by one percent.][added: products, as well as cost savings initiatives.]

Below is a summary of our results of operations, dollars in millions, for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| Net sales | | | $ | [removed: 7,828] [added: 7,562] | | | | | $ | [removed: 7,967] [added: 7,828] | | | | | [removed: (2)] [added: (3)] | | % |

| Cost of sales | | | [removed: (4,997)] [added: (4,883)] | | | | | | [removed: (5,131)] [added: (4,997)] | | | | | | [removed: (3)] [added: (2)] | | % |

| Gross profit | | | $ | [removed: 2,831] [added: 2,679] | | | | | $ | [removed: 2,836] [added: 2,831] | | | | | [removed: —] [added: (5)] | | % |

| *Gross margin* | | | [removed: *36.2*] [added: *35.4*] | | *%* | | | | [removed: *35.6*] [added: *36.2*] | | *%* | | | | [removed: *60] [added: *(80)] bps* | | |

| Selling, general and administrative expenses | | | $ | [removed: (1,468)] [added: (1,426)] | | | | | $ | [removed: (1,473)] [added: (1,468)] | | | | | [removed: —] [added: (3)] | | % |

| *Selling, general and administrative expenses of a percent of net sales* | | | [removed: *(18.8)*] [added: *(18.9)*] | | *%* | | | | [removed: *(18.5)*] [added: *(18.8)*] | | *%* | | | | [removed: *(30)] [added: *(10)] bps* | | |

| Impairment charge for other intangible assets | | | $ | [removed: —] [added: (5)] | | | | | $ | [removed: (15)] [added: —] | | | | | [removed: (100)] [added: 100] | | % |

| Operating profit, as reported | | | $ | [removed: 1,363] [added: 1,248] | | | | | $ | [removed: 1,348] [added: 1,363] | | | | | [removed: 1] [added: (8)] | | % |

| Rationalization charges | | | [removed: 9] [added: 19] | | | | | | [removed: 13] [added: 9] | | | | | | [removed: (31)] [added: 111] | | % |

| Impairment charge for other intangible assets | | | [removed: —] [added: 5] | | | | | | [removed: 15] [added: —] | | | | | | [removed: (100)] [added: 100] | | % |

| Operating profit, excluding rationalization [removed: charges, impairment charge,] [added: charges] and [removed: insurance settlement] [added: impairment charge] | | | $ | [removed: 1,372] [added: 1,272] | | | | | $ | [removed: 1,336] [added: 1,372] | | | | | [removed: 3] [added: (7)] | | % |

| *Operating profit margin, as reported* | | | [removed: *17.4*] [added: *16.5*] | | *%* | | | | [removed: *16.9*] [added: *17.4*] | | *%* | | | | [removed: *50] [added: *(90)] bps* | | |

| *Operating profit margin, excluding rationalization [removed: charges, impairment charge,] [added: charges] and [removed: insurance settlement*] [added: impairment charge*] | | | [removed: *17.5*] [added: *16.8*] | | *%* | | | | [removed: *16.8*] [added: *17.5*] | | *%* | | | | [removed: *70] [added: *(70)] bps* | | |

[removed: Selling,] [added: Our selling,] general and administrative expenses [added: for 2025] were [added: $1,426 million, which decreased three percent, and were] positively impacted by [removed: one] [added: three] percent [removed: each] due to the divestiture of Kichler [removed: in the third quarter of 2024] and [added: one percent due to] lower [removed: sales commissions, mostly] [added: employee-related costs, partially] offset by [removed: two] [added: one] percent due to [removed: higher employee-related costs.][added: unfavorable foreign currency translation.]

Our operating profit for [removed: 2024] [added: 2025] was [removed: $1,363] [added: $1,248] million, which [removed: increased one] [added: decreased eight] percent, and was [removed: positively] [added: negatively] impacted by [removed: the non-recurrence of] [added: decreased gross profit and] an impairment charge for other intangible [removed: assets in 2023.][added: assets, partially offset by lower selling, general and administrative expenses.]

Below is a summary of our other income (expense), net, in millions, for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Favorable / (Unfavorable) | | |

| Interest expense | | | $ | [removed: (99)] [added: (101)] | | | | | $ | [removed: (106)] [added: (99)] | | | | | [removed: 7] [added: (2)] | | % |

| Other, net | | | [removed: (103)] [added: (12)] | | | | | | [removed: (4)] [added: (103)] | | | | | | [removed: (2,475)] [added: 88] | | % |

| Other income (expense), net | | | $ | [removed: (202)] [added: (114)] | | | | | $ | [removed: (110)] [added: (202)] | | | | | [removed: (84)] [added: 44] | | % |

Other, net included a loss on the sale of Kichler [removed: Lighting ("Kichler")] of $88 million, inclusive of costs to sell, for the year ended December 31, 2024.

Below is a summary of our income tax expense, in millions, and our effective tax rate for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

In the fourth quarter of 2025, we began implementing various restructuring actions to further streamline our business, reduce headcount, and optimize operations.

In connection with these actions, we incurred charges of approximately $18 million in the fourth quarter of 2025, and we expect to incur approximately $50 million in additional charges in 2026.

Additionally, subsequent to December 31, 2025, we announced that we will implement an internal reorganization resulting in the integration of our Liberty Hardware (“Liberty”) business, a distributor of cabinet and other hardware and shower doors, into our Delta Faucet business.

As a result of the integration, beginning with our Quarterly Report on Form 10-Q for the period ending March 31, 2026, Liberty will be included in our Plumbing Products segment rather than our Decorative Architectural Products segment.

Additionally, we have been experiencing, and may continue to experience, significantly higher costs to us, principally in our Plumbing Products segment, due to the recently enacted tariffs, particularly those related to China.

We seek to mitigate the impact of higher tariffs and other unfavorable impact to our costs over time with pricing, cost savings initiatives, sourcing changes, and other activities.

Consumer demand for our products, however, could further diminish if consumer confidence erodes and the price of our products and other consumer goods increases.

| | | | 2025 | | | | | | 2024 | | | | | | Change | | |

Our gross profit for 2025 was $2,679 million, which decreased five percent, and was negatively impacted by higher commodity and tariff costs, four percent due to lower sales volume, two percent due to the divestiture of our Kichler Lighting ("Kichler") business, as well as an increase in other expenses (including inventory-related reserves).

| | | | 2025 | | | | | | 2024 | | | | | | Favorable / (Unfavorable) | | |

| | | | 2025 | | | | | | 2024 | | | | | | Favorable / (Unfavorable) | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2025 vs. 2024 | | |

Net sales increased three percent due to higher net selling prices, partially offset by one percent due to lower sales volume.

Effective February 10, 2026, our Board of Directors authorized the repurchase, for retirement, of up to $2.0 billion of shares of our common stock, exclusive of excise tax, in open-market transactions or otherwise, replacing the previous Board of Directors authorization established in 2022.

| | | | 2025 | | | | | | 2024 | | |

| Proceeds from disposition of: | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Property and equipment | | | 14 | | | | | | 1 | | |

| | | | | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | |

Net cash provided by operations was $1,022 million, primarily driven by operating profit and the change in deferred taxes as a result of the cash tax benefit associated with immediate expensing of qualified fixed assets and research and development expenditures from the enactment of the One Big Beautiful Bill Act, partially offset by changes in working capital.

Net cash used for financing activities was $888 million, primarily due to $571 million for the repurchase and retirement of our common stock, $261 million for the payment of cash dividends, and $45 million for dividends paid to noncontrolling interest.

| Debt (A) | | | $ | 2 | | | | | $ | 904 | | | | | $ | 539 | | | | | $ | 1,503 | | | | | $ | — | | | | | $ | 2,949 | |

| Interest (A) | | | 98 | | | | | | 178 | | | | | | 135 | | | | | | 521 | | | | | | — | | | | | | 932 | | |

| Operating leases | | | 60 | | | | | | 90 | | | | | | 62 | | | | | | 124 | | | | | | — | | | | | | 336 | | |

| Purchase commitments (B) | | | 369 | | | | | | 125 | | | | | | 79 | | | | | | 85 | | | | | | — | | | | | | 658 | | |

| Total | | | $ | 545 | | | | | $ | 1,298 | | | | | $ | 815 | | | | | $ | 2,233 | | | | | $ | 84 | | | | | $ | 4,975 | |

We utilize our weighted average cost of capital of approximately 7.75 percent as the basis to determine the discount rate to apply to the estimated future cash flows.

In the fourth quarter of 2025, we recognized a $5 million non-cash impairment charge related to a registered trademark within our Decorative Architectural Products segment due to the loss of a customer in our paint applicator business.

As of December 31, 2025, the impaired other indefinite-lived intangible asset had a remaining net carrying value of $2 million.

We aim to offset the potential unfavorable impact of our elevated costs and lower demand for our products with productivity improvements, pricing, and other initiatives.

| Acquisitions | | | (58) | | | | | | — | | | | | | | | |

| Insurance settlement | | | — | | | | | | (40) | | | | | | (100) | | % |

Our gross profit for 2024 was $2,831 million, which remained flat compared to 2023.

Gross profit was negatively impacted by one percent due to the non-recurrence of the receipt of an insurance settlement payment in 2023, as well as unfavorable sales mix, and one percent each due to lower sales volume and unfavorable foreign currency translation.

These amounts were mostly offset by cost savings initiatives and one percent due to higher net selling prices.

Our selling, general and administrative expenses for 2024 were $1,468 million, which remained flat compared to 2023.

Our 2023 income tax expense included a $29 million state income tax benefit, net of federal expense, from the recognition of certain state deferred tax assets due to a legal restructuring of certain U.S. businesses that occurred in early 2024.

This state income tax benefit did not recur in 2024.

Higher net selling prices increased sales by two percent and the acquisition of Sauna360 Group Oy ("Sauna360") in 2023 increased sales by one percent.

These increases were mostly offset by lower sales volume and unfavorable sales mix which each decreased sales by one percent.

Short-term Borrowings

On May 9, 2023, our Hansgrohe SE subsidiary entered into €70 million ($77 million) of short-term borrowings to support working capital needs.

The loans contained no financial covenants and the entire balance was repaid as of December 31, 2023.

364-day Term Loan

On April 26, 2022, we entered into a 364-day $500 million senior unsecured delayed draw term loan (the "term loan") due April 26, 2023 with a syndicate of lenders.

The term loan and commitments thereunder were subject to prepayment or termination at our option and the loans bore interest at SOFR plus a spread adjustment and 0.70%.

The covenants, including the financial covenants, were substantially the same as those in the 2022 Credit Agreement.

We repaid $300 million during 2022 and the remaining $200 million upon the maturity of the term loan on April 26, 2023.

*Acquisitions*

In the third quarter of 2023, we acquired all of the share capital of Sauna360 for approximately €124 million ($136 million), net of cash acquired.

Sauna360 has a portfolio of products that includes traditional, infrared, and wood-burning saunas as well as steam showers.

| | | | 2024 | | | | | | 2023 | | |

| Proceeds from short-term borrowings | | | — | | | | | | 77 | | |

| Payment of short-term borrowings | | | — | | | | | | (77) | | |

| Payment of term loan | | | — | | | | | | (200) | | |

Net cash provided by operations was $1,075 million, primarily driven by operating profit, partially offset by changes in working capital.

Net cash used for financing activities was $1,017 million, primarily due to $751 million for the repurchase and retirement of our common stock, $254 million for the payment of cash dividends, $37 million for dividends paid to noncontrolling interest, $35 million for employee withholding taxes paid on stock-based compensation, and $15 million for the purchase of the remaining equity interest in Easy Sanitary Solutions B.V. These uses of cash were partially offset by $79 million of proceeds from the exercise of stock options.

| Debt (A) | | | $ | 3 | | | | | $ | 304 | | | | | $ | 839 | | | | | $ | 1,806 | | | | | $ | — | | | | | $ | 2,952 | |

| Interest (A) | | | 98 | | | | | | 193 | | | | | | 158 | | | | | | 580 | | | | | | — | | | | | | 1,028 | | |

| Operating leases | | | 55 | | | | | | 88 | | | | | | 57 | | | | | | 142 | | | | | | — | | | | | | 341 | | |

| Purchase commitments (B) | | | 363 | | | | | | 100 | | | | | | 41 | | | | | | — | | | | | | — | | | | | | 505 | | |

| Total | | | $ | 546 | | | | | $ | 685 | | | | | $ | 1,095 | | | | | $ | 2,527 | | | | | $ | 97 | | | | | $ | 4,950 | |

In the fourth quarter of 2024, we estimated that the future discounted cash flows projected for all of our other indefinite-lived intangible assets were greater than the carrying values.

Accordingly, we did not recognize any impairment charges for other indefinite-lived intangible assets.

At December 31, [removed: 2024,] [added: 2025,] we performed sensitivity analyses to assess the potential loss in the fair values of market risk sensitive instruments resulting from a hypothetical change of 10 percent in foreign currency exchange rates, a 10 percent decline in the market value of our long-term investments, or a 100 basis point change in interest rates.

We believe that our solid results of operations and financial position for [removed: 2024] [added: 2025] resulted from our continued focus on our [removed: three strategic pillars:][added: strategy to drive the full potential of our core businesses, leverage opportunities across our enterprise, and actively manage our portfolio.]

In [removed: 2024,] [added: 2025,] we continued to return value to our shareholders by repurchasing approximately [removed: 10.0] [added: 8.5] million shares of our common stock and increasing our quarterly dividend by approximately [removed: two] [added: seven] percent compared to [removed: 2023.][added: 2024.]

The majority of our faucet, bathing and showering products are sold primarily in North America, Europe and China under the brand names DELTA®, BRIZO®, PEERLESS®, HANSGROHE®, AXOR®, KRAUS®, [removed: EASY DRAIN®,] NEWPORT [removed: BRASS®, GINGER®, BRASSTECH®] [added: BRASS®] and WALTEC®.

Our [removed: DELTA, PEERLESS] [added: DELTA] and MIROLIN® products are sold primarily to home center retailers in North America.

- Our spas, exercise pools, aquatic fitness systems and saunas are manufactured and sold under our HOT SPRING®, CALDERA®, FREEFLOW SPAS®, FANTASY SPAS®, AQUATERRA®, LIFESMART®, ENDLESS POOLS®, [removed: TYLO®,] [added: TYLÖ®,] FINNLEO® and HELO® brands, as well as under other trademarks.

- We also [added: perform electron beam irradiation services and] supply high-quality, custom thermoplastic solutions, extruded plastic [removed: profiles and] [added: profiles,] specialized [removed: fabrications, as well as] [added: fabrications and] PEX [removed: tubing,] [added: tubing] to manufacturers, distributors and wholesalers for use in diverse applications that include faucets and plumbing supplies, [removed: appliances, oil and gas equipment] [added: appliances] and building products.

Competitors of the majority of our products in this segment include Dornbracht [removed: AG] [added: GmbH] & Co. KG, [removed: Zurn Elkay Water Solutions Corporation,] Fortune Brands Innovations, Inc.'s Moen, Rohl and Riobel brands, Kohler Co., Lixil Group Corporation’s American Standard and Grohe brands, Spectrum Brands Holdings, Inc.'s Pfister [removed: faucets] [added: faucets, Villeroy & Boch's Ideal Standard brand, Zurn Elkay Water Solutions Corporation,] as well as private label and digitally native brands.

In addition, [added: we have experienced and may continue to experience significantly higher costs for] some of the [added: material inputs and] products in this segment that we import [removed: have been and may in the future be subject to] [added: as a result of increased] duties and tariffs.

These products are sold primarily in North America as well as in South America under the brand names BEHR®, KILZ®, [removed: WHIZZ®, Elder & Jenks®] [added: WHIZZ®] and other trademarks to “do‑it‑yourself” and professional customers through home center retailers and other retailers.

Net sales of architectural coatings comprised approximately [added: 31 percent of our consolidated net sales in 2025 and] 32 percent of our consolidated net sales in [removed: 2024, 2023,] [added: 2024] and [removed: 2022.][added: 2023.]

Our competitors in this segment include large national and international brands such as Benjamin Moore & Co., Pittsburgh Paints Co.'s Glidden, Olympic, Pittsburgh Paints and Stains and PPG Paints brands, RPM [removed: International,] [added: International] Inc.'s Rust-Oleum and Zinsser brands, The Sherwin‑Williams Company's Minwax, Sherwin-Williams, Thompson’s Water Seal, Valspar and Purdy brands and the Wooster Brush Company, as well as many regional and other national brands.

Our Decorative Architectural Products segment includes branded cabinet and door hardware, functional hardware, [removed: wall plates,] hook and hook rail products, and outdoor living hardware, which are manufactured for us and sold to home center retailers, [removed: mass retailers,] online retailers, other specialty retailers, original equipment manufacturers and wholesalers.

These products are sold under the LIBERTY®, [removed: BRAINERD®,] FRANKLIN BRASS® and other trademarks.

Decorative bath hardware, shower [removed: accessories, mirrors] [added: accessories] and shower doors are sold under the brand names DELTA® and FRANKLIN BRASS® and other trademarks to home center retailers, mass retailers, online retailers, other specialty retailers and wholesalers.

Competitors for these products include American Bath Group, LLC's Dreamline brand, Fortune Brands Innovations, Inc.'s Moen brand, Gatco [removed: Fine Bathware,] [added: Inc.,] Kohler Co. and private label brands.

The performance of our Company is impacted by our human capital management, and as a result we are focused on attracting, developing and retaining highly qualified, engaged employees, who have [removed: diverse] [added: a range of] experiences and backgrounds.

Our Chief Human Resources Officer is responsible for developing and executing our human capital strategy and provides [removed: regular] [added: periodic] updates to our Board of Directors’ Compensation and Talent Committee on our progress toward the achievement of [removed: these strategic] [added: our human capital] initiatives.

We believe that [removed: our human capital] [added: these] initiatives work together to help our employees grow and thrive, and cultivate a culture where our employees feel like they belong.

At December 31, [removed: 2024,] [added: 2025,] we employed approximately 18,000 people.

Our Behr business grants to The Home Depot Behr brand exclusivity in the retail sales channel in North America and exclusivity with respect to Kilz branded primer products in the home improvement big box retail sales channel and across online only mass market retail marketplaces in the United States and in the retail sales channel in Canada.

We are currently focused on:

- Building a pipeline of great leaders

- Enabling a high-performance and continuous development culture

- Supporting holistic well-being and celebrating our people

- Providing competitive benefits and compensation

- Engaging and retaining our employees by continuously listening and improving

- drive the full potential of our core businesses;

- leverage opportunities across our enterprise; and

- actively manage our portfolio.

In addition, in the third quarter of 2024, we completed the divestiture of our Kichler Lighting business.

Our Behr business grants Behr brand exclusivity in the retail sales channel in North America to The Home Depot.

We have developed three strategic talent priorities: leadership, diversity, equity and inclusion, and future workforce.

Leadership

We support and foster the growth of our employees by providing development opportunities, experiences and tools that build and strengthen leadership capabilities.

Our Leadership Profile, which is how we internally describe the capabilities and behaviors that we believe make great leaders, serves as the foundation for how we select, develop and measure the performance of our leaders.

To develop a sustainable pipeline of leaders, we have robust and proactive talent management and succession planning processes to support our businesses.

In addition, our Board of Directors and executive management team regularly review our Company’s critical leadership roles and succession plans.

We are focused on building a continuous improvement and learning culture.

This is supported by frequent and candid feedback discussions about performance and development between employees and their managers, across peers, and within teams.

Diversity, Equity and Inclusion ("DE&I")

We believe a workplace that encourages different voices, perspectives and backgrounds creates better teams, better solutions and more innovation.

We strive to cultivate a sense of belonging for our employees.

We are focused on the following three key areas:

- Our workplace: who we are and how it feels to work at Masco

- Our marketplace: how we deliver innovative solutions that meet the needs of all our consumers and customers

- Our communities: how we help increase access, equity, and inclusion with our diverse community partners

We have developed enterprise-wide initiatives in each strategic focus area and our businesses have developed plans designed to meet their specific needs that are aligned with these initiatives.

Our executive leadership team, DE&I Councils, and employee resource groups serve as advisors, ambassadors and change agents in implementing our enterprise-wide initiatives and their business unit plans.

Our workforce representation statistics are one indicator of our performance in advancing a diverse workforce.

Following is our workforce representation statistics as of December 31, 2024:

- In the U.S., our leadership team is comprised of 34 percent women and 27 percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of 26 percent and 24 percent, respectively.

The EEO-1 leadership benchmark includes executive-level/senior-officials and managers, and first-level officials and managers.

- In the U.S., our salaried workforce is comprised of approximately 35 percent women and 31 percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of 29 percent and 29 percent, respectively.

The EEO-1 salaried employees benchmark includes leadership, professionals and technicians.

- In the U.S., our hourly workforce, which includes hourly and exception hourly, is comprised of 37 percent women and 55 percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of 27 percent and 35 percent, respectively.

The EEO-1 hourly employees benchmark includes all other EEO categories we did not include in the EEO-1 leadership and salaried benchmark.

Future Workforce

There are critical capabilities that our employees and our organization need to help us achieve our businesses objectives.

We leverage our Masco Operating System, our methodology to drive growth and productivity, to ensure that our businesses are focused on building these critical organizational capabilities by ensuring they have the right structure, talent, tools, and training in place.

Employee Engagement

In order to engage and retain our employees, we listen to our employees to understand their perspectives, needs and ideas by leveraging various forums, tools, and methods including surveys to measure key insights related to employee engagement, inclusion, well-being, and leadership, among others.

Employee Health and Safety

The safety of our employees is integral to our company.

In support of our safety efforts, we identify, assess, and investigate incidents and injury data, and each year set a goal to improve key safety performance indicators.

We communicate and train our workforce on the importance of safe work practices.

We also regularly consult with our employees on safety-related improvements to our operations.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the Registrant's Common Stock held by non-affiliates of the Registrant on June 30, [removed: 2024] [added: 2025] (based on the closing sale price of [removed: $66.67] [added: $64.36] of the Registrant's Common Stock, as reported by the New York Stock Exchange on such date) was approximately [removed: $14,510,947,978.][added: $13,438,348,177.]

Number of shares outstanding of the Registrant's Common Stock at January 31, [removed: 2025:][added: 2026:]

[removed: 211,983,493] [added: 203,607,085] shares of Common Stock, par value $1.00 per share

Portions of the Registrant's definitive Proxy Statement to be filed for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

[removed: 2024] [added: 2025] Annual Report on Form 10-K

| [removed: [1A.](#i00d376bc25734a259cdbee9968a2641c_16)] [added: [1A.](#if58197c165c74baa8c0f560bd884af2e_16)] | | | | | | [Risk [removed: Factors](#i00d376bc25734a259cdbee9968a2641c_16)] [added: Factors](#if58197c165c74baa8c0f560bd884af2e_16)] | | | | | | [removed: [7](#i00d376bc25734a259cdbee9968a2641c_16)] [added: [5](#if58197c165c74baa8c0f560bd884af2e_16)] | | |

| [removed: [1B.](#i00d376bc25734a259cdbee9968a2641c_19)] [added: [1B.](#if58197c165c74baa8c0f560bd884af2e_19)] | | | | | | [Unresolved Staff [removed: Comments](#i00d376bc25734a259cdbee9968a2641c_19)] [added: Comments](#if58197c165c74baa8c0f560bd884af2e_19)] | | | | | | [removed: [15](#i00d376bc25734a259cdbee9968a2641c_19)] [added: [14](#if58197c165c74baa8c0f560bd884af2e_19)] | | |

| [removed: [1C.](#i00d376bc25734a259cdbee9968a2641c_22)] [added: [1C.](#if58197c165c74baa8c0f560bd884af2e_22)] | | | | | | [removed: [Cybersecurity](#i00d376bc25734a259cdbee9968a2641c_22)] [added: [Cybersecurity](#if58197c165c74baa8c0f560bd884af2e_22)] | | | | | | [removed: [15](#i00d376bc25734a259cdbee9968a2641c_22)] [added: [14](#if58197c165c74baa8c0f560bd884af2e_22)] | | |

| [removed: [3.](#i00d376bc25734a259cdbee9968a2641c_28)] [added: [3.](#if58197c165c74baa8c0f560bd884af2e_28)] | | | | | | [Legal [removed: Proceedings](#i00d376bc25734a259cdbee9968a2641c_28)] [added: Proceedings](#if58197c165c74baa8c0f560bd884af2e_28)] | | | | | | [removed: [17](#i00d376bc25734a259cdbee9968a2641c_28)] [added: [16](#if58197c165c74baa8c0f560bd884af2e_28)] | | |

| [removed: [4.](#i00d376bc25734a259cdbee9968a2641c_31)] [added: [4.](#if58197c165c74baa8c0f560bd884af2e_31)] | | | | | | [Mine Safety [removed: Disclosures](#i00d376bc25734a259cdbee9968a2641c_31)] [added: Disclosures](#if58197c165c74baa8c0f560bd884af2e_31)] | | | | | | [removed: [17](#i00d376bc25734a259cdbee9968a2641c_31)] [added: [16](#if58197c165c74baa8c0f560bd884af2e_31)] | | |

| [removed: [5.](#i00d376bc25734a259cdbee9968a2641c_37)] [added: [5.](#if58197c165c74baa8c0f560bd884af2e_37)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i00d376bc25734a259cdbee9968a2641c_37)] [added: Securities](#if58197c165c74baa8c0f560bd884af2e_37)] | | | | | | [removed: [18](#i00d376bc25734a259cdbee9968a2641c_37)] [added: [17](#if58197c165c74baa8c0f560bd884af2e_37)] | | |

| [removed: [7.](#i00d376bc25734a259cdbee9968a2641c_43)] [added: [7.](#if58197c165c74baa8c0f560bd884af2e_43)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i00d376bc25734a259cdbee9968a2641c_43)] [added: Operations](#if58197c165c74baa8c0f560bd884af2e_43)] | | | | | | [removed: [20](#i00d376bc25734a259cdbee9968a2641c_43)] [added: [19](#if58197c165c74baa8c0f560bd884af2e_43)] | | |

| [removed: [7A.](#i00d376bc25734a259cdbee9968a2641c_79)] [added: [7A.](#if58197c165c74baa8c0f560bd884af2e_79)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i00d376bc25734a259cdbee9968a2641c_79)] [added: Risk](#if58197c165c74baa8c0f560bd884af2e_79)] | | | | | | [removed: [31](#i00d376bc25734a259cdbee9968a2641c_79)] [added: [30](#if58197c165c74baa8c0f560bd884af2e_79)] | | |

| [removed: [8.](#i00d376bc25734a259cdbee9968a2641c_82)] [added: [8.](#if58197c165c74baa8c0f560bd884af2e_82)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i00d376bc25734a259cdbee9968a2641c_82)] [added: Data](#if58197c165c74baa8c0f560bd884af2e_82)] | | | | | | [removed: [32](#i00d376bc25734a259cdbee9968a2641c_82)] [added: [31](#if58197c165c74baa8c0f560bd884af2e_82)] | | |

| [removed: [9.](#i00d376bc25734a259cdbee9968a2641c_184)] [added: [9.](#if58197c165c74baa8c0f560bd884af2e_181)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i00d376bc25734a259cdbee9968a2641c_184)] [added: Disclosure](#if58197c165c74baa8c0f560bd884af2e_181)] | | | | | | [removed: [71](#i00d376bc25734a259cdbee9968a2641c_184)] [added: [70](#if58197c165c74baa8c0f560bd884af2e_181)] | | |

| [removed: [9A.](#i00d376bc25734a259cdbee9968a2641c_187)] [added: [9A.](#if58197c165c74baa8c0f560bd884af2e_184)] | | | | | | [Controls and [removed: Procedures](#i00d376bc25734a259cdbee9968a2641c_187)] [added: Procedures](#if58197c165c74baa8c0f560bd884af2e_184)] | | | | | | [removed: [71](#i00d376bc25734a259cdbee9968a2641c_187)] [added: [70](#if58197c165c74baa8c0f560bd884af2e_184)] | | |

| [removed: [9B.](#i00d376bc25734a259cdbee9968a2641c_193)] [added: [9B.](#if58197c165c74baa8c0f560bd884af2e_187)] | | | | | | [Other [removed: Information](#i00d376bc25734a259cdbee9968a2641c_193)] [added: Information](#if58197c165c74baa8c0f560bd884af2e_187)] | | | | | | [removed: [71](#i00d376bc25734a259cdbee9968a2641c_193)] [added: [70](#if58197c165c74baa8c0f560bd884af2e_187)] | | |

| [removed: [9C.](#i00d376bc25734a259cdbee9968a2641c_199)] [added: [9C.](#if58197c165c74baa8c0f560bd884af2e_193)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i00d376bc25734a259cdbee9968a2641c_199)] [added: Inspections](#if58197c165c74baa8c0f560bd884af2e_193)] | | | | | | [removed: [71](#i00d376bc25734a259cdbee9968a2641c_199)] [added: [70](#if58197c165c74baa8c0f560bd884af2e_193)] | | |

| [removed: [10.](#i00d376bc25734a259cdbee9968a2641c_205)] [added: [10.](#if58197c165c74baa8c0f560bd884af2e_199)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i00d376bc25734a259cdbee9968a2641c_205)] [added: Governance](#if58197c165c74baa8c0f560bd884af2e_199)] | | | | | | [removed: [72](#i00d376bc25734a259cdbee9968a2641c_205)] [added: [71](#if58197c165c74baa8c0f560bd884af2e_199)] | | |

| [removed: [11.](#i00d376bc25734a259cdbee9968a2641c_208)] [added: [11.](#if58197c165c74baa8c0f560bd884af2e_202)] | | | | | | [Executive [removed: Compensation](#i00d376bc25734a259cdbee9968a2641c_208)] [added: Compensation](#if58197c165c74baa8c0f560bd884af2e_202)] | | | | | | [removed: [72](#i00d376bc25734a259cdbee9968a2641c_208)] [added: [71](#if58197c165c74baa8c0f560bd884af2e_202)] | | |

| [removed: [12.](#i00d376bc25734a259cdbee9968a2641c_211)] [added: [12.](#if58197c165c74baa8c0f560bd884af2e_205)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i00d376bc25734a259cdbee9968a2641c_211)] [added: Matters](#if58197c165c74baa8c0f560bd884af2e_205)] | | | | | | [removed: [72](#i00d376bc25734a259cdbee9968a2641c_211)] [added: [71](#if58197c165c74baa8c0f560bd884af2e_205)] | | |

| [removed: [13.](#i00d376bc25734a259cdbee9968a2641c_214)] [added: [13.](#if58197c165c74baa8c0f560bd884af2e_208)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i00d376bc25734a259cdbee9968a2641c_214)] [added: Independence](#if58197c165c74baa8c0f560bd884af2e_208)] | | | | | | [removed: [72](#i00d376bc25734a259cdbee9968a2641c_214)] [added: [71](#if58197c165c74baa8c0f560bd884af2e_208)] | | |

| [removed: [14.](#i00d376bc25734a259cdbee9968a2641c_217)] [added: [14.](#if58197c165c74baa8c0f560bd884af2e_211)] | | | | | | [Principal Accountant Fees and [removed: Services](#i00d376bc25734a259cdbee9968a2641c_217)] [added: Services](#if58197c165c74baa8c0f560bd884af2e_211)] | | | | | | [removed: [72](#i00d376bc25734a259cdbee9968a2641c_217)] [added: [71](#if58197c165c74baa8c0f560bd884af2e_211)] | | |

| [removed: [15.](#i00d376bc25734a259cdbee9968a2641c_223)] [added: [15.](#if58197c165c74baa8c0f560bd884af2e_217)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i00d376bc25734a259cdbee9968a2641c_223)] [added: Schedules](#if58197c165c74baa8c0f560bd884af2e_217)] | | | | | | [removed: [73](#i00d376bc25734a259cdbee9968a2641c_223)] [added: [72](#if58197c165c74baa8c0f560bd884af2e_217)] | | |

| [removed: [16.](#i00d376bc25734a259cdbee9968a2641c_226)] [added: [16.](#if58197c165c74baa8c0f560bd884af2e_220)] | | | | | | [Form 10-K [removed: Summary](#i00d376bc25734a259cdbee9968a2641c_226)] [added: Summary](#if58197c165c74baa8c0f560bd884af2e_220)] | | | | | | [removed: [76](#i00d376bc25734a259cdbee9968a2641c_226)] [added: [76](#if58197c165c74baa8c0f560bd884af2e_220)] | | |

*Our future performance may be affected by the levels of residential repair and remodel activity, and to a lesser extent, new home construction, our ability to maintain our strong brands, to develop innovative products and respond to changing consumer purchasing practices and preferences, our ability to maintain our public image and reputation, our ability to maintain our competitive position in our industries, our reliance on key customers, the cost and availability of materials, our dependence on suppliers and service providers, extreme weather events and changes in climate, risks associated with our international operations and global strategies, [added: the impact on demand, pricing and product costs resulting from tariffs,] our ability to achieve the anticipated benefits of our strategic initiatives, our ability to successfully execute our acquisition strategy and integrate businesses that we have acquired and may in the future acquire, our ability to attract, develop and retain a talented [removed: and diverse] workforce, risks associated with cybersecurity vulnerabilities, threats and attacks and risks associated with our reliance on information systems and technology.*

| | | | | | | [PART I](#if58197c165c74baa8c0f560bd884af2e_10) | | | | | | | | |

| [1.](#if58197c165c74baa8c0f560bd884af2e_13) | | | | | | [Business](#if58197c165c74baa8c0f560bd884af2e_13) | | | | | | [2](#if58197c165c74baa8c0f560bd884af2e_13) | | |

| [2.](#if58197c165c74baa8c0f560bd884af2e_25) | | | | | | [Properties](#if58197c165c74baa8c0f560bd884af2e_25) | | | | | | [16](#if58197c165c74baa8c0f560bd884af2e_25) | | |

| | | | | | | [PART II](#if58197c165c74baa8c0f560bd884af2e_34) | | | | | | | | |

| [6.](#if58197c165c74baa8c0f560bd884af2e_40) | | | | | | [\[Reserved\]](#if58197c165c74baa8c0f560bd884af2e_40) | | | | | | [18](#if58197c165c74baa8c0f560bd884af2e_40) | | |

| | | | | | | [PART III](#if58197c165c74baa8c0f560bd884af2e_196) | | | | | | | | |

| | | | | | | [PART IV](#if58197c165c74baa8c0f560bd884af2e_214) | | | | | | | | |

| | | | | | | [Signatures](#if58197c165c74baa8c0f560bd884af2e_223) | | | | | | [77](#if58197c165c74baa8c0f560bd884af2e_223) | | |

| | | | | | | [PART I](#i00d376bc25734a259cdbee9968a2641c_10) | | | | | | | | |

| [1.](#i00d376bc25734a259cdbee9968a2641c_13) | | | | | | [Business](#i00d376bc25734a259cdbee9968a2641c_13) | | | | | | [2](#i00d376bc25734a259cdbee9968a2641c_13) | | |

| [2.](#i00d376bc25734a259cdbee9968a2641c_25) | | | | | | [Properties](#i00d376bc25734a259cdbee9968a2641c_25) | | | | | | [17](#i00d376bc25734a259cdbee9968a2641c_25) | | |

| | | | | | | [PART II](#i00d376bc25734a259cdbee9968a2641c_34) | | | | | | | | |

| [6.](#i00d376bc25734a259cdbee9968a2641c_40) | | | | | | [\[Reserved\]](#i00d376bc25734a259cdbee9968a2641c_40) | | | | | | [19](#i00d376bc25734a259cdbee9968a2641c_40) | | |

| | | | | | | [PART III](#i00d376bc25734a259cdbee9968a2641c_202) | | | | | | | | |

| | | | | | | [PART IV](#i00d376bc25734a259cdbee9968a2641c_220) | | | | | | | | |

| | | | | | | [Signatures](#i00d376bc25734a259cdbee9968a2641c_229) | | | | | | [77](#i00d376bc25734a259cdbee9968a2641c_229) | | |

Our cybersecurity program is modeled on the National Institute of [removed: Security Technology] [added: Standards and Technology's] Cybersecurity Framework (NIST CSF) which provides the [removed: governance] structure for [removed: our] [added: the governance of,] identification of, protection against, detection of, response to and recovery from cybersecurity threats and incidents, including those associated with our use of third-party applications and service providers.

- the identification of our cybersecurity risks and vulnerabilities and the implementation of protections against cybersecurity threats and incidents, including [removed: regular] [added: regularly] training [removed: to] [added: and testing] our employees;

Our Vice President, Information Technology has significant professional experience in leading the information technology function and our Director, Cybersecurity has held various roles in cybersecurity and is an ISC2 Certified Information Security [removed: Professional (CISSP®).][added: Professional.]

In [removed: 2024,] [added: 2025,] as part of our enterprise risk management update to our Board, our Vice President, Information Technology discussed risks and trends associated with information technology, including cyber-attacks, and current and future planned actions to mitigate such risks.

In [removed: 2024,] [added: 2025,] we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

In addition, in 2024, our Vice President, Information Technology reviewed with our Board updates related to our operational and resource readiness with respect to cyber incidents, our incident response processes and emerging cybersecurity risks.

The table below lists the number of principal North American properties as of December 31, [removed: 2024.][added: 2025.]

| Plumbing Products | | | | | | [removed: 24] [added: 23] | | | | | | [removed: 10] [added: 9] | | |

| Totals | | | | | | [removed: 33] [added: 32] | | | | | | [removed: 24] [added: 23] | | |

The table below lists the number of principal properties outside of North America as of December 31, [removed: 2024.][added: 2025.]

| Plumbing Products | | | | | | 12 | | | | | | [removed: 15] [added: 16] | | |

| Totals | | | | | | 12 | | | | | | [removed: 15] [added: 16] | | |

On January 31, [removed: 2025,] [added: 2026,] there were approximately [removed: 2,400] [added: 2,200] holders of record of our common stock.

The Board of Directors declared a quarterly dividend of [removed: $0.31] [added: $0.32] per share in the first quarter of [removed: 2025] [added: 2026] with the intention to increase the annual dividend [removed: 7] [added: three] percent to [removed: $1.24] [added: $1.28] per share.

We repurchased and retired [removed: 10.0] [added: 8.5] million shares of our common stock for the year ended December 31, [removed: 2024] [added: 2025] for approximately [removed: $757] [added: $576] million, inclusive of excise tax of [removed: $6] [added: $5] million.

This included [removed: 0.5] [added: 0.3] million shares to offset the dilutive impact of restricted stock units granted in [removed: 2024.][added: 2025.]

At December 31, [removed: 2024,] [added: 2025,] we had [removed: $896] [added: $325] million remaining under the 2022 authorization.

The following table provides information regarding the repurchase of our common stock for the three-month period ended December 31, [removed: 2024.][added: 2025.]

The table below compares the cumulative total shareholder return on our common stock with the cumulative total return of (i) the Standard & Poor's 500 Composite Stock Index ("S&P 500 Index"), (ii) The Standard & Poor's Industrials Index ("S&P Industrials Index") and (iii) the Standard & Poor's Consumer Durables & Apparel Index ("S&P Consumer Durables & Apparel Index"), from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024,] [added: 2025,] when the closing price of our common stock was [removed: $72.57.][added: $63.46.]

The graph assumes investments of $100 on December 31, [removed: 2019] [added: 2020] in our common stock and in each of the three indices and the reinvestment of dividends.

[removed: ][added: ]

The table below sets forth the value, as of December 31 for each of the years indicated, of a $100 investment made on December 31, [removed: 2019] [added: 2020] in each of our common stock, the S&P 500 Index, the S&P Industrials Index and the S&P Consumer Durables & Apparel Index and includes the reinvestment of dividends.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

Effective February 10, 2026, our Board of Directors authorized the repurchase, for retirement, of up to $2.0 billion of shares of our common stock, exclusive of excise tax, in open-market transactions or otherwise, replacing the previous Board of Directors authorization established in 2022.

| 10/1/25 - 10/31/25 | | | | | | 736,647 | | | | | | $ | 67.88 | | | | | 736,647 | | | | | | $ | 492,313,057 | |

| 11/1/25 - 11/30/25 | | | | | | 1,482,705 | | | | | | $ | 61.97 | | | | | 1,482,705 | | | | | | $ | 400,427,327 | |

| 12/1/25 - 12/31/25 | | | | | | 1,170,694 | | | | | | $ | 64.07 | | | | | 1,170,694 | | | | | | $ | 325,415,751 | |

| Total for the quarter | | | | | | 3,390,046 | | | | | | $ | 63.98 | | | | | 3,390,046 | | | | | | $ | 325,415,751 | |

| Masco | | | $ | 127.84 | | | | | $ | 84.96 | | | | | $ | 121.94 | | | | | $ | 132.11 | | | | | $ | 115.53 | |

| S&P 500 Index | | | $ | 126.89 | | | | | $ | 102.22 | | | | | $ | 126.99 | | | | | $ | 156.59 | | | | | $ | 182.25 | |

| S&P Industrials Index | | | $ | 119.40 | | | | | $ | 110.92 | | | | | $ | 128.71 | | | | | $ | 148.84 | | | | | $ | 175.19 | |

| S&P Consumer Durables & Apparel Index | | | $ | 120.94 | | | | | $ | 84.01 | | | | | $ | 98.15 | | | | | $ | 91.28 | | | | | $ | 82.73 | |

| 10/1/24 - 10/31/24 | | | | | | 1,069,651 | | | | | | $ | 83.45 | | | | | 1,069,651 | | | | | | $ | 1,075,395,662 | |

| 11/1/24 - 11/30/24 | | | | | | 1,090,788 | | | | | | $ | 79.42 | | | | | 1,090,788 | | | | | | $ | 988,760,389 | |

| 12/1/24 - 12/31/24 | | | | | | 1,179,967 | | | | | | $ | 78.32 | | | | | 1,179,967 | | | | | | $ | 896,349,195 | |

| Total for the quarter | | | | | | 3,340,406 | | | | | | $ | 80.32 | | | | | 3,340,406 | | | | | | $ | 896,349,195 | |

| Masco | | | $ | 114.46 | | | | | $ | 146.32 | | | | | $ | 97.25 | | | | | $ | 139.57 | | | | | $ | 151.22 | |

| S&P 500 Index | | | $ | 116.26 | | | | | $ | 147.52 | | | | | $ | 118.84 | | | | | $ | 147.64 | | | | | $ | 182.05 | |

| S&P Industrials Index | | | $ | 109.01 | | | | | $ | 130.16 | | | | | $ | 120.91 | | | | | $ | 140.30 | | | | | $ | 162.25 | |

| S&P Consumer Durables & Apparel Index | | | $ | 118.41 | | | | | $ | 143.20 | | | | | $ | 99.47 | | | | | $ | 116.21 | | | | | $ | 108.09 | |

We assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in *Internal Control – Integrated Framework* (2013).

Based on this assessment, we have determined that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

PricewaterhouseCoopers LLP (PCAOB ID 238), an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] as stated in their report, which is presented herein.

Their report expressed an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] and expressed an unqualified opinion on our [removed: 2024] [added: 2025] consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Masco Corporation and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

As described in Notes A and [removed: H] [added: D] to the consolidated financial statements, the Company’s [removed: consolidated goodwill balance] [added: plumbing products revenue] was [removed: $597] [added: $4,992] million [removed: as of] [added: for the year ended] December 31, [removed: 2024.][added: 2025.]

[removed: Management performs an annual impairment test of goodwill in] [added: We review our intangible assets with finite useful lives at] the [removed: fourth quarter of each year, or] [added: asset group level] as events occur or circumstances change that would more likely than not reduce the fair value of [removed: a reporting unit] [added: the amortizable intangible assets] below its carrying amount.

The principal considerations for our determination that performing procedures relating to [removed: the goodwill impairment assessments] [added: revenue recognition for plumbing products] is a critical audit matter are [removed: (i) the significant judgment by management when developing the fair value estimate of the reporting units and (ii)] a high degree of auditor [removed: judgment, subjectivity, and] effort in performing procedures and evaluating [removed: management’s significant assumption] [added: audit evidence] related to [removed: forecasted sales for certain reporting units.][added: the Company’s revenue recognition.]

December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash investments | | | $ | [removed: 634] [added: 647] | | | | | $ | 634 | |

| Receivables | | | [removed: 1,035] [added: 1,028] | | | | | | [removed: 1,090] [added: 1,035] | | |

| Inventories | | | [removed: 938] [added: 1,046] | | | | | | [removed: 1,022] [added: 938] | | |

| Prepaid expenses and other | | | [removed: 123] [added: 119] | | | | | | [removed: 110] [added: 123] | | |

| Total current assets | | | [removed: 2,730] [added: 2,840] | | | | | | [removed: 2,856] [added: 2,730] | | |

| Property and equipment, net | | | [removed: 1,116] [added: 1,195] | | | | | | [removed: 1,121] [added: 1,116] | | |

| Goodwill | | | [removed: 597] [added: 623] | | | | | | [removed: 604] [added: 597] | | |

| Other intangible assets, net | | | [removed: 220] [added: 205] | | | | | | [removed: 377] [added: 220] | | |

| Operating lease right-of-use assets | | | [removed: 231] [added: 233] | | | | | | [removed: 268] [added: 231] | | |

| Other assets | | | [removed: 123] [added: 105] | | | | | | [removed: 139] [added: 123] | | |

| Total assets | | | $ | [removed: 5,016] [added: 5,201] | | | | | $ | [removed: 5,363] [added: 5,016] | |

| Accounts payable | | | $ | [removed: 789] [added: 810] | | | | | $ | [removed: 840] [added: 789] | |

| Notes payable | | | [removed: 3] [added: 2] | | | | | | 3 | | |

| Accrued liabilities | | | [removed: 767] [added: 761] | | | | | | [removed: 852] [added: 767] | | |

| Total current liabilities | | | [removed: 1,560] [added: 1,573] | | | | | | [removed: 1,695] [added: 1,560] | | |

| Noncurrent operating lease liabilities | | | [removed: 223] [added: 221] | | | | | | [removed: 258] [added: 223] | | |

| Other liabilities | | | [removed: 342] [added: 387] | | | | | | [removed: 349] [added: 342] | | |

| Total liabilities | | | $ | [removed: 5,069] [added: 5,125] | | | | | $ | [removed: 5,247] [added: 5,069] | |

| [removed: Redeemable] [added: Purchase of redeemable] noncontrolling interest | | | — | | | | | | [removed: 18] [added: (15)] | | | [added: | | | — | | |]

| Common shares, par value $1 per share Authorized shares: 1,400,000,000; Issued and outstanding: [removed: 2024] [added: 2025] – [removed: 212,500,000; 2023] [added: 204,300,000; 2024] – [removed: 220,600,000] [added: 212,500,000] | | | [removed: 212] [added: 204] | | | | | | [removed: 221] [added: 212] | | |

| Preferred shares authorized: 1,000,000; Issued and outstanding: [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] – None | | | — | | | | | | — | | |

| Retained deficit | | | [removed: (693)] [added: (688)] | | | | | | [removed: (596)] [added: (693)] | | |

| Accumulated other comprehensive income | | | [removed: 201] [added: 298] | | | | | | [removed: 249] [added: 201] | | |

| Total Masco Corporation's shareholders' deficit | | | [removed: (279)] [added: (185)] | | | | | | [removed: (126)] [added: (279)] | | |

| Noncontrolling interest | | | [removed: 227] [added: 261] | | | | | | [removed: 224] [added: 227] | | |

| Total equity | | | [removed: (53)] [added: 76] | | | | | | [removed: 98] [added: (53)] | | |

| Total liabilities and equity | | | $ | [removed: 5,016] [added: 5,201] | | | | | $ | [removed: 5,363] [added: 5,016] | |

*Revenue Recognition - Plumbing Products*

The Company recognizes revenue as control of its products is transferred to its customers, which is generally at the time of shipment or upon delivery based on the contractual terms with its customers.

The Company provides customer programs and incentive offerings, which are considered variable consideration.

The Company includes in revenue variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the variable consideration is resolved.

This determination is made based upon known customer program and incentive offerings at the time of sale and expected sales volume forecasts as it relates to the volume-based incentives.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recording of plumbing products revenue as control is transferred to the customer.

These procedures also included, among others (i) evaluating certain revenue transactions by either (a) testing a sample of revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, proof of shipment, and cash receipts or (b) testing the issuance and settlement of invoices and credit memos, tracing transactions not settled to a detailed listing of accounts receivable, and testing the completeness and accuracy of data provided by management; (ii) testing a sample of customer program and incentive transactions by obtaining and inspecting source documents, such as support for the nature of the customer program or incentive, amount, and agreement with the customer; and (iii) confirming, on a sample basis, outstanding customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices, proof of shipment, and subsequent cash receipts.

February 10, 2026

For the Years Ended December 31, 2025, 2024 and 2023

| Less: Net income attributable to noncontrolling interest | | | 48 | | | | | | 52 | | | | | | 52 | | |

| Net income attributable to Masco Corporation | | | $ | 810 | | | | | $ | 822 | | | | | $ | 908 | |

| | | | 29 | | | | | | (12) | | | | | | 3 | | |

For the Years Ended December 31, 2025, 2024 and 2023

| Net income | | | $ | 858 | | | | | $ | 874 | | | | | $ | 960 | |

| (Gain) loss on disposition of property and equipment | | | (5) | | | | | | 3 | | | | | | 6 | | |

| Proceeds from disposition of: | | | | | | | | | | | | | | | | | |

For the Years Ended December 31, 2025, 2024 and 2023

| Total comprehensive income | | | 984 | | | | | | — | | | | | | — | | | | | | 810 | | | | | | 97 | | | | | | 76 | | |

| Repurchased | | | (576) | | | | | | (9) | | | | | | (32) | | | | | | (536) | | | | | | — | | | | | | — | | |

| Balance, December 31, 2025 | | | $ | 76 | | | | | $ | 204 | | | | | $ | — | | | | | $ | (688) | | | | | $ | 298 | | | | | $ | 261 | |

Recently Issued Accounting Pronouncements. In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities," which establishes guidance on the recognition, measurement, and presentation of government grants received by business entities.

ASU 2025-10 is effective on a modified prospective, modified retrospective, or retrospective basis for interim and annual reporting periods beginning January 1, 2029.

In September 2025, the FASB issued ASU 2025-06, "Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," which requires that an entity capitalize internal-use software development costs once management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025-06 is effective on a prospective, modified transition, or retrospective basis for interim and annual reporting periods beginning January 1, 2028.

Early adoption is permitted.

We are currently reviewing the provisions of this standard and the impact, if any, the adoption of this guidance will have on our financial position and results of operations.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets," which provides a practical expedient that allows entities to assume the current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

Early adoption is permitted.

| North America | | | $ | 3,380 | | | | | $ | 2,570 | | | | | $ | 5,950 | |

| Total | | | $ | 4,992 | | | | | $ | 2,570 | | | | | $ | 7,562 | |

| | | | 2025 | | | | | | 2024 | | |

| Amortization of ROU assets | | | 2 | | | | | | 3 | | | | | | 3 | | |

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

| Thereafter | | | 124 | | | | | | 4 | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2,628 | | | | | | 2,426 | | |

| Plumbing Products | | | $ | 694 | | | | | $ | (301) | | | | | $ | 393 | |

| Total | | | $ | 999 | | | | | $ | (376) | | | | | $ | 623 | |

| Decorative Architectural Products (A) | | | 305 | | | | | | (75) | | | | | | 230 | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 230 | | |

| | | | 2025 | | | | | | 2024 | | |

*Goodwill Impairment Assessments*

Management compares the fair value of the reporting units to the carrying value of the reporting units for goodwill impairment testing.

If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized to the extent that a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting unit.

Management determines fair value using a discounted cash flow method, which requires management to make significant estimates and assumptions related to forecasted sales and operating profits, long-term assumed annual growth rate, and the discount rate.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting units; (ii) evaluating the appropriateness of the discounted cash flow method; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method; and (iv) evaluating the reasonableness of the significant assumption used by management related to forecasted sales for certain reporting units.

Evaluating management’s assumption related to forecasted sales for certain reporting units involved evaluating whether the assumption used was reasonable considering (i) the current and past performance of certain reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

February 11, 2025

| | | | | | | | | | | | | | | | | | |

| | | | (12) | | | | | | 3 | | | | | | — | | |

| Fair value adjustment to contingent earnout obligation | | | — | | | | | | — | | | | | | (24) | | |

| Purchase of redeemable noncontrolling interest | | | (15) | | | | | | — | | | | | | — | | |

| Proceeds from term loan | | | — | | | | | | — | | | | | | 500 | | |

| Balance, January 1, 2022 | | | $ | 56 | | | | | $ | 241 | | | | | $ | — | | | | | $ | (652) | | | | | $ | 232 | | | | | $ | 235 | |

| Total comprehensive income (loss) | | | 900 | | | | | | — | | | | | | — | | | | | | 844 | | | | | | (6) | | | | | | 62 | | |

| Repurchased | | | (914) | | | | | | (17) | | | | | | (32) | | | | | | (865) | | | | | | — | | | | | | — | | |

| Redeemable noncontrolling interest - redemption adjustment | | | 2 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | — | | |

A.

ACCOUNTING POLICIES (Continued)

We review our intangible assets with finite useful lives as events occur or circumstances change that would more likely than not reduce the fair value of the assets below its carrying amount.

For grants prior to 2020, expense was recognized ratably over the shorter of the vesting period of the long-term stock awards, stock options and phantom stock awards, typically five years, or the length of time until the grantee became retirement-eligible, generally at age 65.

In March 2023, the FASB issued ASU 2023-02, "Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method,” which permits an entity to elect to account for their tax equity investments using the proportional amortization method if certain conditions are met, regardless of the tax credit program from which the income tax credits are received.

We adopted this standard for annual periods beginning January 1, 2024.

In September 2022, the FASB issued ASU 2022-04, "Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires that an entity that uses a supplier finance program in connection with the purchase of goods or services disclose information about the program’s nature, activity during the period, changes from period to period, and potential magnitude.

We adopted this standard for annual periods on a retrospective basis, including interim periods within those annual periods, beginning January 1, 2023, except for the amendment on rollforward information, which was adopted prospectively for annual periods beginning January 1, 2024.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires additional income tax disclosures, particularly regarding the effective tax rate reconciliation and income taxes paid.

The redemption value of the call and put option was the same and based on a floating EBITDA value.

The call and put options were determined to be embedded within the redeemable noncontrolling interest and were recorded as temporary equity in the condensed consolidated balance sheets.

We elected to adjust the redeemable noncontrolling interest to its full redemption amount directly into retained deficit.

| North America | | | $ | 3,550 | | | | | $ | 3,428 | | | | | $ | 6,978 | |

| Total | | | $ | 5,252 | | | | | $ | 3,428 | | | | | $ | 8,680 | |

| Finance leases | | | 3.2 | | % | | | | 3.3 | | % | | | | 3.3 | | % |

| Thereafter | | | 142 | | | | | | 6 | | |

| | | | 2,426 | | | | | | 2,393 | | |

| Plumbing Products | | | $ | 611 | | | | | $ | (301) | | | | | $ | 310 | | | | | $ | 59 | | | | | | | | | | | | | | | | | $ | 7 | | | | | $ | 377 | |

| Decorative Architectural Products | | | 366 | | | | | | (139) | | | | | | 227 | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 227 | | |

| Total | | | $ | 977 | | | | | $ | (440) | | | | | $ | 537 | | | | | $ | 59 | | | | | | | | | | | | | | | | | $ | 7 | | | | | $ | 604 | |

The decrease in our indefinite-lived intangible assets and definite-lived intangible assets is primarily a result of the divestiture of Kichler.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

The Company's Principal Executive Officer and Principal Financial Officer have concluded, based on an evaluation of the Company's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15 that, as of December 31, [removed: 2024,] [added: 2025,] the Company's disclosure controls and procedures were effective.

In connection with the evaluation of the Company's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024,] [added: 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.

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of our [removed: other] officers or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

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).

A copy of our insider trading policy is [removed: filed] [added: 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 [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed before April [removed: 29, 2025,] [added: 28, 2026,] and such information is incorporated herein by reference.

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed before April [removed: 29, 2025,] [added: 28, 2026,] and such information is incorporated herein by reference.

The following table sets forth information as of December 31, [removed: 2024] [added: 2025] concerning the 2024 Plan, which was approved by our stockholders.

The remaining information required by this Item will be contained in our definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed before April [removed: 29, 2025,] [added: 28, 2026,] and such information is incorporated herein by reference.

| Equity compensation plans approved by stockholders | | | | | | 1,099,264 | | | | | | $ | 60.05 | | | | | 6,982,846 | | |

| Equity compensation plans approved by stockholders | | | | | | 1,048,291 | | | | | | $ | 55.92 | | | | | 7,458,230 | | |

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed before April [removed: 29, 2025,] [added: 28, 2026,] and such information is incorporated herein by reference.

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed before April [removed: 29, 2025,] [added: 28, 2026,] and such information is incorporated herein by reference.

(1)*Financial Statements.* Our consolidated financial statements included in Item 8 hereof, as required at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] consist of the following:

| [Consolidated Balance [removed: Sheets](#i00d376bc25734a259cdbee9968a2641c_91)] [added: Sheets](#if58197c165c74baa8c0f560bd884af2e_91)] | | | [removed: [35](#i00d376bc25734a259cdbee9968a2641c_91)] [added: [34](#if58197c165c74baa8c0f560bd884af2e_91)] | | |

| [Consolidated Statements of [removed: Operations](#i00d376bc25734a259cdbee9968a2641c_94)] [added: Operations](#if58197c165c74baa8c0f560bd884af2e_94)] | | | [removed: [36](#i00d376bc25734a259cdbee9968a2641c_94)] [added: [35](#if58197c165c74baa8c0f560bd884af2e_94)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i00d376bc25734a259cdbee9968a2641c_97)] [added: (Loss)](#if58197c165c74baa8c0f560bd884af2e_97)] | | | [removed: [37](#i00d376bc25734a259cdbee9968a2641c_97)] [added: [36](#if58197c165c74baa8c0f560bd884af2e_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i00d376bc25734a259cdbee9968a2641c_100)] [added: Flows](#if58197c165c74baa8c0f560bd884af2e_100)] | | | [removed: [38](#i00d376bc25734a259cdbee9968a2641c_100)] [added: [37](#if58197c165c74baa8c0f560bd884af2e_100)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i00d376bc25734a259cdbee9968a2641c_103)] [added: Equity](#if58197c165c74baa8c0f560bd884af2e_103)] | | | [removed: [39](#i00d376bc25734a259cdbee9968a2641c_103)] [added: [38](#if58197c165c74baa8c0f560bd884af2e_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i00d376bc25734a259cdbee9968a2641c_106)] [added: Statements](#if58197c165c74baa8c0f560bd884af2e_106)] | | | [removed: [40](#i00d376bc25734a259cdbee9968a2641c_106)] [added: [39](#if58197c165c74baa8c0f560bd884af2e_106)] | | |

Our Financial Statement Schedule appended hereto, as required for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] consists of the following:

| [II. Valuation and Qualifying [removed: Accounts](#i00d376bc25734a259cdbee9968a2641c_232)] [added: Accounts](#if58197c165c74baa8c0f560bd884af2e_226)] | | | [removed: [79](#i00d376bc25734a259cdbee9968a2641c_232)] [added: [79](#if58197c165c74baa8c0f560bd884af2e_226)] | | |

| [added: Exhibit No.] | | | [added: | | |] Exhibit Description | | | | | | | | | | | | Form | | | | | | Exhibit | | | | | | Filing Date | | | | | | [removed: | | |] [added: Filed Herewith] | | |

| [removed: [3.b](https://www.sec.gov/Archives/edgar/data/62996/000006299621000008/exhibit3b.htm)] [added: [3.b](https://www.sec.gov/Archives/edgar/data/62996/000006299625000013/mascocorporationamendedand.htm)] | | | | | | Bylaws of Masco Corporation, as Amended and Restated on [removed: February 5, 2021.] [added: May 9, 2025.] | | | | | | | | | | | | [removed: 2020 10-K] [added: 8-K] | | | | | | [removed: 3.b] [added: 3.ii] | | | | | | [removed: 02/09/2021] [added: 05/15/2025] | | | | | | | | |

| [removed: [4.a](https://www.sec.gov/Archives/edgar/data/62996/000104746915000803/a2222936zex-4_aiii.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000104746915000803/a2222936zex-4_aiii.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000104746915000803/a2222936zex-4_aiii.htm)] [added: [4.a i](https://www.sec.gov/Archives/edgar/data/62996/000104746915000803/a2222936zex-4_aiii.htm)] | | | | | | | | | | | | 7-3/4% Debentures Due August 1, 2029. | | | | | | 2014 10-K | | | | | | 4.a.i(ii) | | | | | | 02/13/2015 | | | | | | | | |

| [removed: [4.b](https://www.sec.gov/Archives/edgar/data/62996/000006299618000015/exhibit4bi.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299618000015/exhibit4bi.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299618000015/exhibit4bi.htm)] [added: [4.b i](https://www.sec.gov/Archives/edgar/data/62996/000006299618000015/exhibit4bi.htm)] | | | | | | | | | | | | 6-1/2% Notes Due August 15, 2032; | | | | | | 2017 10-K | | | | | | 4.b.i | | | | | | 02/08/2018 | | | | | | | | |

| [removed: [4.b](https://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex41.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex41.htm)[ii](https://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex41.htm)] [added: [4.b ii](https://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex41.htm)] | | | | | | | | | | | | 3.500% Notes Due November 15, 2027; and | | | | | | 8-K | | | | | | 4.1 | | | | | | 06/15/2017 | | | | | | | | |

| [removed: [4.b](https://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex42.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex42.htm)[iii](https://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex42.htm)] [added: [4.b iii](https://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex42.htm)] | | | | | | | | | | | | 4.500% Notes Due May 15, 2047. | | | | | | 8-K | | | | | | 4.2 | | | | | | 06/15/2017 | | | | | | | | |

| [removed: [4.b](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0403.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0403.htm)[iv](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0403.htm)] [added: [4.b iv](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0403.htm)] | | | | | | 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 | | | | | | | | |

| [removed: [4.b](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0402.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0402.htm)[v](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0402.htm)] [added: [4.b v](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0402.htm)] | | | | | | | | | | | | 4.500% Notes Due May 15, 2047 | | | | | | 8-K | | | | | | 4.2 | | | | | | 09/18/2020 | | | | | | | | |

| [removed: [4.b](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0401.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0401.htm)[vi](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0401.htm)] [added: [4.b vi](https://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0401.htm)] | | | | | | | | | | | | 2.000% Notes Due October 1, 2030 | | | | | | 8-K | | | | | | 4.1 | | | | | | 09/18/2020 | | | | | | | | |

| [removed: [4.b](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex41.htm) [](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex41.htm)[vii](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex41.htm)] [added: [4.b vii](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex41.htm)] | | | | | | | | | | | | 1.500% Notes Due February 15, 2028 | | | | | | 8-K | | | | | | 4.1 | | | | | | 03/04/2021 | | | | | | | | |

| [removed: [4.b](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex42.htm) [](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex42.htm)[viii](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex42.htm)] [added: [4.b viii](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex42.htm)] | | | | | | | | | | | | 2.000% Notes Due February 15, 2031 | | | | | | 8-K | | | | | | 4.2 | | | | | | 03/04/2021 | | | | | | | | |

| [removed: [4.b](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex43.htm) [](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex43.htm)[ix](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex43.htm)] [added: [4.b ix](https://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex43.htm)] | | | | | | | | | | | | 3.125% Notes Due February 15, 2051 | | | | | | 8-K | | | | | | 4.3 | | | | | | 03/04/2021 | | | | | | | | |

| [removed: [4.c](https://www.sec.gov/Archives/edgar/data/62996/000006299624000006/legal-301444xv4x_xxexx4xcx.htm)] [added: [4.c](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit4c-descriptionofsec.htm)] | | | | | | Description of securities. | | | | | | | | | | | | [removed: 2023 10-K] | | | | | | [removed: 4.c] | | | | | | [removed: 02/08/2024] | | | | | | [added: X] | | |

| Note 3: | | | | | | Exhibits 10.b through [removed: 10.l] [added: 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. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [10.b](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10ciii.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10ciii.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10ciii.htm)] [added: [10.b](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cvi.htm) [i](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cvi.htm)[v](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cvi.htm)] | | | | | | | | | | | | for [removed: awards] [added: grants] between December 17, 2019 and February [removed: 2,] [added: 3,] 2022 | | | | | | 2019 10-K | | | | | | [removed: 10.c.iii] [added: 10.c.vi] | | | | | | 02/11/2020 | | | | | | | | |

| [removed: [10.b](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10civ.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10civ.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10civ.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10civ.htm)] [added: [10.b v](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cviii.htm)] | | | | | | | | | | | | for [removed: awards] [added: grants] on or after February 3, 2022 | | | | | | 2021 10-K | | | | | | [removed: 10.c.iv] [added: 10.c.viii] | | | | | | 02/08/2022 | | | | | | | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm)[0.b](https://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm)[iii](https://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm)] [added: [10.b](https://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm) [ii](https://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm)] | | | | | | | | | | | | for grants prior to July 1, 2018 | | | | | | 8-K | | | | | | 10.d | | | | | | 05/06/2014 | | | | | | | | |

| [10.b](https://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10civ.htm) [removed: [](https://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10civ.htm)[iv](https://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10civ.htm)] [added: [ii](https://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10civ.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10civ.htm)] | | | | | | | | | | | | for grants between July 1, 2018 and December 17, 2019 | | | | | | 2018 10-K | | | | | | 10.c.iv | | | | | | 02/07/2019 | | | | | | | | |

| [removed: [10.b](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cvi.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cvi.htm)[v](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cvi.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm)[0.c i](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm)] | | | | | | | | | | | | for grants between December 17, [removed: 2019] [added: 2024] and February [removed: 3, 2022] [added: 5, 2026] | | | | | | [removed: 2019] [added: 2024] 10-K | | | | | | [removed: 10.c.vi] [added: 10.c i] | | | | | | [removed: 02/11/2020] [added: 02/11/2025] | | | | | | | | |

| [removed: [10.b](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cviii.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cviii.htm)[vi](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cviii.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit10cii-formtermsandc.htm)[0.c](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit10cii-formtermsandc.htm) [ii](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit10cii-formtermsandc.htm)] | | | | | | | | | | | | for grants on or after February [removed: 3, 2022] [added: 6, 2026] | | | | | | [removed: 2021 10-K] | | | | | | [removed: 10.c.viii] | | | | | | [removed: 02/08/2022] | | | | | | [added: X] | | |

| [10.b](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm) [removed: [](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm)[ix](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm)] [added: [vi](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm)] | | | | | | 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 | | | | | | | | |

| [10.b](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cxiii.htm) [removed: [](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cxiii.htm)[x](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cxiii.htm)] [added: [vii](https://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cxiii.htm)] | | | | | | Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 7, 2020). | | | | | | | | | | | | 2019 10-K | | | | | | 10.c.xiii | | | | | | 02/11/2020 | | | | | | | | |

| [added: [10.](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)[b](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm) [viii](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)] | | | | | | Form of Restricted Stock Unit Award Agreement for Non-Employee [removed: Directors:] [added: Directors] | | | | | | | | | | | | [added: 2021 10-K] | | | | | | [added: 10.c.xvii] | | | | | | [added: 02/08/2022] | | | | | | | | |

| [10.c](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411414xv1x2024_10xkx.htm) | | | | | | Masco Corporation 2024 Long Term Stock Incentive Plan | | | | | | | | | | | | [added: 2024 10-K] | | | | | | [added: 10.c] | | | | | | [added: 02/11/2025] | | | | | | [removed: X] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm)[0](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm)[.c](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm)] | | | | | | Terms and Conditions of Awards Granted Under the Masco Corporation 2024 Long Term Stock Incentive [removed: Plan] [added: Plan:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: X] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm)[0.](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm)[c](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm)[ii](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm)] [added: [10.c](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm) [i](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm)[ii](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm)] | | | | | | Long Term Stock Incentive Program under Masco Corporation's 2024 Long Term Stock Incentive Plan and form of Performance Restricted Stock Unit Award Agreement [removed: thereunder.] [added: thereunder (for grants prior to February 6, 2026).] | | | | | | | | | | | | [added: 2024 10-K] | | | | | | [added: 10.c ii] | | | | | | [added: 02/11/2025] | | | | | | [removed: X] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10alegal-395042xv1xnonxem.htm)[0](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10alegal-395042xv1xnonxem.htm)[.](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10alegal-395042xv1xnonxem.htm)[c](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10alegal-395042xv1xnonxem.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10alegal-395042xv1xnonxem.htm)[iii](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10alegal-395042xv1xnonxem.htm)] [added: [10.c](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10alegal-395042xv1xnonxem.htm) [v](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10alegal-395042xv1xnonxem.htm)] | | | | | | Non-Employee Directors Equity Program under Masco Corporation's 2024 Long Term Stock Incentive Plan | | | | | | | | | | | | 10-Q | | | | | | 10.a | | | | | | 07/25/2024 | | | | | | | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10blegal-396290xv1xdirect.htm)[0.](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10blegal-396290xv1xdirect.htm)[c](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10blegal-396290xv1xdirect.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10blegal-396290xv1xdirect.htm)[iv](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10blegal-396290xv1xdirect.htm)] [added: [10.c](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10blegal-396290xv1xdirect.htm) [v](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10blegal-396290xv1xdirect.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299624000027/a10blegal-396290xv1xdirect.htm)] | | | | | | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors [added: (for grants prior to May 9, 2025)] | | | | | | | | | | | | 10-Q | | | | | | 10.b | | | | | | 07/25/2024 | | | | | | | | |

| [removed: [10](https://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_diii.htm)[.d](https://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_diii.htm)] [added: [10.d](https://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_diii.htm)] | | | | | | Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto (includes amendment freezing benefit accruals) for John G. Sznewajs. | | | | | | | | | | | | 2015 10-K | | | | | | 10.d.i(ii) | | | | | | 02/12/2016 | | | | | | | | |

| [removed: [10](https://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit10f.htm)[.e](https://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit10f.htm)] [added: [10.e](https://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit10f.htm)] | | | | | | Other compensatory arrangements for executive officers. | | | | | | | | | | | | 2016 10-K | | | | | | 10.f | | | | | | 02/09/2017 | | | | | | | | |

| [10.f](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411386xv1x2024_10xkx.htm) | | | | | | Compensation of Non-Employee Directors. | | | | | | | | | | | | [added: 2024 10-K] | | | | | | [added: 10.f] | | | | | | [added: 02/11/2025] | | | | | | [removed: X] | | |

| [3](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit3ai-certificateofam.htm)[.a i](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit3ai-certificateofam.htm) | | | | | | Certificate of Amendment of Restated Certificate of Incorporation of Masco Corporation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [10.b i](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10civ.htm) | | | | | | Form of Restricted Stock Unit Award Agreements | | | | | | | | | | | | 2021 10-K | | | | | | 10.c.iv | | | | | | 02/08/2022 | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Description | | | | | | | | | | | | Form | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit10civ-formtermsandc.htm)[0.c iv](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit10civ-formtermsandc.htm) | | | | | | 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). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit10cvii-nonxemployee.htm)[0.c vii](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit10cvii-nonxemployee.htm) | | | | | | Non-Employee Directors Compensation Program under Masco Corporation's 2024 Long Term Stock Incentive Plan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit10cviii-formofrestr.htm)[0.c viii](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit10cviii-formofrestr.htm) | | | | | | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (for grants on or after May 9, 2025) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000010/legal-411564xv10xjon_nudix.htm)[0.j](https://www.sec.gov/Archives/edgar/data/62996/000006299625000010/legal-411564xv10xjon_nudix.htm) | | | | | | Employment Offer Letter dated March 3, 2025 between Jonathon J. Nudi and Masco Corporation | | | | | | | | | | | | 10-Q | | | | | | 10.a | | | | | | 4/23/2025 | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Description | | | | | | | | | | | | Form | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000010/legal-411664xv6xhq_shahxxx.htm)[0.k](https://www.sec.gov/Archives/edgar/data/62996/000006299625000010/legal-411664xv6xhq_shahxxx.htm) | | | | | | Retention Agreement dated March 5, 2025 between Jai Shah and Masco Corporation | | | | | | | | | | | | 10-Q | | | | | | 10.b | | | | | | 4/23/2025 | | | | | | | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000029/exhibit10b-nudixaircraftag.htm)[0.l](https://www.sec.gov/Archives/edgar/data/62996/000006299625000029/exhibit10b-nudixaircraftag.htm) | | | | | | Aircraft Time Sharing Agreement dated July 25, 2025 between Jonathon J. Nudi and Masco Corporation. | | | | | | | | | | | | 10-Q | | | | | | 10.b | | | | | | 7/31/2025 | | | | | | | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit10m-employmentoffer.htm)[0.m](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit10m-employmentoffer.htm) | | | | | | Employment Offer Letter dated November 28, 2025 between Jen Stone and Masco Corporation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000029/exhibit10a-hq_allmanxsever.htm)[0.](https://www.sec.gov/Archives/edgar/data/62996/000006299625000029/exhibit10a-hq_allmanxsever.htm)[p](https://www.sec.gov/Archives/edgar/data/62996/000006299625000029/exhibit10a-hq_allmanxsever.htm) | | | | | | Severance and Release Agreement dated July 8, 2025 between Masco Corporation and Keith J. Allman | | | | | | | | | | | | 10-Q | | | | | | 10.a | | | | | | 7/31/2025 | | | | | | | | |

| [10.](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit-severanceandreleas.htm)[q](https://www.sec.gov/Archives/edgar/data/62996/000006299626000005/exhibit-severanceandreleas.htm) | | | | | | Severance and Release Agreement effective January 12, 2026 between Masco Corporation and Imran Ahmad | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| | | | | | | Form of Restricted Stock Unit Award Agreements: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411438xv1x2024_10xkx.htm)[0.b](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411438xv1x2024_10xkx.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411438xv1x2024_10xkx.htm)[vi](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411438xv1x2024_10xkx.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411438xv1x2024_10xkx.htm) | | | | | | Form of Phantom Share Award Agreements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411442xv1x2024_10xkx.htm)[0.b](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411442xv1x2024_10xkx.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411442xv1x2024_10xkx.htm)[vii](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411442xv1x2024_10xkx.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411442xv1x2024_10xkx.htm) | | | | | | Form of Stock Appreciation Rights Agreements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [10.b](https://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm) [](https://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm)[xi](https://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm) | | | | | | | | | | | | for awards between February 7, 2020 and February 3, 2022 | | | | | | 2019 10-K | | | | | | 10.c.xiv | | | | | | 02/11/2020 | | | | | | | | |

| [10.](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)[b](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)[x](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)[ii](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm) | | | | | | | | | | | | for awards on or after February 4, 2022 | | | | | | 2021 10-K | | | | | | 10.c.xvii | | | | | | 02/08/2022 | | | | | | | | |

| [10](https://www.sec.gov/Archives/edgar/data/62996/000006299623000042/a10blegal-383602xv1xd_xcha.htm)[.l](https://www.sec.gov/Archives/edgar/data/62996/000006299623000042/a10blegal-383602xv1xd_xcha.htm) | | | | | | Amended and Restated Transition and Severance Agreement and Release of All Liability dated October 25, 2023 between Masco Corporation and David A. Chaika. | | | | | | | | | | | | 10-Q | | | | | | 10.b | | | | | | 10/26/2023 | | | | | | | | |

[removed: February 11, 2025][added: | 2025 | | | | | | $ | 10 | | | | | $ | 5 | | | | | $ | — | | | | | | | | $ | (4) | | | | | (a) | | | $ | 12 | |]

| /s/ [removed: Keith] [added: Jonathon] J. [removed: Allman] [added: Nudi] | | | | | | *President and Chief Executive Officer and Director* | | | | | | | | |

| /s/ [removed: Bonnie S. Van Etten] [added: Heath M. Eisman] | | | | | | *Vice President, Controller and Chief Accounting Officer* | | | | | | | | |

| /s/ Charles K. Stevens, [removed: lll] [added: III] | | | | | | *Director* | | | | | | | | |

| [added: 2025] | | | | | | [added: $] | [added: 27] | | | | | [removed: *February 11, 2025*] [added: $] | [added: —] | | [added: | | | $ | — | | | | | | | | $ | — | | | | | | | | $ | 27 | |]

For the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| 2023 | | | | | | $ | 15 | | | | | $ | 2 | | | | | $ | 53 | | | | | [removed: (c) (d)] [added: (c)(d)] | | | $ | (37) | | | | | (e) | | | $ | 33 | |

February 10, 2026

| Heath M. Eisman | | | | | | | | | | | | | | |

| /s/ Gary A. Coombe | | | | | | *Director* | | | | | | | | |

| Gary A. Coombe | | | | | | | | | | | | | | |

| | | | | | | | | | | | | *February 10, 2026* | | |

| Keith J. Allman | | | | | | | | | | | | | | |

| Bonnie S. Van Etten | | | | | | | | | | | | | | |

| /s/ Jonathon J. Nudi | | | | | | *Director* | | | | | | | | |

| /s/ Donald R. Parfet | | | | | | *Director* | | | | | | | | |

| Donald R. Parfet | | | | | | | | | | | | | | |

| 2022 | | | | | | $ | 6 | | | | | $ | 5 | | | | | $ | — | | | | | | | | $ | (3) | | | | | (a) | | | $ | 8 | |

| 2022 | | | | | | $ | 17 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | (2) | | | | | (f) | | | $ | 15 | |

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