Masco 10-Q 2026-06-30

Filed 2026-07-29. 6 sections, 109K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 1-5794

Masco Corporation

(Exact name of Registrant as Specified in its Charter)

Delaware38-1794485
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
17450 College Parkway,Livonia,Michigan48152
(Address of Principal Executive Offices)(Zip Code)

(313) 274-7400

(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange On Which Registered
Common Stock, $1.00 par valueMASNew York Stock Exchange

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

ClassShares Outstanding at June 30, 2026
Common stock, par value $1.00 per share197,187,430

MASCO CORPORATION

INDEX

Page
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited):1
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 20251
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 20252
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2026 and 20253
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 20254
Condensed Consolidated Statements of Shareholders' Equity for the Three and Six Months Ended June 30, 2026 and 20255
Notes to Condensed Consolidated Financial Statements7
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations16
Item 4.Controls and Procedures24
PART II. OTHER INFORMATION25
Item 1.Legal Proceedings25
Item 1A.Risk Factors25
Item 2.[Unregi

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Item 1. . Legal Proceedings

Information regarding legal proceedings involving us is set forth in Note J to our condensed consolidated financial statements included in Part I, Item 1 of this Report and is incorporated herein by reference.

Item 1A. . Risk Factors

There have been no material changes to the risk factors of the Company set forth in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. . Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information regarding the repurchase of our common stock for the three months ended June 30, 2026 under the 2026 share repurchase authorization:

PeriodTotal Number Of Shares PurchasedAverage Price Paid Per Common ShareTotal Number Of Shares Purchased As Part Of Publicly Announced Plans or ProgramsMaximum Value Of Shares That May Yet Be Purchased Under The Plans Or Programs
4/1/26 - 4/30/261,113,062$62.901,113,062$1,790,968,944
5/1/26 - 5/31/26
Open market purchases282,359$70.84282,359$1,770,966,258
Accelerated share repurchases (A)3,335,649(A)3,335,649$1,470,816,258
6/1/26 - 6/30/26—$——$1,470,816,258
Total for the quarter4,731,0704,731,070$1,470,816,258

**(A)**In May 2026, we entered into an accelerated share repurchase transaction whereby we agreed to repurchase a total of $300 million of our common stock with an initial delivery of approximately 3.3 million shares. This transaction was completed on July 27, 2026, at which time we received, at no additional cost, approximately 0.8 million additional shares of our common stock based on the volume weighted average stock price of our common stock over the term of the transaction, less a discount.

Item 5. . Other Information

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

During the three months ended June 30, 2026, none of our officers or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

MASCO CORPORATION

PART II. OTHER INFORMATION, Continued

Item 6. Exhibits

10Severance and Release Agreement dated April 16, 2026 between Masco Corporation and Jai Shah.
31.aCertification by Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
31.bCertification by Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
32Certifications required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.
101The following financial information from Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, and (vi) Notes to Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

MASCO CORPORATION

PART II. OTHER INFORMATION, Concluded

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

MASCO CORPORATION
By:/s/ Richard J. Westenberg
Richard J. Westenberg Vice President, Chief Financial Officer and Treasurer

July 29, 2026