8-K
MASCO CORP /DE/ (MAS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): February 6, 2026
| Masco Corporation | ||
|---|---|---|
| (Exact name of Registrant as Specified in Charter) | ||
| Delaware | 1-5794 | 38-1794485 |
| (State or Other Jurisdiction <br><br>of Incorporation) | (Commission File<br>Number) | (I.R.S. Employer Identification No.) |
| 17450 College Parkway, Livonia,Michigan | 48152 |
|---|---|
| (Address of Principal Executive Offices) | (Zip Code) |
(313) 274-7400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value | MAS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
☐ 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. ☐
Item 5.02. Departure of Directors or Certain Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Masco Corporation (the “Company”) previously disclosed that Mr. Jonathon J. Nudi, its President and Chief Executive Officer, would be eligible in February 2026 to receive an annual restricted stock unit (“RSU”) award equal in value to 159% of his annual base salary, calculated on a pro-rata basis for his actual service during 2025, which started on July 7, 2025. On February 6, 2026, the Company’s Compensation and Talent Committee of the Board of Directors instead approved a full-value RSU award for Mr. Nudi in the amount of $1,749,000.
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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 |
| --- | --- |
| Name: | Richard J. Westenberg |
| Title: | Vice President, Chief Financial Officer<br><br>and<br>Treasurer |
February 12, 2026
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