Masco Corp 10-Q for FY2026 Q2
Masco Corp (MAS)
10-Q
2026-07-29
For: 2026-06-30
View Original
Added on
July 29, 2026
About this 10-Q
Masco Corp filed this 10-Q on July 29, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.99B
- down 2.9% from $2.05B a year earlier
- Net income
- $318M
- up 17.8% from net income of $270M a year earlier
- Diluted EPS
- $1.60
- up 25.0% from $1.28 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2026
or
For the transition period from ___________ to ___________
Commission file number: 1-5794
(Exact name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| | ||||||||||||||
| (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 Class | Trading Symbol | Name of Each Exchange On Which Registered | ||||||||||||
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.
☑ | 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.
| Class | Shares Outstanding at June 30, 2026 | |||||||
| Common stock, par value $1.00 per share | ||||||||
MASCO CORPORATION
INDEX
| Page | ||||||||||||||
MASCO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
June 30, 2026 and December 31, 2025
(In Millions, Except Share Data)
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash investments | $ | $ | |||||||||
| Receivables | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Notes payable | |||||||||||
| Accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Commitments and contingencies (Note J) | |||||||||||
| EQUITY | |||||||||||
| Masco Corporation's shareholders' equity: | |||||||||||
Common shares, par value $ Authorized shares: Issued and outstanding: 2026 – | |||||||||||
Preferred shares authorized: Issued and outstanding: 2026 and 2025 – | |||||||||||
| Paid-in capital | |||||||||||
| Retained deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total Masco Corporation's shareholders' deficit | ( | ( | |||||||||
| Noncontrolling interest | |||||||||||
| Total equity | ( | ||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
Amounts may not add due to rounding.
1
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For the Three and Six Months Ended June 30, 2026 and 2025
(In Millions, Except Per Common Share Data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Other income (expense), net: | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ( | ( | ( | |||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| Net income attributable to Masco Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Income per common share attributable to Masco Corporation: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
See notes to condensed consolidated financial statements.
Amounts may not add due to rounding.
2
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
For the Three and Six Months Ended June 30, 2026 and 2025
(In Millions)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| Net income attributable to Masco Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Currency translation adjustment | $ | $ | $ | ( | $ | ||||||||||||||||||
| Pension and other post-retirement benefits | |||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| Less: Other comprehensive (loss) income attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) attributable to Masco Corporation | $ | $ | $ | ( | $ | ||||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Total comprehensive income attributable to noncontrolling interest | |||||||||||||||||||||||
| Total comprehensive income attributable to Masco Corporation | $ | $ | $ | $ | |||||||||||||||||||
See notes to condensed consolidated financial statements.
Amounts may not add due to rounding.
3
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Six Months Ended June 30, 2026 and 2025
(In Millions)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM (FOR) OPERATING ACTIVITIES: | |||||||||||
| Cash provided by operations | $ | $ | |||||||||
| Increase in receivables | ( | ( | |||||||||
| Increase in inventories | ( | ( | |||||||||
| Increase (decrease) in accounts payable and accrued liabilities, net | ( | ||||||||||
| Net cash from operating activities | |||||||||||
| CASH FLOWS FROM (FOR) FINANCING ACTIVITIES: | |||||||||||
| Purchase of common stock | ( | ( | |||||||||
| Excise tax paid on the purchase of common stock | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Dividends paid to noncontrolling interest | ( | ( | |||||||||
| Proceeds from revolving credit borrowings, net | |||||||||||
| Proceeds from term loan | |||||||||||
| Proceeds from the exercise of stock options | |||||||||||
| Employee withholding taxes paid on stock-based compensation | ( | ( | |||||||||
| Payment of debt | ( | ( | |||||||||
| Debt financing costs | ( | ||||||||||
| Net cash for financing activities | ( | ( | |||||||||
| CASH FLOWS FROM (FOR) INVESTING ACTIVITIES: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash for investing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash investments | ( | ||||||||||
| CASH AND CASH INVESTMENTS: | |||||||||||
| Decrease for the period | ( | ( | |||||||||
| At January 1 | |||||||||||
| At June 30 | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
Amounts may not add due to rounding.
4
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
For the Three and Six Months Ended June 30, 2026 and 2025
(In Millions, Except Per Common Share Data)
| Total | Common Shares ($ | Paid-In Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive Income | Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares retired: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchased | ( | ( | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrendered (non-cash) | ( | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared | ( | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares retired: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchased | ( | ( | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared | ( | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
5
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Concluded)
For the Three and Six Months Ended June 30, 2026 and 2025
(In Millions, Except Per Common Share Data)
| Total | Common Shares ($ | Paid-In Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | ||||||||||||||||||||||||||||||
| Balance, January 1, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Total comprehensive income (loss) | — | — | ( | ||||||||||||||||||||||||||||||||
| Shares issued | — | — | — | ||||||||||||||||||||||||||||||||
| Shares retired: | |||||||||||||||||||||||||||||||||||
| Repurchased | ( | ( | ( | ( | — | — | |||||||||||||||||||||||||||||
| Surrendered (non-cash) | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Cash dividends declared | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Total comprehensive income | — | — | |||||||||||||||||||||||||||||||||
| Shares issued | — | — | — | ||||||||||||||||||||||||||||||||
| Shares retired: | |||||||||||||||||||||||||||||||||||
| Repurchased | ( | ( | ( | ( | — | — | |||||||||||||||||||||||||||||
| Cash dividends declared | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
Amounts may not add due to rounding.
6
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
A. ACCOUNTING POLICIES
In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, of a normal recurring nature, necessary to fairly state our financial position at June 30, 2026, our results of operations and comprehensive income (loss) for the three and six months ended June 30, 2026 and 2025, cash flows for the six months ended June 30, 2026 and 2025 and changes in shareholders' equity for the three and six months ended June 30, 2026 and 2025. The condensed consolidated balance sheet at December 31, 2025 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes.
In the first quarter of 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were unlawful. Subsequently, the U.S. Court of International Trade ordered U.S. Customs and Border Protection to refund IEEPA tariffs previously collected. During the second quarter of 2026, we began receiving refunds related to IEEPA tariffs. Additionally, as of June 30, 2026, we have recognized a receivable for tariff refunds not yet paid that are considered to be probable of collection and reasonably estimable.
In the first quarter of 2026, we began the implementation of an internal reorganization to further streamline our business and optimize operations 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. Prior to this reorganization Liberty had historically been included in our Decorative Architectural Products segment. As a result of the integration, all segment information herein, including comparable prior periods, include Liberty in our Plumbing Products segment rather than our Decorative Architectural Products segment.
Recently Adopted Accounting Pronouncements. In July 2025, the Financial Accounting Standards Board ("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. We adopted this standard on a prospective basis for interim and annual periods beginning January 1, 2026. The adoption of this guidance did not have a material impact on our financial position and results of operations.
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. 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 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.
7
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
B. REVENUE
Our revenues are derived from sales to customers in the following geographic areas: North America and International, which are particularly in Europe. Net sales from these geographic areas, by segment, were as follows, in millions:
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
| Primary geographic areas: | |||||||||||||||||
| North America | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||
| Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
| Primary geographic areas: | |||||||||||||||||
| North America | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||
| Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
| Primary geographic areas: | |||||||||||||||||
| North America | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
| Primary geographic areas: | |||||||||||||||||
| North America | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Our contract liability balance was $15 million and $57 million at June 30, 2026 and December 31, 2025, respectively.
8
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
B. REVENUE (Concluded)
Changes in the allowance for credit losses deducted from accounts receivable were as follows, in millions:
| Six Months Ended June 30, 2026 | Twelve Months Ended December 31, 2025 | ||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Provision for expected credit losses during the period | |||||||||||
| Write-offs charged against the allowance | ( | ( | |||||||||
| Recoveries of amounts previously written off | |||||||||||
| Balance at end of period | $ | $ | |||||||||
C. INVENTORIES
The components of inventory were as follows, in millions:
| At June 30, 2026 | At December 31, 2025 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials | |||||||||||
| Work in process | |||||||||||
| Total | $ | $ | |||||||||
D. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill at June 30, 2026, by segment, was as follows, in millions:
| Gross Goodwill At June 30, 2026 | Accumulated Impairment Losses | Net Goodwill At June 30, 2026 | |||||||||||||||
| Plumbing Products | $ | $ | ( | $ | |||||||||||||
Decorative Architectural Products | |||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
The changes in the carrying amount of goodwill for the six months ended June 30, 2026, by segment, were as follows, in millions:
| Gross Goodwill At December 31, 2025 | Accumulated Impairment Losses | Net Goodwill At December 31, 2025 | Foreign Currency Translation | Net Goodwill At June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||
| Plumbing Products | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Decorative Architectural Products | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
9
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
E. SUPPLIER FINANCE PROGRAM
F. DEBT
On March 20, 2026, we entered into a revolving credit agreement (the “2026 Credit Agreement”) with an aggregate commitment of $1.0 billion and a maturity date of March 20, 2031. At our request (which may not be exercised more than two times), the maturity may be extended for an additional one-year period, in each case subject to customary terms and conditions, including the consent of lenders holding at least a majority of the commitments and outstanding credit exposure under the 2026 Credit Agreement at the time. In addition, we may, at our option, request an increase in the aggregate commitment under the 2026 Credit Agreement of up to $500 million, subject to customary terms and conditions. Upon entry into the 2026 Credit Agreement, our credit agreement dated April 26, 2022, with an aggregate commitment of $1.0 billion, was terminated.
The 2026 Credit Agreement provides for an unsecured revolving credit facility available to us and one of our foreign subsidiaries in U.S. dollars, European euros, British pounds sterling, Canadian dollars and certain other currencies for revolving credit loans, swingline loans and letters of credit. Borrowings under the revolving credit loans denominated in any agreed upon currency other than U.S. dollars are limited to the equivalent of $500 million. We can also borrow swingline loans up to $120 million and obtain letters of credit of up to $25 million. Outstanding letters of credit under the 2026 Credit Agreement reduce our borrowing capacity and we had no outstanding letters of credit under the 2026 Credit Agreement at June 30, 2026.
Revolving credit loans denominated in U.S. dollars bear interest under the 2026 Credit Agreement, at our option, at a rate per annum equal to (A) a U.S. dollar base rate or (B) the adjusted term SOFR rate, in each case, plus an applicable margin based upon our then-applicable corporate credit ratings. Foreign currency revolving credit loans bear interest at a rate per annum equal to the applicable floating reference rate for loans denominated in the relevant foreign currency plus an applicable margin based upon our then-applicable corporate credit ratings. The various benchmarks are subject to applicable floors.
The 2026 Credit Agreement contains financial covenants requiring us to maintain (A) a net leverage ratio, as adjusted for certain items, not exceeding 4.0 to 1.0, and (B) an interest coverage ratio, as adjusted for certain items, not less than 2.5 to 1.0.
In order for us to borrow under the 2026 Credit Agreement, there must not be any default in our covenants in the 2026 Credit Agreement (i.e., in addition to the two financial covenants described above, principally limitations on subsidiary debt, negative pledge restrictions, and requirements relating to legal compliance, maintenance of our properties and insurance) and our representations and warranties in the 2026 Credit Agreement must be true in all material respects on the date of borrowing (i.e., principally no material adverse change or litigation likely to result in a material adverse change, since December 31, 2025, no material ERISA or environmental non-compliance, and no material tax deficiency). We were in compliance with all covenants and no borrowings were outstanding at June 30, 2026.
On April 21, 2026, we entered into a two year , up to $500 million senior unsecured delayed draw term loan due April 21, 2028 with a syndicate of lenders. The senior unsecured delayed draw term loan and commitments thereunder are subject to prepayment at our option and the loans will bear interest, at our option, at a rate per annum equal to (A) a U.S. dollar base rate, (B) the adjusted term SOFR rate, or (C) the adjusted daily simple SOFR rate, in each case, plus an applicable margin based upon our then-applicable corporate credit ratings. The various benchmarks are subject to applicable floors. The covenants are substantially the same as those in the 2026 Credit Agreement. We were in compliance with all covenants and $300 million was borrowed and outstanding at a weighted average interest rate of 4.499 % at June 30, 2026.
10
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
F. DEBT (Concluded)
G. SEGMENT INFORMATION
Our reportable segments are as follows:
Plumbing Products – principally includes faucets, plumbing system components and valves, showerheads and handheld showers, bath hardware and accessories, bathing units, tubs and shower bases, enclosures and doors, shower drains, steam shower systems, water filtration systems, sinks, kitchen accessories, cabinet and other hardware, spas, exercise pools, aquatic fitness systems, and saunas.
Decorative Architectural Products – principally includes paints and other coating products, paint applications and accessories.
Information by segment was as follows, in millions:
| Three Months Ended June 30, 2026 | |||||||||||||||||
Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
Net sales (A) | $ | $ | $ | ||||||||||||||
Operating expenses (B) | |||||||||||||||||
Corporate expenses (C) | |||||||||||||||||
| Segment operating profit | $ | $ | $ | ||||||||||||||
General corporate expense, net (C) | ( | ||||||||||||||||
Operating profit (D) | |||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||
Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
Net sales (A) | $ | $ | $ | ||||||||||||||
Operating expenses (B) | |||||||||||||||||
Corporate expenses (C) | |||||||||||||||||
| Segment operating profit | $ | $ | $ | ||||||||||||||
General corporate expense, net (C) | ( | ||||||||||||||||
Operating profit (D) | |||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
11
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
G. SEGMENT INFORMATION (Continued)
| Three Months Ended June 30, 2025 | |||||||||||||||||
| Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
Net sales (A) | $ | $ | $ | ||||||||||||||
Operating expenses (B) | |||||||||||||||||
Corporate expenses (C) | |||||||||||||||||
Segment operating profit | $ | $ | $ | ||||||||||||||
General corporate expense, net (C) | ( | ||||||||||||||||
| Operating profit | |||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
Net sales (A) | $ | $ | $ | ||||||||||||||
Operating expenses (B) | |||||||||||||||||
Corporate expenses (C) | |||||||||||||||||
Segment operating profit | $ | $ | $ | ||||||||||||||
General corporate expense, net (C) | ( | ||||||||||||||||
| Operating profit | |||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
(A)Intra-company sales between segments were not material and have been excluded from net sales.
(B)Operating expenses included cost of sales and selling, general and administrative expenses.
(C)Corporate expenses included specific corporate overhead allocated to each segment. General corporate expense, net included those expenses not specifically attributable to our segments.
(D)Operating profit included the net tariff benefit from IEEPA tariff refunds of approximately $95
| Property Additions | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Plumbing Products | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Decorative Architectural Products | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Corporate | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
12
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
G. SEGMENT INFORMATION (Concluded)
| Depreciation and Amortization | |||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Plumbing Products | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Decorative Architectural Products | |||||||||||||||||||||||||||||||||||
Corporate | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Assets | |||||||||||
| At June 30, 2026 | At December 31, 2025 | ||||||||||
| Plumbing Products | $ | $ | |||||||||
| Decorative Architectural Products | |||||||||||
| Corporate | |||||||||||
| Total | $ | $ | |||||||||
H. INCOME TAXES
Our effective tax rate was 24.3 percent and 25.1 percent for the three months ended June 30, 2026 and 2025, respectively, and was 23.3 percent and 23.7 percent for the six months ended June 30, 2026 and 2025, respectively.
I. INCOME PER COMMON SHARE
Reconciliations of the numerators and denominators used in the computations of basic and diluted income per common share were as follows, in millions:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator (basic and diluted): | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Allocation to participating securities | |||||||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic common shares (based upon weighted average) | |||||||||||||||||||||||
| Add: Dilutive effect of stock options and other stock-based incentives | |||||||||||||||||||||||
| Diluted common shares | |||||||||||||||||||||||
For the three and six months ended June 30, 2026, we allocated dividends and undistributed earnings to the forward contract associated with the accelerated share repurchase transaction, which is considered a participating security, using the two-class method. For the three and six months ended June 30, 2025, basic and diluted income per common share were calculated using the treasury stock method.
13
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
I. INCOME PER COMMON SHARE (Concluded)
The following stock options, restricted stock units and performance restricted stock units were excluded from the computation of weighted-average diluted common shares outstanding due to their anti-dilutive effect, in thousands:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Number of stock options | |||||||||||||||||||||||
| Number of restricted stock units | |||||||||||||||||||||||
| Number of performance restricted stock units | |||||||||||||||||||||||
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. 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. In total, excluding the incremental shares we received in July 2026 from the accelerated share repurchase transaction, we repurchased and retired approximately 7.8 million shares of our common stock in the six months ended June 30, 2026, for approximately $596 million, inclusive of excise tax of $5 million. This included 0.4 million shares to offset the dilutive impact of restricted stock units granted in the six months ended June 30, 2026. At June 30, 2026, we had approximately $1.5 billion remaining under the 2026 authorization.
J. OTHER COMMITMENTS AND CONTINGENCIES
Litigation. We are involved in claims and litigation, including class actions, mass torts and regulatory proceedings, which arise in the ordinary course of our business. The types of matters may include, among others: advertising, competition, contract, data privacy, employment, environmental, insurance coverage, intellectual property, personal injury, product compliance, product liability, securities and warranty. We are also subject to product safety regulations, product recalls and direct claims for product liabilities. We believe the likelihood that the outcome of these claims, litigation and product safety matters would have a material adverse effect on us is remote. However, there is no assurance that we will prevail in these matters, and we could, in the future, incur judgments or penalties, enter into settlements of claims or revise our expectations regarding the outcome of these matters, which could materially impact our results of operations.
Warranty. Changes in our warranty liability were as follows, in millions:
| Six Months Ended June 30, 2026 | Twelve Months Ended December 31, 2025 | ||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Accruals for warranties issued during the period | |||||||||||
| Accruals related to pre-existing warranties | |||||||||||
| Settlements made (in cash or kind) during the period | ( | ( | |||||||||
| Other, net (including currency translation) | ( | ||||||||||
| Balance at end of period | $ | $ | |||||||||
14
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Concluded)
K. SUBSEQUENT EVENT
On July 28, 2026, we completed the divestiture of our Bristan Group business, a United Kingdom-based provider of bathroom, kitchen, and shower faucets, shower enclosures, and other products for a purchase price of £49 million ($65 million), net of cash disposed, subject to customary closing adjustments, and up to an additional £6 million ($8 million) if certain performance measures are achieved by year ended December 31, 2026. The sale of Bristan Group did not represent a strategic shift that will have a major effect on our operations and financial results and, therefore, will not be presented as discontinued operations. Prior to the divestiture, the results of the business were included in our Plumbing Products segment.
15
| MASCO CORPORATION | |||||
| Item 2. | |||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS OF | |||||
| FINANCIAL CONDITION AND RESULTS OF OPERATIONS | |||||
Overview
Due to a dynamic geopolitical and macroeconomic environment, we are experiencing, and may continue to experience, lower market demand for our products. We have been experiencing, and may continue to experience, elevated commodity and other input costs, as well as employee-related cost inflation. Additionally, we have been experiencing, and may continue to experience, elevated costs, principally in our Plumbing Products segment, due to tariffs, particularly those related to China. We seek to mitigate the impact of elevated tariffs and other 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.
In the first quarter of 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were unlawful. Subsequently, the U.S. Court of International Trade ordered U.S. Customs and Border Protection to refund IEEPA tariffs previously collected. During the second quarter of 2026, we began receiving refunds related to IEEPA tariffs. Additionally, as of June 30, 2026, we have recognized a receivable for tariff refunds not yet paid that are considered to be probable of collection and reasonably estimable.
We plan to deliver above-market top- and bottom-line growth through a consumer driven strategy leveraging our industry-leading brands, expanded commercial capabilities, and enhanced operational excellence. We remain confident in the fundamentals of our business and long-term strategy. 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 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 take actions to drive efficiency in our business through the strategic rationalization of our businesses, including business consolidations, plant closures, headcount reductions and other cost savings initiatives. 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 approximately $12 million and $20 million in charges in the three and six months ended June 30, 2026, respectively, and we expect to incur approximately $50 million in charges during the full year of 2026. Additionally, in the first quarter of 2026, we began the implementation of 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, all segment information herein, including comparable prior periods, include Liberty in our Plumbing Products segment rather than our Decorative Architectural Products segment.
SECOND QUARTER 2026 AND THE FIRST SIX MONTHS 2026 VERSUS
SECOND QUARTER 2025 AND THE FIRST SIX MONTHS 2025
SECOND QUARTER 2025 AND THE FIRST SIX MONTHS 2025
Consolidated Results of Operations
We report our financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP"). However, we believe that certain non-GAAP financial measures used in managing the business may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods. These non-GAAP financial measures should be considered in addition to, and not as an alternative for or superior to, the comparable GAAP measure, and may not be comparable to similarly titled measures reported by other companies. Within the tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes.
The following discussion of consolidated results of operations refers to the three and six months ended June 30, 2026 compared to the same periods of 2025.
16
NET SALES
Below is a summary of our net sales, in millions, for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Net sales, as reported | $ | 1,992 | $ | 2,051 | (3) | % | $ | 3,910 | $ | 3,852 | 2 | % | |||||||||||||||||||||||
| Currency translation | (10) | — | (52) | — | |||||||||||||||||||||||||||||||
| Net sales, excluding the effect of currency translation | $ | 1,982 | $ | 2,051 | (3) | % | $ | 3,858 | $ | 3,852 | — | % | |||||||||||||||||||||||
Our net sales for the three months ended June 30, 2026, were $1,992 million, which decreased three percent compared to the three months ended June 30, 2025. Excluding the effect of currency translation, net sales decreased three percent, primarily due to lower North America sales volume, which decreased sales by five percent, partially offset by higher net selling prices across the entire company, which increased sales by one percent, and higher International sales volume, which increased sales by one percent.
Our net sales for the six months ended June 30, 2026, were $3,910 million, which increased two percent compared to the six months ended June 30, 2025. Excluding the effect of currency translation, net sales were consistent with the comparative prior period, primarily due to higher net selling prices across the entire company, which increased sales by three percent, offset by lower North America sales volume, which decreased sales by three percent.
RESULTS OF OPERATIONS
Below is a summary of our results of operations for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable / (Unfavorable) | 2026 | 2025 | Favorable / (Unfavorable) | ||||||||||||||||||||||||||||||
Net sales | $ | 1,992 | $ | 2,051 | (3) | % | $ | 3,910 | $ | 3,852 | 2 | % | |||||||||||||||||||||||
Cost of sales | (1,124) | (1,278) | 12 | % | (2,356) | (2,435) | 3 | % | |||||||||||||||||||||||||||
| Gross profit | $ | 868 | $ | 772 | 12 | % | $ | 1,553 | $ | 1,416 | 10 | % | |||||||||||||||||||||||
| Gross margin | 43.6 | % | 37.6 | % | 600 bps | 39.7 | % | 36.8 | % | 290 bps | |||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | (397) | $ | (361) | (10) | % | $ | (766) | $ | (719) | (7) | % | |||||||||||||||||||||||
Selling, general and administrative expenses as a percent of net sales | (19.9) | % | (17.6) | % | (230) bps | (19.6) | % | (18.7) | % | (90) bps | |||||||||||||||||||||||||
| Operating profit | $ | 470 | $ | 412 | 14 | % | $ | 787 | $ | 698 | 13 | % | |||||||||||||||||||||||
| Operating profit margin | 23.6 | % | 20.1 | % | 350 bps | 20.1 | % | 18.1 | % | 200 bps | |||||||||||||||||||||||||
17
Three Months Ended June 30, 2026
Our gross profit for the three months ended June 30, 2026, was $868 million, an increase of 12 percent, and was positively impacted by lower tariff costs (inclusive of IEEPA tariff refunds), cost savings initiatives, and three percent due to higher net selling prices, partially offset by five percent due to lower sales volume, as well as higher commodity costs, an increase in other expenses, and unfavorable sales mix.
Our selling, general and administrative expenses for the three months ended June 30, 2026, were $397 million, an increase of 10 percent, and were negatively impacted by six percent due to increased employee-related costs and one percent due to increased legal and professional fees, as well as an increase in other expenses.
Our operating profit for the three months ended June 30, 2026, was $470 million, an increase of 14 percent, and was positively impacted by increased gross profit, partially offset by higher selling, general and administrative expenses. These results were inclusive of the net tariff benefit from IEEPA tariff refunds of approximately $95 million for the three months ended June 30, 2026, principally within the Plumbing Products segment.
Six Months Ended June 30, 2026
Our gross profit for the six months ended June 30, 2026, was $1,553 million, an increase of 10 percent, and was positively impacted by eight percent due to higher net selling prices, as well as lower tariff costs (inclusive of IEEPA tariff refunds) and cost savings initiatives, partially offset by three percent due to lower sales volume, as well as higher commodity costs, an increase in other expenses, and unfavorable sales mix.
Our selling, general and administrative expenses for the six months ended June 30, 2026, were $766 million, an increase of seven percent, and were negatively impacted by two percent due to increased employee-related costs, two percent due to unfavorable foreign currency translation, one percent due to increased legal and professional fees, as well as an increase in other expenses.
Our operating profit for the six months ended June 30, 2026, was $787 million, an increase of 13 percent, and was positively impacted by increased gross profit, partially offset by higher selling, general and administrative expenses. These results were inclusive of the net tariff benefit from IEEPA tariff refunds of approximately $95 million for the six months ended June 30, 2026, principally within the Plumbing Products segment.
OTHER INCOME (EXPENSE), NET
Below is a summary of our other income (expense), net, in millions, for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable / (Unfavorable) | 2026 | 2025 | Favorable / (Unfavorable) | ||||||||||||||||||||||||||||||
| Interest expense | $ | (28) | $ | (26) | (8) | % | $ | (54) | $ | (52) | (4) | % | |||||||||||||||||||||||
| Other, net | (2) | (7) | 71 | % | (2) | (14) | 86 | % | |||||||||||||||||||||||||||
Other income (expense), net | $ | (30) | $ | (33) | 9 | % | $ | (55) | $ | (66) | 17 | % | |||||||||||||||||||||||
18
INCOME TAXES
Below is a summary of our income tax expense, in millions, and our effective tax rate for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable / (Unfavorable) | 2026 | 2025 | Favorable / (Unfavorable) | ||||||||||||||||||||||||||||||
| Income tax expense | $ | (107) | $ | (95) | (13)% | $ | (170) | $ | (150) | (13)% | |||||||||||||||||||||||||
| Effective tax rate | (24.3) | % | (25.1) | % | 80 bps | (23.3) | % | (23.7) | % | 40 bps | |||||||||||||||||||||||||
NET INCOME AND INCOME PER COMMON SHARE - ATTRIBUTABLE TO MASCO CORPORATION
Below is a summary of our net income, in millions, and diluted income per common share for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable / (Unfavorable) | 2026 | 2025 | Favorable / (Unfavorable) | ||||||||||||||||||||||||||||||
| Net income | $ | 318 | $ | 270 | 18 | % | $ | 531 | $ | 456 | 16 | % | |||||||||||||||||||||||
| Diluted income per common share | $ | 1.60 | $ | 1.28 | 25 | % | $ | 2.64 | $ | 2.15 | 23 | % | |||||||||||||||||||||||
Business Segment Results
The following tables set forth our net sales and operating profit information by business segment, dollars in millions.
| Three Months Ended June 30, | Percent Change | Six Months Ended June 30, | Percent Change | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 vs. 2025 | 2026 | 2025 | 2026 vs. 2025 | ||||||||||||||||||||||||||||||
| Net Sales: | |||||||||||||||||||||||||||||||||||
| Plumbing Products | $ | 1,337 | $ | 1,372 | (3) | % | $ | 2,700 | $ | 2,618 | 3 | % | |||||||||||||||||||||||
| Decorative Architectural Products | 655 | 679 | (4) | % | 1,209 | 1,234 | (2) | % | |||||||||||||||||||||||||||
| Total | $ | 1,992 | $ | 2,051 | (3) | % | $ | 3,910 | $ | 3,852 | 2 | % | |||||||||||||||||||||||
| Three Months Ended June 30, | Percent Change | Six Months Ended June 30, | Percent Change | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 vs. 2025 | 2026 | 2025 | 2026 vs. 2025 | ||||||||||||||||||||||||||||||
Operating Profit: | |||||||||||||||||||||||||||||||||||
| Plumbing Products | $ | 352 | $ | 285 | 24 | % | $ | 595 | $ | 509 | 17 | % | |||||||||||||||||||||||
| Decorative Architectural Products | 147 | 147 | — | % | 251 | 236 | 6 | % | |||||||||||||||||||||||||||
| Total | $ | 499 | $ | 432 | 16 | % | $ | 847 | $ | 745 | 14 | % | |||||||||||||||||||||||
| General corporate expense, net | (29) | (20) | 45 | % | (60) | (47) | 28 | % | |||||||||||||||||||||||||||
| Total operating profit | $ | 470 | $ | 412 | 14 | % | $ | 787 | $ | 698 | 13 | % | |||||||||||||||||||||||
19
The following discussion of business segment results refers to the three and six months ended June 30, 2026, compared to the same periods of 2025. Changes in operating profit in the following business segment results discussion exclude general corporate expense, net.
BUSINESS SEGMENT RESULTS DISCUSSION
Plumbing Products
Sales
Net sales in the Plumbing Products segment decreased three percent for the three months ended June 30, 2026, and net sales increased three percent for the six months ended June 30, 2026. In local currencies (including sales in currencies outside their respective functional currencies), net sales decreased three percent for the three months ended June 30, 2026, and increased one percent for the six months ended June 30, 2026. For the three months ended June 30, 2026, net sales decreased four percent due to lower North America sales volume, partially offset by one percent due to higher International sales volume and slightly higher net selling prices. For the six months ended June 30, 2026, net sales increased three percent due to higher net selling prices, partially offset by two percent due to lower North America sales volume.
Operating Results
Operating profit in the Plumbing Products segment for the three and six months ended June 30, 2026, was positively impacted by lower tariff costs (inclusive of IEEPA tariff refunds), cost savings initiatives, and higher net selling prices, partially offset by lower sales volume, higher commodity costs, unfavorable sales mix, increased employee-related costs, and an increase in other expenses.
Decorative Architectural Products
Sales
Net sales in the Decorative Architectural Products segment decreased four percent and two percent for the three and six months ended June 30, 2026, respectively, primarily due to lower sales volume, partially offset by higher net selling prices.
Operating Results
Operating profit in the Decorative Architectural Products segment for the three and six months ended June 30, 2026, was positively impacted by higher net selling prices and cost savings initiatives, offset by lower sales volume and higher commodity costs.
Liquidity and Capital Resources
Overview of Capital Structure
We had cash and cash investments of approximately $548 million and $647 million at June 30, 2026 and December 31, 2025, respectively. Our cash and cash investments consist of overnight interest bearing money market demand accounts and money market mutual funds containing government securities and treasury obligations. While we attempt to diversify these investments in a prudent manner to minimize risk, it is possible that future changes in the financial markets could affect the security or availability of these investments. Of the cash and cash investments we held at June 30, 2026 and December 31, 2025, $316 million and $306 million, respectively, was held in our foreign subsidiaries. If these funds were needed for our operations in the U.S., their repatriation into the U.S. would not result in significant additional U.S. income tax or foreign withholding tax, as we have recorded such taxes on substantially all undistributed foreign earnings, except for those that are legally restricted.
20
We believe that our present cash balance and cash flows from operations, and borrowing availability under our revolving credit agreement, are sufficient to fund our near-term working capital and other investment needs. We believe that our longer-term working capital and other general corporate requirements will be satisfied through cash flows from operations and, to the extent necessary, from bank borrowings and future financial market activities. However, due to the changing market conditions and its impact on our customers and suppliers, we are unable to fully estimate the extent of the impact that the changing market conditions may have on our future financial condition.
Credit Agreement
On March 20, 2026, we entered into a revolving credit agreement (the “2026 Credit Agreement”) with an aggregate commitment of $1.0 billion and a maturity date of March 20, 2031. At our request (which may not be exercised more than two times), the maturity may be extended for an additional one-year period, in each case subject to customary terms and conditions, including the consent of lenders holding at least a majority of the commitments and outstanding credit exposure under the 2026 Credit Agreement at the time. Upon entry into the 2026 Credit Agreement, our credit agreement dated April 26, 2022, with an aggregate commitment of $1.0 billion, was terminated.
Under the 2026 Credit Agreement, we may, at our option, request an increase in the aggregate commitment under the 2026 Credit Agreement of up to $500 million, subject to customary terms and conditions. See Note F to the condensed consolidated financial statements for additional information.
The 2026 Credit Agreement contains financial covenants requiring us to maintain (A) a net leverage ratio, as adjusted for certain items, not exceeding 4.0 to 1.0, and (B) an interest coverage ratio, as adjusted for certain items, not less than 2.5 to 1.0. We were in compliance with all covenants and no borrowings were outstanding at June 30, 2026.
Term Loan
On April 21, 2026, we entered into a two year, up to $500 million senior unsecured delayed draw term loan due April 21, 2028 with a syndicate of lenders. The senior unsecured delayed draw term loan and commitments thereunder are subject to prepayment at our option and the loans will bear interest, at our option, at a rate per annum equal to (A) a U.S. dollar base rate, (B) the adjusted term SOFR rate, or (C) the adjusted daily simple SOFR rate, in each case, plus an applicable margin based upon our then-applicable corporate credit ratings. The various benchmarks are subject to applicable floors. The covenants are substantially the same as those in the 2026 Credit Agreement. We were in compliance with all covenants and $300 million was borrowed and outstanding at a weighted average interest rate of 4.499% at June 30, 2026. The borrowed funds were utilized to repurchase shares of our common stock.
Other Liquidity and Capital Resource Activities
As part of our ongoing efforts to improve our cash flow and related liquidity, we work with suppliers to optimize our terms and conditions, including extending payment terms. We also facilitate a voluntary supply chain finance program (the "program") to provide certain of our suppliers with the opportunity to sell receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. The amounts confirmed as valid under the program and included in accounts payable were $39 million and $26 million at June 30, 2026 and December 31, 2025, respectively. Of the amounts confirmed as valid under the program, the amounts owed to participating financial institutions were $19 million and $17 million at June 30, 2026 and December 31, 2025, respectively. All payments made under the program are recorded as a decrease in accounts payable and accrued liabilities, net, in our condensed consolidated statements of cash flows. A downgrade in our credit rating or changes in the financial markets could limit the financial institutions’ willingness to commit funds to, and participate in, the program. We do not believe such risk would have a material impact on our working capital or cash flows, as substantially all of our payments are made outside of the program.
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Share Repurchases
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. 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. In total, excluding the incremental shares we received in July 2026 from the accelerated share repurchase transaction, we repurchased and retired approximately 7.8 million shares of our common stock in the six months ended June 30, 2026 for approximately $596 million, inclusive of excise tax of $5 million. This included 0.4 million shares to offset the dilutive impact of restricted stock units granted in the six months ended June 30, 2026. At June 30, 2026, we had approximately $1.5 billion remaining under the 2026 authorization. Consistent with our long-term capital allocation strategy, outside of any potential acquisitions, we currently anticipate using approximately $1.0 billion of cash, including funds available under the term loan, for share repurchases in 2026.
Cash Flows
For the six months ended June 30, 2026, net cash provided by operations was $417 million, primarily driven by operating profit, inclusive of the net tariff benefit from IEEPA tariff refunds, partially offset by changes in working capital.
For the six months ended June 30, 2026, net cash used for financing activities was $433 million, primarily due to $592 million for the repurchase and retirement of our common stock and $129 million for the payment of cash dividends, partially offset by $300 million of proceeds from the term loan.
For the six months ended June 30, 2026, net cash used for investing activities was $78 million, primarily driven by $77 million of capital expenditures.
22
Cautionary Statement Concerning Forward-Looking Statements
This Report contains statements that reflect our views about our future performance and constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "outlook," "believe," "anticipate," "appear," "may," "will," "should," "intend," "plan," "estimate," "expect," "assume," "seek," "forecast," and similar references to future periods. Our views about future performance involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. We caution you against relying on any of these forward-looking statements.
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, 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 workforce, risks associated with cybersecurity vulnerabilities, threats and attacks and risks associated with our reliance on information systems and technology.
These and other factors are discussed in detail in Item 1A. "Risk Factors" in our most recent Annual Report on Form 10-K, as well as in other filings we make with the Securities and Exchange Commission. Any forward-looking statement made by us speaks only as of the date on which it was made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Unless required by law, we undertake no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise.
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| MASCO CORPORATION | |||||
| Item 4. | |||||
| CONTROLS AND PROCEDURES | |||||
a.Evaluation of Disclosure Controls and Procedures.
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 June 30, 2026, the Company's disclosure controls and procedures were effective.
b. Changes in Internal Control over Financial Reporting.
In connection with the evaluation of the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2026, 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.
24
MASCO CORPORATION
PART II. OTHER INFORMATION
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:
| Period | Total Number Of Shares Purchased | Average Price Paid Per Common Share | Total Number Of Shares Purchased As Part Of Publicly Announced Plans or Programs | Maximum Value Of Shares That May Yet Be Purchased Under The Plans Or Programs | ||||||||||||||||||||||
| 4/1/26 - 4/30/26 | 1,113,062 | $ | 62.90 | 1,113,062 | $ | 1,790,968,944 | ||||||||||||||||||||
| 5/1/26 - 5/31/26 | ||||||||||||||||||||||||||
| Open market purchases | 282,359 | $ | 70.84 | 282,359 | $ | 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 quarter | 4,731,070 | 4,731,070 | $ | 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 terminated
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MASCO CORPORATION
PART II. OTHER INFORMATION, Continued
Item 6. Exhibits
| Severance and Release Agreement dated April 16, 2026 between Masco Corporation and Jai Shah. | ||||||||
| Certification by Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. | ||||||||
| Certification by Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. | ||||||||
| Certifications 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. | ||||||||
| 101 | The 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. | |||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). | |||||||
26
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
27
Exhibit 10 1 TRANSITION AND SEVERANCE AGREEMENT AND RELEASE OF ALL LIABILITY This Transition and Severance Agreement and Release of All Liability (“Agreement”) is made as of April 16, 2026, between Jai Shah (“Employee”) and Masco Corporation, with a business address of 17450 College Parkway, Livonia, MI 48152 (“Masco”) (collectively, the “Parties”). INTRODUCTION A. Employee’s last day of work is anticipated to be on July 3, 2026; provided, however, Masco or Employee may elect to end Employee’s employment prior to that date subject to the terms below. The date Employee last performs work for Masco is the “Separation Date.” B. Pursuant to this Agreement, Employee is eligible for certain payments and benefits as described herein (the “Severance Benefits”). C. Employee has had the opportunity to review this Agreement, has been encouraged to consult with legal counsel, if desired, in order to understand the potential rights or remedies that will be waived and released upon Employee’s execution of this Agreement. D. Employee and Masco, without any admission of liability, desire to settle with finality, compromise, dispose of, and release all claims and demands of Employee which have been or could be asserted, whether arising out of Employee’s employment, the termination of Employee’s employment, or otherwise, as set forth herein. AGREEMENT In exchange for the consideration and mutual promises identified below (the adequacy and sufficiency of which being duly acknowledged), Employee and Masco agree as follows: 1. Transition Employment. a. Employee agrees to continue to work for Masco on a “Full-Time Basis” (as defined below) through the Separation Date as its Group President. Employee agrees that through the Separation Date, Employee will, on a “Full-Time Basis,” be engaged and perform his duties and other duties as may be reasonably requested by Masco’s CEO (together, the “Transition Services”). Employee agrees to comply with all Masco policies, rules and procedures, as amended from time to time. Through the Separation Date, Employee will continue to receive the base salary and benefits he is receiving as of the Agreement Date, subject to all required withholdings and payable in accordance with Masco’s standard payroll practices. For the purposes of this Agreement, “Full-Time Basis” means that Employee may not become employed by, provide consulting services to or otherwise perform work for any other person or entity. b. Employee acknowledges and agrees that he must remain employed by Masco through July 3, 2026, unless advance written permission is provided by Masco. If Employee resigns without Masco’s written permission, gives notice to terminate his employment, or is terminated for cause (as reasonably determined by Masco, which includes not successfully completing the Transition Services) prior to July 3, 2026, Employee will not be eligible for the Severance Benefits.
Exhibit 10 2 c. Employee acknowledges and agrees that effective on the Separation Date, he will cease to serve as an officer of Masco, and as an officer and/or director of any Masco subsidiary. 2. Severance Benefits. As consideration for Employee entering into this Agreement, complying with its terms, including, but not limited to, completing the Transition Services, signing this Agreement and signing the Supplemental Employee Release after the Separation Date, and not revoking same, Employee shall receive the following “Severance Benefits”, subject to approval by Masco’s Compensation and Talent Committee, via direct deposit to the last account to which Employee’s salary was paid unless Employee designates another account in accordance herewith: a. A cash payment of $1,206,000.00, less applicable deductions and withholdings, to be paid in one lump sum within 15 days of the Effective Date (as defined below) of this Agreement; b. A cash payment, which is equivalent to Employee’s target 2026 annual cash bonus (the amount at target being $516,771.00), prorated to reflect the number of days Employee was employed by Masco during 2026 through the Separation Date and subject to actual performance. Such payment, if any, shall be paid in February 2027; c. A cash payment of $194,000.00, less applicable deductions and withholdings, which is approximately equivalent to Employee’s target 2026 annual restricted stock unit grant, prorated to reflect the number of days Employee was employed by Masco during 2026 through the Separation Date. Such payment will be paid in one lump sum within 15 days of the Effective Date of this Agreement; d. A cash payment of $25,000.00, less applicable deductions and withholdings, to be paid in one lump sum within 15 days of the Effective Date of this Agreement. Employee may or may not use these monies to pay for COBRA benefits; e. A share award under the long-term incentive plan (“LTIP”) for 2024-2026, prorated to reflect the number of months Employee was employed by Masco during the applicable performance period through the Separation Date; such share award shall be calculated based on the target opportunity and base salary set forth in Employee’s LTIP agreement; provided that such award shall be subject to achievement of the established performance goals for the LTIP. An LTIP award, if any, shall be made in February 2027; and f. Pursuant to the March 5, 2025 retention incentive agreement between Employee and Masco and the Retention Restricted Stock Unit Award Agreement with a grant date of March 6, 2025, the Parties contemplated Employee vesting 10,115 Restricted Stock Units (the “Retention RSUs”) if he remained employed through March 6, 2027. The Parties agree and acknowledge that Employee is not entitled to and is forfeiting those RSUs. However, Masco agrees to provide Employee with a cash payment, less any applicable deductions and withholdings, equivalent to the value of the Retention RSUs, which value will be determined based on the closing price of Masco’s stock on March 6, 2027. Such payment will be made by March 31, 2027. 3. Employee’s Continuing Obligations. a. Release. Employee, individually, and on behalf of Employee’s heirs, executors, administrators, successors and assigns, releases and forever discharges Masco, its parents, subsidiaries, affiliates, divisions, and, as to each of the aforementioned, their
Exhibit 10 3 respective successors, predecessors, assigns, insurers, past and present owners, officers, directors, agents, current and former employees and independent contractors, all others for whom the Parties released herein may be vicariously or otherwise liable, the attorneys and legal representatives of all those released herein, as well as the agents and employees of those attorneys and legal representatives, and any and all other persons, firms, companies, corporations and other legal entities (collectively referred to as the “Masco Releasees”), of and from all claims, demands, actions, causes of action, statutory rights, debts, suits, contracts, agreements, and liabilities of any kind, nature or description, direct or indirect, in law or in equity, in contract or in tort or otherwise, which Employee ever had or which Employee now has or hereafter can, shall or may have, against any of the Masco Releasees, for or by reason of any matter, cause, or thing whatsoever up to the date the Employee executes this Agreement, whether known or unknown, suspected or unsuspected at the present time, or which may be based upon pre-existing acts, claims or events occurring at any time up to the present date which may or have resulted in damages, including, without limitation, all direct or indirect claims either for direct or consequential damages of any kind whatsoever and rights or claims arising under any and all federal, state or local statutes, ordinances and/or laws, including without limitation Title VII of the Civil Rights Act of 1964 (“Title VII”), the Equal Pay Act (“EPA”), the Pregnancy Discrimination Act (“PDA”), the Genetic Information Nondiscrimination Act (“GINA”), the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Family and Medical Leave Act (“FMLA”), the Americans with Disabilities Act (“ADA”), all claims under applicable state civil rights statutes, and all other claims and rights, whether in law or equity. It is the intention of the Parties that this general release by Employee will be construed as broadly as possible, subject to the express limitations set forth below. Nothing in this Agreement, however, prohibits or prevents Employee from filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblower action or other proceeding, which cannot be waived, before any federal, state or local government agency (e.g., EEOC, NLRB, SEC, etc.), nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, Employee’s rights and abilities to contact, communicate with, report matters to or otherwise participate in any whistleblower program administered by any such agencies. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Notwithstanding the above, Employee is not waiving: (a) Employee’s right to make claims arising out of any acts or omissions of the Masco Releasees after the date Employee executes this Agreement; (b) any claim to vested amounts, benefits or entitlements under Masco’s or its affiliates benefit plans, including, without limitation, under any defined contribution or defined benefit pension plan, supplemental executive retirement plan, benefits restoration plan; (c) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification (including related advancement of expenses) under Masco’s or any of its affiliates’ organizational documents, an indemnification agreement with Masco, any of its affiliates, or otherwise; (d) any claim to amounts owed or benefits provided under this Agreement (subject to its terms); or (e) Employee’s rights as an equity or security holder in Masco or its affiliates. b. Medicare Waiver. Employee affirms that, as of the date Employee signs this Agreement and the Supplemental Employee Release: (1) Employee is not Medicare eligible (i.e., is not 65 years of age or older; is not suffering from end-stage renal failure;
Exhibit 10 4 has not received Social Security Disability Insurance benefits for 24 months or longer, etc.); or (2) if eligible, Employee has no outstanding claims for Medicare benefits. Employee agrees to reasonably cooperate with Masco upon request with respect to any claim the Centers for Medicare & Medical Services may make. Further, Employee agrees to waive any and all future actions against Masco for any private cause of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A), except as set forth in Paragraph 3.h. below. The release contained herein will not release or otherwise affect the Parties’ rights and obligations arising under this Agreement. c. Past Agreements Continue. This Agreement does not release Employee of any ongoing obligations owed to Masco pursuant to the following agreements previously entered into with Masco: i. Dispute Resolution Policy (DRP). Any dispute Employee might have against Masco Releasees, arising out of the terms of this Agreement or otherwise, will be resolved solely by use of the Dispute Resolution Policy, the terms of which are incorporated into this Agreement. By signing this Agreement, Employee certifies that Employee has had an opportunity to review the DRP and that Employee has signed an acknowledgement of receipt of that document. ii. Proprietary Confidential Information and Invention Assignment Agreement. Except as set forth in Paragraph 3.h. below, Employee agrees to comply with the Proprietary Confidential Information and Invention Assignment Agreement. That Proprietary Confidential Information and Invention Assignment Agreement, a copy of which has been provided to Employee, shall continue in full force and effect. As of the date Employee signs the Supplemental Employee Release, Employee certifies that all confidential, proprietary or trade secret information has been returned as required by the Proprietary Confidential Information and Invention Assignment Agreement. iii. Terms and Conditions of Equity Awards. Pursuant to the 2014 Masco Corporation Long Term Stock Incentive Plan, the 2024 Masco Corporation Long Term Stock Incentive Plan, and the terms and conditions of all restricted stock unit (“RSU”) awards, performance RSU (“PRSU”) awards and option grants made to Employee, Employee continues to be bound by the obligations described therein. d. Return of Property. Subject to the following sentence, Employee agrees to return, on or before the Separation Date, any and all Masco property still in Employee’s possession (including any and all property of its affiliates) of whatsoever kind and character, including, without limitation, keys, documents, computer software and hardware, discs and media, and policy and procedures manuals. However, Employee may retain copies of this Agreement, any document referenced in this Agreement and any other agreement, plan, program, policy, or arrangement related to Employee’s compensation, benefits, or terms of employment with Masco and its affiliates, as well as contact information for Employee’s personal and professional contacts (whether or not stored on Masco or its affiliates’ computer systems or other devices); provided that Employee only uses such information consistent with his ongoing obligations to Masco.
Exhibit 10 5 e. Cooperation With Masco Releasees. Employee agrees that, in the defense or prosecution of any pending or future claim involving the Masco Releasees, Employee will make himself available at reasonable times for the purpose of consultation, discovery and providing testimony. Employee will at all times be candid, honest, and forthright in discharging the duties contemplated by this Paragraph. If it becomes necessary for the Masco Releasees to obtain the cooperation of Employee as contemplated herein, the Masco Releasees will: (i) in good faith reasonably accommodate Employee’s personal and work schedules; and (ii) reimburse Employee within five (5) days of its receipt of an invoice for reasonable expenses incurred by Employee in connection with providing support and cooperation pursuant to this Agreement. f. Non-Cooperation With Others. Except to the extent permitted by applicable law or Paragraph 3.h., Employee shall not encourage or, except as required by law, provide any information about the business, products, or employees of the Masco Releasees to any person or entity to assert, maintain, or prosecute a claim or litigation against the Masco Releasees or its officers, directors, or employees. Employee further agrees that, if approached informally or subpoenaed by any person, company, attorney, or agent for any person or entity other than the Masco Releasees, at any time regarding any matter, currently litigated or otherwise, involving the Masco Releasees, its employees, its products, or its business, Employee will give prompt notice to the General Counsel of Masco Corporation, 17450 College Parkway, Livonia, MI 48152 via email or otherwise. Masco shall reimburse Employee within five (5) days of its receipt of an invoice for any reasonable expense incurred in connection with such notification. g. No Disparagement. Except as set forth in Paragraph 3.h. below, Employee agrees not to criticize, disparage, or otherwise demean in any way Masco or its affiliates or their respective products, officers, directors or employees. This includes, but is not limited to, directly or indirectly providing disparaging comments to the media or disseminating them electronically, such as on any website or blog. h. Employee Protection. Notwithstanding anything to the contrary herein, Employee understands that nothing in this Agreement or otherwise restricts or prohibits Employee from: (i) initiating communications directly with, responding to any inquiries from, providing testimony before, or providing information concerning this Agreement; (ii) reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Securities Exchange Commission (“SEC”); or (iii) making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Company may not retaliate against the Employee for any of these activities, and nothing in this Agreement or otherwise requires Employee to waive any monetary award or other payment that Employee might become entitled to from the SEC or any other government agency or entity pursuant to this Paragraph 3.h. Nothing in this Agreement or otherwise requires Employee to disclose any communications Employee may have had or may in the future have or information Employee may have had or may in the future have provided to the SEC or any other government agency or entity regarding possible legal violations. Additionally, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (a) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (b) in a complaint
Exhibit 10 6 or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to the individual’s attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b). i. Disclosure of Known Claims. Employee represents and warrants that Employee has disclosed to Masco any and all facts within Employee’s knowledge concerning any actual or potential claim against Masco, including, but not limited to, any and all claims arising out of federal, state, or local law, or any claim resulting in or from a loss, theft, or fraud against Masco, except with respect to claims set forth in Paragraph 3.h. above. j. No Actions Filed. Employee represents that Employee has not filed any action, charge, suit, or claim against Masco with any federal, state, or local agency or court, and has not initiated any mediation or arbitration proceeding, except with respect to any action or otherwise set forth in Paragraph 3.h. above. Employee further agrees that Employee shall not receive or be entitled to any monetary damages, recovery, and/or relief of any type in connection with any charge, administrative action, or legal proceeding pursued by Employee, by any governmental agency, person, group, or entity regarding and/or relating to any claim(s) released pursuant to this Agreement, except with respect to any charge or otherwise set forth in Paragraph 3.h. above. k. Consequence of Employee’s Breach. Employee acknowledges and agrees that, if Employee breaches any obligation under this Agreement, Masco may immediately terminate any remaining payments and the provision of any other benefits that might otherwise be required by this Agreement. Any such termination by Masco shall not impair the validity or enforceability of the release provision of this Agreement. l. Additional Relief. Employee acknowledges and agrees that Masco’s remedy at law for a breach or threatened breach of any of the following provisions of this Agreement: Employee’s Continuing Obligations, Disclosure of Known Claims, No Disparagement, Non-Disclosure, Proprietary Confidential Information and Invention Assignment Agreement, Cooperation with Masco, and Non-Cooperation with Others would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach of any of these provisions, Employee agrees that, in addition to its remedy at law, and at Masco’s option, all rights of Employee under Paragraph 2 of this Agreement may be terminated, and Masco shall be entitled without posting any bond to obtain, and Employee agrees not to oppose a request for, equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Employee acknowledges that the granting of a temporary injunction, temporary restraining order or permanent injunction merely prohibiting the use of Proprietary Information would not be an adequate remedy upon breach or threatened breach hereof, and consequently agrees upon any such breach or threatened breach to the granting of injunctive relief prohibiting the design, development, manufacture, marketing or sale of products and providing of services of the kind designed, developed, manufactured, marketed, sold or provided by Masco or its affiliates as of the date of this Agreement.
Exhibit 10 7 Nothing herein contained shall be construed as prohibiting Masco from pursuing, in addition, any other remedies available to it for such breach or threatened breach. m. Remedies Cumulative. Employee acknowledges and agrees that the rights and remedies given to Masco in this Agreement shall be deemed cumulative, and the exercise of one such remedy shall not operate to bar the exercise of any other rights and remedies reserved to Masco or available at law or in equity. n. Employee Acknowledgments. Employee specifically represents, warrants, and confirms that, except as provided in clause (b) of this paragraph, up to the date Employee signs this Agreement, Employee: (a) has been properly paid for all hours worked for Masco; (b) has received all bonuses and other compensation due to Employee; and (c) has not engaged in any unlawful conduct relating to the business of Masco. 4. Miscellaneous Provisions. a. Termination of Welfare Benefit and Pension Plans. As of the Separation Date, Employee shall cease to be an active participant under Masco’s welfare benefit and pension plans (or the plans of any of Masco’s affiliates) pursuant to the terms of those plans, and no additional benefits shall accrue to Employee. Employee waives any claim to such accrual of benefits beyond the Separation Date. b. ADEA Notices and Acknowledgment. Employee acknowledges that Employee has carefully read this Agreement and fully understands its contents. Prior to signing this Agreement, Employee has been advised in writing hereby and has had an opportunity to consult with Employee’s attorney of choice concerning the terms and conditions of this Agreement, which contains a release of any and all rights Employee may have to pursue claims against any of the Masco Releasees, from the beginning of time up to the date Employee signs this Agreement, including without limitation, all ADEA and OWBPA claims. c. Time for Acceptance. Employee has twenty-one days during which to consider this offer. Employee is not required to, but may, accept this Agreement by signing and dating it within twenty-one days. If Employee does not execute this Agreement within twenty-one days, then Masco’s offer of this Agreement will be revoked, and it shall be deemed null and void. d. Revocation/ Effective Date/Notices. Employee understands that Employee may revoke this Agreement for a period of seven calendar days following the execution of this Agreement. In addition, Employee understands that Employee may revoke the Supplemental Employee Release for a period of seven calendar days following the execution of that document. Therefore, the “Effective Date” for purposes of this Agreement will be the eighth calendar day after Employee signs and dates the Supplemental Employee Release. Employee further understands that, to be effective, any revocation must be in writing and received within seven calendar days of the date on which Employee signs and dates this Agreement or the Supplemental Employee Release, and the revocation notice must be addressed to General Counsel, Masco Corporation, 17450 College Parkway, Livonia, MI 48152 or sent via email to Kenneth Cole at ken_cole@mascohq.com. If revocation is by mail, Employee should send it by certified mail, return receipt requested in order to create proof of receipt. All other notices hereunder by: (i) Masco to Employee shall be delivered to him at [REDACTED]; and (ii) Employee to Masco shall be delivered at the General Counsel of Masco at the foregoing address or the foregoing email address, or to such other
Exhibit 10 8 address or person as Masco or Employee may designate by notice hereunder to the other. e. Withholding and Payroll Taxes. Any and all payments to Employee under this Agreement are subject to applicable withholding and payroll taxes. f. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. g. Venue. The Parties agree that any dispute may only be commenced in the office of the American Arbitration Association nearest Livonia, Michigan. h. Entire Agreement. This Agreement, together with the other documents referenced herein, contains the Parties’ entire agreement relating to its subject matter and supersedes and replaces all other agreements and/or understandings between the Parties relating to its subject matter, except as otherwise specifically stated herein; provided however, that the agreements identified in Paragraph 3.c. of this Agreement shall continue in full force and effect as provided in a manner consistent with Paragraph 3.c., as shall those terms in any and all other agreements, which by their terms survive the termination of employment. i. Modifications. This Agreement may not be modified except by a subsequent written agreement, executed by both Parties, which specifically evidences an intent to modify the terms of this Agreement. Employee reaffirms Employee’s agreement to comply with all such ongoing obligations. The terms of this Agreement are contractual and not a mere recital. j. No Oral Representations. Employee represents that no promise, inducement or agreement has been made between the Parties regarding the subject matter of this agreement other than those specifically set forth in this Agreement, and that he has not relied on any oral statements of Masco or its representatives in deciding to sign this Agreement. k. Knowing and Voluntary. Employee represents that he fully understands the terms of this Agreement and is executing this Agreement voluntarily. l. Severability. If any portion of this Agreement is ruled unenforceable, all remaining provisions shall remain valid and in effect. m. Waiver of Breach. The waiver by Masco of any breach of any provision of this Agreement shall not be construed or considered as a waiver of any subsequent breach. n. Headings. The headings of each Paragraph are for convenience only and shall not affect the meaning or intent of any provision of this Agreement. o. Assignment. Employee’s obligations under this Agreement are not assignable, although Masco shall have the right to assign this Agreement. This Agreement shall be binding upon Employee’s executors, heirs, estate, legal representatives, beneficiaries, and other successors in interest and shall inure to the benefit of Masco and its successors and assigns. All subsidiaries, affiliates, and successors in interest of or to Masco are intended to be third party beneficiaries of this Agreement.
Exhibit 10 9 Masco Corporation By: /s/ Jennifer Stone Jennifer Stone Its: Vice President, Chief Human Resources Officer Jai Shah /s/ Jai Shah
Exhibit 10 10 Supplemental Employee Release In order to receive the Severance Benefits pursuant to Paragraph 2 of the Transition and Severance Agreement and Release of All Liability dated as of April 16, 2026 (the “Agreement”), Employee must sign this Supplemental Employee Release on or after Employee’s last day of employment with Masco. Employee hereby acknowledges and reaffirms the release and discharge of all claims against Masco Releasees contained in Paragraph 3 of the Agreement. Employee is not required to, but may, accept this Supplemental Employee Release by signing and returning it to Masco within twenty-one (21) days of Employee’s last day of employment. Employee further understands his right to revoke his acceptance as set forth in Paragraph 4(d) of the Agreement. If Employee does not sign and return this Supplemental Employee Release by the twenty-first day following the Separation Date, or revokes such acceptance, Employee will not receive any of the benefits described in the Agreement. Employee: Jai Shah /s/ Jai Shah Signature Jai Shah Print Name 7/7/2026 Date
Exhibit 31.a
MASCO CORPORATION
Certification Required by Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934
I, Jonathon J. Nudi, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Masco Corporation (“the registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: July 29, 2026 | By: | /s/ Jonathon J. Nudi | ||||||
Jonathon J. Nudi | ||||||||
| President and Chief Executive Officer | ||||||||
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Exhibit 31.b
MASCO CORPORATION
Certification Required by Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934
I, Richard J. Westenberg, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Masco Corporation (“the registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: July 29, 2026 | By: | /s/ Richard J. Westenberg | ||||||
Richard J. Westenberg | ||||||||
Vice President, Chief Financial Officer and Treasurer | ||||||||
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Exhibit 32
MASCO CORPORATION
Certification Required by Rule 13a-14(b) or 15d-14(b)
of the Securities Exchange Act of 1934 and
Section 1350 of Chapter 63 of Title 18 of the
United States Code
The certification set forth below is being submitted in connection with the Masco Corporation Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Jonathon J. Nudi, the President and Chief Executive Officer, and Richard J. Westenberg, the Vice President, Chief Financial Officer and Treasurer, of Masco Corporation, each certifies that, to the best of his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Masco Corporation.
| Date: | July 29, 2026 | /s/ Jonathon J. Nudi | ||||||||||||
| Name: | Jonathon J. Nudi | |||||||||||||
| Title: | President and Chief Executive Officer | |||||||||||||
| Date: | July 29, 2026 | /s/ Richard J. Westenberg | ||||||||||||
| Name: | Richard J. Westenberg | |||||||||||||
| Title: | Vice President, Chief Financial Officer and Treasurer | |||||||||||||
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