UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 21, 2026, Masco Corporation (the “Company”) announced that Jai Shah, Masco’s Group President, Plumbing and Wellness, will conclude service with the Company on July 3, 2026.
The Company entered into an agreement with Mr. Shah dated April 16, 2026 in connection with his conclusion of service, which provides for the following: Pursuant and subject to the agreement, Mr. Shah will be entitled to the following compensation following the conclusion of his employment: (i) a cash payment of $1,206,000; (ii) payment of a 2026 cash bonus based on his individual target opportunity and the Company’s 2026 annual performance, prorated through his last day of employment with the Company; (iii) payment of the cash equivalent of an annual restricted stock unit (“RSU”) award based on his individual target opportunity, prorated through his last day of employment with the Company; (iv) a share award under the 2024-2026 Long-Term Incentive Program (“LTIP”), if the established performance goals for the LTIP are met, and prorated to reflect the time Mr. Shah was employed during the performance period; and (v) a cash payment equal to the value of the remaining unvested RSUs under the previously-disclosed retention incentive agreement entered into on March 5, 2025 by the Company and Mr. Shah based on Company’s closing price on March 6, 2027. In addition, under the April 16, 2026 agreement, the Company and Mr. Shah agreed that he is not entitled to and has forfeited such remaining unvested RSUs under such retention incentive agreement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MASCO CORPORATION. | ||
| By: | /s/ Richard J. Westenberg | |
| Name: | Richard J. Westenberg | |
| Title: | Vice President, Chief Financial | |
| Officer and Treasurer | ||
April 21, 2026
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