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Masco Corporation outlines 2025 performance, governance and pay decisions and seeks shareholder votes at its virtual Annual Meeting on May 8, 2026. The company reports solid profitability despite a challenging macro backdrop and continued returning capital, including a 13th consecutive annual dividend increase announced in early 2026.
Jonathon J. Nudi became President and CEO in July 2025, with pay heavily weighted to long-term equity, including stock options and performance-based share units. For 2025, the annual cash bonus plan paid at 34% of target based on operating profit and net sales, while the 2023–2025 long-term incentive plan paid at 131% of target.
Masco’s 10‑member board includes nine independent directors and continues active refreshment, adding Procter & Gamble executive Gary Coombe effective January 1, 2026. Shareholders are asked to elect four directors, approve advisory say‑on‑pay, ratify the auditor, and consider charter amendments on officer liability limits, notice provisions, and special meeting rights, plus a stockholder special‑meeting proposal.
Masco Corporation is soliciting proxies for its virtual 2026 Annual Meeting to be held May 8, 2026 and mailed proxy materials on or about April 10, 2026. The proxy highlights 2025 operational execution under newly appointed CEO Jonathon J. Nudi (effective July 7, 2025), board refreshment with the addition of Gary A. Coombe (effective January 1, 2026), and continued capital returns including the 13th consecutive annual dividend increase announced in early 2026. The Compensation Committee revised the executive annual RSU program for the 2025 performance year to a forward-looking, time-based RSU that vests over three years. The proxy discloses 2025 incentive outcomes (annual cash payout at 34% of target for operating profit/net sales weighting) and details executive transition and severance arrangements for certain departing officers.
The Vanguard Group filed Amendment No. 16 to a Schedule 13G/A reporting that it beneficially owns 0 shares of Masco Corp common stock after an internal realignment. The filing states that, in accordance with SEC Release No. 34-39538 (January 12, 1998), certain Vanguard subsidiaries will report beneficial ownership separately following a January 12, 2026 realignment. The amendment is signed by Ashley Grim on 03/27/2026 and lists 0% ownership and zero voting or dispositive power.
Masco Corporation entered a new unsecured revolving credit agreement on March 20, 2026, providing aggregate commitments of $1 billion. The facility replaces and fully refinances the company’s prior 2022 credit agreement of the same size, with initial borrowings used to repay outstanding amounts and related fees.
The revolving facility, available to Masco and Masco Europe S.à r.l. in multiple currencies, includes a $500 million foreign currency sublimit and up to $25 million in letters of credit. It matures on March 20, 2031, with options for up to two one-year extensions, and includes financial covenants on leverage and interest coverage.
Masco director Lisa A. Payne reported open-market sales of a total of 16,735 shares of Masco common stock at a price of $63.66 per share. After these transactions, she holds 13,837 shares directly and 1,929 shares indirectly through a trust.
A footnote explains that Payne contributed Masco common stock to an exchange fund in return for shares of that fund, indicating part of the activity reflects a shift in how her holdings are structured rather than only a reduction in exposure.
Masco Corporation Group President Jai Shah reported a routine tax-related share disposition. On this Form 4, 4,410 shares of common stock were withheld at $63.66 per share to cover tax obligations, leaving him with 45,966 shares held directly. This was not an open-market sale.
Masco Corporation executive Richard J. Westenberg, the VP, CFO & Treasurer, reported a tax-related share disposition. On this Form 4, he transferred 6,565 shares of common stock at $71.86 per share to cover tax liabilities, and now directly holds 40,576 shares of Masco common stock.
Masco Corporation executive reports tax-related share disposition
Masco Corporation VP and Chief HR Officer Jennifer A. Stone reported a Form 4 transaction involving a tax-withholding disposition of 4,767 shares of common stock on February 25, 2026, at a price of $71.86 per share. After this administrative transaction to cover tax liabilities, she directly holds 25,433 Masco common shares.
Masco Corporation Group President Jai Shah reported a Form 4 transaction showing the disposition of 1,954 shares of common stock on February 25, 2026. The filing describes this as a tax-withholding disposition, and Shah held 50,376 shares of Masco common stock afterward.
Masco Corp director and CEO Jonathon Nudi reported a tax-related share disposition. On February 25, 2026, he transferred 2,501 shares of Masco common stock at $71.86 per share to cover tax liabilities by delivering securities rather than through an open-market sale.
After this tax-withholding disposition, he directly held 42,809 shares of Masco common stock.