MASCO CORP /DE/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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MASCO 2026| A LETTER FROM THE CHAIR OF OUR BOARD

Dear Masco Shareholders:

In 2025, Masco demonstrated disciplined execution as we advanced our strategic priorities and delivered solid financial performance. We navigated a dynamic geopolitical and macroeconomic environment and took decisive actions to prioritize growth initiatives, while generating solid adjusted operating margins and earnings per share. We continued to return capital to shareholders, including our 13th consecutive annual dividend increase announced in early 2026.

Central to our 2025 performance was our focus on innovation and the operational excellence of our approximately 18,000 employees across the globe. We are grateful for their dedication and resilience.

Our Board of Directors remained actively engaged in overseeing strategy, capital allocation and risk management throughout the year. We believe our focused portfolio of industry-leading brands and strong financial position provide a solid foundation for continued long-term value creation.

Focused on Growth and Innovation

During 2025, under the leadership of President and Chief Executive Officer, Jon Nudi, we announced a newly established Executive Committee with dual corporate and business unit representation to leverage our strengths as an enterprise, accelerate the execution of our growth strategy, drive agility and unlock value creation across our portfolio.

Building on this momentum, Jon is prioritizing innovation, brand building, enhancing digital marketing capabilities and advancinge-commerce strategies. We are confident this focus will drive growth as consumers increasingly engage across digital channels and expect greater speed, convenience and deeper knowledge of product and brand benefits.

A LETTER FROM THE CHAIR OF OUR BOARD | MASCO 2026

Ongoing Board Refreshment

We remain committed to Board refreshment, ensuring the Board’s collective expertise and perspectives remain closely aligned with our strategic objectives and sustained emphasis on growth and digital innovation. As part of these efforts, we welcomed Gary A. Coombe, Chief Executive Officer—Grooming for The Procter and Gamble Company, to the Board effective January 1, 2026.

Gary brings extensive global leadership experience, including expertise in brand building, product innovation and digital strategy. His experience leading large-scale international businesses strengthens the Board’s oversight of Masco’s strategic evolution.

On behalf of the entire Board, thank you for your support and investment in Masco. We invite you to attend Masco Corporation’s Annual Meeting of Stockholders, which will be held virtually at 8:30 a.m. Eastern Time on May 8, 2026.

Sincerely, Lisa A. Payne Chair of the Board

THIS PROXY STATEMENT AND THE ENCLOSED PROXY CARD ARE BEING MAILED OR OTHERWISE MADE AVAILABLE TO SHAREHOLDERS ON OR ABOUT APRIL 10, 2026.

MASCO 2026| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MASCO CORPORATION NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Our 2026 Annual Meeting of Stockholders will be held virtually through an audio-only webcast on May 8, 2026 at 8:30 a.m. Eastern Time. You will not be able to attend the meeting in person. Stockholders of record at the close of business on March 13, 2026 are entitled to vote at the Annual Meeting or any adjournment or postponement of the meeting. Whether or not you plan to attend the Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting by internet or by telephone, or, if you have received a mail copy of this proxy statement, by completing, signing, dating and returning your proxy card in the enclosed postage prepaid envelope. Instructions for each of these methods and the control number that you will need to vote are provided on the proxy card. You may withdraw your proxy before it is exercised by following the directions in the proxy statement. Alternatively, you may vote during the meeting.

By Order of the Board of Directors,

Kenneth G. Cole

Vice President, General Counsel and Secretary

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | MASCO 2026

Participating In Our Annual Meeting:

Online access to our virtual Annual Meeting will open at approximately 8:15 a.m. Eastern Time on May 8, 2026 at www.virtualshareholdermeeting.com/MAS2026. To access the meeting, vote and ask questions, you will need to have a valid control number. Your control number can be found on your proxy card or voting instruction form. If you encounter any difficulties accessing the meeting during thecheck-in time or during the meeting, technical support will be available to you through the meeting website. Please refer to the “2026 Annual Meeting of Stockholders” section below for further details regarding our Annual Meeting.

Questions may be submitted during the Annual Meeting by following the instructions available on the meeting website. We will answer as many stockholder questions as time permits. However, we may not respond to questions that we believe are not pertinent to the business of the meeting. Single responses to a group of substantially similar questions may be provided to avoid repetition. We ask that attendees please help us keep the proceedings orderly and follow the Annual Meeting rules of conduct that will be posted on the meeting website.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 8, 2026: THIS PROXY STATEMENT AND THE MASCO CORPORATION 2025 ANNUAL REPORT TO STOCKHOLDERS, WHICH INCLUDES THE COMPANY’S ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT:

https://www.ezodproxy.com/masco/2026

THE COMPANY WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-K, WITHOUT CHARGE, UPON A STOCKHOLDER’S WRITTEN REQUEST TO: INVESTOR RELATIONS, MASCO CORPORATION, 17450 COLLEGE PARKWAY, LIVONIA, MICHIGAN 48152.

2026 PROXY STATEMENT SUMMARY | MASCO 2026

2026 PROXY

STATEMENT SUMMARY

In 2025, despite a dynamic geopolitical and macroeconomic environment that impacted our sales and operating margin, we were able to generate solid profitability. We continued to leverage our industry-leading brands to deliver new product innovations, sharpened our focus on taking actions to drive accelerated growth and deployed our capital allocation strategy to return value to our shareholders.

OUR FINANCIAL PERFORMANCE

OUR BOARD AT-A-GLANCE

Range Of Director Tenure

The balanced tenure of our Board provides us with both fresh perspectives and deep Company and industry knowledge.

UPDATES TO OUR COMPENSATION PROGRAM

In 2025, our Compensation Committee made a modification to our executive compensation program to ensure that our program remains competitive, aligns with market practice and incentivizes our executive officers to drive long-term shareholder value. Beginning with the 2025 performance year, our annual grant of restricted stock units to our executive officers is a time-based award that is forward-looking, meaning that it rewards stock price appreciation and continuous service during the vesting period, rather than a backward-looking award that is granted following the achievement of specified performance goals.

OUR COMMITMENT TO SHAREHOLDER ENGAGEMENT

Our Board of Directors believes it is important to consider feedback from our shareholders when considering our corporate governance structure and governance practices, our executive compensation programs and our sustainability initiatives. In 2025, we continued our robust shareholder engagement program. In both the spring and the fall, we requested the opportunity to engage with shareholders holding approximately 45% of our outstanding shares. Of the shareholders with which we engaged, we discussed our Board’s CEO succession process that led to the appointment of Jonathon Nudi as our new CEO in 2025, corporate governance matters, sustainability matters, and answered questions from our shareholders.

Following our shareholder engagement, we discuss the shareholder feedback we receive with our Compensation and Talent Committee (“Compensation Committee”) and Corporate Governance and Nominating Committee (“Governance Committee”).

MASCO 2026| TABLE OF CONTENTS