MasterBrand (MBC) EVP Wanninger receives performance shares, withholds stock for taxes

Rhea-AI Filing Summary

MasterBrand EVP & Chief Operations Officer Kurt Wanninger reported equity award activity in company stock. On February 11, 2026, he acquired 42,799 shares of common stock at $0 as settlement of performance share awards that were earned at 170% of target over a three-year period and issued upon vesting.

On the same date, 18,966 shares were disposed of at $13.82 per share through a tax-withholding disposition, where shares were withheld by the company to cover withholding taxes when the award vested. After these transactions, he directly beneficially owned 219,297 shares, including restricted stock units, 401(k) holdings, and deferred shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wanninger Kurt

(Last) (First) (Middle)

3300 ENTERPRISE PARKWAY

SUITE 300

(Street)

BEACHWOOD OH 44122

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MasterBrand, Inc. [ MBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/11/2026		A		42,799(1)	A	$0	238,263	D
Common Stock, par value $0.01 per share	02/11/2026		F		18,966(2)	D	$13.82	219,297(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the settlement of performance share awards granted pursuant to Rule 16b-3 under the issuer's equity incentive plan. The awards were earned based on performance over a three-year period at 170% of target and issued upon vesting.

2. Reflects the withholding by the issuer of shares having a fair market value equal to the withholding taxes payable by the undersigned at the time the award vested and became payable, such transaction being exempt under Rule 16b-3(e).

3. Includes 35,522 restricted stock units that have not yet vested, 676 shares held in the issuer's 401(k) plan, and 40,348 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.

Remarks:

	/s/ Andrean R. Horton, attorney-in-fact for Kurt Wanninger	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did MasterBrand (MBC) report for Kurt Wanninger?

MasterBrand reported that EVP & Chief Operations Officer Kurt Wanninger received a stock award and related tax-withholding transaction. He acquired shares from performance awards and had additional shares withheld by the company to satisfy tax obligations when those awards vested and became payable.

How many MasterBrand (MBC) shares did Kurt Wanninger acquire in the Form 4?

Kurt Wanninger acquired 42,799 shares of MasterBrand common stock at $0 per share. These shares represent the settlement of performance share awards that were earned at 170% of target over a three-year performance period and issued upon vesting.

Why were 18,966 MasterBrand (MBC) shares disposed of in the filing?

The 18,966 shares were disposed of at $13.82 per share to cover taxes. The company withheld shares with a fair market value equal to the withholding taxes due when the performance awards vested, a tax-withholding disposition exempt under Rule 16b-3(e).

What is Kurt Wanninger’s total MasterBrand (MBC) share ownership after the transactions?

After the reported transactions, Kurt Wanninger beneficially owned 219,297 shares of MasterBrand common stock directly. This figure includes restricted stock units that have not yet vested, shares held in the company 401(k) plan, and shares deferred under the deferred compensation plan.

What type of equity award did Kurt Wanninger receive from MasterBrand (MBC)?

He received performance share awards granted under MasterBrand’s equity incentive plan. These awards were earned over a three-year period at 170% of target based on performance and were settled in shares of common stock upon vesting on February 11, 2026.

Is Kurt Wanninger’s share disposition in MasterBrand (MBC) an open-market sale?

The disposition is not an open-market sale. It is a tax-withholding disposition labeled with transaction code F, where MasterBrand withheld shares worth the tax liability due when the equity award vested, rather than selling shares on the open market.