MasterBrand director granted 80,185 shares in merger

MasterBrand, Inc. director Daniel T. Hendrix reported an acquisition of 80,185 shares of common stock.

Rhea-AI Filing Summary

MasterBrand, Inc. director Daniel T. Hendrix reported an acquisition of 80,185 shares of common stock. These shares were granted at a price of $0.00 per share, reflecting an equity award rather than an open-market purchase.

The award stems from the completed merger in which Maple Merger Sub, Inc., a wholly owned subsidiary of MasterBrand, merged with American Woodmark Corporation, making American Woodmark a wholly owned subsidiary of MasterBrand. At the effective time of the merger, American Woodmark common shares and certain director restricted stock units were converted into MasterBrand shares using a fixed exchange ratio of 5.150 shares of MasterBrand common stock for each American Woodmark share. Following this conversion, Hendrix directly holds 80,185 MasterBrand shares.

Insider Trade Summary

Grant/Award: 80,185 shares

Grant/Award 1 txn

Insider HENDRIX DANIEL T

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	80,185	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.01 per share — 80,185 shares (Direct)

Footnotes (2)

1. F1. On May 28, 2026, pursuant to that certain Agreement and Plan of Merger, dated August 5, 2025 (the "Merger Agreement"), by and among the issuer, Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of the issuer ("Merger Sub"), and American Woodmark Corporation, a Virginia corporation ("AMWD"), Merger Sub merged with and into AMWD with AMWD surviving as a wholly owned subsidiary of the issuer (the "Merger").
2. F2. At the effective time of the Merger (the "Effective Time"), each share of common stock of AMWD outstanding immediately prior to the Effective Time converted into the right to receive 5.150 shares of common stock of the issuer (such ratio, the "Exchange Ratio"). In addition, at the Effective Time, each restricted stock unit held by AMWD's non-employee directors converted into the right to receive a number of shares of issuer common stock equal to the number of shares of AMWD common stock subject to the restricted stock unit immediately prior to the Effective Time multiplied by the Exchange Ratio (with a cash payment in respect of any fractional shares in accordance with the Merger Agreement), less any applicable tax withholding.

Key Figures

Shares acquired: 80,185 shares Grant price: $0.00 per share Post-transaction holdings: 80,185 shares +1 more

4 metrics

Shares acquired 80,185 shares Common stock grant on May 28, 2026

Grant price $0.00 per share Equity award, not open-market purchase

Post-transaction holdings 80,185 shares Total common shares held directly after transaction

Exchange ratio 5.150 shares MasterBrand shares per American Woodmark share at merger

Key Terms

Agreement and Plan of Merger, Exchange Ratio, restricted stock unit, wholly owned subsidiary

4 terms

Agreement and Plan of Merger regulatory

"pursuant to that certain Agreement and Plan of Merger, dated August 5, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Exchange Ratio financial

"converted into the right to receive 5.150 shares of common stock of the issuer (such ratio, the "Exchange Ratio")"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

restricted stock unit financial

"each restricted stock unit held by AMWD's non-employee directors converted into the right to receive a number of shares"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

wholly owned subsidiary financial

"AMWD surviving as a wholly owned subsidiary of the issuer"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did MasterBrand (MBC) director Daniel T. Hendrix report?

Daniel T. Hendrix reported acquiring 80,185 shares of MasterBrand common stock. The acquisition was recorded at $0.00 per share, indicating an equity award or conversion rather than an open-market purchase, and left him holding 80,185 shares directly.

How did the MasterBrand (MBC) merger with American Woodmark affect Daniel Hendrix’s shares?

The merger converted American Woodmark equity into MasterBrand shares using a fixed exchange ratio. As a result, Daniel Hendrix received 80,185 MasterBrand shares, reflecting the conversion of his prior American Woodmark-related equity awards into MasterBrand common stock.

What exchange ratio was used in the MasterBrand (MBC) and American Woodmark merger?

Each share of American Woodmark common stock converted into 5.150 MasterBrand common shares. Non-employee director restricted stock units in American Woodmark were also converted using this 5.150-to-1 exchange ratio, with cash paid for any resulting fractional shares.

Did Daniel Hendrix buy MasterBrand (MBC) shares on the open market?

No, Daniel Hendrix did not buy shares on the open market. He received 80,185 MasterBrand shares at $0.00 per share as a grant or award tied to the merger-related equity conversion, rather than through an open-market purchase transaction.

What happened to American Woodmark after the merger with MasterBrand (MBC)?

American Woodmark became a wholly owned subsidiary of MasterBrand. Maple Merger Sub, a MasterBrand subsidiary, merged with American Woodmark, with American Woodmark surviving as the subsidiary, and its common stock and certain restricted stock units converting into MasterBrand shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 04:54 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

HENDRIX DANIEL T

(Last) (First) (Middle)

3300 ENTERPRISE PARKWAY

SUITE 300

(Street)

BEACHWOOD OHIO 44122

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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

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

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

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	05/28/2026		A		80,185(1)(2)	A	$0	80,185	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. On May 28, 2026, pursuant to that certain Agreement and Plan of Merger, dated August 5, 2025 (the "Merger Agreement"), by and among the issuer, Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of the issuer ("Merger Sub"), and American Woodmark Corporation, a Virginia corporation ("AMWD"), Merger Sub merged with and into AMWD with AMWD surviving as a wholly owned subsidiary of the issuer (the "Merger").

2. At the effective time of the Merger (the "Effective Time"), each share of common stock of AMWD outstanding immediately prior to the Effective Time converted into the right to receive 5.150 shares of common stock of the issuer (such ratio, the "Exchange Ratio"). In addition, at the Effective Time, each restricted stock unit held by AMWD's non-employee directors converted into the right to receive a number of shares of issuer common stock equal to the number of shares of AMWD common stock subject to the restricted stock unit immediately prior to the Effective Time multiplied by the Exchange Ratio (with a cash payment in respect of any fractional shares in accordance with the Merger Agreement), less any applicable tax withholding.

	/s/ Andrean R. Horton, Attorney-in-Fact for Daniel T. Hendrix	06/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)