MasterBrand (MBC) CEO logs tax-withholding of 6,434 shares after award vest

Rhea-AI Filing Summary

MasterBrand, Inc. CEO & President R. David Banyard reported a tax-related share disposition. On the vesting of an equity award, the issuer withheld 6,434 shares of common stock at a fair market value of $10.12 per share to cover withholding taxes. After this tax-withholding transaction, Banyard held a total of 1,361,897 shares, including 166,448 unvested restricted stock units and 446,819 shares deferred under the company’s deferred compensation plan. This was not an open-market sale but an automatic share withholding for tax purposes exempt under Rule 16b-3(e).

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Banyard R David

Role CEO & President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.01 per share	6,434	$10.12	$65K

Holdings After Transaction: Common Stock, par value $0.01 per share — 1,361,897 shares (Direct)

Footnotes (1)

1. 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). Includes 166,448 restricted stock units that have not yet vested and 446,819 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.

Form 4 Insider Transactions: What Each Field Means →

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^*

Banyard R David

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		F		6,434(1)	D	$10.12	1,361,897(2)	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. 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).

2. Includes 166,448 restricted stock units that have not yet vested and 446,819 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.

Remarks:

	/s/ Andrean R. Horton, attorney-in-fact for R. David Banyard, Jr.	03/04/2026
	** 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 did MasterBrand (MBC) CEO R. David Banyard report in this Form 4?

Banyard reported a tax-withholding disposition of shares tied to a vesting equity award. The issuer withheld shares to cover his tax liability, an automatic process rather than an open-market sale, under Rule 16b-3(e).

How many MasterBrand (MBC) shares were withheld for taxes in the transaction?

The issuer withheld 6,434 shares of MasterBrand common stock to satisfy Banyard’s withholding tax obligation upon award vesting. The shares were valued at $10.12 each, based on their fair market value at the time of vesting.

Was the MasterBrand (MBC) CEO’s Form 4 transaction an open-market sale of shares?

No, it was not an open-market sale. The filing describes a tax-withholding disposition where MasterBrand retained 6,434 shares from a vesting award to cover Banyard’s tax liability, a transaction exempt under Rule 16b-3(e).

How many MasterBrand (MBC) shares does CEO R. David Banyard hold after this transaction?

After the tax-withholding transaction, Banyard beneficially owned 1,361,897 shares. This total includes 166,448 unvested restricted stock units and 446,819 shares whose receipt has been deferred under MasterBrand’s deferred compensation plan.

What do the footnotes in the MasterBrand (MBC) Form 4 explain about the CEO’s equity holdings?

The footnotes state the issuer withheld shares equal to Banyard’s tax liability when the award vested. They also clarify his post-transaction holdings include unvested restricted stock units and deferred shares under the company’s deferred compensation plan.