Merger grants MasterBrand (NYSE: MBC) director 21,217 shares

Rhea-AI Filing Summary

MasterBrand, Inc. director Philip D. Fracassa reported an acquisition of 21,217 shares of common stock. The shares were granted at a price of $0.00 per share and represent his direct holdings after the transaction.

The grant stems from MasterBrand’s merger with American Woodmark Corporation, completed on May 28, 2026. At the merger’s effective time, each AMWD common share converted into the right to receive 5.150 MasterBrand shares, and AMWD non-employee director restricted stock units were converted using the same exchange ratio.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fracassa Philip D.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	21,217	$0.00	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 21,217 shares (Direct, null)

Footnotes (1)

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"). 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 granted: 21,217 shares Grant price: $0.00 per share Post-transaction holdings: 21,217 shares +2 more

5 metrics

Shares granted 21,217 shares Common stock grant on May 28, 2026

Grant price $0.00 per share Reported transaction price for granted shares

Post-transaction holdings 21,217 shares Direct holdings following the grant

Exchange ratio 5.150 shares MasterBrand shares per AMWD share at merger

Merger effective date May 28, 2026 Effective time of MasterBrand–American Woodmark merger

Key Terms

Agreement and Plan of Merger, Exchange Ratio, restricted stock unit, Effective Time

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.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each share of common stock of AMWD"

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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^*

Fracassa Philip D.

(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		21,217(1)(2)	A	$0	21,217	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 Philip D. Fracassa	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)

FAQ

What did MasterBrand (MBC) director Philip D. Fracassa report in this Form 4?

Director Philip D. Fracassa reported receiving 21,217 shares of MasterBrand common stock. The shares were granted at $0.00 per share and reflect his direct holdings following completion of the merger with American Woodmark Corporation.

How many MasterBrand (MBC) shares does Philip D. Fracassa hold after this transaction?

After this transaction, Philip D. Fracassa holds 21,217 shares of MasterBrand common stock directly. This position reflects shares received in connection with the merger and related equity conversion mechanics described in the filing’s footnotes.

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

Each share of American Woodmark common stock converted into the right to receive 5.150 shares of MasterBrand common stock. This same 5.150 exchange ratio was applied when converting non-employee director restricted stock units into MasterBrand shares at the merger’s effective time.

Why did Philip D. Fracassa receive MasterBrand (MBC) shares at no cost?

Fracassa received the 21,217 MasterBrand shares as a grant-related acquisition tied to the merger, not as an open-market purchase. The Form 4 shows a transaction price of $0.00 per share, indicating compensation or conversion rather than a cash investment.

How were American Woodmark director restricted stock units treated in the MasterBrand (MBC) merger?

At the effective time of the merger, each restricted stock unit held by American Woodmark non-employee directors converted into MasterBrand shares. The number equaled underlying AMWD shares multiplied by the 5.150 exchange ratio, with cash paid only for any fractional shares.