MasterBrand (NYSE: MBC) discloses officer share withholding for taxes today

Rhea-AI Filing Summary

MasterBrand, Inc. reported that its VP and Chief Accounting Officer, Mark A. Young, had 1,531 shares of common stock withheld on December 15, 2025 to cover taxes due when an equity award vested, in a transaction exempt under Rule 16b-3(e).

After this withholding, Young beneficially owns 53,070 shares of MasterBrand common stock directly, including 27,449 restricted stock units that have not yet vested. The event represents an administrative tax-settlement related to equity compensation rather than an open-market trade.

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
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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^*

Young Mark A.

(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)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		F		1,531(1)	D	$11.65	53,070(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 27,449 RSUs that have not yet vested.

Remarks:

	/s/ Andrean R. Horton, attorney-in-fact for Mark A. Young	12/17/2025
	** 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 in this filing?

The filing shows that Mark A. Young, MasterBrand's VP and Chief Accounting Officer, had shares of common stock withheld to cover taxes when an equity award vested, in a transaction exempt under Rule 16b-3(e).

How many MasterBrand (MBC) shares were withheld for taxes from Mark A. Young?

The report states that 1,531 shares of MasterBrand common stock were withheld to satisfy tax withholding obligations tied to a vesting award.

How many MasterBrand (MBC) shares does Mark A. Young beneficially own after the transaction?

Following the reported transaction, Mark A. Young beneficially owns 53,070 shares of MasterBrand common stock directly.

How many restricted stock units (RSUs) are included in Mark A. Young’s MasterBrand holdings?

The filing notes that his beneficial ownership includes 27,449 restricted stock units that have not yet vested.

What is Mark A. Young’s role at MasterBrand (MBC)?

Mark A. Young is identified as an officer of MasterBrand, serving as VP, Chief Accounting Officer.

Did this MasterBrand (MBC) insider transaction involve an open-market sale?

No. The transaction reflects share withholding for taxes upon vesting of an equity award, rather than an open-market purchase or sale.