MasterBrand (MBC) EVP Andrean Horton logs equity award and tax withholding shares

Rhea-AI Filing Summary

MasterBrand, Inc. executive Andrean Horton reported equity award activity in company stock. On February 11, 2026, Horton acquired 55,640 shares of common stock at $0 as a settlement of performance share awards earned at 170% of target over a three-year period.

On the same date, 26,330 shares were disposed of at $13.82 per share to cover withholding taxes owed when the award vested, described as a tax-withholding disposition under Rule 16b-3(e). After these transactions, Horton directly beneficially owned 142,465 shares of common stock, including 47,481 restricted stock units that have not yet vested.

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^*

Horton Andrean

(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, CLO & Secretary

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		55,640(1)	A	$0	168,795	D
Common Stock, par value $0.01 per share	02/11/2026		F		26,330(2)	D	$13.82	142,465(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 47,481 restricted stock units that have not yet vested.

Remarks:

	/s/ Andrean R. Horton	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 transactions did MasterBrand (MBC) report for Andrean Horton?

MasterBrand reported that executive Andrean Horton received 55,640 common shares from performance-based equity awards and had 26,330 shares withheld to cover taxes. After these award-related transactions, Horton directly held 142,465 shares, including unvested restricted stock units.

Was the MasterBrand (MBC) insider Form 4 a stock purchase or an award?

The Form 4 reflects an equity award settlement, not an open-market stock purchase. Horton received 55,640 shares at no cost from performance share awards earned at 170% of target under MasterBrand’s equity incentive plan, then had shares withheld for taxes.

How many MasterBrand (MBC) shares were used for tax withholding in this Form 4?

The filing shows 26,330 MasterBrand common shares were disposed of at $13.82 per share to satisfy withholding taxes. This tax-withholding disposition occurred when the equity award vested and became payable, and is described as exempt under Rule 16b-3(e).

How many MasterBrand (MBC) shares does Andrean Horton own after these transactions?

After the reported award settlement and tax-withholding disposition, Horton directly beneficially owned 142,465 MasterBrand common shares. That total includes 47,481 restricted stock units that remain unvested and therefore are subject to future vesting conditions under the equity plan.

What performance level triggered Andrean Horton’s MasterBrand (MBC) share award settlement?

The performance share awards were earned at 170% of target over a three-year performance period. Upon vesting, they were settled in 55,640 MasterBrand common shares, granted under the company’s equity incentive plan and reported as acquired at a price of $0 per share.

What is Andrean Horton’s role at MasterBrand (MBC) in this Form 4?

In the Form 4, Andrean Horton is identified as an officer of MasterBrand, serving as Executive Vice President, Chief Legal Officer, and Secretary. The reported transactions relate to equity compensation received in that executive capacity under the company’s incentive plan.