MasterBrand (MBC) CFO sees 16,558 shares withheld to cover tax liability

Rhea-AI Filing Summary

MasterBrand, Inc. EVP & CFO Simon Andrea Helen reported a tax-withholding disposition of 16,558 shares of common stock at $10.12 per share. The issuer withheld these shares to cover taxes due when an equity award vested, in a transaction exempt under Rule 16b-3(e). After this, Helen directly held 290,236 shares, including 42,868 restricted stock units that have not yet vested.

Insider Trade Summary

Net Seller: 16,558 shares

Net Sell 1 txn

Insider Simon Andrea Helen

Role EVP & CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, par value $0.01 per share	16,558	$10.12	$168K

Holdings After Transaction: Common Stock, par value $0.01 per share — 290,236 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Includes 42,868 restricted stock units that have not yet vested.

FAQ

What insider transaction did MasterBrand (MBC) report for EVP & CFO Simon Andrea Helen?

MasterBrand EVP & CFO Simon Andrea Helen reported a tax-withholding disposition of 16,558 common shares. The issuer withheld these shares to cover taxes when an equity award vested, rather than an open-market sale, under Rule 16b-3(e).

Was the MasterBrand (MBC) insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. It was a tax-withholding disposition, where MasterBrand withheld 16,558 vested shares at $10.12 each to satisfy withholding taxes owed by the executive.

How many MasterBrand (MBC) shares does the EVP & CFO hold after the reported transaction?

After the tax-withholding disposition, EVP & CFO Simon Andrea Helen directly holds 290,236 MasterBrand common shares. This total includes 42,868 restricted stock units that are granted but have not yet vested according to the filing footnote.

What price per share was used in the MasterBrand (MBC) tax-withholding disposition?

The tax-withholding disposition used a price of $10.12 per MasterBrand common share. This reflects the fair market value applied when 16,558 vested shares were withheld by the issuer to cover the executive’s tax obligations.

Why were MasterBrand (MBC) shares withheld in this Form 4 transaction?

Shares were withheld to pay withholding taxes when an equity award vested. MasterBrand retained 16,558 shares with a fair market value matching the tax liability, and the transaction is noted as exempt under Rule 16b-3(e) in the footnotes.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/04/2026 - 05:29 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^*

Simon Andrea Helen

(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 & CFO

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		16,558(1)	D	$10.12	290,236(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 42,868 restricted stock units that have not yet vested.

Remarks:

	/s/ Andrean R. Horton, attorney-in-fact for Andrea H. Simon	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.