MasterBrand (NYSE: MBC) EVP nets stock award with tax share withholding

Rhea-AI Filing Summary

MasterBrand EVP Navneet Grewal reported equity award activity involving common stock. On February 11, 2026, Grewal acquired 47,080 shares of MasterBrand common stock at $0 per share as the settlement of performance share awards earned at 170% of target over a three-year period.

On the same date, 20,413 shares were withheld at a price of $13.82 per share to cover withholding taxes due when the award vested, described as a tax-withholding disposition under Rule 16b-3(e). After these transactions, Grewal directly beneficially owned 167,057 shares, including 50,964 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^*

Grewal Navneet

(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, Chief Digital & Tech Off.

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		47,080(1)	A	$0	187,470	D
Common Stock, par value $0.01 per share	02/11/2026		F		20,413(2)	D	$13.82	167,057(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 50,964 restricted stock units that have not yet vested.

Remarks:

	/s/ Andrean R. Horton, attorney-in-fact for Nanveet Grewal	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) EVP Navneet Grewal report?

Navneet Grewal reported acquiring 47,080 shares of MasterBrand common stock at $0 per share from performance share awards and a tax-withholding disposition of 20,413 shares at $13.82 per share, all dated February 11, 2026.

Were Navneet Grewal’s MasterBrand (MBC) transactions open-market buys or sells?

The Form 4 shows no open-market purchases or sales. Grewal received 47,080 shares through a performance-based equity award and had 20,413 shares withheld by the company solely to cover tax obligations at vesting.

How many MasterBrand (MBC) shares does Navneet Grewal own after these transactions?

After the reported activity, Navneet Grewal directly beneficially owned 167,057 shares of MasterBrand common stock. This figure includes 50,964 restricted stock units that have been granted but have not yet vested under the company’s equity incentive plan.

What was the basis of the performance share award to MasterBrand (MBC) EVP Grewal?

The performance share award settled into 47,080 shares was earned over a three-year period at 170% of target. The award was granted under MasterBrand’s equity incentive plan and issued upon vesting in accordance with Rule 16b-3.

Why were 20,413 MasterBrand (MBC) shares withheld from Navneet Grewal?

The 20,413 shares were withheld by MasterBrand to satisfy Grewal’s withholding tax obligations at the time the performance award vested. The filing describes this as a tax-withholding disposition under Rule 16b-3(e), rather than an open-market sale.

What role does Navneet Grewal hold at MasterBrand (MBC)?

Navneet Grewal serves as EVP, Chief Digital & Tech Officer at MasterBrand. The Form 4 identifies Grewal as an officer of the company and reports the equity award settlement and related tax-share withholding as insider transactions in MasterBrand common stock.