MasterBrand (MBC) officer discloses tax-related stock withholding

Rhea-AI Filing Summary

MasterBrand, Inc. reported an insider equity transaction by its EVP, CLO & Secretary, Andrean R. Horton. On 12/15/2025, the company withheld 22,320 shares of common stock at $11.65 per share to cover withholding taxes due when an equity award vested, a transaction described as exempt under Rule 16b-3(e). After this tax-related withholding, Horton beneficially owned 113,155 shares, which the filing notes include 47,481 restricted stock units (RSUs) that have not yet vested.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Horton Andrean

Role EVP, CLO & Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.01 per share	22,320	$11.65	$260K

Holdings After Transaction: Common Stock, par value $0.01 per share — 113,155 shares (Direct)

Footnotes (1)

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). Includes 47,481 RSUs that have not yet vested.

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^*

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)
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		22,320(1)	D	$11.65	113,155(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 47,481 RSUs that have not yet vested.

Remarks:

	/s/ Andrean R. Horton	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 stock transaction did MasterBrand (MBC) disclose in this filing?

The filing reports that EVP, CLO & Secretary Andrean R. Horton had 22,320 shares of MasterBrand common stock withheld on 12/15/2025 to cover tax withholding when an equity award vested.

What transaction code is used in this MasterBrand (MBC) Form 4, and what does it indicate?

The transaction is reported under code F, which the filing explains reflects the issuer withholding shares equal in value to the withholding taxes due at the time the award vested, and is described as exempt under Rule 16b-3(e).

At what price were the MasterBrand (MBC) shares valued for the tax withholding?

The 22,320 shares withheld by MasterBrand were valued at $11.65 per share when used to satisfy the reporting person’s tax withholding obligation.

How many MasterBrand (MBC) shares does the reporting officer own after this transaction?

Following the reported transaction, the officer beneficially owned 113,155 shares of MasterBrand common stock in direct ownership, according to the filing.

How many unvested RSUs does the MasterBrand (MBC) officer hold after this transaction?

The filing states that the beneficially owned amount includes 47,481 RSUs that have not yet vested.

What is the role of the reporting person in MasterBrand (MBC)?

The reporting person is identified as an officer of MasterBrand, serving as EVP, CLO & Secretary.