MasterBrand (NYSE: MBC) CEO Banyard reports 8,243-share tax withholding and 1.31M shares owned

Rhea-AI Filing Summary

MasterBrand, Inc. (MBC) CEO and President R. David Banyard, Jr., who also serves as a director, reported an automatic share withholding tied to equity compensation. On 12/01/2025, the company withheld 8,243 shares of common stock at a price of $11.09 per share to cover his tax obligations upon the vesting of retirement-eligible restricted stock units under MasterBrand’s equity incentive plan, a transaction coded as “F” and exempt under Rule 16b-3. After this transaction, he beneficially owned 1,307,801 shares of MasterBrand common stock, including 560,399 restricted stock units that have not yet vested and 300,419 shares whose receipt has been deferred under the company’s deferred compensation plan.

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^*

Banyard R David

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		F		8,243(1)	D	$11.09	1,307,801(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. Represents shares withheld to satisfy the reporting person's tax withholding obligations upon the vesting of retirement-eligible restricted stock units, in accordance with the Issuer's equity incentive plan, which transactions are exempt under Rule 16b-3.

2. Includes a total of 560,399 restricted stock units that have not yet vested and 300,419 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.

	/s/ Andrean R. Horton, attorney-in-fact for R. David Banyard, Jr.	12/03/2025
	** 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 Form 4?

The Form 4 reports that CEO, President and director R. David Banyard, Jr. had 8,243 shares of MasterBrand common stock withheld on 12/01/2025 to satisfy tax withholding obligations upon vesting of retirement-eligible restricted stock units.

What does transaction code "F" mean in the MasterBrand (MBC) Form 4?

Transaction code "F" indicates shares were withheld by the issuer to pay the reporting person’s tax obligations related to the vesting of equity awards, rather than being bought or sold in the open market.

How many MasterBrand (MBC) shares does the CEO beneficially own after this transaction?

Following the reported transaction, R. David Banyard, Jr. beneficially owned 1,307,801 shares of MasterBrand common stock in total.

How many restricted stock units does the MasterBrand (MBC) CEO still hold?

The filing states that his beneficial ownership includes 560,399 restricted stock units that have not yet vested.

What are the deferred shares mentioned in the MasterBrand (MBC) Form 4?

The Form 4 notes that his holdings include 300,419 shares of MasterBrand common stock, the receipt of which has been deferred under the company’s deferred compensation plan.

Is the MasterBrand (MBC) CEO’s transaction considered exempt under SEC rules?

Yes. The filing explains that the share withholding to cover taxes upon vesting of retirement-eligible restricted stock units is exempt under Rule 16b-3 as part of the issuer’s equity incentive plan.