MasterBrand (MBC) EVP reports 668 shares withheld at $11.09 for RSU tax

Rhea-AI Filing Summary

MasterBrand, Inc. (MBC) reported an insider equity transaction by its EVP & Chief HR Officer. On 12/01/2025, 668 shares of common stock were withheld at a price of $11.09 per share to cover the executive’s tax obligations associated with the vesting of retirement-eligible restricted stock units under the company’s equity incentive plan. After this tax-withholding event, the officer beneficially owned 164,263 shares of MasterBrand common stock, which includes 83,713 restricted stock units that have not yet vested. The transaction is reported as exempt under Rule 16b-3.

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^*

Kendrick Bruce Alan

(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 HR Officer

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		668(1)	D	$11.09	164,263(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 83,713 restricted stock units that have not yet vested.

	Andrean R. Horton, attorney-in-fact for Bruce Alan Kendrick	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 EVP & Chief HR Officer had 668 shares of MasterBrand common stock withheld on 12/01/2025 to satisfy tax withholding obligations tied to vesting retirement-eligible restricted stock units.

At what price were MasterBrand (MBC) shares withheld for the executive’s taxes?

The 668 shares were withheld at a price of $11.09 per share to cover the reporting person’s tax obligations.

How many MasterBrand (MBC) shares does the reporting person beneficially own after the transaction?

Following the reported transaction, the executive beneficially owned 164,263 shares of MasterBrand common stock.

How many unvested restricted stock units does the MasterBrand (MBC) executive hold?

The filing states that the beneficial ownership total includes 83,713 restricted stock units that have not yet vested.

Was the MasterBrand (MBC) insider transaction part of routine tax withholding?

Yes. The filing explains that the 668 shares represent stock withheld to satisfy tax withholding obligations upon vesting of retirement-eligible restricted stock units under the company’s equity incentive plan.

Is the reported MasterBrand (MBC) insider transaction exempt under SEC rules?

Yes. The transaction is described as exempt under Rule 16b-3, which generally covers certain issuer-approved equity compensation transactions.