MasterBrand (NYSE: MBC) CEO awarded 409,891 RSUs in equity grant

Rhea-AI Filing Summary

Banyard R David reported acquisition or exercise transactions in this Form 4 filing.

MasterBrand, Inc. reported that CEO and President R. David Banyard received a grant of 409,891 restricted stock units of common stock as equity compensation. These RSUs vest in equal one-third installments over three years beginning on February 28, 2027.

After this award, Banyard is shown as holding 1,771,788 shares and RSUs in total, including 576,339 RSUs that have not yet vested and 446,819 shares whose receipt is deferred under the company’s deferred compensation plan. This is a stock-based grant, not an open-market purchase.

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

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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 OHIO 44122

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/16/2026		A		409,891(1)	A	$0	1,771,788(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 of restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of common stock of MasterBrand, Inc. The RSUs vest in equal one-third increments over three years beginning on February 28, 2027.

2. Includes 576,339 RSUs that have not yet vested and 446,819 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.

Remarks:

	/s/ Andrean R. Horton, attorney-in-fact for R. David Banyard, Jr.	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did MasterBrand (MBC) disclose in this Form 4 for its CEO?

MasterBrand reported that CEO R. David Banyard received 409,891 restricted stock units as equity compensation. These units represent a contingent right to receive common shares and are structured to vest over several years, aligning management incentives with long-term shareholder interests.

How many restricted stock units did the MasterBrand CEO receive?

The CEO received 409,891 restricted stock units of MasterBrand common stock. Each unit converts into one share upon vesting, creating a sizable equity-based incentive that depends on continued service and time-based vesting over the next several years.

When do the new MasterBrand RSUs granted to the CEO vest?

The RSUs granted to the CEO vest in three equal installments starting on February 28, 2027. One-third will vest each year over a three-year period, encouraging longer-term retention and ongoing alignment with the company’s performance during that timeframe.

What are the CEO’s total MasterBrand holdings after this RSU grant?

Following the grant, the CEO is listed with 1,771,788 total shares and RSUs. This total includes 576,339 RSUs that have not yet vested and 446,819 shares whose receipt has been deferred under MasterBrand’s deferred compensation plan.

Was the MasterBrand CEO’s Form 4 transaction an open-market stock purchase?

No. The transaction reflects a grant of restricted stock units at no cash cost, not an open-market purchase. It is a compensation award that will convert into common shares only as the units vest over the specified three-year schedule.

What type of security was reported in the MasterBrand CEO’s Form 4?

The filing reports common stock of MasterBrand, par value $0.01 per share, underlying the restricted stock units. Each RSU represents a contingent right to receive one share of this common stock if and when the applicable vesting conditions are satisfied.