MasterBrand (MBC) HR chief reports 7,456-share tax-withholding disposition

Rhea-AI Filing Summary

MasterBrand, Inc. executive Kendrick Bruce Alan reported a tax-related share disposition tied to equity compensation. On the transaction date, 7,456 shares of common stock at a price of $10.12 per share were withheld by the company to cover withholding taxes when an award vested and became payable, a transaction categorized as a tax-withholding disposition. After this withholding event, he reported beneficial ownership of 155,422 shares of common stock, which includes 18,459 restricted stock units that have not yet vested.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kendrick Bruce Alan

Role EVP & Chief HR Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.01 per share	7,456	$10.12	$75K

Holdings After Transaction: Common Stock, par value $0.01 per share — 155,422 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 18,459 restricted stock units 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^*

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)
03/02/2026

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	03/02/2026		F		7,456(1)	D	$10.12	155,422(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 18,459 restricted stock units that have not yet vested.

Remarks:

	/s/ Andrean R. Horton, attorney-in-fact for Bruce Alan Kendrick	03/04/2026
	** 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 transaction did MasterBrand (MBC) report for Kendrick Bruce Alan?

MasterBrand executive Kendrick Bruce Alan reported a tax-withholding disposition of 7,456 common shares. The issuer withheld these shares at $10.12 each to cover taxes when an equity award vested and became payable under Rule 16b-3(e).

Was the MasterBrand (MBC) Form 4 transaction an open-market sale?

No, the Form 4 transaction was not an open-market sale. It was a tax-withholding disposition, where MasterBrand withheld shares to satisfy Kendrick Bruce Alan’s withholding tax obligations when his equity award vested.

How many MasterBrand (MBC) shares were involved in the tax-withholding event?

The tax-withholding event involved 7,456 shares of MasterBrand common stock. These shares were withheld by the issuer at a price of $10.12 per share to cover the reporting person’s withholding tax liability on a vesting award.

How many MasterBrand (MBC) shares does Kendrick Bruce Alan report owning after the transaction?

After the tax-withholding disposition, Kendrick Bruce Alan reported beneficial ownership of 155,422 MasterBrand common shares. This total includes 18,459 restricted stock units that have not yet vested, as disclosed in the accompanying footnote.

What does the Form 4 footnote say about restricted stock units at MasterBrand (MBC)?

The Form 4 footnote states that the reported holdings include 18,459 restricted stock units that have not yet vested. These units represent future potential shares, contingent on vesting conditions being satisfied under the company’s equity compensation arrangements.

Under what rule was the MasterBrand (MBC) tax-withholding transaction exempt?

The tax-withholding transaction was described as exempt under Rule 16b-3(e). That rule generally covers issuer-directed transactions related to equity compensation, such as using shares to pay exercise prices or satisfy tax withholding obligations upon vesting.