MasterBrand (MBC) EVP Kendrick reports share awards and tax withholding

Rhea-AI Filing Summary

MasterBrand EVP & Chief HR Officer Bruce Alan Kendrick reported equity award activity involving the company’s common stock. On February 11, 2026, he acquired 37,235 shares through settlement of performance share awards earned at 170% of target over a three-year period, issued upon vesting at $0 per share.

On the same date, 17,133 shares were disposed of at $13.82 per share to cover withholding taxes due when the award vested, a transaction treated as a tax-withholding disposition under Rule 16b-3(e). Following these transactions, Kendrick held 162,878 shares of common stock directly, including 36,124 restricted stock units that have not yet vested.

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^*

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)
02/11/2026

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	02/11/2026		A		37,235(1)	A	$0	180,011	D
Common Stock, par value $0.01 per share	02/11/2026		F		17,133(2)	D	$13.82	162,878(3)	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 the settlement of performance share awards granted pursuant to Rule 16b-3 under the issuer's equity incentive plan. The awards were earned based on performance over a three-year period at 170% of target and issued upon vesting.

2. 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).

3. Includes 36,124 restricted stock units that have not yet vested.

Remarks:

	/s/ Andrean R. Horton, attorney-in-fact for Bruce Alan Kendrick	02/13/2026
	** 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.
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FAQ

What insider transaction did MasterBrand (MBC) report for Bruce Alan Kendrick?

MasterBrand reported that EVP & Chief HR Officer Bruce Alan Kendrick received 37,235 common shares from vested performance awards, and 17,133 shares were withheld to cover taxes. After these transactions, he directly held 162,878 shares, including 36,124 unvested restricted stock units.

How many MasterBrand (MBC) shares did Bruce Alan Kendrick acquire in this Form 4?

Bruce Alan Kendrick acquired 37,235 MasterBrand common shares through settlement of performance share awards. These awards were earned at 170% of target over a three-year performance period and were issued upon vesting with a reported price of $0 per share.

Why were 17,133 MasterBrand (MBC) shares disposed of in Kendrick’s filing?

The 17,133 MasterBrand shares were disposed of solely to cover withholding taxes due when the performance awards vested. The filing describes this as a tax-withholding disposition under Rule 16b-3(e), with the shares valued at $13.82 each for the tax payment.

How many MasterBrand (MBC) shares does Bruce Alan Kendrick own after the reported transactions?

After the reported transactions, Bruce Alan Kendrick directly owned 162,878 MasterBrand common shares. This figure includes 36,124 restricted stock units that are still unvested and therefore have not yet converted into freely tradable shares.

What performance level did Bruce Alan Kendrick’s MasterBrand (MBC) awards achieve?

Kendrick’s performance share awards were earned at 170% of target over a three-year period. This means the company’s performance versus the plan’s metrics exceeded the target level, resulting in more shares being issued when the awards vested.

What role does Bruce Alan Kendrick hold at MasterBrand (MBC) in this Form 4?

In this Form 4, Bruce Alan Kendrick is identified as MasterBrand’s Executive Vice President and Chief Human Resources Officer. The filing indicates he is an officer of the company, but not a director or 10% owner, and that he holds the reported shares directly.