MasterBrand (MBC) EVP Kurt Wanninger reports routine tax-related share withholding

Rhea-AI Filing Summary

MasterBrand, Inc. executive vice president and chief operations officer Kurt Wanninger reported a routine equity transaction involving company stock. On 12/01/2025, 526 shares of MasterBrand common stock were withheld at a price of $11.09 per share to cover his tax withholding obligations upon the vesting of retirement-eligible restricted stock units, under the company’s equity incentive plan. After this transaction, he beneficially owned 216,142 shares of common stock, which includes 83,111 restricted stock units that have not yet vested and 40,348 shares whose receipt has been deferred under the company’s deferred compensation plan. 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

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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^*

Wanninger Kurt

(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 Operations 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		526(1)	D	$11.09	216,142(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 83,111 restricted stock units that have not yet vested and 40,348 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.

	Andrean R. Horton, attorney-in-fact for Kurt Wanninger	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 for Kurt Wanninger?

MasterBrand reported that EVP & Chief Operations Officer Kurt Wanninger had 526 shares of common stock withheld on 12/01/2025 to satisfy tax withholding obligations tied to the vesting of retirement-eligible restricted stock units.

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

The 526 MasterBrand common shares were withheld at a price of $11.09 per share in connection with tax withholding on vested restricted stock units.

How many MasterBrand (MBC) shares does Kurt Wanninger beneficially own after the reported transaction?

Following the reported transaction, Kurt Wanninger beneficially owned 216,142 shares of MasterBrand common stock.

How many unvested restricted stock units does Kurt Wanninger hold in MasterBrand (MBC)?

His reported beneficial ownership includes 83,111 restricted stock units that have not yet vested.

What portion of Kurt Wanninger’s MasterBrand (MBC) holdings is deferred under the deferred compensation plan?

The filing states that his beneficial ownership includes 40,348 shares of MasterBrand common stock, the receipt of which has been deferred under the company’s deferred compensation plan.

What is the nature of the reported MasterBrand (MBC) insider transaction under SEC rules?

The transaction represents shares withheld to satisfy tax withholding obligations upon vesting of retirement-eligible restricted stock units and is described as exempt under Rule 16b-3.

What is Kurt Wanninger’s role at MasterBrand (MBC)?

Kurt Wanninger is reported as an officer of MasterBrand, serving as EVP & Chief Operations Officer.