MasterBrand (NYSE: MBC) COO has 7,540 shares withheld to pay taxes

Rhea-AI Filing Summary

MasterBrand, Inc. executive Kurt Wanninger, EVP & Chief Operations Officer, reported a tax-withholding disposition of 7,540 shares of common stock on March 2, 2026. The issuer withheld these shares at a fair market value of $10.12 per share to cover withholding taxes when an equity award vested, a transaction exempt under Rule 16b-3(e). After this withholding, Wanninger directly owns 211,757 shares, including 17,203 restricted stock units that have not yet vested, 676 shares held in the company’s 401(k) plan, and 40,348 deferred shares under the deferred compensation plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wanninger Kurt

Role EVP & Chief Operations Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.01 per share	7,540	$10.12	$76K

Holdings After Transaction: Common Stock, par value $0.01 per share — 211,757 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 17,203 restricted stock units that have not yet vested, 676 shares held in the issuer's 401(k) plan, and 40,348 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.

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^*

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)
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		7,540(1)	D	$10.12	211,757(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 17,203 restricted stock units that have not yet vested, 676 shares held in the issuer's 401(k) plan, and 40,348 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.

Remarks:

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

MasterBrand reported a tax-withholding disposition for EVP & COO Kurt Wanninger. On March 2, 2026, the company withheld 7,540 shares of common stock to satisfy withholding taxes due when an equity award vested and became payable.

Was the MasterBrand (MBC) insider transaction a market sale of shares?

No, the reported transaction was not an open-market sale. MasterBrand withheld 7,540 shares from Kurt Wanninger at vesting to cover tax liabilities, a transaction classified as tax-withholding and exempt under Rule 16b-3(e).

At what price were Kurt Wanninger’s MasterBrand (MBC) shares withheld for taxes?

The withheld shares were valued at a fair market price of $10.12 per share. MasterBrand used these 7,540 shares to cover Wanninger’s withholding tax obligation when his equity award vested and became payable.

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

After the tax-withholding transaction, Kurt Wanninger directly owns 211,757 shares of MasterBrand common stock. This figure includes unvested restricted stock units, shares in the company’s 401(k) plan, and deferred shares under the deferred compensation plan.

What types of MasterBrand (MBC) equity holdings are included in Kurt Wanninger’s reported ownership?

His reported 211,757-share holding includes 17,203 restricted stock units not yet vested, 676 shares in MasterBrand’s 401(k) plan, and 40,348 deferred shares credited under the company’s deferred compensation plan, all reported as directly owned.