MasterBrand CEO receives 206,826 RSU grant

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

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 206,826 restricted stock units (RSUs). Each RSU represents one share of common stock. Of this grant, 31,797 RSUs vest in equal one-third installments starting on June 3, 2027, and 175,029 RSUs vest on June 3, 2029. After this award, Banyard directly holds 2,038,614 shares and RSUs, including 783,165 unvested RSUs and 446,819 shares deferred under the company’s deferred compensation plan.

Insider Trade Summary

Grant/Award: 206,826 shares

Grant/Award 1 txn

Insider Banyard R David

Role CEO & President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	206,826	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.01 per share — 2,038,614 shares (Direct)

Footnotes (2)

1. F1. 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 as follows: (i) 31,797 in equal one-third increments over three years beginning on June 3, 2027 and (ii) 175,029 on June 3, 2029.
2. F2. Includes 783,165 RSUs that have not yet vested and 446,819 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.

Key Figures

RSU grant size: 206,826 shares Vesting tranche 1: 31,797 RSUs Vesting tranche 2: 175,029 RSUs +3 more

6 metrics

RSU grant size 206,826 shares Restricted stock units granted to CEO on June 3, 2026

Vesting tranche 1 31,797 RSUs Vest in equal one-third increments over three years from June 3, 2027

Vesting tranche 2 175,029 RSUs Vest on June 3, 2029

Total holdings after grant 2,038,614 shares/RSUs Shares and RSUs directly held by CEO following transaction

Unvested RSUs held 783,165 RSUs RSUs that have not yet vested for CEO

Deferred shares 446,819 shares Receipt deferred under MasterBrand’s deferred compensation plan

Key Terms

restricted stock units ("RSUs"), vest, deferred compensation plan

3 terms

restricted stock units ("RSUs") financial

"Represents shares of restricted stock units ("RSUs") granted to the reporting person."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

vest financial

"The RSUs vest as follows: (i) 31,797 in equal one-third increments over three years..."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

deferred compensation plan financial

"and 446,819 shares, the receipt of which has been deferred under the issuer's deferred compensation plan."

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did MasterBrand (MBC) disclose for its CEO?

MasterBrand reported that CEO R. David Banyard received 206,826 restricted stock units as equity compensation. These RSUs convert into common shares over time as they vest according to specified dates and schedules.

How do the new RSUs for MasterBrand (MBC) CEO vest over time?

The RSUs vest in two parts: 31,797 vest in equal one-third increments over three years beginning June 3, 2027, and 175,029 vest in a single tranche on June 3, 2029, subject to standard vesting conditions.

Is the MasterBrand (MBC) CEO’s RSU grant an open-market stock purchase?

No, the 206,826-share grant is compensation in the form of restricted stock units, not an open-market purchase. The CEO receives shares only as the RSUs vest and settle into common stock over the scheduled dates.

What are the MasterBrand (MBC) CEO’s holdings after this RSU grant?

Following the grant, CEO R. David Banyard holds 2,038,614 shares and RSUs directly. This total includes 783,165 RSUs that have not yet vested and 446,819 shares whose receipt has been deferred under MasterBrand’s deferred compensation plan.

What does it mean that some MasterBrand (MBC) CEO shares are deferred?

Deferred shares are amounts the CEO has earned but chosen to receive later under a deferred compensation plan. MasterBrand notes 446,819 shares are deferred, affecting when the CEO actually takes delivery and potentially the timing of related taxes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 04:36 PM Learn about SEC filing dates

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^*

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)
06/03/2026

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	06/03/2026		A		206,826(1)	A	$0	2,038,614(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 as follows: (i) 31,797 in equal one-third increments over three years beginning on June 3, 2027 and (ii) 175,029 on June 3, 2029.

2. Includes 783,165 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.	06/05/2026
	** 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)