MasterBrand (NYSE: MBC) EVP & CFO reports Form 4 tax share withholding

Rhea-AI Filing Summary

MasterBrand, Inc. reported an insider equity transaction by its EVP & CFO, Andrea H. Simon. On 12/15/2025, the issuer withheld 34,956 shares of common stock at $11.65 per share to cover withholding taxes due when an equity award vested, a transaction the company notes is exempt under Rule 16b-3(e).

After this tax-related share withholding, Andrea H. Simon beneficially owns 259,134 shares of MasterBrand common stock directly. This total includes 84,945 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^*

Simon Andrea Helen

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		F		34,956(1)	D	$11.65	259,134(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 a total of 84,945 restricted stock units that have not yet vested.

Remarks:

	/s/ Andrean R. Horton, attorney-in-fact for Andrea H. Simon	12/17/2025
	** 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) disclose in this Form 4?

The filing shows that MasterBrand, Inc. withheld 34,956 shares of common stock from EVP & CFO Andrea H. Simon at $11.65 per share to satisfy tax withholding obligations when an equity award vested.

Who is Andrea H. Simon in relation to MasterBrand (MBC)?

Andrea H. Simon is reported as an officer of MasterBrand, serving as its EVP & CFO, and is the reporting person on this insider transaction.

How many MasterBrand (MBC) shares does Andrea H. Simon own after the transaction?

Following the reported tax withholding, Andrea H. Simon beneficially owns 259,134 shares of MasterBrand common stock directly.

What is the nature of the 34,956-share transaction reported for MasterBrand (MBC)?

The 34,956 shares were not an open-market sale; they were shares withheld by the issuer to cover withholding taxes when an equity award vested, which the company notes is exempt under Rule 16b-3(e).

How many restricted stock units does the MasterBrand (MBC) CFO still hold?

The disclosure states that Andrea H. Simon’s holdings include a total of 84,945 restricted stock units that have not yet vested.

Is this MasterBrand (MBC) Form 4 filed for more than one reporting person?

No. The form is indicated as being filed by one reporting person, specifically EVP & CFO Andrea H. Simon.