MasterBrand (NYSE: MBC) CEO details tax-related share withholding transaction

Rhea-AI Filing Summary

MasterBrand, Inc. CEO, President and director R. David Banyard, Jr. reported a tax-related share withholding transaction involving company common stock.

On 12/15/2025, 113,084 shares of common stock were withheld by the issuer at $11.65 per share to cover withholding taxes due when an equity award vested and became payable, a transaction described as exempt under Rule 16b-3(e). Following this withholding, he beneficially owned 1,194,717 shares of MasterBrand stock directly, including 319,282 restricted stock units that have not yet vested and 300,419 shares deferred under the issuer's deferred compensation plan.

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
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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^*

Banyard R David

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

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		113,084(1)	D	$11.65	1,194,717(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 319,282 restricted stock units that have not yet vested and 300,419 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.	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 report shows that 113,084 shares of MasterBrand common stock were withheld by the issuer on 12/15/2025 at $11.65 per share to satisfy withholding taxes when an equity award vested and became payable.

Who is the reporting person in this MasterBrand (MBC) Form 4 and what is their role?

The reporting person is R. David Banyard, Jr., who serves as a director and as an officer, specifically CEO & President of MasterBrand, Inc.

Was the MasterBrand (MBC) insider transaction an open-market sale?

No. The 113,084 shares were withheld by the issuer to cover withholding taxes due when an award vested, and the transaction is described as exempt under Rule 16b-3(e), rather than an open-market sale.

How many MasterBrand (MBC) shares does the insider beneficially own after the transaction?

After the reported transaction, R. David Banyard, Jr. beneficially owned 1,194,717 MasterBrand shares directly.

What types of equity awards are included in the insider’s MasterBrand (MBC) holdings?

The reported beneficial ownership includes a total of 319,282 restricted stock units that have not yet vested and 300,419 shares whose receipt has been deferred under the issuer's deferred compensation plan.

When did the MasterBrand (MBC) tax-related share withholding take place?

The tax-related share withholding transaction occurred on 12/15/2025, which is reported as the transaction date and earliest transaction date.