MasterBrand (NYSE: MBC) EVP details 20,678-share tax withholding transaction

Rhea-AI Filing Summary

MasterBrand, Inc. executive Kurt Wanninger, EVP & Chief Operations Officer, reported a routine tax-withholding transaction in company common stock on 12/15/2025. The issuer withheld 20,678 shares at a fair market value of $11.65 per share to cover withholding taxes when an equity award vested and became payable, a transaction described as exempt under Rule 16b-3(e).

After this transaction, Wanninger beneficially owns 195,464 shares of MasterBrand stock. This total includes 35,522 restricted stock units that have not yet vested and 40,348 shares whose receipt has been deferred under the company’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^*

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)
12/15/2025

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		20,678(1)	D	$11.65	195,464(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 35,522 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.

Remarks:

	/s/ Andrean R. Horton, attorney-in-fact for Kurt Wanninger	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) report for December 15, 2025?

MasterBrand reported that EVP & Chief Operations Officer Kurt Wanninger had 20,678 shares of common stock withheld by the issuer on 12/15/2025 to satisfy tax withholding obligations when an equity award vested.

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

The reporting person is Kurt Wanninger, who serves as EVP & Chief Operations Officer of MasterBrand, Inc..

How many MasterBrand (MBC) shares were withheld to cover taxes and at what price?

The issuer withheld 20,678 shares of MasterBrand common stock at a fair market value of $11.65 per share to cover withholding taxes tied to a vested award.

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

Following the reported transaction, Kurt Wanninger beneficially owns 195,464 shares of MasterBrand common stock.

What restricted stock units and deferred shares are included in Wanningers MasterBrand (MBC) holdings?

Wanningers beneficial ownership includes 35,522 restricted stock units that have not yet vested and 40,348 shares whose receipt has been deferred under MasterBrands deferred compensation plan.

Was the MasterBrand (MBC) insider transaction described as exempt under any SEC rule?

Yes. The share withholding transaction was described as exempt under Rule 16b-3(e), as it reflects issuer withholding of shares equal in value to the taxes due when the award vested.