Coliseum Capital Mgmt holds 13.2M MasterBrand (MBC) shares

Rhea-AI Filing Summary

MasterBrand, Inc. (MBC) has an amended Schedule 13G/A reporting significant ownership by a group of Coliseum-affiliated investors. Coliseum Capital Management, LLC, Adam Gray, and Christopher Shackelton each report beneficial ownership of 13,200,117 shares of common stock, representing 6.5% of the outstanding class. Coliseum Capital, LLC and Coliseum Capital Partners, L.P. each report beneficial ownership of 10,380,699 shares, or 5.1% of the class. All such shares are held with shared voting and dispositive power, based on a total of 203,490,490 shares of common stock outstanding as of August 3, 2026. CCP is the record owner of 10,380,699 shares, and a separate account managed by Coliseum Capital Management, LLC is the record owner of 2,819,418 shares.

Key Figures

CCM beneficial ownership: 13,200,117 shares CCM ownership percentage: 6.5% CC and CCP beneficial ownership: 10,380,699 shares +4 more

7 metrics

CCM beneficial ownership 13,200,117 shares Beneficially owned by Coliseum Capital Management, LLC

CCM ownership percentage 6.5% Percent of MasterBrand common stock class for CCM, Gray, Shackelton

CC and CCP beneficial ownership 10,380,699 shares Beneficially owned by Coliseum Capital, LLC and Coliseum Capital Partners, L.P.

CC and CCP ownership percentage 5.1% Percent of MasterBrand common stock class for CC and CCP

Shares outstanding 203,490,490 shares MasterBrand common stock issued and outstanding as of August 3, 2026

Separate Account holdings 2,819,418 shares Record owner is a separate account managed by Coliseum Capital Management, LLC

CCP record ownership 10,380,699 shares Shares of MasterBrand common stock owned of record by CCP

Key Terms

beneficial owner, shared voting power, shared dispositive power, investment adviser, +2 more

6 terms

beneficial owner financial

"CCM is the beneficial owner of 13,200,117 shares of common stock"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Shared power to vote or to direct the vote: 13,200,117 shares"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared power to dispose or to direct the disposition of: 13,200,117 shares"

investment adviser financial

"CCM is the investment adviser to CCP, which is an investment limited partnership"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

general partner financial

"CC is the General Partner of CCP"

A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

separate account financial

"a separate account managed by CCM (the "Separate Account")"

A separate account is a pool of investments legally kept apart from a firm’s general assets and managed specifically for a particular client, group of clients, or an insurance contract — like a dedicated suitcase of investments instead of putting everything in one closet. It matters to investors because it determines who absorbs gains or losses, usually offers protection from the firm’s creditors, and can have different fees, liquidity and rules than the firm’s main asset pool.

FAQ

How much of MasterBrand, Inc. (MBC) does Coliseum Capital Management beneficially own?

Coliseum Capital Management, LLC reports beneficial ownership of 13,200,117 shares of MasterBrand common stock, representing 6.5% of the outstanding class. This reflects shares held through Coliseum Capital Partners, L.P. and a separate account it manages.

What percentage of MasterBrand (MBC) is owned by Coliseum Capital Partners, L.P.?

Coliseum Capital Partners, L.P. is reported as the beneficial owner of 10,380,699 shares of MasterBrand common stock, equal to 5.1% of the class. CCP is also the record owner of those 10,380,699 shares.

What is the total MasterBrand (MBC) share count used to calculate Coliseum’s ownership?

The reported ownership percentages are based on 203,490,490 shares of MasterBrand common stock issued and outstanding as of August 3, 2026, as referenced from the company’s quarterly report figures.

How many MasterBrand (MBC) shares are attributed to the separate account managed by Coliseum?

A separate account managed by Coliseum Capital Management, LLC is the record owner of 2,819,418 shares of MasterBrand common stock. These shares, together with those held by CCP, make up the 13,200,117 shares beneficially owned by certain reporting persons.

Do the Coliseum reporting persons have sole or shared voting power over MasterBrand (MBC) shares?

The Coliseum reporting persons disclose 0 shares with sole voting or dispositive power and only shared voting and dispositive power over their MasterBrand holdings, including 13,200,117 shares for Coliseum Capital Management, Adam Gray, and Christopher Shackelton.

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Available on EDGAR 08/17/2026 - 06:29 AM Accepted by SEC EDGAR 08/17/2026 - 06:28 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

MasterBrand, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

57638P104

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 57638P104

1

Names of Reporting Persons

Coliseum Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,200,117.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,200,117.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,200,117.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.5 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 57638P104

1

Names of Reporting Persons

Coliseum Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 10,380,699.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,380,699.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,380,699.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 57638P104

1

Names of Reporting Persons

Coliseum Capital Partners, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 10,380,699.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,380,699.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,380,699.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 57638P104

1

Names of Reporting Persons

Adam Gray

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,200,117.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,200,117.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,200,117.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 57638P104

1

Names of Reporting Persons

Christopher Shackelton

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,200,117.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,200,117.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,200,117.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MasterBrand, Inc.
(b)	Address of issuer's principal executive offices: 3300 Enterprise Parkway, Suite 300, Beachwood, Ohio 44122
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed on behalf of Coliseum Capital Management, LLC ("CCM"), Coliseum Capital, LLC ("CC"), Coliseum Capital Partners, L.P. ("CCP"), Adam Gray ("Gray") and Christopher Shackelton ("Shackelton" and together with CCM, CC, CCP and Gray, the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: The business address of the Reporting Persons is 105 Rowayton Avenue, Rowayton, CT 06853.
(c)	Citizenship: (i) CCM is a Delaware limited liability company; (ii) CC is a Delaware limited liability company; (iii) CCP is a Delaware limited partnership; (iv) Gray is a United States citizen; and (v) Shackelton is a United States citizen.
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 57638P104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (i) CCM is the beneficial owner of 13,200,117 shares of common stock, $0.01 par value per share ("Common Stock"); (ii) CC is the beneficial owner of 10,380,699 shares of Common Stock; (iii) CCP is the beneficial owner of 10,380,699 shares of Common Stock; (iv) Gray is the beneficial owner of 13,200,117 shares of Common Stock; and (v) Shackelton is the beneficial owner of 13,200,117 shares of Common Stock.
(b)	Percent of class: (i) CCM - 6.5%; (ii) CC - 5.1%; (iii) CCP - 5.1%; (iv) Gray - 6.5%; and (v) Shackelton - 6.5%. The ownership percentage of each Reporting Person has been calculated based on 203,490,490 shares of Common Stock issued and outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) 0 shares of Common Stock for CCM; (ii) 0 shares of Common Stock for CC; (iii) 0 shares of Common Stock for CCP; (iv) 0 shares of Common Stock for Gray; and (v) 0 shares of Common Stock for Shackelton.
	(ii) Shared power to vote or to direct the vote: (i) 13,200,117 shares of Common Stock for CCM; (ii) 10,380,699 shares of Common Stock for CC; (iii) 10,380,699 shares of Common Stock for CCP; (iv) 13,200,117 shares of Common Stock for Gray; and (v) 13,200,117 shares of Common Stock for Shackelton.
	(iii) Sole power to dispose or to direct the disposition of: (i) 0 shares of Common Stock for CCM; (ii) 0 shares of Common Stock for CC; (iii) 0 shares of Common Stock for CCP; (iv) 0 shares of Common Stock for Gray; and (v) 0 shares of Common Stock for Shackelton.
	(iv) Shared power to dispose or to direct the disposition of: (i) 13,200,117 shares of Common Stock for CCM; (ii) 10,380,699 shares of Common Stock for CC; (iii) 10,380,699 shares of Common Stock for CCP; (iv) 13,200,117 shares of Common Stock for Gray; and (v) 13,200,117 shares of Common Stock for Shackelton.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. CCM is the investment adviser to CCP, which is an investment limited partnership. CC is the General Partner of CCP. Gray and Shackelton are the managers of CC and CCM. The Reporting Persons may be deemed to be members of a group with respect to the Common Stock owned of record by CCP and a separate account managed by CCM (the "Separate Account"). CCP is the record owner of 10,380,699 shares of Common Stock and the Separate Account is the record owner of 2,819,418 shares of Common Stock.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Coliseum Capital Management, LLC

Signature:	/s/ Ash Cousins
Name/Title:	Ash Cousins/Attorney-in-fact
Date:	08/17/2026

Coliseum Capital, LLC

Signature:	/s/ Ash Cousins
Name/Title:	Ash Cousins/Attorney-in-fact
Date:	08/17/2026

Coliseum Capital Partners, L.P.

Signature:	by: Coliseum Capital, LLC, its General Partner, /s/ Ash Cousins
Name/Title:	Ash Cousins/Attorney-in-fact
Date:	08/17/2026

Adam Gray

Signature:	/s/ Ash Cousins
Name/Title:	Ash Cousins/Attorney-in-fact
Date:	08/17/2026

Christopher Shackelton

Signature:	/s/ Ash Cousins
Name/Title:	Ash Cousins/Attorney-in-fact
Date:	08/17/2026

Exhibit Information

Executed by Ash Cousins pursuant to a Power of Attorney which is incorporated herein by reference to Exhibit 99.2 to the Amendment No. 2 to Schedule 13G filed by Coliseum Capital Management, LLC on May 15, 2026.