MasterBrand (MBC): Gates Capital group reports 6.5% beneficial ownership stake

Rhea-AI Filing Summary

MasterBrand, Inc. reported that investment firm Gates Capital Management and related entities together are beneficial owners of 13,186,754 shares of its common stock. This represents 6.5% of the outstanding common shares, based on 203,490,490 shares outstanding as of August 3, 2026.

The Gates Capital entities and Jeffrey L. Gates hold no sole voting or dispositive power over these shares but have shared voting and shared dispositive power over the entire 13,186,754-share position. The ownership is reported collectively by the Gates Capital funds and their affiliated general partner, managing member, and president.

Key Figures

Shares beneficially owned: 13,186,754 shares Percent of class: 6.5% Shares outstanding: 203,490,490 shares +2 more

5 metrics

Shares beneficially owned 13,186,754 shares MasterBrand common stock reported by Gates Capital group

Percent of class 6.5% Portion of MasterBrand common stock beneficially owned

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

Shared voting power 13,186,754 shares Shares over which reporting persons share voting authority

Shared dispositive power 13,186,754 shares Shares over which reporting persons share disposal authority

Key Terms

beneficial owner, shared voting power, shared dispositive power, joint filing agreement, +1 more

5 terms

beneficial owner regulatory

"should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of the Act, the beneficial owner"

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 regulatory

"Shared Voting Power 13,186,754.00"

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 regulatory

"Shared Dispositive Power 13,186,754.00"

joint filing agreement regulatory

"JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)"

investment manager financial

"shares of Common Stock held by certain funds as to which Gates Capital serves as investment manager"

FAQ

What ownership stake in MasterBrand (MBC) does Gates Capital report?

Gates Capital and related entities report beneficial ownership of 13,186,754 shares of MasterBrand common stock, representing 6.5% of the outstanding class based on 203,490,490 shares outstanding as of August 3, 2026.

Who are the reporting persons in this MasterBrand (MBC) Schedule 13G/A?

The reporting persons are Gates Capital Management, L.P., Gates Capital Management GP, LLC, Gates Capital Management, Inc., and Jeffrey L. Gates, collectively reporting beneficial ownership of the same 13,186,754 MasterBrand common shares.

How much voting power does Gates Capital have over MasterBrand (MBC) shares?

The reporting persons have 0 shares with sole voting power and 13,186,754 shares with shared voting power. All reported MasterBrand shares are held with shared authority among the Gates Capital entities and Jeffrey L. Gates.

What dispositive power does Gates Capital report over MasterBrand (MBC) stock?

They report no sole dispositive power and shared dispositive power over 13,186,754 shares of MasterBrand common stock, meaning decisions to sell or otherwise dispose of these shares are shared among the reporting persons.

How was the 6.5% ownership of MasterBrand (MBC) calculated for Gates Capital?

The 6.5% figure is calculated using 203,490,490 MasterBrand common shares outstanding as of August 3, 2026, as referenced in the company’s quarterly report, with Gates Capital’s group holding 13,186,754 of those shares.

Does Jeffrey L. Gates directly own MasterBrand (MBC) shares in this filing?

Jeffrey L. Gates is reported as a beneficial owner with shared voting and dispositive power over 13,186,754 shares held by funds managed by Gates Capital; the statement notes it should not be construed as an admission of beneficial ownership for any reporting person.

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Available on EDGAR 08/14/2026 - 04:05 PM Accepted by SEC EDGAR 08/14/2026 - 04:02 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

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

Gates Capital Management, 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 13,186,754.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,186,754.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,186,754.00

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, PN

SCHEDULE 13G

CUSIP Number(s): 57638P104

1

Names of Reporting Persons

Gates Capital Management GP, 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 13,186,754.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,186,754.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,186,754.00

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)

OO

SCHEDULE 13G

CUSIP Number(s): 57638P104

1

Names of Reporting Persons

Gates Capital Management, Inc.

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 13,186,754.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,186,754.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,186,754.00

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, CO

SCHEDULE 13G

CUSIP Number(s): 57638P104

1

Names of Reporting Persons

Jeffrey L. Gates

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 13,186,754.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,186,754.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,186,754.00

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 Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Gates Capital Management, L.P., a Delaware limited partnership ("Gates Capital"), with respect to the shares of Common Stock held by certain funds as to which Gates Capital serves as investment manager (the "Gates Capital Funds"); (ii) Gates Capital Management GP, LLC, a Delaware limited liability company ("the General Partner"), which is the general partner of Gates Capital, with respect to the shares of Common Stock directly held by the Gates Capital Funds; (iii) Gates Capital Management, Inc., a Delaware corporation ("the Corporation"), is the managing member of the General Partner, with respect to the shares of Common Stock directly held by the Gates Capital Funds; and (iv) Jeffrey L. Gates, a United States citizen, who serves as the President of the Corporation, with respect to the shares of Common Stock directly held by the Gates Capital Funds.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is c/o Gates Capital Management, L.P., 1177 Avenue of the Americas, 46th Floor, New York, New York 10036.
(c)	Citizenship: (i) Gates Capital - a Delaware limited partnership (ii) The General Partner - a Delaware limited liability company (iii) The Corporation - a Delaware corporation (iv) Jeffrey L. Gates - a United States citizen The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
(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: 13,186,754
(b)	Percent of class: 6.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 13,186,754
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 13,186,754 The percentage set forth this SCHEDULE 13G/A is calculated based upon the 203,490,490 shares of Common Stock issued and outstanding as of August 3, 2026, as in the Company's Form 10-Q filed with the Securities and Exchange Commission on August 5, 2026. The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
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.
	Not Applicable
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 acquired and are held in the ordinary course of business and 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.

Gates Capital Management, L.P.

Signature:	/s/ Jeffrey L. Gates
Name/Title:	Jeffrey L. Gates- President
Date:	08/14/2026

Gates Capital Management GP, LLC

Signature:	/s/ Jeffrey L. Gates
Name/Title:	Jeffrey L. Gates- President
Date:	08/14/2026

Gates Capital Management, Inc.

Signature:	/s/ Jeffrey L. Gates
Name/Title:	Jeffrey L. Gates- President
Date:	08/14/2026

Jeffrey L. Gates

Signature:	/s/ Jeffrey L. Gates
Name/Title:	Jeffrey L. Gates
Date:	08/14/2026

Exhibit Information

EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATE: August 14, 2026 Gates Capital Management, L.P. By: Gates Capital Management GP, LLC, its general partner By: Gates Capital Management, Inc., its managing member By: /s/ Jeffrey L. Gates Name: Jeffrey L. Gates Title: President Gates Capital Management GP, LLC By: Gates Capital Management, Inc., its managing member By: /s/ Jeffrey L. Gates Name: Jeffrey L. Gates Title: President Gates Capital Management, Inc. By: /s/ Jeffrey L. Gates Name: Jeffrey L. Gates Title: President Jeffrey L. Gates By: /s/ Jeffrey L. Gates