Coliseum Capital group reports owning 10,956,767 shares of MasterBrand, Inc. common stock, representing 8.6% of the company. The stake is held through Coliseum Capital Partners, L.P., which is the record owner of 8,961,638 shares, and a separate account that holds 1,995,129 shares.
Coliseum Capital Management, LLC, Coliseum Capital, LLC, Adam Gray, and Christopher Shackelton are all listed as reporting persons, each with shared voting and dispositive power and no sole authority over these shares. The 8.6% figure is calculated against 127,537,368 shares outstanding as of February 11, 2026, as disclosed in MasterBrand’s Form 10-K.
The group certifies that the shares were not acquired and are not held for the purpose of changing or influencing control of MasterBrand, other than activities solely in connection with a nomination under Rule 14a-11, indicating a passive Schedule 13G/A filing rather than an activist control filing.
Positive
None.
Negative
None.
Insights
Coliseum discloses a sizable but passive 8.6% stake in MasterBrand.
The filing shows the Coliseum Capital complex collectively beneficially owns 10,956,767 MasterBrand shares, or 8.6% of the common stock, based on 127,537,368 shares outstanding as of February 11, 2026. Ownership is spread across a partnership, a separate account, and related management entities.
All reporting persons have shared, not sole, voting and dispositive power, which aligns with a centralized investment management structure. The certification explicitly states the stake is not held to change or influence control, other than activities tied to nominations under Rule 14a-11.
This positions Coliseum as a significant institutional holder rather than a declared activist in this document. Any future change from a passive to an active stance would require a different type of disclosure, so subsequent ownership or form-type changes in later periods would be the key developments to track.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
MasterBrand, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
57638P104
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
10,956,767.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,956,767.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,956,767.00
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)
8.6 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
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
8,961,638.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,961,638.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,961,638.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
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
8,961,638.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,961,638.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,961,638.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
10,956,767.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,956,767.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,956,767.00
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)
8.6 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
10,956,767.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,956,767.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,956,767.00
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)
8.6 %
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 300Beachwood, 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 10,956,767 shares of common stock, $0.01 par value per share ("Common Stock"); (ii) CC is the beneficial owner of 8,961,638 shares of Common Stock; (iii) CCP is the beneficial owner of 8,961,638 shares of Common Stock; (iv) Gray is the beneficial owner of 10,956,767 shares of Common Stock; and (v) Shackelton is the beneficial owner of 10,956,767 shares of Common Stock.
(b)
Percent of class:
(i) CCM - 8.6%; (ii) CC - 7.0%; (iii) CCP - 7.0%; (iv) Gray - 8.6%; and (v) Shackelton - 8.6%. The ownership percentage of each Reporting Person has been calculated based on an assumed total of 127,537,368 shares of Common Stock issued and outstanding as of February 11, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 13, 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) 10,956,767 shares of Common Stock for CCM; (ii) 8,961,638 shares of Common Stock for CC; (iii) 8,961,638 shares of Common Stock for CCP; (iv) 10,956,767 shares of Common Stock for Gray; and (v) 10,956,767 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) 10,956,767 shares of Common Stock for CCM; (ii) 8,961,638 shares of Common Stock for CC; (iii) 8,961,638 shares of Common Stock for CCP; (iv) 10,956,767 shares of Common Stock for Gray; and (v) 10,956,767 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 8,961,638 shares of Common Stock and the Separate Account is the record owner of 1,995,129 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/ Adam Cina
Name/Title:
Adam Cina / Attorney-in-fact
Date:
02/17/2026
Coliseum Capital, LLC
Signature:
/s/ Adam Cina
Name/Title:
Adam Cina / Attorney-in-fact
Date:
02/17/2026
Coliseum Capital Partners, L.P.
Signature:
/s/ Adam Cina, by: Coliseum Capital, LLC, its General Partner
How much of MasterBrand, Inc. (MBC) does the Coliseum group own?
The Coliseum group beneficially owns 10,956,767 shares of MasterBrand common stock, representing 8.6% of the outstanding shares. This percentage is based on 127,537,368 shares outstanding as of February 11, 2026, per MasterBrand’s Form 10-K.
Which Coliseum entities are reporting owners of MasterBrand (MBC) shares?
The reporting persons are Coliseum Capital Management, LLC, Coliseum Capital, LLC, Coliseum Capital Partners, L.P., and individuals Adam Gray and Christopher Shackelton. Each is deemed to beneficially own shares of MasterBrand common stock through shared voting and dispositive power arrangements.
How are MasterBrand (MBC) shares held within the Coliseum structure?
MasterBrand shares are held mainly by Coliseum Capital Partners, L.P., which is the record owner of 8,961,638 shares, and a separate account that owns 1,995,129 shares. Collectively, these holdings total 10,956,767 shares of MasterBrand common stock.
Is Coliseum seeking control of MasterBrand, Inc. (MBC) with this stake?
Coliseum certifies the shares were not acquired and are not held for the purpose of changing or influencing control of MasterBrand. The only exception referenced is for activities solely connected with a nomination under Rule 14a-11, consistent with a passive Schedule 13G/A filing.
What ownership percentages do individual Coliseum entities report in MasterBrand (MBC)?
Coliseum Capital Management, LLC, Adam Gray, and Christopher Shackelton each report 8.6% beneficial ownership. Coliseum Capital, LLC and Coliseum Capital Partners, L.P. each report 7.0% beneficial ownership, all calculated using 127,537,368 MasterBrand shares outstanding.
Do Coliseum reporting persons have sole or shared voting power over MasterBrand (MBC) shares?
Each reporting person reports zero sole voting or dispositive power and only shared voting and dispositive power over their respective MasterBrand shares. This indicates decisions regarding the 10,956,767 shares are made on a shared basis within the Coliseum structure.
