Coliseum group holds 9.9% of MasterBrand (NASDAQ: MBC) in amended 13G/A

Rhea-AI Filing Summary

MasterBrand, Inc. reporting persons led by Coliseum Capital filed an amended Schedule 13G/A disclosing beneficial ownership positions in the issuer's Common Stock.

The filing shows Coliseum Capital Management, LLC and related entities and individuals beneficially own up to 12,694,710 shares, equal to 9.9% of the 127,984,590 shares outstanding as of May 4, 2026.

Key Figures

Shares outstanding: 127,984,590 shares Coliseum Capital Management holdings: 12,694,710 shares Coliseum Capital, LLC holdings: 10,380,699 shares +3 more

6 metrics

Shares outstanding 127,984,590 shares as of May 4, 2026

Coliseum Capital Management holdings 12,694,710 shares beneficial ownership reported on Schedule 13G/A

Coliseum Capital, LLC holdings 10,380,699 shares record owner via CCP/General Partner disclosure

Separate Account holdings 2,314,011 shares record owner noted as Separate Account in the filing

Percent of class (CCM / Gray / Shackelton) 9.9% calculated using 127,984,590 shares outstanding

Percent of class (CC / CCP) 8.1% each reported for Coliseum Capital, LLC and Coliseum Capital Partners, L.P.

Key Terms

Beneficial owner, Shared dispositive power, Schedule 13G/A, Separate Account

4 terms

Beneficial owner regulatory

"CCM is the beneficial owner of 12,694,710 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 dispositive power regulatory

"Shared Dispositive Power 12,694,710.00"

Schedule 13G/A regulatory

"This is being filed on behalf of Coliseum Capital Management, LLC ... (the "Reporting Persons")."

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Separate Account other

"the Separate Account is the record owner of 2,314,011 shares of Common Stock"

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

MasterBrand, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

57638P104

(CUSIP Number)

03/31/2026

(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 12,694,710.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,694,710.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,694,710.00

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)

9.9 %

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)

8.1 %

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)

8.1 %

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 12,694,710.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,694,710.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,694,710.00

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)

9.9 %

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 12,694,710.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,694,710.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,694,710.00

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)

9.9 %

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 12,694,710 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 12,694,710 shares of Common Stock; and (v) Shackelton is the beneficial owner of 12,694,710 shares of Common Stock.
(b)	Percent of class: (i) CCM - 9.9%; (ii) CC - 8.1%; (iii) CCP - 8.1%; (iv) Gray - 9.9%; and (v) Shackelton - 9.9%. The ownership percentage of each Reporting Person has been calculated based on 127,984,590 shares of Common Stock issued and outstanding as of May 4, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 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) 12,694,710 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) 12,694,710 shares of Common Stock for Gray; and (v) 12,694,710 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) 12,694,710 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) 12,694,710 shares of Common Stock for Gray; and (v) 12,694,710 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 2,314,011 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/ Chivonne Cassar
Name/Title:	Chivonne Cassar/Attorney-in-fact
Date:	05/15/2026

Coliseum Capital, LLC

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar/Attorney-in-fact
Date:	05/15/2026

Coliseum Capital Partners, L.P.

Signature:	by: Coliseum Capital, LLC, its General Partner, /s/ Chivonne Cassar
Name/Title:	Chivonne Cassar/Attorney-in-fact
Date:	05/15/2026

Adam Gray

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar/Attorney-in-fact
Date:	05/15/2026

Christopher Shackelton

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar/Attorney-in-fact
Date:	05/15/2026

FAQ

What stake does Coliseum Capital report in MasterBrand (MBC)?

Coliseum Capital reports beneficial ownership of up to 12,694,710 shares, representing 9.9% of MasterBrand's outstanding common stock as of May 4, 2026. The figure is reported on an amended Schedule 13G/A filed by the reporting persons.

How was the 9.9% ownership percentage calculated for MBC?

The percentage is calculated using 127,984,590 shares outstanding as reported in MasterBrand's Form 10-Q. Coliseum’s 12,694,710-share position divided by that outstanding count yields the disclosed 9.9% figure.

Which entities and individuals are named in the 13G/A for MBC?

The filing lists Coliseum Capital Management, LLC, Coliseum Capital, LLC, Coliseum Capital Partners, L.P., and individuals Adam Gray and Christopher Shackelton as the Reporting Persons with shared voting and dispositive power.

Are the Coliseum group holdings held directly or shared for MasterBrand shares?

The filing discloses no sole voting or dispositive power and reports the positions as shared voting and shared dispositive power. Specific record ownership includes CCP holding 10,380,699 shares and a Separate Account holding 2,314,011 shares.