Gates Capital Discloses 9.5% Stake in MasterBrand (12.0M Shares)

Gates Capital Management and affiliated entities report beneficial ownership of 12,024,816 shares of MasterBrand, Inc. common stock, representing 9.5% of the outstanding class based on 126,730,924 shares outstanding per the issuer's filing.

Rhea-AI Filing Summary

Gates Capital Management and affiliated entities report beneficial ownership of 12,024,816 shares of MasterBrand, Inc. common stock, representing 9.5% of the outstanding class based on 126,730,924 shares outstanding per the issuer's filing. The reported position is held with shared voting and shared dispositive power of 12,024,816 shares and no sole voting or dispositive power. The filing is a Schedule 13G/A indicating the stake is reported as held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Positive

• Material disclosure of a substantial stake: The group reports ownership of 12,024,816 shares, equal to 9.5% of the class, exceeding the 5% reporting threshold
• Clear joint filing and governance transparency: The filing includes a joint filing agreement and identifies each affiliated reporting person and their shared powers

Negative

• No sole voting or dispositive power: The reporting persons disclose 0 shares of sole voting or sole dispositive power, indicating they cannot unilaterally direct votes or dispositions

Insights

Financial Analyst

TL;DR: A passive institutional position of 9.5% is material but not a controlling stake; it may influence market perception without triggering control actions.

The reporting group holds a sizeable 9.5% stake in MasterBrand, disclosed as shared voting and dispositive power across Gates Capital entities. As a Schedule 13G/A, the position is presented as passive and acquired in the ordinary course, which typically signals an investment rather than an activist intent. For investors, the key datapoints are the absolute share count and percent ownership, which cross the 5% filing threshold and therefore represent a meaningful ownership block without unilateral control.

Corporate Governance Expert

TL;DR: Ownership structure shows coordinated ownership among affiliates with shared authority but no sole control, limiting immediate governance impact.

The filing identifies four reporting persons acting jointly: the investment adviser, its GP, managing corporation, and an individual officer, each reporting identical shared voting and dispositive power for 12,024,816 shares. The joint filing agreement confirms coordinated disclosure obligations. Because no sole voting power is reported and the position is characterized as passive, this stake does not, by itself, constitute a claim to control under Section 13 but establishes a monitoring position that could affect shareholder dynamics.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MasterBrand (MBC) shares does Gates Capital report owning?

The filing reports 12,024,816 shares of MasterBrand common stock as beneficially owned by the Gates Capital reporting group.

What percentage of MasterBrand (MBC) does the Gates Capital group own?

The reported position represents 9.5% of the outstanding common stock, based on 126,730,924 shares outstanding cited in the filing.

Does Gates Capital have sole voting control over these MasterBrand shares?

No. The filing reports 0 shares of sole voting power and 12,024,816 shares of shared voting power.

Is this Schedule 13G/A filing indicating an activist intent to change control at MasterBrand?

No. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Which entities are included in the reporting group for this filing?

The reporting persons are Gates Capital Management, L.P., Gates Capital Management GP, LLC, Gates Capital Management, Inc., and Jeffrey L. Gates, each reporting identical shared powers over the disclosed shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 03:44 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. 2)

MasterBrand, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

57638P104

(CUSIP Number)

06/30/2025

(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

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 12,024,816.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,024,816.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,024,816.00

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)

9.5 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 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 12,024,816.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,024,816.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,024,816.00

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)

9.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 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 12,024,816.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,024,816.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,024,816.00

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)

9.5 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

CUSIP No. 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 12,024,816.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,024,816.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,024,816.00

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)

9.5 %

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: 12,024,816
(b)	Percent of class: 9.5 %
(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: 12,024,816
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 12,024,816 The percentage set forth this SCHEDULE 13G/A is calculated based upon the 126,730,924 shares of Common Stock issued and outstanding as of August 1, 2025 as in the Company's Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025. 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.
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:	08/14/2025

Gates Capital Management GP, LLC

Signature:	/s/ Jeffrey L. Gates
Name/Title:	Jeffrey L. Gates- President
Date:	08/14/2025

Gates Capital Management, Inc.

Signature:	/s/ Jeffrey L. Gates
Name/Title:	Jeffrey L. Gates- President
Date:	08/14/2025

Jeffrey L. Gates

Signature:	/s/ Jeffrey L. Gates
Name/Title:	Jeffrey L. Gates
Date:	08/14/2025

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, 2025 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