[SCHEDULE 13G] MasterBrand, Inc. SEC Filing

Rhea-AI Filing Summary

Coliseum Capital affiliates disclosed passive ownership stakes in MasterBrand, Inc. (MBC). Coliseum Capital Management, LLC reports shared beneficial ownership of 6,960,829 shares, equal to 5.5% of the outstanding common stock based on 126,730,924 shares outstanding as of August 1, 2025. Coliseum Capital, LLC and Coliseum Capital Partners, L.P. each report beneficial ownership of 5,700,896 shares (4.5%). Adam Gray and Christopher Shackelton are reported with shared ownership of 6,960,829 shares (5.5%). The filing states the positions were not acquired to influence control and identifies CCP as record owner of 5,700,896 shares and a Separate Account holding 1,259,933 shares.

Positive

• Transparent disclosure of share counts and percentage ownership (exact shares and 126,730,924 share base provided)
• Filed on Schedule 13G with a certification that the holdings are not for the purpose of changing control, indicating passive investor intent
• Breakout of record ownership between CCP (5,700,896 shares) and a Separate Account (1,259,933 shares) clarifies sources of the position

Negative

• Potential group characterization—the filing states the Reporting Persons "may be deemed to be members of a group," which could raise questions about coordinated action
• Shared voting/dispositive power reported across multiple entities and individuals could obscure who would act in a contested vote

Insights

Financial Analyst

TL;DR: Coliseum affiliates hold a meaningful passive stake in MBC (5.5%), disclosed as non-control and could influence vote outcomes on close matters.

The reported 5.5% shared ownership by Coliseum Capital Management and the two named principals signals a sizeable passive position for an institutional investor in a mid-cap issuer. The filing uses Schedule 13G and includes a certification that the holdings are not intended to change control, which indicates passive intent under SEC rules. Investors should note the exact share counts and the denominator used (126,730,924 shares) are disclosed, enabling precise ownership calculations. The filing also clarifies record ownership split between CCP (5,700,896) and a Separate Account (1,259,933), which explains differences across reporting persons.

Corporate Governance Expert

TL;DR: Disclosure follows Schedule 13G passive-investor format; group status language merits monitoring for coordinated action risk.

The statement appropriately files under Schedule 13G and includes Item 8 disclosure that the Reporting Persons "may be deemed to be members of a group" because of overlapping ownership between CCP and a Separate Account managed by CCM. While the filing asserts non-control intent, the group characterization and shared voting/dispositive power reported for multiple entities and individuals create potential governance considerations if coordination emerges. The certification in Item 10 affirms passive intent, but any future changes in voting coordination would require timely amendments or different filing forms.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

MasterBrand, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

57638P104

(CUSIP Number)

08/11/2025

(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 6,960,829.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,960,829.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,960,829.00

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)

5.5 %

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 5,700,896.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,700,896.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,700,896.00

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)

4.5 %

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 5,700,896.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,700,896.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,700,896.00

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)

4.5 %

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 6,960,829.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,960,829.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,960,829.00

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)

5.5 %

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 6,960,829.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,960,829.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,960,829.00

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)

5.5 %

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 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 6,960,829 shares of common stock, $0.01 par value per share ("Common Stock"); (ii) CC is the beneficial owner of 5,700,896 shares of Common Stock; (iii) CCP is the beneficial owner of 5,700,896 shares of Common Stock; (iv) Gray is the beneficial owner of 6,960,829 shares of Common Stock; and (v) Shackelton is the beneficial owner of 6,960,829 shares of Common Stock.
(b)	Percent of class: (i) CCM - 5.5%; (ii) CC - 4.5%; (iii) CCP - 4.5%; (iv) Gray - 5.5%; and (v) Shackelton - 5.5%. The ownership percentage of each Reporting Person has been calculated based on an assumed total of 126,730,924 shares of Common Stock issued and outstanding as of August 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025.
(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) 6,960,829 shares of Common Stock for CCM; (ii) 5,700,896 shares of Common Stock for CC; (iii) 5,700,896 shares of Common Stock for CCP; (iv) 6,960,829 shares of Common Stock for Gray; and (v) 6,960,829 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) 6,960,829 shares of Common Stock for CCM; (ii) 5,700,896 shares of Common Stock for CC; (iii) 5,700,896 shares of Common Stock for CCP; (iv) 6,960,829 shares of Common Stock for Gray; and (v) 6,960,829 shares of Common Stock for Shackelton.
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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) 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 5,700,896 shares of Common Stock and the Separate Account is the record owner of 1,259,933 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:	Adam Cina
Name/Title:	Attorney-in-fact
Date:	08/18/2025

Coliseum Capital, LLC

Signature:	Adam Cina
Name/Title:	Attorney-in-fact
Date:	08/18/2025

Coliseum Capital Partners, L.P.

Signature:	Adam Cina
Name/Title:	Attorney-in-fact
Date:	08/18/2025

Adam Gray

Signature:	Adam Cina
Name/Title:	Attorney-in-fact
Date:	08/18/2025

Christopher Shackelton

Signature:	Adam Cina
Name/Title:	Attorney-in-fact
Date:	08/18/2025

FAQ

How many MasterBrand (MBC) shares did Coliseum Capital Management report owning?

Coliseum Capital Management reported shared beneficial ownership of 6,960,829 shares, equal to 5.5% of outstanding common stock based on 126,730,924 shares.

Are these holdings reported as passive or with intent to influence control?

The filing is a Schedule 13G and includes a certification stating the securities were not acquired and are not held to change or influence control, indicating passive intent.

What portion of the position is held by Coliseum Capital Partners, L.P. versus a Separate Account?

The filing states CCP is the record owner of 5,700,896 shares and a Separate Account managed by CCM is the record owner of 1,259,933 shares.

Do any individuals report ownership, and if so how much?

Adam Gray and Christopher Shackelton each report shared beneficial ownership of 6,960,829 shares (5.5%).

What is the denominator used to calculate the ownership percentages?

Percentages are calculated using an assumed total of 126,730,924 shares outstanding as of August 1, 2025 as reported by the issuer.