MasterBrand, Inc. — Director's Dealing 2022

Dec 20, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MasterBrand, Inc. (MBC)
CIK: 0001941365
Period of Report: 2022-12-15

Reporting Person: Van Doren Martin Scott (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-15	Common Stock, par value $0.01 per share	A	17322	—	Acquired	26156	Direct
2022-12-15	Common Stock, par value $0.01 per share	A	80864	—	Acquired	107020	Direct
2022-12-15	Common Stock, par value $0.01 per share	A	95178	—	Acquired	202198	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-15	Stock option (right to buy)	$5.94	A	19231	Acquired	2029-02-21	Common Stock (19231)	Direct
2022-12-15	Stock option (right to buy)	$8.58	A	31152	Acquired	2030-02-24	Common Stock (31152)	Direct
2022-12-15	Stock option (right to buy)	$10.76	A	26768	Acquired	2031-02-22	Common Stock (26768)	Direct
2022-12-15	Stock option (right to buy)	$10.75	A	25717	Acquired	2032-02-28	Common Stock (25717)	Direct

Footnotes

F1: In connection with the separation of the Issuer from Fortune Brands Home & Security, Inc. ("FBHS"), effective December 14, 2022 (the "Spin-Off"), each FBHS shareholder received a pro-rata dividend in the form of one share of the Issuer's common stock ("Common Stock") for each share of FBHS common stock held by such shareholder on the record date of December 2, 2022. The shares of Common Stock reported herein include 8,834 shares acquired by the Reporting Person in connection with the Spin-Off, and such acquisition was exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act.

F2: In connection with the Spin-Off, each FBHS restricted stock unit ("RSU") held at the close of business on December 14, 2022 (the "Distribution Date") by any Cabinets Service Provider (as defined in the Employee Matters Agreement, dated December 14, 2022, filed as Exhibit 10.3 to the Form 8-K filed by the Issuer on December 15, 2022) was replaced with a substitute Issuer RSU in an amount equal to the number of FBHS RSUs multiplied by a fraction, the numerator of which is the volume-weighted average price of FBHS common stock on the trading day immediately prior to the Distribution Date, and the denominator of which is the volume-weighted average price of Common Stock on the trading day immediately following the Distribution Date. Each substitute Issuer RSU shall vest based on the holder's continued employment or service with the Issuer, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS RSU.

F3: In connection with the Spin-Off, each FBHS performance share award ("PSA") held at the close of business on the Distribution Date by any Cabinets Service Provider was replaced with a substitute Issuer RSU. Pursuant to the terms of the Employee Matters Agreement, the number of substitute Issuer RSUs was based on the number of FBHS PSAs that would have been earned based on the projected performance through the end of the performance period. These substitute Issuer RSUs shall vest on the last day of the performance period applicable to the corresponding FBHS PSA, subject to continued employment through the vesting date, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS PSA.

F4: In connection with the Spin-Off, the Reporting Person was granted 95,178 Issuer RSUs that vest 50% on December 15, 2024 and 50% on March 1, 2025, subject to the Reporting Person's continued employment with the Issuer.

F5: Each Issuer RSU represents a contingent right to receive one share of Common Stock.

F6: In connection with the Spin-Off, each FBHS stock option, whether vested or unvested, held at the close of business on the Distribution Date by any Cabinets Service Provider was replaced with a substitute option to purchase Common Stock with an equal Intrinsic Value (as defined in the Employee Matters Agreement). Each substitute option shall become exercisable and terminate based on the holder's continued employment or service with the Issuer, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS stock option.

F7: The options have fully vested.

F8: The options vest in three equal annual installments beginning on February 28, 2021, subject to the Reporting Person's continued employment with the Issuer.

F9: The options vest in three equal annual installments beginning on February 28, 2022, subject to the Reporting Person's continued employment with the Issuer.

F10: The options vest in three equal annual installments beginning on February 28, 2023, subject to the Reporting Person's continued employment with the Issuer.