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: Young Mark A. (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	13077	—	Acquired	13077	Direct
2022-12-15	Common Stock, par value $0.01 per share	A	15228	—	Acquired	28305	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 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 the Issuer's common stock ("Common Stock") on the trading day immediately following the Distribution Date. [continued in footnote 2]

F2: [continued from footnote 1] 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, the Reporting Person was granted 15,228 Issuer RSUs that vest in three ratable annual installments beginning on December 15, 2023, subject to the Reporting Person's continued employment with the Issuer.

F4: Each Issuer RSU represents a contingent right to receive one share of Common Stock.