MasterBrand, Inc. — Director's Dealing 2023

Jan 26, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MasterBrand, Inc. (MBC)
CIK: 0001941365
Period of Report: 2023-01-23

Reporting Person: GOLDMAN SACHS GROUP INC (10% Owner)
Reporting Person: GOLDMAN SACHS & CO. LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-23	Common Stock	S	23	$8.5491	Disposed	15778624	Indirect
2023-01-23	Common Stock	S	35	$8.58	Disposed	15778589	Indirect
2023-01-23	Common Stock	S	6	$8.5433	Disposed	15778583	Indirect
2023-01-23	Common Stock	P	24	$8.569	Acquired	15778607	Indirect
2023-01-23	Common Stock	P	100	$8.54	Acquired	15778707	Indirect
2023-01-23	Common Stock	P	500	$8.582	Acquired	15779207	Indirect
2023-01-23	Common Stock	P	300	$8.54	Acquired	15779507	Indirect
2023-01-23	Common Stock	S	587	$8.5853	Disposed	15778920	Indirect
2023-01-23	Common Stock	P	463	$8.408	Acquired	15779383	Indirect
2023-01-23	Common Stock	P	94	$8.54	Acquired	15779477	Indirect
2023-01-23	Common Stock	S	477	$8.6087	Disposed	15779000	Indirect
2023-01-23	Common Stock	S	6	$8.54	Disposed	15778994	Indirect
2023-01-23	Common Stock	S	228	$8.5879	Disposed	15778766	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-23	Equity Swap	$	P	7120	Acquired	2033-01-17	Common Stock (7120)	Indirect
2023-01-23	Equity Swap	$	P	8029	Acquired	2023-01-24	Common Stock (8029)	Indirect

Footnotes

F1: The amount of profit recoverable by the Issuer from the reported transactions will be remitted to the Issuer.

F2: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. On January 24, 2023, the Reporting Persons ceased to be a greater than 10% beneficial owner of the Issuer's Common Stock.

F3: GS Group may be deemed to beneficially own indirectly the Common Stock by reason of Goldman Sachs' direct beneficial ownership.

F4: Goldman Sachs entered into an equity swap agreement which, upon the termination of the agreement on January 17, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.552896 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.552896 per share, in each case, based on a notional amount of 7,120 shares of Common Stock.

F5: Goldman Sachs entered into an equity swap agreement which, upon the termination of the agreement on January 24, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.552896 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.552896 per share, in each case, based on a notional amount of 8,029 shares of Common Stock.