Cogan Andrew B 4

What Happened
Andrew B. Cogan, a director of MasterBrand, received 81,163 shares of MasterBrand common stock on May 28, 2026. The shares were issued at $0.00 per share as part of a merger-related conversion (no cash purchase). This was an award/acquisition resulting from the merger of American Woodmark Corporation (AMWD) into a MasterBrand subsidiary; it is not an open-market purchase or sale.

Key Details

• Transaction date: May 28, 2026; Form 4 filed June 1, 2026.
• Transaction type/code: A (award/grant or other acquisition).
• Shares acquired: 81,163 at $0.00 per share (total cash paid = $0).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes: The shares were issued pursuant to the Merger Agreement dated Aug 5, 2025. At the merger's effective time, each AMWD share converted into 5.150 MasterBrand shares; AMWD restricted stock units held by non‑employee directors converted into the right to receive MasterBrand shares (cash paid for fractional shares, and amounts subject to tax withholding).
• Timeliness: Filing date is June 1 for a May 28 transaction; Form 4s are generally due within two business days, so this filing was submitted a few days after the transaction.

Context
This was a non‑cash conversion of AMWD restricted stock units into MasterBrand shares under the merger terms—effectively an award tied to the corporate transaction. Such merger conversions are routine corporate events and do not necessarily reflect the director’s personal buying or selling intent.