Fracassa Philip D. 4

What Happened
Philip D. Fracassa, a director of MasterBrand, Inc., was issued/received 21,217 shares of MasterBrand common stock on May 28, 2026. The Form 4 reports these shares as an award/acquisition at $0.00 per share — the shares were issued as part of the Merger with American Woodmark (no cash purchase).

Key Details

• Transaction date: May 28, 2026; Form 4 filed June 1, 2026 (filed within the typical two-business-day window).
• Transaction type/code: A (award/acquisition) — 21,217 shares at $0.00 per share.
• Shares owned after transaction: Not specified in the excerpt provided.
• Footnotes: F1 describes the Merger of American Woodmark into a MasterBrand subsidiary; F2 states AMWD common shares and non-employee director restricted stock units converted at an Exchange Ratio of 5.150 (cash paid for fractional shares and tax withholding as applicable).
• No 10b5-1 plan, cashless sale, or tax-withholding sale was indicated in the provided excerpt.

Context
These shares were issued as merger consideration/conversion of American Woodmark equity (including restricted stock units for non-employee directors) under the Merger Agreement — this is not a market purchase or sale and therefore does not directly signal buying or selling intent. Purchases by insiders can be more informative about sentiment; merger-conversion issuances are routine corporate transaction mechanics.