MasterBrand, Inc.·4

Jun 1, 4:54 PM ET

HENDRIX DANIEL T 4

4 · MasterBrand, Inc. · Filed Jun 1, 2026

Research Summary

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MasterBrand (MBC) Director Daniel Hendrix Receives 80,185 Shares

What Happened

  • Daniel T. Hendrix, a director of MasterBrand, Inc. (MBC), was credited with 80,185 shares on May 28, 2026. The Form 4 reports the shares as an award/acquisition at $0.00 (total reported value $0.00). This was not an open-market purchase or sale but a conversion/award tied to a merger transaction.

Key Details

  • Transaction date: 2026-05-28; Form 4 filed: 2026-06-01 (timely filing).
  • Reported transaction type/code: A (award/acquisition); price per share reported: $0.00.
  • Shares owned after transaction: not specified in the provided filing details.
  • Footnotes: The shares were issued pursuant to the Merger Agreement dated August 5, 2025, under which American Woodmark Corporation (AMWD) merged into a MasterBrand subsidiary. Each AMWD share converted into 5.150 MasterBrand shares; AMWD restricted stock units held by non-employee directors were converted into MasterBrand shares on that basis, with cash paid for fractional shares and reductions for any applicable tax withholding.

Context

  • This was a merger-driven conversion of AMWD restricted stock units into MasterBrand common shares, not a purchase or sale that indicates a director choice to trade. The $0.00 per-share amount reflects conversion/award treatment rather than cash consideration.

Insider Transaction Report

Form 4
Period: 2026-05-28
Transactions
  • Award

    Common Stock, par value $0.01 per share

    [F1][F2]
    2026-05-28+80,18580,185 total
Footnotes (2)
  • [F1]On May 28, 2026, pursuant to that certain Agreement and Plan of Merger, dated August 5, 2025 (the "Merger Agreement"), by and among the issuer, Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of the issuer ("Merger Sub"), and American Woodmark Corporation, a Virginia corporation ("AMWD"), Merger Sub merged with and into AMWD with AMWD surviving as a wholly owned subsidiary of the issuer (the "Merger").
  • [F2]At the effective time of the Merger (the "Effective Time"), each share of common stock of AMWD outstanding immediately prior to the Effective Time converted into the right to receive 5.150 shares of common stock of the issuer (such ratio, the "Exchange Ratio"). In addition, at the Effective Time, each restricted stock unit held by AMWD's non-employee directors converted into the right to receive a number of shares of issuer common stock equal to the number of shares of AMWD common stock subject to the restricted stock unit immediately prior to the Effective Time multiplied by the Exchange Ratio (with a cash payment in respect of any fractional shares in accordance with the Merger Agreement), less any applicable tax withholding.
Signature
/s/ Andrean R. Horton, Attorney-in-Fact for Daniel T. Hendrix|2026-06-01

Documents

1 file
  • 4
    ownership.xmlPrimary

    4