MasterBrand, Inc.·4

Feb 13, 5:06 PM ET

Wanninger Kurt 4

4 · MasterBrand, Inc. · Filed Feb 13, 2026

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MasterBrand (MBC) EVP Kurt Wanninger Receives 42,799-Share Award

What Happened Kurt Wanninger, EVP & Chief Operations Officer of MasterBrand, was issued 42,799 shares on 2026-02-11 as the settlement of performance share awards (code A). The awards vested at 170% of target for a three-year performance period. To satisfy withholding taxes when the award vested, 18,966 shares were withheld (code F) at a reported value of $13.82 per share, equal to $262,110. The award shares were issued at $0.00 per share (typical for vested equity awards); after withholding, Wanninger received a net 23,833 shares (42,799 − 18,966).

Key Details

  • Transaction dates: awards vested and were issued on 2026-02-11; Form 4 filed 2026-02-13 (timely filing).
  • Award: 42,799 shares issued (Acquired at $0.00 per share).
  • Tax withholding: 18,966 shares withheld and disposed at $13.82 each for $262,110.
  • Holdings noted in filing (footnote): 35,522 restricted stock units not yet vested, 676 shares in the issuer’s 401(k), and 40,348 shares deferred under the company’s deferred compensation plan.
  • Footnotes: F1—settlement of performance share awards under Rule 16b-3; F2—share withholding to cover taxes (exempt under Rule 16b-3(e)); F3—breakdown of other holdings.

Context This was a vesting/settlement of performance-based restricted shares, not an open-market purchase or sale for investment. The tax-withholding is a routine disposition to satisfy payroll tax obligations and does not by itself signal insider buying or selling intent. The filing reports issuance and withholding rather than a market sale.

Insider Transaction Report

Form 4
Period: 2026-02-11
Wanninger Kurt
EVP & Chief Operations Officer
Transactions
  • Award

    Common Stock, par value $0.01 per share

    [F1]
    2026-02-11+42,799238,263 total
  • Tax Payment

    Common Stock, par value $0.01 per share

    [F2][F3]
    2026-02-11$13.82/sh18,966$262,110219,297 total
Footnotes (3)
  • [F1]Represents the settlement of performance share awards granted pursuant to Rule 16b-3 under the issuer's equity incentive plan. The awards were earned based on performance over a three-year period at 170% of target and issued upon vesting.
  • [F2]Reflects the withholding by the issuer of shares having a fair market value equal to the withholding taxes payable by the undersigned at the time the award vested and became payable, such transaction being exempt under Rule 16b-3(e).
  • [F3]Includes 35,522 restricted stock units that have not yet vested, 676 shares held in the issuer's 401(k) plan, and 40,348 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.
Signature
/s/ Andrean R. Horton, attorney-in-fact for Kurt Wanninger|2026-02-13

Documents

1 file
  • 4
    wk-form4_1771020369.xmlPrimary

    FORM 4