Wanninger Kurt 4

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.