Horton Andrean 4

What Happened Horton Andrean, EVP, Chief Legal Officer & Secretary of MasterBrand, received 55,640 performance-based shares (grant/A) on February 11, 2026. At vesting, the company withheld 26,330 shares (transaction code F) to cover withholding taxes; those withheld shares were valued at $13.82 each for a total of $363,881. The performance awards were earned at 170% of target based on a three‑year performance period and issued upon vesting.

Key Details

• Transaction dates: February 11, 2026 (reported on Form 4 filed Feb 13, 2026) — filing appears timely.
• Award: 55,640 shares issued (acquisition price shown as $0.00 for the grant).
• Withholding: 26,330 shares withheld at $13.82/share = $363,881 to satisfy tax withholding (exempt under Rule 16b-3(e)).
• Footnotes: Awards represent performance shares earned at 170% of target over three years (F1). Withholding reflects company share retention for taxes (F2). Reported holdings include 47,481 restricted stock units that have not yet vested (F3).
• Shares owned after the transaction are reported on the Form 4 and include the unvested RSUs noted above.

Context This was the issuance of performance shares upon vesting, not an open-market purchase or voluntary sale. The withholding of shares to cover taxes is a routine, administrative disposition and does not necessarily indicate a change in the insider’s view of the company. The material point for investors is the company recognized strong performance (170% of target) resulting in a larger-than-target payout.