Banyard R David 4
4 · MasterBrand, Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
MasterBrand (MBC) CEO Banyard Receives 325,277 Shares; Withholds 151,663
What Happened R. David Banyard, MasterBrand’s CEO & President and a director, received 325,277 shares on February 11, 2026 as the settlement of performance share awards (reported as an award/grant). Simultaneously, 151,663 shares were withheld by the company to satisfy withholding taxes — those withheld shares were valued at $13.82 each, totaling $2,095,983. The awards were issued upon vesting and had a $0 exercise price.
Key Details
- Transaction date: 2026-02-11; Form 4 filed 2026-02-13 (appears timely).
- Award: 325,277 shares granted/issued upon vesting (code A; price $0.00).
- Tax withholding: 151,663 shares withheld (code F) at $13.82/share = $2,095,983.
- Footnote F1: Awards were performance shares earned at 170% of target based on a three-year performance period.
- Footnote F2: Withholding of shares to cover taxes was handled by the issuer (exempt under Rule 16b-3(e)).
- Footnote F3: Filing notes 319,282 restricted stock units that have not yet vested and 300,419 shares deferred under the company’s deferred compensation plan.
Context This was a vesting of performance-based equity, not an open-market purchase or exercise-for-cash. Withholding shares to pay taxes is common and does not necessarily signal a view on the stock — it’s a routine settlement mechanism following vesting.
Insider Transaction Report
- Award
Common Stock, par value $0.01 per share
[F1]2026-02-11+325,277→ 1,519,994 total - Tax Payment
Common Stock, par value $0.01 per share
[F2][F3]2026-02-11$13.82/sh−151,663$2,095,983→ 1,368,331 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 319,282 restricted stock units that have not yet vested and 300,419 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.