Banyard R David 4

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.