Simon Andrea Helen 4

What Happened

• Simon Andrea Helen, EVP & CFO of MasterBrand, received 79,179 performance-based shares on Feb 11, 2026 (awarded at $0.00). To cover tax withholding related to the award, 31,519 shares were surrendered/withheld at a fair market value of $13.82 per share (total ~$435,593). The awards were earned based on three-year performance at 170% of target and issued upon vesting.

Key Details

• Transaction date: 2026-02-11 (filed with SEC on 2026-02-13; filing appears timely).
• Award: 79,179 shares granted/issued (Code A) at $0.00.
• Withholding/tax settlement: 31,519 shares withheld/disposed (Code F) at $13.82; proceeds equal ~$435,593.
• Net new shares from this settlement: 79,179 granted − 31,519 withheld = 47,660 shares retained by the insider.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes: F1—performance shares vesting at 170% of target; F2—issuer withheld shares to satisfy withholding taxes (exempt under Rule 16b-3(e)); F3—there are 84,945 restricted stock units that have not yet vested.

Context

• This was not an open-market sale for cash but a common tax-withholding settlement when performance awards vest (issuer withheld shares equal to the tax due). Such withholding is routine and exempt under Rule 16b-3(e). The primary signal is an award vesting (acquisition), with a portion surrendered solely to cover taxes.