Sec Form 4 Filing - Van Doren Martin Scott @ MasterBrand, Inc. - 2022-12-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Van Doren Martin Scott 2. Issuer Name and Ticker or Trading Symbol MasterBrand, Inc. [ MBC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Sales (Last) (First) (Middle) ONE MASTERBRAND CABINETS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2022 (Street) JASPER, IN47546 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 12/15/2022 A( 2 )( 5 ) 17,322 A $ 0 26,156( 1 )( 2 ) D Common Stock, par value $0.01 per share 12/15/2022 A( 3 )( 5 ) 80,864 A $ 0 107,020( 1 )( 3 ) D Common Stock, par value $0.01 per share 12/15/2022 A( 4 )( 5 ) 95,178 A $ 0 202,198( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock option (right to buy) $ 5.94 12/15/2022 A( 6 ) 19,231 ( 7 ) 02/21/2029 Common Stock 19,231 $ 0 19,231 D Stock option (right to buy) $ 8.58 12/15/2022 A( 6 ) 31,152 ( 8 ) 02/24/2030 Common Stock 31,152 $ 0 31,152 D Stock option (right to buy) $ 10.76 12/15/2022 A( 6 ) 26,768 ( 9 ) 02/22/2031 Common Stock 26,768 $ 0 26,768 D Stock option (right to buy) $ 10.75 12/15/2022 A( 6 ) 25,717 ( 10 ) 02/28/2032 Common Stock 25,717 $ 0 25,717 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Van Doren Martin Scott ONE MASTERBRAND CABINETS DRIVE JASPER, IN47546 EVP, Sales Signatures /s/ Andrean Horton, attorney-in-fact for Martin Scott Van Doren 12/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the separation of the Issuer from Fortune Brands Home & Security, Inc. ("FBHS"), effective December 14, 2022 (the "Spin-Off"), each FBHS shareholder received a pro-rata dividend in the form of one share of the Issuer's common stock ("Common Stock") for each share of FBHS common stock held by such shareholder on the record date of December 2, 2022. The shares of Common Stock reported herein include 8,834 shares acquired by the Reporting Person in connection with the Spin-Off, and such acquisition was exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act. ( 2 )In connection with the Spin-Off, each FBHS restricted stock unit ("RSU") held at the close of business on December 14, 2022 (the "Distribution Date") by any Cabinets Service Provider (as defined in the Employee Matters Agreement, dated December 14, 2022, filed as Exhibit 10.3 to the Form 8-K filed by the Issuer on December 15, 2022) was replaced with a substitute Issuer RSU in an amount equal to the number of FBHS RSUs multiplied by a fraction, the numerator of which is the volume-weighted average price of FBHS common stock on the trading day immediately prior to the Distribution Date, and the denominator of which is the volume-weighted average price of Common Stock on the trading day immediately following the Distribution Date. Each substitute Issuer RSU shall vest based on the holder's continued employment or service with the Issuer, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS RSU. ( 3 )In connection with the Spin-Off, each FBHS performance share award ("PSA") held at the close of business on the Distribution Date by any Cabinets Service Provider was replaced with a substitute Issuer RSU. Pursuant to the terms of the Employee Matters Agreement, the number of substitute Issuer RSUs was based on the number of FBHS PSAs that would have been earned based on the projected performance through the end of the performance period. These substitute Issuer RSUs shall vest on the last day of the performance period applicable to the corresponding FBHS PSA, subject to continued employment through the vesting date, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS PSA. ( 4 )In connection with the Spin-Off, the Reporting Person was granted 95,178 Issuer RSUs that vest 50% on December 15, 2024 and 50% on March 1, 2025, subject to the Reporting Person's continued employment with the Issuer. ( 5 )Each Issuer RSU represents a contingent right to receive one share of Common Stock. ( 6 )In connection with the Spin-Off, each FBHS stock option, whether vested or unvested, held at the close of business on the Distribution Date by any Cabinets Service Provider was replaced with a substitute option to purchase Common Stock with an equal Intrinsic Value (as defined in the Employee Matters Agreement). Each substitute option shall become exercisable and terminate based on the holder's continued employment or service with the Issuer, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS stock option. ( 7 )The options have fully vested. ( 8 )The options vest in three equal annual installments beginning on February 28, 2021, subject to the Reporting Person's continued employment with the Issuer. ( 9 )The options vest in three equal annual installments beginning on February 28, 2022, subject to the Reporting Person's continued employment with the Issuer. ( 10 )The options vest in three equal annual installments beginning on February 28, 2023, subject to the Reporting Person's continued employment with the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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