MBC / MasterBrand, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Security Type

Calculation of Filing Fee Tables S-4 MasterBrand, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E

As filed with the U.S. Securities and Exchange Commission on September 5, 2025

S-4 Table of Contents As filed with the U.S. Securities and Exchange Commission on September 5, 2025 Registration No. 333-     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MASTERBRAND, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 2511 88-3479920 (State of Incorporation) (Primary Stan

Consent of Rothschild & Co Inc.

EX-99.1 Exhibit 99.1 Consent of Rothschild & Co Inc. MasterBrand, Inc. 3300 Enterprise Parkway, Suite 300 Beachwood, Ohio 44122 Attention: Board of Directors RE: Joint Proxy Statement/Prospectus, which forms a part of the Registration Statement on Form S-4 (the “Registration Statement”) of MasterBrand, Inc. (“MasterBrand”), relating to the proposed transaction between MasterBrand and American Wood

The list below represents the subsidiaries of MasterBrand, Inc., including the state or other jurisdiction of incorporation or organization.

EX-21.1 Exhibit 21.1 The list below represents the subsidiaries of MasterBrand, Inc., including the state or other jurisdiction of incorporation or organization. Name of Company Place of Incorporation or Organization MasterBrand Cabinets LLC Delaware Norcraft Companies, Inc. Delaware Norcraft Companies, L.P. Delaware Norcraft GP, L.L.C. Delaware Panther Transport, Inc. Iowa NHB Industries Limited

Consent of Jefferies LLC

EX-99.2 Exhibit 99.2 Consent of Jefferies LLC The Board of Directors American Woodmark Corporation 561 Shady Elm Road Winchester, Virginia 22602 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated August 5, 2025, to the Board of Directors of American Woodmark Corporation (“American Woodmark”) as Annex D to, and reference to such opinion letter under the headings

Questions or Feedback? Email us at [email protected] Confidential. For internal use only – do not distribute.

425 FILED BY MASTERBRAND, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AMERICAN WOODMARK CORPORATION COMMISSION FILE NO. 000-14798 Posted: 09/05/2025 • To provide MasterBrand associates with the latest updates on integration activities related to the announced merger with American Wood

FILED BY MASTERBRAND, INC.

425 FILED BY MASTERBRAND, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AMERICAN WOODMARK CORPORATION COMMISSION FILE NO. 000-14798 Team – Summer is winding down and I hope you’ve had the opportunity to spend time with friends and family enjoying the warmer temperatures. With schools st

FILED BY MASTERBRAND, INC.

FILED BY MASTERBRAND, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AMERICAN WOODMARK CORPORATION COMMISSION FILE NO. 000-14798 Forward-Looking Statements Certain statements contained in this communication, other than purely historical information, including, but not limited to, stateme

Town Hall Meeting August 7, 2025 © MasterBrand Cabinets LLC Forward Looking Statements Certain statements contained in this communication, other than purely historical information, including, but not limited to, statements as to the likelihood and an

FILED BY MASTERBRAND, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AMERICAN WOODMARK CORPORATION COMMISSION FILE NO. 000-14798 Associate Town Hall Script – Internal Use Only SLIDE 1 – Welcome slide SLIDE 2-3 – Forward Looking Statements and Additional Information SLIDE 4 What We Announ

FILED BY MASTERBRAND, INC.

FILED BY MASTERBRAND, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AMERICAN WOODMARK CORPORATION COMMISSION FILE NO. 000-14798 Subject: Important Announcement: MasterBrand and American Woodmark to Combine MasterBrand Team, I am excited to announce that MasterBrand has entered into an a

Q2 2025Investor Presentation August 6, 2025 Forward Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to, statements as to the likelihood and anticipated timing

Exhibit 99.2 Q2 2025Investor Presentation August 6, 2025 Forward Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to, statements as to the likelihood and anticipated timing of the closing of the proposed transaction, expected cost synergies and other expected benefits, effects or outcomes relating to the prop

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41545 MasterBrand, Inc. (Exact name of regis

AGREEMENT AND PLAN OF MERGER by and among MASTERBRAND, INC., MAPLE MERGER SUB, INC., AMERICAN WOODMARK CORPORATION Dated as of August 5, 2025 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MASTERBRAND, INC., MAPLE MERGER SUB, INC., and AMERICAN WOODMARK CORPORATION Dated as of August 5, 2025 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.1 Closing 2 Section 1.2 The Merger 2 ARTICLE II CERTAIN GOVERNANCE MATTERS Section 2.1 Name and Trading Symbol 3 Section 2.2 Headquarters; Other Locations 3 Section 2.3 Parent Board of Dir

FILED BY MASTERBRAND, INC.

FILED BY MASTERBRAND, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AMERICAN WOODMARK CORPORATION COMMISSION FILE NO. 000-14798 Associate FAQ About the Announcement What did MasterBrand announce? • MasterBrand announced an agreement to combine with American Woodmark. This transaction wi

MasterBrand and American Woodmark to Combine in an All-Stock Transaction to Accelerate Value Delivery Through: Industry’s most comprehensive portfolio of trusted cabinet brands and products across the value chain to benefit customers and consumers Br

Exhibit 99.3 MasterBrand and American Woodmark to Combine in an All-Stock Transaction to Accelerate Value Delivery Through: Industry’s most comprehensive portfolio of trusted cabinet brands and products across the value chain to benefit customers and consumers Broadened channel partnerships, expanded geographic reach, and enhanced operating agility Anticipated run-rate cost synergies of approximat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 MasterBrand, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 MasterBrand, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

MasterBrand Reports Second Quarter 2025 Financial Results

Exhibit 99.1 MasterBrand Reports Second Quarter 2025 Financial Results • Net sales increased 8% year-over-year to $730.9 million • Net income decreased 18% year-over-year to $37.3 million, representing a net income margin of 5.1%, down 160 basis points year-over-year • Adjusted EBITDA1 was flat year-over-year at $105.4 million, representing an Adjusted EBITDA margin1 of 14.4%, down 110 basis point

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 MasterBrand, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 MasterBrand, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

MasterBrand & American Woodmark to Combine August 6, 2025 Forward Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to, statements as to the likelihood and antic

Exhibit 99.4 MasterBrand & American Woodmark to Combine August 6, 2025 Forward Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to, statements as to the likelihood and anticipated timing of the closing of the proposed transaction, expected cost synergies and other expected benefits, effects or outcomes relati

FILED BY MASTERBRAND, INC.

FILED BY MASTERBRAND, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AMERICAN WOODMARK CORPORATION COMMISSION FILE NO. 000-14798

FILED BY MASTERBRAND, INC.

FILED BY MASTERBRAND, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AMERICAN WOODMARK CORPORATION COMMISSION FILE NO. 000-14798 Forward-Looking Statements Certain statements contained in this communication, other than purely historical information, including, but not limited to, stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41545 A. Full title of the plan and the address of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 MasterBrand, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Nu

MasterBrand Releases Third Annual Corporate Sustainability and Responsibility (CSR) Report

Exhibit 99.2 MasterBrand Releases Third Annual Corporate Sustainability and Responsibility (CSR) Report BEACHWOOD, Ohio-(BUSINESS WIRE)-June 17, 2025 - MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), the largest residential cabinet manufacturer in North America, today released the Company’s annual Corporate Sustainability and Responsibility (CSR) Report. This is the third year the

Corporate Sustainability & Responsibility Report 2024 CSR 5 Our Purpose, Vision & Culture 7 Our Commitment to Corporate Sustainability & Responsibility 9 Materiality Assessment & Stakeholder Engagement 38 About This Report 39 Forward-Looking Statemen

Corporate Sustainability & Responsibility Report 2024 CSR 5 Our Purpose, Vision & Culture 7 Our Commitment to Corporate Sustainability & Responsibility 9 Materiality Assessment & Stakeholder Engagement 38 About This Report 39 Forward-Looking Statements & Materiality 40 SASB Index 20 Building a Culture of Safety 22 Achievements in Safety 23 Investing in Our People 26 Lead through Lean 27 Culture 29

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 MasterBrand, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Num

Amended and Restated Bylaws of MasterBrand, Inc., effective June 4, 2025

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF MASTERBRAND, INC. (hereinafter called the “Corporation”) ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders shall be held at such time and place, if any, either within or without the State of Delaware, as shall be designated from time to time by the board of directors of the Corporation (the “Board”). The Board

MasterBrand, Inc. Conflict Minerals Report for the period January 1, 2024 through December 31, 2024.

Exhibit 1.01 MasterBrand, Inc. Conflict Minerals Report For the year ended December 31, 2024 This Conflict Minerals Report (this “Report”) of MasterBrand, Inc. (“MasterBrand” or the “Company”) is filed pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended for the reporting period from January 1, 2024, to December 31, 2024. The Rule impose

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MasterBrand, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MasterBrand, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-41545 88-3479920 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 3300 Enterprise Parkway, Suite 300 Beachwood, OH 44122 (Ad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41545 MasterBrand, Inc. (Exact name of regi

MasterBrand Reports First Quarter 2025 Financial Results

MasterBrand Reports First Quarter 2025 Financial Results •Net sales increased 3% year-over-year to $660.

Q1 2025 Investor Presentation May 6, 2025 Forward-Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our busines

q12025investorpresentati Q1 2025 Investor Presentation May 6, 2025 Forward-Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 MasterBrand, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

MasterBrand Announces Additional $50 Million Share Repurchase Authorization

Exhibit 99.1 MasterBrand Announces Additional $50 Million Share Repurchase Authorization BEACHWOOD, Ohio -(BUSINESS WIRE)- March 17, 2025- MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), the largest residential cabinet manufacturer in North America, today announced that its Board of Directors has authorized a share repurchase program to buy back up to $50 million of the Company’s o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41545 MasterBrand, Inc. (Exact name of registran

Subsidiaries of the Company

Exhibit 21.1 The list below represents the subsidiaries of MasterBrand, Inc., including the state or other jurisdiction of incorporation or organization. Name of Company Place of Incorporation or Organization MasterBrand Cabinets LLC Delaware Norcraft Companies, Inc. Delaware Norcraft Companies, L.P. Delaware Norcraft GP, L.L.C. Delaware Panther Transport, Inc. Iowa NHB Industries Limited Canada K

Insider Trading Policy

MasterBrand, Inc. - Confidential Policy Page 1 of 7 Corporate Policy – LG-007 Name: Insider Trading and Stock Trading/Reporting Policy Version #: 1.0 Owner: Chief Legal Officer Distribution: MBC Board of Directors and MBC Associates I. Purpose This Insider Trading and Stock Trading/Reporting Policy (this “Policy”) describes MasterBrand, Inc.’s (“MBC” or the “Company”) standards and expectations wi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission Fil

Q4 and FY 2024 Investor Presentation February 18, 2025 Forward-Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating t

Q4 and FY 2024 Investor Presentation February 18, 2025 Forward-Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements.

MasterBrand Reports Fourth Quarter and Full Year 2024 Financial Results

MasterBrand Reports Fourth Quarter and Full Year 2024 Financial Results •Fourth quarter and full year net sales decreased 1% and 1% year-over-year to $667.

BofA Securities Leveraged Finance Conference 2024 December 3, 2024 Forward-Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statement

BofA Securities Leveraged Finance Conference 2024 December 3, 2024 Forward-Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41545 MasterBrand, Inc. (Exact name of

MasterBrand Reports Third Quarter 2024 Financial Results

MasterBrand Reports Third Quarter 2024 Financial Results •Net sales increased 6.0% year-over-year to $718.1 million •Net income was $29.1 million compared to $59.7 million in the prior year, with net income margin of 4.1% and 8.8%, respectively •Adjusted EBITDA margin1 decreased 160 basis points year-over-year to 14.6% •Diluted earnings per share was $0.22 compared to $0.46 in the prior year quart

Q3 2024 Investor Presentation November 5, 2024 Forward-Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our bu

Q3 2024 Investor Presentation November 5, 2024 Forward-Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On July 10, 2024, MasterBrand Cabinets LLC ("Merger Sub"), a Delaware limited liability company and a wholly-owned subsidiary of MasterBrand, Inc. a Delaware corporation (“MasterBrand” or the “Company”) completed its previously announced acquisition of Dura Investment Holdings LLC, a Delaware limited liability c

See notes to consolidated financial statements.

Exhibit 99.1 Dura Investment Holdings LLC and Subsidiaries Consolidated Financial Statements as of and for the Year Ended December 31, 2023 and Independent Auditor’s Report DURA INVESTMENT HOLDINGS LLC AND SUBSIDIARIES TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT 1–2 CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2023 Balance Sheet 3 Statement of Operations 4 St

June 30, 2024 ASSETS CURRENT ASSETS: Cash and restricted cash $ 9,513,908 Trade accounts receivable—net 12,791,926 Inventories—net 14,110,332 Prepaid expenses 1,429,197 Other current assets 1,715,662 Total current assets 39,561,025 FIXED ASSETS: Prop

Exhibit 99.2 Dura Investment Holdings LLC and Subsidiaries Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2024 DURA INVESTMENT HOLDINGS LLC AND SUBSIDIARIES TABLE OF CONTENTS Page CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2024: Balance Sheet 1 Statement of Operations 2 Statement of Members’ Equity 3

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

Amended and Restated Bylaws of MasterBrand, Inc., effective September 4, 2024

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF MASTERBRAND, INC. (hereinafter called the “Corporation”) ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders shall be held at such time and place, if any, either within or without the State of Delaware, as shall be designated from time to time by the board of directors of the Corporation (the “Board”). The Board

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 MasterBrand, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission Fil

Q2 2024 Investor Presentation Forward-Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our business plans obje

Q2 2024 Investor Presentation Forward-Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our business plans objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41545 MasterBrand, Inc. (Exact name of regis

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

MasterBrand Reports Second Quarter 2024 Financial Results

MasterBrand Reports Second Quarter 2024 Financial Results •Net sales decreased 2.7% year-over-year to $676.5 million •Net income was $45.3 million compared to $51.2 million in the prior year, with net income margin of 6.7% and 7.4%, respectively •Adjusted EBITDA margin1 increased 20 basis points year-over-year to 15.5% •Diluted earnings per share was $0.35 compared to $0.39 in the prior year quart

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

MasterBrand Releases Annual Corporate Sustainability and Responsibility (CSR) Report

Exhibit 99.2 MasterBrand Releases Annual Corporate Sustainability and Responsibility (CSR) Report BEACHWOOD, Ohio-(BUSINESS WIRE)— August 1, 2024- MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), the largest residential cabinet manufacturer in North America, today released the Company’s annual Corporate Sustainability and Responsibility (CSR) Report. This report marks the second yea

CSR Corporate Sustainability & Responsibility Report 2023 Forward-Looking Statements1 Certain statements contained in this 2023 Corporate Sustainability & Responsibility Report, other than purely historical information, including, but not limited to,

Exhibit 99.1 CSR Corporate Sustainability & Responsibility Report 2023 Forward-Looking Statements1 Certain statements contained in this 2023 Corporate Sustainability & Responsibility Report, other than purely historical information, including, but not limited to, statements and information regarding future expectations, outcomes, or results of the Company’s environmental, social, governance, susta

MasterBrand Completes Acquisition of Supreme Cabinetry Brands Enhances MasterBrand’s portfolio of premium cabinetry and unlocks meaningful value for shareholders and customers

Exhibit 99.1 MasterBrand Completes Acquisition of Supreme Cabinetry Brands Enhances MasterBrand’s portfolio of premium cabinetry and unlocks meaningful value for shareholders and customers BEACHWOOD, Ohio. — July 11, 2024— MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), through its subsidiary MasterBrand Cabinets LLC, today announced that it has completed its acquisition of Supreme

Agreement and Plan of Merger, dated as of May 20, 2024, by and among Dura Investment Holdings LLC, GHK North Star Holdings LLC, as Seller Representative, MasterBrand Cabinets LLC and Dogwood Merger Sub LLC.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of May 20, 2024 by and among MASTERBRAND CABINETS LLC, DOGWOOD MERGER SUB LLC, THE PARTY NAMED HEREIN AS SELLER REPRESENTATIVE, and DURA INVESTMENT HOLDINGS LLC TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Certain Definitions 1 Article 2 Merger Section 2.01. Estimated Closing Statement 17 Section 2.02. Surrender and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 MasterBrand, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 MasterBrand, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Num

Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 9, 2024, by and among Dura Investment Holdings LLC, GHK North Star Holdings LLC, as Seller Representative, MasterBrand Cabinets LLC and Dogwood Merger Sub LLC

Exhibit 2.2 Execution Version AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 (this “Amendment”), dated as of July 9, 2024, to the Agreement and Plan of Merger dated as of May 20, 2024 (the “Merger Agreement”) by and among (i) Dura Investment Holdings LLC, a Delaware limited liability company (the “Company”), (ii) GHK North Star Holdings LLC, a Delaware limited liability compa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41545 88-3479920 (State or other jurisdiction of incorporation) (Commission File Nu

Amended and Restated Credit Agreement, dated as of June 27, 2024, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.1 Execution Version $750,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 27, 2024 among MASTERBRAND, INC., as the Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., KEYBANK, NATIONAL ASSOCIATION, MIZUHO BANK, LTD., PNC BANK, NATIONAL ASSOCIATION, THE TORONTO-DOMINION BANK, NEW YORK BRANCH, and WELLS FARGO BANK,

Indenture, dated as of June 27, 2024, by and among the Company, the Subsidiary Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.1 Execution Version INDENTURE Dated as of June 27, 2024 Among MASTERBRAND, INC. THE SUBSIDIARY GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 7.00% SENIOR NOTES DUE 2032 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.1 Definitions 1 SECTION 1.2 Other Definitions 39 SECTION 1.3 Rules of Construction 40 SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41545 A. Full title of the plan and th

MasterBrand, Inc. Announces Pricing of Previously Announced Offering of $700 million of Senior Notes due 2032

Exhibit 99.1 MasterBrand, Inc. Announces Pricing of Previously Announced Offering of $700 million of Senior Notes due 2032 BEACHWOOD, Ohio—June 20, 2024—MasterBrand, Inc. (NYSE: MBC, the “Company”) today announced that it has priced its previously announced notes offering (the “Offering”) and has agreed to issue and sell $700 million aggregate principal amount of 7.00% Senior Notes due 2032 (the “

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41545 88-3479920 (State or other jurisdiction of incorporation) (Commission File Nu

MasterBrand, Inc. Announces Intention To Offer $700 Million Senior Notes Due 2032

Exhibit 99.1 MasterBrand, Inc. Announces Intention To Offer $700 Million Senior Notes Due 2032 BEACHWOOD, Ohio—June 17, 2024—MasterBrand, Inc. (NYSE: MBC, the “Company”) today announced that it intends, subject to market and other customary conditions, to offer (the “Offering”) $700 million aggregate principal amount of Senior Notes due 2032 (the “Notes”), to be issued by the Company and guarantee

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41545 88-3479920 (State or other jurisdiction of incorporation) (Commission File Nu

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June 11, 2024 Office of Manufacturing United States Securities and Exchange Commission Division of Corporation Finance 100 F.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Num

MasterBrand Adds Catherine Courage to Board of Directors

Exhibit 99.1 MasterBrand Adds Catherine Courage to Board of Directors BEACHWOOD, Ohio.-(BUSINESS WIRE)—June 10, 2024- MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), the largest residential cabinet manufacturer in North America, today announced that Catherine Courage was appointed to the Company’s Board of Directors effective as of June 6, 2024. “We are pleased to announce Catherin

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized disclosure report MasterBrand, Inc.

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized disclosure report MasterBrand, Inc. Delaware 001-41545 88-3479920 (State or other jurisdiction of incorporation) (Commission file number) (US Employer Identification No.) 3300 Enterprise Parkway, Suite 300 Beachwood, OH 44122 (Address of principle executive offices) (Zip code) Andrean Horton (877) 622-4782

MasterBrand, Inc. Conflict Minerals Report for the period January 1, 2023 through December 31, 2023.

Exhibit 1.01 MasterBrand, Inc. Conflict Minerals Report For the year ended December 31, 2023 This Conflict Minerals Report (this “Report”) of Masterbrand, Inc. (“MasterBrand” or the “Company”) is filed pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended for the reporting period from January 1, 2023, to December 31, 2023. The Rule impose

MasterBrand to Acquire Supreme Cabinetry Brands, a Manufacturer of Premier Cabinet Brands Acquisition is strongly aligned with MasterBrand’s growth priorities, and channel and product strategy Enhances MasterBrand’s product and brand portfolio, while

Exhibit 99.1 MasterBrand to Acquire Supreme Cabinetry Brands, a Manufacturer of Premier Cabinet Brands Acquisition is strongly aligned with MasterBrand’s growth priorities, and channel and product strategy Enhances MasterBrand’s product and brand portfolio, while meaningfully expanding dealer network, diversity of channel distribution, and delivery of consumer value and choice Supreme Cabinetry Br

AGREEMENT AND PLAN OF MERGER dated as of May 20, 2024 by and among MASTERBRAND CABINETS LLC, DOGWOOD MERGER SUB LLC, THE PARTY NAMED HEREIN AS SELLER REPRESENTATIVE, DURA INVESTMENT HOLDINGS LLC TABLE OF CONTENTS

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of May 20, 2024 by and among MASTERBRAND CABINETS LLC, DOGWOOD MERGER SUB LLC, THE PARTY NAMED HEREIN AS SELLER REPRESENTATIVE, and DURA INVESTMENT HOLDINGS LLC TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Certain Definitions 1 Article 2 Merger Section 2.01. Estimated Closing Statement 17 Section 2.02. Surrender and

VIA EDGAR

VIA EDGAR May 21, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: SiSi Cheng and Martin James Re: Masterbrand, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K filed on February 26, 2024 File No. 001-41545 Ladies and Gentlemen: In your letter dated May 13, 2024, (the “Commen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 MasterBrand, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 MasterBrand, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Num

Q1 2024 Investor Presentation May 8, 2024 Forward Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our busines

Q1 2024 Investor Presentation May 8, 2024 Forward Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our business plans objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41545 MasterBrand, Inc. (Exact name of regi

MasterBrand Reports First Quarter 2024 Financial Results

MasterBrand Reports First Quarter 2024 Financial Results •Net sales decreased 5.7% year-over-year to $638.1 million •Net income was $37.5 million compared to $35.0 million in the prior year •Adjusted EBITDA1 margin increased 40 basis points year-over-year to 12.4% •Diluted earnings per share were $0.29 compared to $0.27 in the prior year quarter; adjusted diluted earnings per share1 were $0.29 com

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

MasterBrand Adds Patrick Shannon to Board of Directors

Exhibit 99.1 MasterBrand Adds Patrick Shannon to Board of Directors Cleveland, Ohio.-(BUSINESS WIRE)—March 27, 2024- MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), the largest residential cabinet manufacturer in North America, today announced that Patrick Shannon was appointed to the Company’s Board of Directors effective immediately. “Patrick is a seasoned executive with extensiv

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

Subsidiaries of the Company

Exhibit 21.1 The list below represents the subsidiaries of MasterBrand, Inc., including the state or other jurisdiction of incorporation or organization. Name of Company Place of Incorporation or Organization MasterBrand Cabinets LLC Delaware Norcraft Holding LLC Delaware Norcraft Companies, Inc. Delaware Norcraft Companies LLC Delaware Norcraft Holdings, L.P. Delaware Norcraft Intermediate GP, L.

Credit Agreement among MasterBrand, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties named therein, dated November 18, 2022

EXECUTION VERSION $1,250,000,000 CREDIT AGREEMENT dated as of November 18, 2022 among MASTERBRAND, INC.

Q4 and FY 2023 Investor Presentation February 27, 2024 Forward Looking Statements This presentation contains “forward-looking statements” regarding business strategies, market potential, future financial performance, and other matters. Statements pre

Q4 and FY 2023 Investor Presentation February 27, 2024 Forward Looking Statements This presentation contains “forward-looking statements” regarding business strategies, market potential, future financial performance, and other matters.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41545 MasterBrand, Inc. (Exact name of registran

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission Fil

Dodd-Frank Clawback Policy, effective September 6, 2023

MasterBrand, Inc. - Confidential Policy Page 1 of 7 Corporate Policy – LG-011 Name: Clawback Policy Version #: 1.0 Owner: Chief Legal Officer Distribution: Executive Officers Purpose The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of MasterBrand, Inc. (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission Fil

MasterBrand Reports Fourth Quarter and Full Year 2023 Financial Results

MasterBrand Reports Fourth Quarter and Full Year 2023 Financial Results •4Q and full year 2023 net sales decreased 14% and 17% year-over-year to $677.

MBC / MasterBrand, Inc. / Gates Capital Management, Inc. Passive Investment

SC 13G/A 1 gates-mbc123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* MasterBrand, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57638P104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp

MBC / MasterBrand, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01414-masterbrandinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Masterbrand Inc Title of Class of Securities: Common Stock CUSIP Number: 57638P104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the

Q3 2023 Investor Presentation Forward Looking Statements This presentation includes forward-looking statements. Each forward-looking statement contained in this presentation is based on current expectations and market outlook; and is subject to certa

Q3 2023 Investor Presentation Forward Looking Statements This presentation includes forward-looking statements.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 24, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41545 MasterBrand, Inc. (Exact name of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File

MasterBrand Reports Third Quarter 2023 Financial Results

MasterBrand Reports Third Quarter 2023 Financial Results •Net sales decreased 21.1% year-over-year to $677.3 million •Net income increased 14.4% year-over-year to $59.7 million •Adjusted EBITDA1 margin increased 153 basis points year-over-year to 16.2% •Operating cash flow for the thirty-nine weeks ended September 24, 2023 was $336.5 million with free cash flow1 of $315.1 million •Increases 2023 f

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission Fi

Q2 2023 Investor Presentation Forward Looking Statements This presentation includes forward-looking statements. Each forward-looking statement contained in this presentation is based on current expectations and market outlook; and is subject to certa

Q2 2023 Investor Presentation Forward Looking Statements This presentation includes forward-looking statements.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 MASTERBRAND, INC. (Exact name of registrant as specified in its charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 25, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41545 MasterBrand, Inc. (Exact name of regis

Corrected Amended and Restated Certificate of Incorporation of MasterBrand, Inc., effective August 7, 2023

CORRECTED AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MASTERBRAND, INC. Pursuant to Section 103(f) of the General Corporation Law of the State of Delaware MasterBrand, Inc., a corporation organized and existing under the laws of the General Corporation Law of the State of Delaware (the “Corporation”), filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 MasterBrand, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

MasterBrand Reports Second Quarter 2023 Financial Results

MasterBrand Reports Second Quarter 2023 Financial Results •Net sales decreased 18.

MasterBrand Releases Inaugural Environmental, Social and Governance (ESG) Report

Exhibit 99.2 MasterBrand Releases Inaugural Environmental, Social and Governance (ESG) Report JASPER, Ind.-(BUSINESS WIRE)—June 29, 2023- MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), the largest residential cabinet manufacturer in North America, today released the Company’s inaugural Environmental, Social and Governance (ESG) Report. The report provides an overview of MasterBran

2022 ESG REPORT MasterBrand | 2022 ESG Report 2 Forward - Looking Statements This 2022 ESG Report contains forward - looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward - looking statements als

Exhibit 99.1 2022 ESG REPORT MasterBrand | 2022 ESG Report 2 Forward - Looking Statements This 2022 ESG Report contains forward - looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward - looking statements also generally include, without limitation, statements and information regarding future expectations, outcomes or results of the Company, pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 MASTERBRAND, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 MASTERBRAND, INC. (Exact name of registrant as specified in its charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Fiscal Year 2022 - Supplemental Financial Information by Quarter Non - GAAP Financial Measures 2 © MasterBrand Cabinets To supplement the financial information presented in accordance with generally accepted accounting principles in the United States

Exhibit 99.1 Fiscal Year 2022 - Supplemental Financial Information by Quarter Non - GAAP Financial Measures 2 © MasterBrand Cabinets To supplement the financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”) in this presentation, certain non - GAAP financial measures as defined under SEC rules have been included . It is our intent to

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 MASTERBRAND, INC. (Exact name of registrant as specified in its charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 MASTERBRAND, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 MASTERBRAND, INC. (Exact name of registrant as specified in its charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 26, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41545 MasterBrand, Inc. (Exact name of regi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 MASTERBRAND, INC. (Exact name of registrant as specified in its charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Numb

MasterBrand Reports First Quarter 2023 Financial Results

Exhibit 99.1 MasterBrand Reports First Quarter 2023 Financial Results ● Net sales decreased 12.9% year-over-year to $676.7 million ● Net income was $35.0 million compared to $46.9 million in the prior year quarter ● Adjusted EBITDA* increased 0.9% year-over-year to $81.5 million ● Operating cash flow was $62.1 million with free cash flow* of $59.2 million ● Raises 2023 financial outlook ● Announce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 25, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-41545 MasterBrand, Inc. (Exact name of registrant

Description of Securities

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Overview The following is a summary of information concerning the capital stock of MasterBrand, Inc. (the “Company”, “we”, “us” or “our”), including certain provisions of our restated certificate of incorporation (“our charter”) and our amended and restated bylaws (“our bylaws”) and certa

Subsidiaries of the Company

Exhibit 21.1 The list below represents the subsidiaries of MasterBrand, Inc., including the state or other jurisdiction of incorporation or organization. Name of Company Place of Incorporation or Organization MasterBrand Cabinets LLC Delaware Norcraft Holding LLC Delaware Norcraft Companies, Inc. Delaware Norcraft Companies LLC Delaware Norcraft Holdings, L.P. Delaware Norcraft Intermediate GP, L.

MasterBrand Reports Fourth Quarter and Full Year 2022 Financial Results

Exhibit 99.1 MasterBrand Reports Fourth Quarter and Full Year 2022 Financial Results ● 4Q and full year 2022 net sales increased 5% and 15% year-over-year to $784.4 million and $3.3 billion, respectively ● 4Q and full year 2022 net income were $15.4 million and $155.4 million, respectively ● 4Q and full year 2022 adjusted EBITDA* increased 47% and 29% year-over-year to $97.8 million and $411.4 mil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 MASTERBRAND, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 MASTERBRAND, INC. (Exact name of registrant as specified in its charter) Delaware 001-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File Nu

US57638P1049 / MasterBrand, Inc. / Gates Capital Management, Inc. Passive Investment

SC 13G 1 gates-mbc123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MasterBrand, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57638P104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

US57638P1049 / MasterBrand, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01380-masterbrandinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Masterbrand Inc. Title of Class of Securities: Common Stock CUSIP Number: 57638P104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which

As filed with the Securities and Exchange Commission on December 28, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 MasterBrand, Inc. (Exact name of registrant a

S-8 1 d413853ds8.htm S-8 As filed with the Securities and Exchange Commission on December 28, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MasterBrand, Inc. (Exact name of registrant as specified in its charter) Delaware 88-3479920 (State or other jurisdiction of incorporation or organization) (I.R.S.

Calculation of Registration Fee

EX-FILING FEES 3 d413853dexfilingfees.htm EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Table FORM S-8 (Form Type) MasterBrand, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registr

Tax Allocation Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.

Exhibit 10.2 EXECUTION VERSION TAX ALLOCATION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. and MASTERBRAND, INC. Dated as of December 14, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 SECTION 1.1 Definitions 2 SECTION 1.2 Interpretation 10 ARTICLE II PREPARATION AND FILING OF TAX RETURNS 12 SECTION 2.1 Responsibility of Parties to Prepare and File Pre-Dist

MasterBrand, Inc. Deferred Compensation Plan

EX-10.7 11 d423148dex107.htm EX-10.7 Exhibit 10.7 MASTERBRAND, INC. DEFERRED COMPENSATION PLAN (Effective December 14, 2022) TABLE OF CONTENTS ARTICLE I Establishment and Purpose 3 ARTICLE II Definitions 3 ARTICLE III Eligibility and Participation 12 ARTICLE IV Deferrals 12 ARTICLE V Company Contributions 16 ARTICLE VI Benefits 16 ARTICLE VII Modifications to Payment Schedules 19 ARTICLE VIII Valu

Amended and Restated Bylaws of MasterBrand, Inc., effective December 14, 2022

EX-3.2 4 d423148dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MASTERBRAND, INC. (hereinafter called the “Corporation”) ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders shall be held at such time and place, if any, either within or without the State of Delaware, as shall be designated from time to time by the board of directors of the Cor

Employee Matters Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.

Exhibit 10.3 EXECUTION VERSION EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT is made as of December 14, 2022 by and between Fortune Brands Home & Security, Inc., a Delaware corporation (?Fortune Brands?), and MasterBrand, Inc., a Delaware corporation (?Cabinets?), and, as of the date hereof, a wholly-owned subsidiary of Fortune Brands. WHEREAS, Fortune Brands and Cabinets have entered

Transition Services Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.

Exhibit 10.1 EXECUTION VERSION TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT, dated as of December 14, 2022 (this ?Agreement?), is by and between Fortune Brands Home & Security, Inc., a Delaware corporation (?Fortune Brands?), and MasterBrand, Inc., a Delaware corporation (?Cabinets?). W I T N E S S E T H WHEREAS, subject to the terms and conditions of that certain Separation an

MasterBrand, Inc. 2022 Long-Term Incentive Plan

Exhibit 10.4 MASTERBRAND, INC. 2022 LONG-TERM INCENTIVE PLAN I. INTRODUCTION 1.1 Purposes. The purposes of the MasterBrand, Inc. 2022 Long-Term Incentive Plan (this ?Plan?) are (i) to align the interests of the Company?s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company?s growth and success, (ii) to advance the intere

MasterBrand Completes Separation from Fortune Brands Expected to begin “regular-way” trading today under the MBC stock ticker

Exhibit 99.1 MasterBrand Completes Separation from Fortune Brands Expected to begin ?regular-way? trading today under the MBC stock ticker JASPER, Ind.?(BUSINESS WIRE)?Dec. 15, 2022? MasterBrand, Inc. (NYSE: MBC) (?MasterBrand?), the largest residential cabinet manufacturer in North America, has completed its previously announced separation from Fortune Brands Innovations, Inc. (?Fortune Brands?)

MasterBrand, Inc. Annual Executive Incentive Compensation Plan

Exhibit 10.5 MASTERBRAND, INC. ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN ARTICLE I GENERAL SECTION 1.1 Purpose. The purpose of this Annual Executive Incentive Compensation Plan (the ?Plan?) is to advance the interests of the stockholders of MasterBrand, Inc. (the ?Company?) by providing performance-based incentives to senior executives of the Company. SECTION 1.2 Definitions. (a) ?Award? means

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 MasterBrand, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

Separation and Distribution Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.

Exhibit 2.1 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. and MASTERBRAND, INC. Dated as of December 14, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Interpretation 9 ARTICLE II ACTIONS PRIOR TO THE SEPARATION AND DISTRIBUTION 11 SECTION 2.1 SEC and Other Securities Filings 11 SECTION 2.2 Gov

Form of Severance and Change of Control Agreement

Exhibit 10.6 AGREEMENT FOR THE PAYMENT OF BENEFITS FOLLOWING TERMINATION OF EMPLOYMENT AGREEMENT dated as of , 2022 (the ?Effective Date?) between MasterBrand Cabinets, LLC, a Delaware limited liability company (the ?Company?), and (the ?Executive?). W I T N E S S E T H: WHEREAS, the Executive is employed by the Company, a wholly-owned subsidiary of MasterBrand, Inc., a Delaware corporation (?Mast

Amended and Restated Certificate of Incorporation of MasterBrand, Inc., effective December 14, 2022

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MASTERBRAND, INC. a Delaware corporation MasterBrand, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: A. The name of the Corporation is MasterBrand, Inc. The Corporation?s original certificate of incorporation was filed with the office of the Secreta

Calculation of Registration Fee

EXHIBIT 107 Calculation of Filing Fee Table FORM S-8 (Form Type) MasterBrand, Inc.

As filed with the Securities and Exchange Commission on December 14, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 MasterBrand, Inc. (Exact name of registrant a

As filed with the Securities and Exchange Commission on December 14, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Forward Looking Statements Please note that the information included in this presentation contains statements relating to, among other things, future results, which are “forward-looking statements” as that term is defined in the Private Securities Li

EX-99.1 2 d416608dex991.htm EX-99.1 Exhibit 99.1 Investor Day 2022 MasterBrand: Investor Day 2022 Forward Looking Statements Please note that the information included in this presentation contains statements relating to, among other things, future results, which are “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995, including estimates and

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 MasterBrand, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

Important Notice Regarding the Availability of Materials

Exhibit 99.2 Important Notice Regarding the Availability of Materials FORTUNE BRANDS HOME & SECURITY, INC. You are receiving this communication because you hold common stock in Fortune Brands Home & Security, Inc. (?Fortune Brands?). Fortune Brands has released informational materials regarding the spin-off of MasterBrand, Inc. (?MasterBrand?) and its consolidated subsidiaries from Fortune Brands

MasterBrand, Inc. INFORMATION STATEMENT Distribution of Common Stock of MasterBrand, Inc. FORTUNE BRANDS HOME & SECURITY, INC. FORTUNE BRANDS HOME & SECURITY, INC. STOCKHOLDERS

Exhibit 99.1 MasterBrand, Inc. INFORMATION STATEMENT Distribution of Common Stock of MasterBrand, Inc. by FORTUNE BRANDS HOME & SECURITY, INC. to FORTUNE BRANDS HOME & SECURITY, INC. STOCKHOLDERS Fortune Brands Home & Security, Inc. (?Fortune Brands?) is furnishing this Information Statement to holders of Fortune Brands common stock in connection with the distribution by Fortune Brands of all of t

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2022 MasterBrand, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-41545 88-3479920 (State or Other Jurisdiction of Incorporation) (Commission File N

MASTERBRAND, INC. One MasterBrand Cabinets Drive Jasper, Indiana 47546 November 28, 2022

CORRESP 1 filename1.htm MASTERBRAND, INC. One MasterBrand Cabinets Drive Jasper, Indiana 47546 November 28, 2022 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn: Claire Erlanger Geoffrey Kruczek SiSi Cheng Bradley Ecker Re: MasterBrand, Inc. Registration Statement on Form 10-12B File

Form of Employee Matters Agreement by and between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.

Exhibit 10.2 FORM OF EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT is made as of [?], 2022 by and between Fortune Brands Home & Security, Inc., a Delaware corporation (?Fortune Brands?), and MasterBrand, Inc., a Delaware corporation (?Cabinets?), and, as of the date hereof, a wholly-owned subsidiary of Fortune Brands. WHEREAS, Fortune Brands and Cabinets have entered into a Separation

Form of Separation and Distribution Agreement by and between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.

EX-2.1 2 d307794dex21.htm EX-2.1 Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. and MASTERBRAND, INC. Dated as of [•], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Interpretation 10 ARTICLE II ACTIONS PRIOR TO THE SEPARATION AND DISTRIBUTION 11 SECTION 2.1 SEC and Other Securities Filings 11

As filed with the Securities and Exchange Commission on November 21, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) O

10-12B/A 1 d307794d1012ba.htm 10-12B/A As filed with the Securities and Exchange Commission on November 21, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MasterBrand, Inc. (Exact name of registrant as specified in its charte

Description of Capital Stock

EX-99.1 6 d307794dex991.htm EX-99.1 Table of Contents Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Exhibit 99.1 Preliminary and Subject to Completion, Dated November 21, 2022 MasterBrand, Inc. INFOR

Credit Agreement among MasterBrand, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties named therein, dated November 18, 2022

EX-10.4 5 d307794dex104.htm EX-10.4 Exhibit 10.4 EXECUTION VERSION $1,250,000,000 CREDIT AGREEMENT dated as of November 18, 2022 among MASTERBRAND, INC., as Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., BARCLAYS BANK PLC, MIZUHO BANK, LTD., PNC BANK, NATIONAL ASSOCIATION, THE TORONTO-DOMINION BANK, NEW YORK BRANCH, and WELLS FARGO B

Form of Amended and Restated Certificate of Incorporation of MasterBrand, Inc.

EX-3.1 3 d307794dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MASTERBRAND, INC. a Delaware corporation MasterBrand, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. The name of the Corporation is MasterBrand, Inc. The Corporation’s original certificate of incorporation was fil

November 21, 2022

CORRESP 1 filename1.htm SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE November 21, 2022 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn: Claire Erlanger Geoffrey Kruczek SiSi Cheng Bradley Ecker Re: MasterB

Information Statement of MasterBrand, Inc., preliminary and subject to completion, dated November 15, 2022

EX-99.1 8 d307794dex991.htm EX-99.1 Table of Contents Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Exhibit 99.1 Preliminary and Subject to Completion, Dated November 15, 2022 MasterBrand, Inc. INFOR

Subsidiaries of MasterBrand, Inc.

EX-21.1 7 d307794dex211.htm EX-21.1 Exhibit 21.1 The following entities are expected to be the subsidiaries of MasterBrand, Inc. upon completion of the separation and distribution described in the information statement and includes the state or other jurisdiction of incorporation or organization. Except as indicated below, each subsidiary does business under its own name. Name of Company Place of

Form of Separation and Distribution Agreement by and between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.

EX-2.1 2 d307794dex21.htm EX-2.1 Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. and MASTERBRAND, INC. Dated as of [•], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Interpretation 10 ARTICLE II ACTIONS PRIOR TO THE SEPARATION AND DISTRIBUTION 11 SECTION 2.1 SEC and Other Securities Filings 11

Form of Notice of Internet Availability of Information Statement Materials

EX-99.2 9 d307794dex992.htm EX-99.2 Exhibit 99.2 Important Notice Regarding the Availability of Materials FORTUNE BRANDS HOME & SECURITY, INC. You are receiving this communication because you hold common stock in Fortune Brands Home & Security, Inc. (“Fortune Brands”). Fortune Brands has released informational materials regarding the spin-off of MasterBrand, Inc. (“MasterBrand”) and its consolidat

MasterBrand, Inc. Annual Executive Incentive Compensation Plan

Exhibit 10.5 MASTERBRAND, INC. ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN ARTICLE I GENERAL SECTION 1.1 Purpose. The purpose of this Annual Executive Incentive Compensation Plan (the ?Plan?) is to advance the interests of the stockholders of MasterBrand, Inc. (the ?Company?) by providing performance-based incentives to senior executives of the Company. SECTION 1.2 Definitions. (a) ?Award? means

Form of Amended and Restated Bylaws of MasterBrand, Inc.

EX-3.2 4 d307794dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MASTERBRAND, INC. (hereinafter called the “Corporation”) ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders shall be held at such time and place, if any, either within or without the State of Delaware, as shall be designated from time to time by the board of directors of the Cor

Form of Amended and Restated Certificate of Incorporation of MasterBrand, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MASTERBRAND, INC. a Delaware corporation MasterBrand, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: A. The name of the Corporation is MasterBrand, Inc. The Corporation?s original certificate of incorporation was filed with the office of the Secreta

As filed with the Securities and Exchange Commission on November 15, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) O

10-12B/A 1 d307794d1012ba.htm 10-12B/A As filed with the Securities and Exchange Commission on November 15, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MasterBrand, Inc. (Exact name of registrant as specified in its charte

MasterBrand, Inc. 2022 Long-Term Incentive Plan

EX-10.6 6 d307794dex106.htm EX-10.6 Exhibit 10.6 MASTERBRAND, INC. 2022 LONG-TERM INCENTIVE PLAN I. INTRODUCTION 1.1 Purposes. The purposes of the MasterBrand, Inc. 2022 Long-Term Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and

Form of Employee Matters Agreement by and between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.

EX-10.2 4 d307794dex102.htm EX-10.2 Exhibit 10.2 FORM OF EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT is made as of [●], 2022 by and between Fortune Brands Home & Security, Inc., a Delaware corporation (“Fortune Brands”), and MasterBrand, Inc., a Delaware corporation (“Cabinets”), and, as of the date hereof, a wholly-owned subsidiary of Fortune Brands. WHEREAS, Fortune Brands and Cab

As filed with the Securities and Exchange Commission on October 28, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES

10-12B As filed with the Securities and Exchange Commission on October 28, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Information Statement of MasterBrand, Inc., preliminary and subject to completion, dated October 28, 2022

EX-99.1 Table of Contents Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Exhibit 99.1 Preliminary and Subject to Completion, Dated October 28, 2022 MasterBrand, Inc. INFORMATION STATEMENT Distribution

October 28, 2022

CORRESP 1 filename1.htm SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA ☐ ASIA PACIFIC ☐ EUROPE October 28, 2022 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn: Claire Erlanger Geoffrey Kruczek SiSi Cheng Bradley Ecker Re: MasterBr

Form of Tax Allocation Agreement by and between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.*

EX-10.3 5 d307794dex103.htm EX-10.3 Exhibit 10.3 FORM OF TAX ALLOCATION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. and MASTERBRAND, INC. Dated as of [•], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 SECTION 1.1 Definitions 2 SECTION 1.2 Interpretation 10 ARTICLE II PREPARATION AND FILING OF TAX RETURNS 12 SECTION 2.1 Responsibility of Parties to Prepare

Form of Separation and Distribution Agreement by and between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.

EX-2.1 2 d307794dex21.htm EX-2.1 Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. and MASTERBRAND, INC. Dated as of [•], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Interpretation 10 ARTICLE II ACTIONS PRIOR TO THE SEPARATION AND DISTRIBUTION 11 SECTION 2.1 SEC and Other Securities Filings 11

Form of Transition Services Agreement by and between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.*

EX-10.1 Exhibit 10.1 FORM OF TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT, dated as of [•], 2022 (this “Agreement”), is by and between Fortune Brands Home & Security, Inc., a Delaware corporation (“Fortune Brands”), and MasterBrand, Inc., a Delaware corporation (“Cabinets”). W I T N E S S E T H WHEREAS, subject to the terms and conditions of that certain Separation and Distribu

September 29, 2022

DRSLTR 1 filename1.htm SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE September 29, 2022 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn: Claire Erlanger Geoffrey Kruczek SiSi Cheng Bradley Ecker Re: MasterB

Preliminary and Subject to Completion, Dated September 29, 2022 MasterBrand, Inc. INFORMATION STATEMENT Distribution of Common Stock of MasterBrand, Inc. FORTUNE BRANDS HOME & SECURITY, INC. FORTUNE BRANDS HOME & SECURITY, INC. STOCKHOLDERS

Table of Contents Information contained herein is subject to completion or amendment.

Amendment No. 1 to the Draft Registration Statement as confidentially submitted to the Securities and Exchange Commission on September 29, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRAT

DRS/A 1 filename1.htm Amendment No. 1 to the Draft Registration Statement as confidentially submitted to the Securities and Exchange Commission on September 29, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MasterBrand, Inc. (Exact name of reg

FORM OF TAX ALLOCATION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. MASTERBRAND, INC. Dated as of [•], 2022

EX-10.3 5 filename5.htm Exhibit 10.3 FORM OF TAX ALLOCATION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. and MASTERBRAND, INC. Dated as of [•], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 SECTION 1.1 Definitions 2 SECTION 1.2 Interpretation 10 ARTICLE II PREPARATION AND FILING OF TAX RETURNS 12 SECTION 2.1 Responsibility of Parties to Prepare and File Pr

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. MASTERBRAND, INC. Dated as of [•], 2022

EX-2.1 2 filename2.htm Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. and MASTERBRAND, INC. Dated as of [•], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Interpretation 10 ARTICLE II ACTIONS PRIOR TO THE SEPARATION AND DISTRIBUTION 11 SECTION 2.1 SEC and Other Securities Filings 11 SECTION 2

FORM OF TRANSITION SERVICES AGREEMENT

Exhibit 10.1 FORM OF TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT, dated as of [?], 2022 (this ?Agreement?), is by and between Fortune Brands Home & Security, Inc., a Delaware corporation (?Fortune Brands?), and MasterBrand, Inc., a Delaware corporation (?Cabinets?). W I T N E S S E T H WHEREAS, subject to the terms and conditions of that certain Separation and Distribution Agr

FORM OF EMPLOYEE MATTERS AGREEMENT

EX-10.2 4 filename4.htm Exhibit 10.2 FORM OF EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT is made as of [•], 2022 by and between Fortune Brands Home & Security, Inc., a Delaware corporation (“Fortune Brands”), and MasterBrand, Inc., a Delaware corporation (“Cabinets”), and, as of the date hereof, a wholly-owned subsidiary of Fortune Brands. WHEREAS, Fortune Brands and Cabinets have e

August 17, 2022

SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA ? ASIA PACIFIC ? EUROPE August 17, 2022 VIA EDGAR SUBMISSION U.

As confidentially submitted to the Securities and Exchange Commission on August 17, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF

DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on August 17, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MasterBrand, Inc. (Exact name of registrant as specified in its charter) Delaware 88-3479920

Preliminary and Subject to Completion, Dated August 17, 2022 MasterBrand, Inc. INFORMATION STATEMENT Distribution of Common Stock of MasterBrand, Inc. FORTUNE BRANDS HOME & SECURITY, INC. FORTUNE BRANDS HOME & SECURITY, INC. STOCKHOLDERS

EX-99.1 2 filename2.htm Table of Contents Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been confidentially submitted with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Exhibit 99.1 Preliminary and Subject to Completion, Dated August 17, 2022 MasterBrand, Inc.