| Item 1. | |
| (a) | Name of issuer:
MasterBrand, Inc. |
| (b) | Address of issuer's principal executive offices:
3300 Enterprise Parkway, Suite 300Beachwood, Ohio 44122 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed on behalf of Coliseum Capital Management, LLC ("CCM"), Coliseum Capital LLC ("CC"), Coliseum Capital Partners, L.P. ("CCP"), Adam Gray ("Gray") and Christopher Shackelton ("Shackelton" and together with CCM, CC, CCP and Gray, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
The business address of the Reporting Persons is 105 Rowayton Avenue, Rowayton, CT 06853. |
| (c) | Citizenship:
(i) CCM is a Delaware limited liability company; (ii) CC is a Delaware limited liability company; (iii) CCP is a Delaware limited partnership; (iv) Gray is a United States citizen; and (v) Shackelton is a United States citizen. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
57638P104 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(i) CCM is the beneficial owner of 10,956,767 shares of common stock, $0.01 par value per share ("Common Stock"); (ii) CC is the beneficial owner of 8,961,638 shares of Common Stock; (iii) CCP is the beneficial owner of 8,961,638 shares of Common Stock; (iv) Gray is the beneficial owner of 10,956,767 shares of Common Stock; and (v) Shackelton is the beneficial owner of 10,956,767 shares of Common Stock. |
| (b) | Percent of class:
(i) CCM - 8.6%; (ii) CC - 7.0%; (iii) CCP - 7.0%; (iv) Gray - 8.6%; and (v) Shackelton - 8.6%. The ownership percentage of each Reporting Person has been calculated based on an assumed total of 127,537,368 shares of Common Stock issued and outstanding as of February 11, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 13, 2026. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(i) 0 shares of Common Stock for CCM; (ii) 0 shares of Common Stock for CC; (iii) 0 shares of Common Stock for CCP; (iv) 0 shares of Common Stock for Gray; and (v) 0 shares of Common Stock for Shackelton.
|
| | (ii) Shared power to vote or to direct the vote:
(i) 10,956,767 shares of Common Stock for CCM; (ii) 8,961,638 shares of Common Stock for CC; (iii) 8,961,638 shares of Common Stock for CCP; (iv) 10,956,767 shares of Common Stock for Gray; and (v) 10,956,767 shares of Common Stock for Shackelton.
|
| | (iii) Sole power to dispose or to direct the disposition of:
(i) 0 shares of Common Stock for CCM; (ii) 0 shares of Common Stock for CC; (iii) 0 shares of Common Stock for CCP; (iv) 0 shares of Common Stock for Gray; and (v) 0 shares of Common Stock for Shackelton.
|
| | (iv) Shared power to dispose or to direct the disposition of:
(i) 10,956,767 shares of Common Stock for CCM; (ii) 8,961,638 shares of Common Stock for CC; (iii) 8,961,638 shares of Common Stock for CCP; (iv) 10,956,767 shares of Common Stock for Gray; and (v) 10,956,767 shares of Common Stock for Shackelton.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
CCM is the investment adviser to CCP, which is an investment limited partnership. CC is the General Partner of CCP. Gray and Shackelton are the managers of CC and CCM. The Reporting Persons may be deemed to be members of a group with respect to the Common Stock owned of record by CCP and a separate account managed by CCM (the "Separate Account"). CCP is the record owner of 8,961,638 shares of Common Stock and the Separate Account is the record owner of 1,995,129 shares of Common Stock. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)