UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2026
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MasterBrand, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 1-41545 | 88-3479920 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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3300 Enterprise Parkway, Suite 300 Beachwood, Ohio | | 44122 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 812 482-2527
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | MBC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Financial Officer
On October 26, 2026, MasterBrand, Inc. (the “Company”) announced that Andrea Simon, the Chief Financial Officer of the Company, ceased serving as the Chief Financial Officer of the Company effective as of October 23, 2026 (the “Transition Date”). Following the Transition Date, Ms. Simon will continue to be employed by the Company in a non-executive advisory role until March 31, 2027 (or such earlier date that Ms. Simon’s employment with the Company is terminated, the “Separation Date”) to facilitate an orderly transition of her duties and responsibilities. During this period, Ms. Simon will (i) continue to receive the same base salary and health benefits at the levels in effect as of the Transition Date, (ii) be eligible to receive her normal target annual bonus on a pro-rated basis under the MasterBrand Annual Executive Incentive Compensation Plan for the 2027 calendar year, based on actual performance (the “2027 Annual Bonus”), and (iii) remain eligible to receive payment in respect of any outstanding equity awards held by Ms. Simon that vest in accordance with their terms prior to the Separation Date. Ms. Simon’s departure is not related to any disagreement with the Company or any matters relating to the Company’s financial statements, operations, policies, or practices.
In connection with her separation, on October 23, 2026, MasterBrand Cabinets, LLC, a subsidiary of the Company, and Ms. Simon entered into a Separation Agreement and Release (the “Separation Agreement”). The Separation Agreement sets forth the terms of her transition from the Company’s Chief Financial Officer to a non-executive advisory role from the Transition Date through the Separation Date (as described above) and provides that Ms. Simon will receive the severance payments and benefits that she is entitled to receive pursuant to her previously disclosed Agreement for the Payment of Benefits Following Termination of Employment, dated as of December 14, 2022, subject to her execution and non-revocation of a release of claims. Ms. Simon will also be eligible to receive (i) her base salary through March 31, 2027 and the 2027 Annual Bonus in the event the advisory period is terminated by the Company or Ms. Simon resigns under certain circumstances, in each case, prior to March 31, 2027, and (ii) provided that Ms. Simon remains employed with the Company through March 31, 2027, a cash payment equal to $165,900 (as consideration for the cancellation of her integration restricted stock unit award granted on June 3, 2026), subject to her execution and non-revocation of a release of claims. The Separation Agreement also provides that Ms. Simon will remain bound by certain restrictive covenants, including post-employment non-competition, non-solicitation and confidentiality covenants. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Appointment of Interim Chief Financial Officer
In connection with Ms. Simon’s transition, the Company has appointed Mark A. Young, currently Vice President and Chief Accounting Officer of the Company, as Interim Chief Financial Officer of the Company, effective as of the Transition Date. While serving as Interim Chief Financial Officer, Mr. Young will also continue to serve in his current role as Vice President and Chief Accounting Officer of the Company.
Mr. Young, age 49, currently serves as our Vice President and Chief Accounting Officer. Mr. Young served as Vice President, Accounting of Fortune Brands’ Cabinets segment, MasterBrand Cabinets, LLC from June 2022 until December 14, 2022. Prior to joining MasterBrand Cabinets, LLC, from July 2019 to May 2022, Mr. Young was Vice President and Chief Accounting Officer of Cooper Tire & Rubber Company (former NYSE: CTB), where he had responsibility for SEC reporting and the global accounting function and served as Director of External Reporting from February 2015 to July 2019 as the company’s principal accounting officer. From July 2010 to February 2015, Mr. Young served as Manager of Financial Accounting at Cooper Tire & Rubber Company. Prior to joining Cooper Tire & Rubber Company, Mr. Young worked for Ernst & Young LLP for 11 years, where he was Senior Manager for the two years prior to his departure.
In connection with his appointment as Interim Chief Financial Officer, Mr. Young will continue to receive his current annual base salary of $385,000 and will be entitled to the following compensation adjustments for the period in which he serves as Interim Chief Financial Officer: (i) a $15,000 monthly stipend and (ii) a 30% increase in his annual bonus target (resulting in an adjusted annual bonus target equal to 80% of his base salary for the period in which serves as Interim Chief Financial Officer). Mr. Young will also receive a one-time cash retention award equal to $150,000, which will be payable on the 18-month anniversary of his appointment date, subject to his continued employment with the Company.
Except as described above, there is no arrangement or understanding between Mr. Young and any other person pursuant to which he was appointed as Interim Chief Financial Officer of the Company. In addition, there are no familial relationships
between Mr. Young and any director or executive officer of the Company, and Mr. Young has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company will start a search for a permanent Chief Financial Officer.
Item 7.01. Regulation FD Disclosure
A copy of the Company’s press release relating to the announcement described in Item 5.02, dated October 26, 2026, is furnished as Exhibit 99.1 to this Form 8-K.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of MasterBrand, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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| Exhibit No. | | Description |
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| 10.1 | | Separation Agreement and Release, dated as of October 23, 2026, among MasterBrand Cabinets, LLC and Andrea Simon. |
| 99.1 | | Press Release of MasterBrand, Inc., dated as of October October 26, 2026. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| MASTERBRAND, INC. |
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| Date: October 26, 2026 | | By: | /s/ R. David Banyard, Jr. |
| | Name: | R. David Banyard, Jr. |
| | Title: | President & Chief Executive Officer |