Item 5. Other Information
Item 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 29, 2024, none of the Company’s directors or executive officers adopted , modified or terminated any “Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement” as defined under Item 408 of Regulation S-K.
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Item 6. EXHIBITS
Incorporated by reference herein
Exhibit
Number Description Form Date
2.1 +
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.
Current Report on Form 8-K
(File No. 001-41545) July 11, 2024
2.2
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
Current Report on Form 8-K
(File No. 001-41545) July 11, 2024
3.1
Corrected Amended and Restated Certificate of Incorporation of MasterBrand, Inc., effective August 7, 2023
Current Report on Form 10-Q
(File No. 001-41545) August 9, 2023
3. 2
Amended and Restated Bylaws of MasterBrand, Inc., effective September 4, 2024
Current Report on Form 8-K
(File No. 001-41545) September 4, 2024
31.1 *
Certification of principal executive officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *
Certification of principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *
Certification of principal executive officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002
32.2 *
Certification of principal financial officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002
101* The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2024 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the Cover Page, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Balance Sheets, (v) the Condensed Consolidated Statements of Cash Flows, (vi) the Condensed Consolidated Statements of Equity, and (vii) the Notes to the Condensed Consolidated Financial Statements
104* Cover Page Interactive Data File (embedded within the iXBRL document)
+ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
* Filed or furnished herewith.
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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, thereunto duly authorized.
Date: November 6, 2024
MasterBrand, Inc.
(Registrant)
By: /s/ R. David Banyard, Jr.
Name: R. David Banyard, Jr.
Title: President and Chief Executive Officer
By: /s/ Andrea H. Simon
Name: Andrea H. Simon
Title: Executive Vice President and Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.