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    Amendment: SEC Form SCHEDULE 13G/A filed by MasterBrand Inc.

    8/14/25 3:44:00 PM ET
    $MBC
    Home Furnishings
    Consumer Discretionary
    Get the next $MBC alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    (Amendment No. 2)


    MasterBrand, Inc.

    (Name of Issuer)


    Common Stock, par value $0.01 per share

    (Title of Class of Securities)


    57638P104

    (CUSIP Number)


    06/30/2025

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox checked   Rule 13d-1(b)
    Checkbox not checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    57638P104


    1Names of Reporting Persons

    Gates Capital Management, L.P.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    12,024,816.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    12,024,816.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    12,024,816.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.5 %
    12Type of Reporting Person (See Instructions)

    IA, PN


    SCHEDULE 13G

    CUSIP No.
    57638P104


    1Names of Reporting Persons

    Gates Capital Management GP, LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    12,024,816.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    12,024,816.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    12,024,816.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.5 %
    12Type of Reporting Person (See Instructions)

    OO


    SCHEDULE 13G

    CUSIP No.
    57638P104


    1Names of Reporting Persons

    Gates Capital Management, Inc.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    12,024,816.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    12,024,816.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    12,024,816.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.5 %
    12Type of Reporting Person (See Instructions)

    IA, CO


    SCHEDULE 13G

    CUSIP No.
    57638P104


    1Names of Reporting Persons

    Jeffrey L. Gates
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    12,024,816.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    12,024,816.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    12,024,816.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.5 %
    12Type of Reporting Person (See Instructions)

    IN


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    MasterBrand, Inc.
    (b)Address of issuer's principal executive offices:

    3300 Enterprise Parkway, Suite 300 Beachwood, Ohio 44122
    Item 2. 
    (a)Name of person filing:

    This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Gates Capital Management, L.P., a Delaware limited partnership ("Gates Capital"), with respect to the shares of Common Stock held by certain funds as to which Gates Capital serves as investment manager (the "Gates Capital Funds"); (ii) Gates Capital Management GP, LLC, a Delaware limited liability company ("the General Partner"), which is the general partner of Gates Capital, with respect to the shares of Common Stock directly held by the Gates Capital Funds; (iii) Gates Capital Management, Inc., a Delaware corporation ("the Corporation"), is the managing member of the General Partner, with respect to the shares of Common Stock directly held by the Gates Capital Funds; and (iv) Jeffrey L. Gates, a United States citizen, who serves as the President of the Corporation, with respect to the shares of Common Stock directly held by the Gates Capital Funds.
    (b)Address or principal business office or, if none, residence:

    The address of the principal business office of each of the Reporting Persons is c/o Gates Capital Management, L.P., 1177 Avenue of the Americas, 46th Floor, New York, New York 10036.
    (c)Citizenship:

    (i) Gates Capital - a Delaware limited partnership (ii) The General Partner - a Delaware limited liability company (iii) The Corporation - a Delaware corporation (iv) Jeffrey L. Gates - a United States citizen The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
    (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)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox not checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   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);
    (j)Checkbox not checked   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:
    (k)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    12,024,816
    (b)Percent of class:

    9.5  %
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    0

     (ii) Shared power to vote or to direct the vote:

    12,024,816

     (iii) Sole power to dispose or to direct the disposition of:

    0

     (iv) Shared power to dispose or to direct the disposition of:

    12,024,816 The percentage set forth this SCHEDULE 13G/A is calculated based upon the 126,730,924 shares of Common Stock issued and outstanding as of August 1, 2025 as in the Company's Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025. The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
     
    Not Applicable
    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
    Not Applicable
    Item 8.Identification and Classification of Members of the Group.
     
    Not Applicable
    Item 9.Notice of Dissolution of Group.
     
    Not Applicable

    Item 10.Certifications:
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    Gates Capital Management, L.P.
     
    Signature:/s/ Jeffrey L. Gates
    Name/Title:Jeffrey L. Gates- President
    Date:08/14/2025
     
    Gates Capital Management GP, LLC
     
    Signature:/s/ Jeffrey L. Gates
    Name/Title:Jeffrey L. Gates- President
    Date:08/14/2025
     
    Gates Capital Management, Inc.
     
    Signature:/s/ Jeffrey L. Gates
    Name/Title:Jeffrey L. Gates- President
    Date:08/14/2025
     
    Jeffrey L. Gates
     
    Signature:/s/ Jeffrey L. Gates
    Name/Title:Jeffrey L. Gates
    Date:08/14/2025
    Exhibit Information

    EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATE: August 14, 2025 Gates Capital Management, L.P. By: Gates Capital Management GP, LLC, its general partner By: Gates Capital Management, Inc., its managing member By: /s/ Jeffrey L. Gates Name: Jeffrey L. Gates Title: President Gates Capital Management GP, LLC By: Gates Capital Management, Inc., its managing member By: /s/ Jeffrey L. Gates Name: Jeffrey L. Gates Title: President Gates Capital Management, Inc. By: /s/ Jeffrey L. Gates Name: Jeffrey L. Gates Title: President Jeffrey L. Gates By: /s/ Jeffrey L. Gates

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