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November 18, 2022
Hiranda Donoghue
General Counsel
MasterBrand, Inc.
520 Lake Cook Road, Suite 300
Deerfield, Illinois
Re:MasterBrand, Inc.
Amendment No. 1 to Form 10-12B
Filed November 15, 2022
File No. 001-41545
Dear Hiranda Donoghue:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Form 10-12B filed November 15, 2022
Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 66
1.Please revise Note 3(f) on page 68 to separately discuss and quantify the amount of the
related party receivable adjustment attributed to each of “cash and cash equivalents”,
“related party receivable” and “retained earnings” on a pro forma basis.
Note 4. Management Adjustments , page 68
2.We note your disclosure that in order to determine the impact of the synergies and dis-
synergies, you prepared a detailed assessment of the resources and associated
costs required as a baseline to stand up as a standalone company.  You also disclose that
this process was used by all functions resulting in expected net cost savings when
compared to the corporate allocations included in the historical financial statements.
However, your presentation in the table on page 69 of the "estimate of costs incurred for

 FirstName LastNameHiranda Donoghue
 Comapany NameMasterBrand, Inc.
 November 18, 2022 Page 2
 FirstName LastName
Hiranda Donoghue
MasterBrand, Inc.
November 18, 2022
Page 2
services previously provided by Fortune Brands and new costs relating to your public
company reporting and compliance obligations" does not appear to adequately identify the
specific synergies and dis-synergies you expect to incur.  Please revise to separately
disclose the amount of synergies and dis-synergies included in your adjustment and
provide a more detailed explanation as to the nature of each of the adjustments with a
description of how that amount was calculated or determined.  See guidance in Rule 11-
02(a)(7)(ii) of Regulation S-X.
General
3.You disclose on pages 46 and 150 that the forum provision you describe does not apply to
claims arising under the Exchange Act or the rules and regulations thereunder.  Exhibit
3.1, however, does not contain such an exclusion.  Please either file a revised Exhibit 3.1
that is consistent with your disclosure or tell us how you will make future investors aware
of the provision’s limited applicability.  For example, will you include disclosure of its
limited applicability in your future Exchange Act filings?
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact SiSi Cheng at (202) 551-5004 or Claire Erlanger at (202) 551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Samir Gandhi