Company Description
American Woodmark Corporation (NASDAQ: AMWD) is a U.S.-based manufacturer in the wood kitchen cabinet and countertop manufacturing industry. According to company disclosures, American Woodmark is one of the nation’s largest cabinet manufacturers and focuses on cabinetry for the home, with a presence across multiple channels serving both remodeling and new home construction markets.
The company states that it manufactures and distributes cabinets and related products for areas of the home such as kitchens and bathrooms. In its public description, American Woodmark emphasizes helping people express their personal style "from inspiration to installation" and turning homes into spaces for self-expression. Its operations span service and distribution centers, a corporate office, and manufacturing facilities, supported by thousands of employees.
American Woodmark works with major home centers, builders, and independent dealers and distributors. By partnering with these channel partners, the company aims to reach homeowners, professional builders, and designers. Its messaging highlights sparking the imagination of homeowners and designers and bringing their vision to life through its cabinet offerings and brand portfolio.
In addition to this qualitative positioning, the company’s filings and press releases show that it reports results using both GAAP and non-GAAP measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EPS, free cash flow, and net leverage. Management explains that these non-GAAP metrics are used internally to evaluate business performance, view operating trends, and support budgeting and covenant compliance under its term loans. These measures are presented alongside GAAP results in quarterly and annual updates.
American Woodmark’s financial communications describe exposure to the new construction and remodel markets. Management commentary in earnings releases notes that demand trends in these markets can be challenging and that results are affected by factors such as tariffs, product input costs, supply chain costs, and macroeconomic conditions. The company has also discussed actions such as structural cost reductions, supplier negotiations, alternative sourcing, price increases, and restructuring charges in response to market and cost pressures.
Capital allocation is another recurring theme in American Woodmark’s disclosures. The company has reported share repurchase activity in multiple periods, as well as the use of a revolving credit facility and term loan debt. It also reports on cash provided by operating activities and free cash flow, and describes free cash flow as a way to understand cash flow from operations in excess of amounts required for reinvestment and as an indicator of its ability to repay debt obligations.
American Woodmark is incorporated in Virginia and lists its common stock, with no par value, on the NASDAQ Global Select Market under the trading symbol AMWD, as disclosed in its SEC filings. The company files annual reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K, and proxy statements, which together provide detail on its governance, compensation programs, non‑GAAP definitions, and strategic themes such as growth, digital transformation, and platform design.
In August 2025, American Woodmark entered into an Agreement and Plan of Merger with MasterBrand, Inc. and a MasterBrand subsidiary. Under this agreement, Merger Sub is expected to merge with and into American Woodmark, with American Woodmark surviving as a wholly owned subsidiary of MasterBrand if the transaction closes. The merger consideration, as described in the Form 8‑K, is an all‑stock exchange in which each share of American Woodmark common stock would be converted into the right to receive shares of MasterBrand common stock at a specified exchange ratio, subject to the conditions in the merger agreement.
Subsequent 8‑K filings describe regulatory and shareholder milestones related to this proposed combination. These include filing and effectiveness of a joint proxy statement/prospectus on Form S‑4, receipt of certain regulatory approvals, and a special meeting at which American Woodmark shareholders approved the merger agreement and related plan of merger. Other filings discuss additional information requests from the U.S. Federal Trade Commission under the Hart‑Scott‑Rodino Act and the parties’ expectation, as of those filings, that the merger would close in early 2026, subject to regulatory clearance and other customary conditions. The filings also note that, if the merger is consummated, American Woodmark’s common stock will be delisted from the NASDAQ Global Select Market and subsequently deregistered under the Exchange Act.
Throughout these merger‑related disclosures, American Woodmark and MasterBrand include cautionary statements regarding forward‑looking information, emphasizing that completion of the merger and realization of anticipated benefits are subject to various risks and uncertainties, including regulatory approvals, shareholder approvals, integration challenges, and macroeconomic factors. Until any merger is completed and related delisting and deregistration steps occur, American Woodmark continues to report as a standalone registrant and to provide periodic financial and operational updates as required by SEC rules.
Business focus and reporting framework
American Woodmark’s public materials consistently describe a focus on cabinets for residential applications and a strategy framed around growth, digital transformation, and platform design. Within this framework, the company discusses product innovation, channel initiatives with home centers and independent distributors, and operational initiatives such as complexity reduction and operational excellence to support margins.
In its non‑GAAP framework, American Woodmark defines:
- EBITDA as net income adjusted for income tax expense, interest expense, and depreciation and amortization (and, in some historical definitions, amortization of customer relationship intangibles).
- Adjusted EBITDA as EBITDA further adjusted for items such as merger‑related expenses, restructuring charges, net gains or losses on debt modification, stock‑based compensation, gains or losses on asset disposals, and changes in the fair value of foreign exchange forward contracts, depending on the period.
- Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net sales.
- Adjusted EPS per diluted share as diluted earnings per share excluding specified items such as merger‑related expenses, restructuring charges, debt modification gains or losses, changes in fair value of foreign exchange forward contracts, and related tax effects, as described in each release.
- Free cash flow as net cash provided by operating activities less capital expenditures, including cash payments to acquire property, plant and equipment and cash investments in promotional displays or displays.
- Net leverage as net debt (total debt less cash and cash equivalents) divided by trailing‑twelve‑month Adjusted EBITDA.
Management indicates that these measures are used internally to evaluate performance, support budgeting, assess leverage relative to covenants, and understand cash generation after reinvestment needs. The company presents reconciliations of these non‑GAAP measures to the most directly comparable GAAP measures in its earnings releases.
Merger context with MasterBrand
The proposed combination with MasterBrand is a significant element of American Woodmark’s recent disclosures. The definitive agreement provides that, upon closing, American Woodmark will become a wholly owned subsidiary of MasterBrand, and the combined organization will operate under the MasterBrand name with its headquarters in Beachwood, Ohio, while maintaining a presence in Winchester, Virginia, according to the joint transaction announcement. The transaction is structured as an all‑stock merger, with American Woodmark shareholders receiving MasterBrand shares based on an agreed exchange ratio.
American Woodmark’s filings describe conditions to closing, including shareholder approvals, regulatory clearances under the Hart‑Scott‑Rodino Act and other jurisdictions, effectiveness of the registration statement on Form S‑4, listing of MasterBrand shares to be issued, absence of certain legal restraints, accuracy of representations and warranties subject to specified thresholds, and performance of covenants. The merger agreement also includes provisions on termination rights and termination fees under certain circumstances, as well as governance arrangements for the combined company’s board and treatment of American Woodmark equity awards.
For investors researching AMWD stock, these disclosures mean that American Woodmark is in a process that, if completed, would transition the investment from a standalone NASDAQ‑listed cabinet manufacturer into an ownership interest in MasterBrand via the agreed exchange ratio. The timing and outcome of this process depend on factors detailed in the merger‑related 8‑K filings and the joint proxy statement/prospectus.
FAQs about American Woodmark (AMWD)
- What does American Woodmark do?
American Woodmark manufactures cabinets and related products for residential applications and describes itself as one of the nation’s largest cabinet manufacturers. It focuses on helping homeowners and designers express their style in areas such as kitchens and bathrooms, working with major home centers, builders, and independent dealers and distributors. - On which exchange does AMWD trade?
According to its SEC filings, American Woodmark’s common stock, with no par value, is listed on the NASDAQ Global Select Market under the trading symbol AMWD. - How does American Woodmark describe its key markets?
In earnings releases, the company refers to demand trends in both the new construction and remodel markets. Management commentary notes that these markets influence volumes and that macroeconomic conditions and tariffs can affect demand and costs. - What non‑GAAP measures does American Woodmark use?
American Woodmark reports and discusses non‑GAAP measures such as EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EPS per diluted share, free cash flow, and net leverage. It provides definitions and reconciliations to GAAP measures in its financial highlights. - How does American Woodmark describe its channel relationships?
The company states that it partners with major home centers, builders, and independent dealers and distributors. These relationships are presented as a way to reach homeowners and designers and to bring design visions to life through its cabinet brands. - What is the relationship between American Woodmark and MasterBrand?
On August 5, 2025, American Woodmark entered into an Agreement and Plan of Merger with MasterBrand and a MasterBrand subsidiary. If the merger closes under the terms described in the filings, American Woodmark will become a wholly owned subsidiary of MasterBrand, and each share of American Woodmark common stock will be converted into the right to receive shares of MasterBrand common stock at the agreed exchange ratio. - Has the merger with MasterBrand been approved by shareholders?
An 8‑K dated October 30, 2025 reports that American Woodmark held a special meeting of shareholders at which shareholders approved and adopted the merger agreement and related plan of merger. A joint press release filed as an exhibit notes that MasterBrand shareholders also granted the necessary approval at their special meeting. - Will AMWD remain listed on NASDAQ if the merger is completed?
The August 6, 2025 Form 8‑K describing the merger agreement states that, if the merger is consummated, American Woodmark’s common stock will be delisted from the NASDAQ Global Select Market and subsequently deregistered under the Securities Exchange Act of 1934. - How does American Woodmark describe its culture and values?
In its “About American Woodmark” sections, the company highlights a commitment to customer satisfaction, integrity, teamwork, and excellence across its service and distribution centers, corporate office, and manufacturing facilities, and emphasizes celebrating creativity and self‑expression in the home. - Where can investors find more detailed information?
Detailed information about American Woodmark’s financial performance, non‑GAAP reconciliations, merger terms, governance, and compensation is contained in its filings with the SEC, including Forms 10‑K, 10‑Q, 8‑K, and its definitive proxy statement, as referenced in the documents summarized above.