AMWD merger clears FTC; closing expected May 28

American Woodmark Corporation received notice on May 22, 2026 that the Federal Trade Commission closed its investigation of the proposed merger with MasterBrand and the Hart-Scott-Rodino waiting period has expired.

Rhea-AI Filing Summary

American Woodmark Corporation received notice on May 22, 2026 that the Federal Trade Commission closed its investigation of the proposed merger with MasterBrand and the Hart-Scott-Rodino waiting period has expired. The company expects to close the transaction on or about May 28, 2026, subject to the satisfaction or waiver of other customary closing conditions.

The merger agreement was originally entered on August 5, 2025. The release reiterates standard forward-looking qualifiers about closing conditions, potential delays, integration risks, and the risk that expected synergies or benefits may not be realized.

Insights

M&A Counsel

FTC clearance removes a major regulatory hurdle; closing now depends on contractual conditions.

The FTC notice dated May 22, 2026 confirms the agency has closed its investigation and the Hart-Scott-Rodino waiting period has expired, clearing the way for a near-term closing. The filing states the companies expect to close on or about May 28, 2026, but each party must still satisfy or waive customary closing conditions.

Key legal dependencies include any remaining contractual conditions, potential litigation, and customary deliverables at closing. Subsequent public filings will show whether those conditions are met and when the transaction formally closes.

Corporate Strategist

Regulatory clearance materially reduces execution risk; integration and realization of synergies remain open issues.

The report reiterates expectations for cost synergies and other benefits but preserves standard qualifiers that such outcomes are forward-looking. The merger agreement was signed on August 5, 2025, and the companies cite integration, retention of customers and personnel, and realization timing as risks.

Operational watch items include disclosed integration costs, retention of key personnel, and subsequent disclosures about realized synergies; timing and magnitude are not quantified in this excerpt.

Key Figures

FTC investigation closed: May 22, 2026 Expected closing date: on or about May 28, 2026 Merger agreement signed: August 5, 2025

3 metrics

FTC investigation closed <date>May 22, 2026</date> Notice received that FTC closed its investigation

Expected closing date on or about <date>May 28, 2026</date> Closing expected subject to customary conditions

Merger agreement signed <date>August 5, 2025</date> Agreement and Plan of Merger entered into between the parties

Key Terms

Hart-Scott-Rodino Antitrust Improvements Act, Federal Trade Commission, closing conditions, cost synergies

4 terms

Hart-Scott-Rodino Antitrust Improvements Act regulatory

"the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.

Federal Trade Commission regulatory

"received notice from the Federal Trade Commission that the agency has closed its investigation"

The Federal Trade Commission is a U.S. government agency that enforces rules to keep markets competitive and protect consumers from deceptive or unfair business practices, acting like a referee for the marketplace. Its actions matter to investors because investigations, fines, required changes to business practices, or blocked mergers can raise costs, slow growth or damage reputation, any of which can affect a company's stock value.

closing conditions financial

"subject to the satisfaction or waiver of other customary closing conditions"

Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.

cost synergies financial

"expected cost synergies and other expected benefits"

Cost synergies are the expected savings when two businesses combine activities so they can eliminate duplicate work, negotiate better prices, or run things more efficiently—like two households moving in together to share rent, groceries and utilities. Investors care because these savings can boost profit margins and cash flow, improving returns and supporting a higher valuation if the projected cuts are realistic and actually achieved. Actual results may differ from projections, so promised cost synergies are closely watched in deal assessments.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Has American Woodmark (AMWD) received regulatory clearance for the MasterBrand merger?

Yes. The Federal Trade Commission closed its investigation on May 22, 2026, and the HSR waiting period expired. This removes the FTC review hurdle; the companies still require satisfaction or waiver of remaining closing conditions prior to closing.

When does American Woodmark expect the merger with MasterBrand to close?

American Woodmark expects to close the transaction on or about May 28, 2026. That timing is conditioned on the satisfaction or waiver of other customary closing conditions stated in the merger agreement.

What risks did American Woodmark disclose about the proposed merger?

The company cited risks including failure to satisfy closing conditions, potential litigation, loss of customers or key personnel, integration challenges, and that expected synergies may not be realized. These are standard forward-looking qualifiers in the filing.

When was the merger agreement between American Woodmark and MasterBrand executed?

The merger agreement was entered on August 5, 2025. The May 22, 2026 filing updates that the FTC investigation is closed and the HSR waiting period has expired.

Does the filing state whether the companies will receive or pay cash at closing?

The excerpt does not state cash consideration or specific deal consideration in this notice. The filing focuses on regulatory clearance and expected closing timing; deal economics are not recited here.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 05:14 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2026

American Woodmark Corporation

(Exact name of Registrant as Specified in Its Charter)

Virginia		000-14798		54-1138147
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

561 Shady Elm Road, Winchester, Virginia		22602
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (540) 665-9100

(Former Name or Former Address, if Changed Since Last Report)

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:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (no par value)		AMWD		NASDAQ Global Select Market

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 ☐

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. ☐

ITEM 8.01. Other Events.

As previously disclosed, on August 5, 2025, American Woodmark Corporation, a Virginia corporation (“American Woodmark”), entered into an Agreement and Plan of Merger with MasterBrand, Inc., a Delaware corporation (“MasterBrand”), and Maple Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of MasterBrand.

On May 22, 2026, American Woodmark received notice from the Federal Trade Commission that the agency has closed its investigation of American Woodmark’s proposed merger with MasterBrand. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired. As a result, American Woodmark expects to close the transaction on or about May 28, 2026, subject to the satisfaction or waiver of other customary closing conditions.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K, other than purely historical information, including, but not limited to, statements as to the likelihood and anticipated timing of the closing of the proposed transaction, expected cost synergies and other expected benefits, effects or outcomes relating to the proposed transaction, including financial estimates and projections, MasterBrand’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by or that otherwise include the word “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, an expectation or belief is expressed as to future results or events, such expectation or belief is based on the current plans and expectations of the management of MasterBrand or American Woodmark, as applicable. Although MasterBrand and American Woodmark, as applicable, believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated or implied in such statements. These factors include a failure by either party or both parties to satisfy one or more of the closing conditions set forth in the merger agreement; the occurrence of events or changes in circumstances that give rise to the termination of the merger agreement by either party or a delay in the closing of the transaction; potential litigation relating to the transaction; the effect of the proposed transaction on the ability of either party to retain customers, maintain relationships with suppliers and hire and retain key personnel; the effect of the proposed transaction and the announcement of the proposed transaction on the parties’ stock prices; disruptions in the ordinary course business of either party resulting from the transaction; the continued availability of capital and financing and any rating agency actions related to the transaction or otherwise; the risk that certain limitations in the merger agreement may impact either party’s ability to pursue certain business opportunities or strategic transactions; the diversion of the attention and time of management of either party from ordinary course business operations to the transaction and transaction-related issues; the impact of transaction and/or integration costs and any increases in such costs; the existence of unknown liabilities; the ability of MasterBrand to successfully integrate American Woodmark into its business and operations; and the risk that any anticipated economic benefits, cost savings or other synergies are not fully realized or take longer to realize than expected. Other factors include those listed under “Risk Factors” in Part I, Item 1A of MasterBrand’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025, Part II, Item 1A of MasterBrand’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2026, Part I, Item 1A of American Woodmark’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025, Part II, Item 1A of American Woodmark’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2025, Part II, Item 1A of American Woodmark’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2025, Part II, Item 1A of American Woodmark’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2026 and other MasterBrand and American Woodmark filings with the SEC.

The forward-looking statements included in this Current Report on Form 8-K are made as of the date of this Current Report on Form 8-K and, unless legally required, neither MasterBrand nor American Woodmark undertakes any obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this Current Report on Form 8-K.

No Offer or Solicitation

This communication is not intended to be and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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.

				AMERICAN WOODMARK CORPORATION
Date: May 26, 2026				By:		/s/ M. Scott Culbreth
				Name:		M. Scott Culbreth
				Title:		President & Chief Executive Officer