AMWD issues Rule 425 update; proxy/prospectus mailed Sep 25, 2025
Rhea-AI Filing Summary
American Woodmark Corporation shared an employee update about its proposed merger with MasterBrand. The companies note that closing depends on customary conditions, including regulatory clearances and shareholder approvals, and caution that timing and outcomes may change.
The registration statement on Form S-4 for the transaction was declared effective on September 25, 2025, and the definitive joint proxy statement/prospectus was mailed to stockholders the same day. The communication reiterates standard forward-looking statement disclaimers, outlines potential risks (such as integration challenges and transaction-related costs), and states it is not an offer or solicitation to sell securities.
Positive
- None.
Negative
- None.
Insights
Procedural milestone; merger still subject to approvals.
The key update is that the Form S-4 for the MasterBrand–American Woodmark deal is effective as of September 25, 2025, and the joint proxy/prospectus has been mailed. This enables formal shareholder voting but does not, by itself, finalize the merger.
The filing lists typical risks: regulatory and shareholder approvals, potential litigation, integration execution, and transaction costs. It also emphasizes that this message is not an offer or solicitation. Actual closing depends on satisfying the merger agreement conditions, which this communication does not alter.
Filed by American Woodmark Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: American Woodmark Corporation
(Commission File No.: 000-14798)
Merger Update Announcement to Employees:
General Updates
| • | To prepare for our combined company post-close, a Cultural Diagnostic Survey about company culture was sent to 275 associates across MasterBrand and American Woodmark. The survey feedback will provide a better understanding of the cultural elements most important to carry forward through integration. |
| • | Proxies and voting ballots have been mailed to all shareholders of record, and shareholders entitled to vote can vote using the information provided in the mailing or by their broker. |
Workstream Update
| • | This week, MasterBrand’s Jasper, IN, locations hosted American Woodmark operations leaders. |
| • | A number of workstreams are meeting face-to-face next week: |
| • | Finance is meeting in Dallas, TX |
| • | The Commercial Team is meeting in Winchester, VA |
| • | Ops/Supply Chain is visiting plants in TX and Mexico |
Important reminders:
| 1. | Our priority is to continue to deliver the exceptional service our customers expect from American Woodmark. MasterBrand and American Woodmark remain separate organizations until the transaction closes, following satisfaction of certain conditions and receipt of certain approvals. In the meantime, it is business as usual at American Woodmark. |
| 2. | You may receive questions from stakeholders about the merger announcement. Available information is posted on americanwoodmark.com in the Investor section. Beyond this public information, do not speculate or offer personal opinions on the transaction, including your thoughts on potential organizational structures, products, brands, etc. |
Forward-Looking Statements
Certain statements contained in this communication, 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, including a failure to obtain any required regulatory or governmental approvals or a failure to obtain the required approvals of either American Woodmark’s shareholders or MasterBrand’s stockholders; 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 29, 2024,
Part II, Item 1A of MasterBrand’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2025, Part II, Item 1A of MasterBrand’s Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2025, 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, and other MasterBrand and American Woodmark filings with the SEC.
The forward-looking statements included in this communication are made as of the date of this communication 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 communication.
Additional Information and Where to Find It
In connection with the proposed transaction, MasterBrand filed with the SEC a registration statement on Form S-4 (No. 333-290071) on September 5, 2025, as amended on September 23, 2025 (available at https://www.sec.gov/Archives/edgar/data/1941365/000119312525213439/0001193125-25-213439-index.html), (as amended, the “Registration Statement”), which includes a joint proxy statement of MasterBrand and American Woodmark that also constitutes a prospectus of MasterBrand for the shares of MasterBrand common stock to be offered in the proposed transaction. The Registration Statement was declared effective by the SEC on September 25, 2025. MasterBrand filed a final prospectus on September 25, 2025 (available at https://www.sec.gov/Archives/edgar/data/1941365/000119312525217473/d26471d424b3.htm) and American Woodmark filed a definitive proxy statement on September 25, 2025 (available at https://www.sec.gov/Archives/edgar/data/794619/000119312525217480/d77274ddefm14a.htm). MasterBrand and American Woodmark first mailed the definitive joint proxy statement/prospectus to their respective stockholders on September 25, 2025. Each of MasterBrand and American Woodmark may also file other relevant documents with the SEC regarding the transaction. This communication is not a substitute for the Registration Statement or definitive joint proxy statement/prospectus or any other document that MasterBrand or American Woodmark may file with the SEC. INVESTORS AND SHAREHOLDERS OF MASTERBRAND AND AMERICAN WOODMARK ARE URGED TO READ THE REGISTRATION STATEMENT, DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MASTERBRAND, AMERICAN WOODMARK, THE TRANSACTION AND RELATED MATTERS. The Registration Statement and definitive joint proxy statement/prospectus and other documents that are filed or will be filed by MasterBrand or American Woodmark with the SEC will be available free of charge at the SEC’s website at www.sec.gov. Alternatively, investors and shareholders may obtain free copies of documents that are filed or will be filed with the SEC by MasterBrand, including the Registration Statement and the definitive joint proxy
statement/prospectus, on MasterBrand’s website at https://masterbrand.com/investors/financials/sec-filings/default.aspx, and may obtain free copies of documents that are filed or will be filed with the SEC by American Woodmark, including the definitive joint proxy statement/prospectus, on American Woodmark’s website at https://americanwoodmark.com/investors/financial-reporting#secfilings. The information included on, or accessible through, MasterBrand’s or American Woodmark’s website is not incorporated by reference into this communication.
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.
Participants in the Solicitation
MasterBrand, American Woodmark and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information about the directors and executive officers of MasterBrand is set forth in MasterBrand’s proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on April 24, 2025, including under the headings “Proposal No. 1 Election of Directors—Our Director Nominees,” “Non-Employee Director Compensation,” “Executive Officers,” “Compensation Discussion and Analysis,” “Stock Ownership Information” and “Equity Compensation Plan Information.” Additional information regarding ownership of MasterBrand securities by its directors and executive officers is included in each person’s beneficial ownership reports on Forms 3, 4 and 5, as filed with the SEC. Information about the directors and executive officers of American Woodmark is set forth in its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on June 25, 2025, including under the headings “Item 1 – Election of Directors—Information Regarding Nominees,” “Executive Compensation,” “Non-Management Directors’ Compensation,” and “Security Ownership,” and in its Annual Report on Form 10-K for the fiscal year ended April 30, 2025, which was filed with the SEC on June 25, 2025, including under the heading “Executive Officers of the Registrant.” Additional information regarding ownership of American Woodmark securities by its directors and executive officers is included in each person’s beneficial ownership reports on Forms 3, 4 and 5, as filed with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Registration Statement and the definitive joint proxy statement/prospectus and may be contained in other relevant materials to be filed with the SEC regarding the transaction when such materials become available. Investors should read the Registration Statement and the definitive joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from MasterBrand or American Woodmark using the sources indicated above.