American Woodmark–MasterBrand Registration Effective; Shareholder Votes Set

Rhea-AI Filing Summary

American Woodmark Corporation and MasterBrand have moved the proposed merger forward: the joint Registration Statement was declared effective by the SEC on September 25, 2025, and both companies filed final proxy/prospectus documents and began mailing the definitive joint proxy statement/prospectus on September 25, 2025. The companies state they continue to cooperate with the Federal Trade Commission and used a routine withdraw-and-refile of a pre-merger HSR notification to obtain an additional 30-day antitrust review period.

The parties continue to expect to close the Merger in early 2026, subject to HSR clearance, adoption of the merger agreement by American Woodmark shareholders, approval by MasterBrand stockholders of the share issuance, and satisfaction or waiver of other customary closing conditions. The filing directs investors to read the Registration Statement and definitive joint proxy statement/prospectus for full details and to obtain free copies from the SEC or each company’s investor website.

Positive

• Registration Statement declared effective by the SEC on September 25, 2025
• Definitive joint proxy statement/prospectus mailed to stockholders on September 25, 2025, enabling shareholder votes
• Companies remain cooperative with FTC staff and continue to expect a closing in early 2026

Negative

• Transaction remains subject to HSR clearance and the parties used a withdraw-and-refile to obtain an extra 30-day FTC review period
• Closing requires multiple shareholder approvals (American Woodmark adoption of the merger agreement and MasterBrand approval of share issuance) and other customary conditions

Insights

M&A Counsel

Regulatory timing is the key near-term gating item for closing.

The SEC declared the joint Registration Statement effective on September 25, 2025, and definitive proxy/prospectus materials were mailed the same day, allowing formal shareholder votes to be scheduled. The parties used a routine withdraw-and-refile of an HSR pre-merger notice to obtain an additional 30-day FTC review window, which delays but does not change the substantive transaction terms.

The transaction remains conditional on HSR clearance, shareholder approvals, and customary closing conditions; expect closure timing to hinge on the FTC review and the scheduling of shareholder votes in early 2026.

Corporate Governance Advisor

Shareholder approvals are now actionable following effective registration.

With the Registration Statement effective and definitive proxy materials distributed on September 25, 2025, both companies have met a key procedural step enabling shareholder consideration of the merger agreement and related plan of merger. The proxy pack should disclose director and executive ownership, compensation, and solicitation participants.

Investors should review the definitive joint proxy statement/prospectus for voting mechanics, required majorities, and any related party disclosures ahead of the anticipated closing in early 2026.

AMERICAN WOODMARK CORP false 0000794619 0000794619 2025-10-03 2025-10-03

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): October 3, 2025

American Woodmark Corporation

(Exact name of Registrant as Specified in Its Charter)

Virginia		001-14798		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 (the “Company” or “American Woodmark”) entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Merger”) with MasterBrand, Inc., a Delaware corporation (“MasterBrand”), and Maple Merger Sub, Inc., a Virginia Corporation and a wholly owned subsidiary of MasterBrand.

On October 3, 2025, MasterBrand received notice from the Federal Competition Commission of Mexico that it approved the Merger, in satisfaction of one of the regulatory approvals required to be obtained as a condition to the Merger.

In addition, as agreed by the parties, on October 6, 2025, MasterBrand, as the acquiring party, voluntarily withdrew its pre-merger Notification and Report Form filed pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in order to provide the Federal Trade Commission (the “FTC”) with additional time to review the Merger.

In accordance with the regulations under the HSR Act, MasterBrand plans to resubmit its HSR Act Notification and Report Form by October 8, 2025, commencing a new 30-day waiting period under the HSR Act. Withdrawing and refiling pre-merger notifications is a standard procedure in order to provide additional time for antitrust review of certain transactions. MasterBrand and the Company continue to work constructively with FTC staff in the FTC’s review of the Merger and continue to expect to consummate the Merger in early 2026. In addition to the receipt of clearance of the Merger under the HSR Act, the Merger remains subject to the adoption by the Company’s shareholders of the Merger Agreement and the related plan of merger, the approval by MasterBrand stockholders of the issuance of MasterBrand common stock to the Company’s shareholders pursuant to the Merger Agreement, and the satisfaction or waiver of other customary closing conditions.

Cautionary Note 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, 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 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.

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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 document 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 Current Report on Form 8-K.

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.

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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: October 6, 2025				By:		/s/ M. Scott Culbreth
				Name:		M. Scott Culbreth
				Title:		President & Chief Executive Officer

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FAQ

What is the current SEC status of the AMWD–MasterBrand merger?

The joint Registration Statement was declared effective by the SEC on September 25, 2025, and definitive proxy/prospectus materials were mailed the same day.

When do the companies expect the merger to close?

The companies continue to expect to consummate the merger in early 2026, subject to regulatory and shareholder approvals.

Why was an HSR pre-merger notice withdrawn and refiled?

They withdrew and refiled the HSR notification as a standard procedure to obtain an additional 30-day FTC review period for antitrust review.

What approvals remain required to close the transaction?

Closing is conditioned on HSR clearance, adoption of the merger agreement by American Woodmark shareholders, approval by MasterBrand stockholders of the share issuance, and satisfaction or waiver of other customary closing conditions.

Where can investors find the full transaction documents?

Investors can obtain free copies of the Registration Statement and definitive joint proxy statement/prospectus from the SEC website or from each company’s investor relations SEC filings page.