FTC clears American Woodmark–MasterBrand merger review

FTC clears American Woodmark–MasterBrand merger review

Rhea-AI Filing Summary

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FAQ

Filing Exhibits & Attachments

Positive

Negative

8-K Event Classification

Key Terms

What did the FTC decide about American Woodmark’s merger with MasterBrand (AMWD)?

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

What is the Hart-Scott-Rodino waiting period mentioned by American Woodmark?

What main risks does American Woodmark highlight regarding the MasterBrand merger?

Does this American Woodmark 8-K involve any offer or sale of securities?

American Woodmark Corporation reports a key regulatory milestone for its planned merger with MasterBrand, Inc..

(High)

(Neutral)

Form Type

8-K

American Woodmark Corporation reports a key regulatory milestone for its planned merger with MasterBrand, Inc.. On May 22, 2026, the Federal Trade Commission closed its investigation into the proposed merger and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired.

With U.S. antitrust review completed, American Woodmark now expects to close the transaction on or about May 28, 2026, subject to remaining customary closing conditions. The company also outlines extensive forward-looking statement and risk factor cautions around potential delays, integration challenges, costs, and the possibility that anticipated synergies may not be fully realized.

FTC investigation closed and HSR waiting period expired, removing a major U.S. antitrust hurdle for the proposed merger between American Woodmark and MasterBrand and allowing the companies to move toward an expected closing on or about May 28, 2026, subject to remaining customary conditions.

None.

FTC clearance removes a major hurdle for the American Woodmark–MasterBrand merger.

The key development is the Federal Trade Commission closing its investigation and the expiration of the Hart-Scott-Rodino waiting period for the proposed merger between American Woodmark and MasterBrand. This indicates U.S. antitrust authorities are not blocking the deal at this stage.

American Woodmark now targets closing on or about May 28, 2026, but emphasizes that completion still depends on satisfying or waiving other customary conditions. The extensive forward-looking statement language highlights risks such as potential litigation, integration challenges, unknown liabilities, and the possibility that expected cost synergies and other benefits may be delayed or not fully realized.

From an investor’s perspective, the removal of the FTC review overhang is a meaningful step toward deal completion. However, the ultimate impact will depend on final closing, how effectively MasterBrand integrates American Woodmark’s operations after closing, and whether anticipated economic benefits and cost savings materialize in line with management’s expectations.

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Hart-Scott-Rodino Antitrust Improvements Act of 1976, waiting period, forward-looking statements, merger agreement, +1 more

5 terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired."

waiting period regulatory

"The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired."

A waiting period is a legally required pause before a corporate action — such as a securities offering, merger, or regulatory approval — can take effect, giving regulators time to review documents and the public time to respond. It matters to investors because it sets when money can change hands and when shares can be traded, creating a window of uncertainty and opportunity much like a cooling-off period before a big purchase.

forward-looking statements regulatory

"Certain statements contained in this 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 ... are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

merger agreement financial

"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;"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Risk Factors regulatory

"Other factors include those listed under “Risk Factors” in Part I, Item 1A of MasterBrand’s Annual Report on Form 10-K..."

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

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

The FTC closed its investigation into the proposed American Woodmark–MasterBrand merger, and the Hart-Scott-Rodino waiting period expired. This means U.S. antitrust authorities are not blocking the transaction at this stage, allowing the companies to proceed toward closing, subject to remaining conditions.

American Woodmark expects to close its proposed merger with MasterBrand on or about May 28, 2026. This timing still depends on satisfying or waiving other customary closing conditions set out in the merger agreement, so the actual closing date could shift if those conditions are not met promptly.

The Hart-Scott-Rodino waiting period is a mandatory review window U.S. antitrust regulators use to examine significant mergers. In this case, the period has expired for the American Woodmark–MasterBrand deal, signaling regulators have completed their review and are not currently seeking to prevent the transaction.

American Woodmark cites risks such as failure to satisfy closing conditions, potential termination or delay, litigation, customer or supplier disruptions, integration challenges, unknown liabilities, and the possibility that expected economic benefits, cost savings, or synergies are not fully realized or take longer than anticipated to achieve.

No. The company explicitly states the communication is not an offer to sell or a solicitation to buy securities, nor a solicitation of any vote or approval. Any securities related to the transaction would only be offered through a proper prospectus meeting Securities Act Section 10 requirements.

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

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Accepted by SEC EDGAR 05/26/2026 - 05:12 PM

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.

Source: View Original Filing on SEC EDGAR

4 documents

AMERICAN WOODMARK CORPORATION

Date: May 26, 2026

/s/ M. Scott Culbreth

M. Scott Culbreth

President & Chief Executive Officer