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American Woodmark reported a sharp downturn for the quarter ended January 31, 2026. Net sales fell to $324.3 million, down 18.4% from a year earlier, and the company posted a net loss of $28.7 million versus prior-year profit of $16.6 million.
Results were hit by a $30.1 million goodwill impairment, merger-related expenses and weaker demand in both new construction and remodeling, especially a 30.5% decline in builder sales. Gross margin compressed to 11.6% as mix shifted to lower-priced offerings and tariffs and input costs rose.
The company recorded $3.2 million in restructuring charges in the quarter tied to workforce reductions and facility closures. It is pursuing an all-stock merger with MasterBrand, under which each American Woodmark share is expected to convert into 5.15 MasterBrand shares, pending regulatory clearance and other customary conditions.
American Woodmark reported a weak third fiscal quarter 2026 as housing demand softened and tariffs weighed on results. Net sales fell 18.4% to $324.3 million, and the company posted a net loss of $28.7 million, or $(1.97) per diluted share, including a $30.1 million non-cash goodwill impairment.
Adjusted EPS was $0.45 versus $1.05 a year earlier, and Adjusted EBITDA dropped to $21.6 million, or 6.7% of net sales, from $38.4 million, or 9.7%. For the first nine months, net sales declined 14.3% to $1,122.0 million, with a $8.0 million net loss and Adjusted EBITDA of $103.5 million, down from $161.5 million.
As of January 31, 2026, the company had $28.3 million in cash, total debt of $369.1 million, and net leverage of 2.26. Free cash flow for the first nine months was $2.1 million, and the company repurchased 209,757 shares for $12.4 million. Management is focused on cost reductions, tariff mitigation, and closing the pending merger with MasterBrand, Inc., and will not hold an earnings call or provide updated guidance.
Cooke & Bieler L.P. reports beneficial ownership of 260,616 shares of American Woodmark Corp common stock, representing 1.8% of the class as of 12/31/2025. All voting and dispositive authority over these shares is shared, with no sole voting or dispositive power reported.
The firm states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of American Woodmark. The position reflects ownership of 5 percent or less of the company’s common stock.
American Woodmark Corporation reported sharply weaker results for the quarter ended October 31, 2025 while progressing toward a stock-for-stock merger with MasterBrand. Net sales fell to $394.6 million from $452.5 million, and net income dropped to $6.1 million from $27.7 million as demand softened in both remodeling and new construction channels and mix shifted toward lower-priced products. Gross margin compressed to 15.2%, and diluted EPS declined to $0.42 from $1.79. Adjusted EBITDA was $39.6 million (10.0% margin) versus $60.2 million (13.3%).
Under the August 2025 Merger Agreement, each American Woodmark share will convert into 5.15 MasterBrand shares, with former American Woodmark holders expected to own about 37% of the combined company when the deal closes, which is currently expected in early 2026 subject to regulatory clearance, including an FTC second request. The company incurred $6.5 million of merger expenses in the quarter and is restructuring operations, closing facilities in Dallas, Texas and Orange, Virginia. Tariffs and higher input costs, along with macro headwinds such as weak existing home sales and lower consumer sentiment, continue to pressure performance.
American Woodmark Corporation filed a current report to announce that it released its financial results for the second quarter of fiscal 2026, which ended on October 31, 2025. The company issued a press release on November 25, 2025 describing its results of operations and financial condition for this period, and that press release is included as Exhibit 99.1 to the report and incorporated by reference. The filing is primarily administrative, formally notifying the market that the earnings information has been publicly released.
American Woodmark (AMWD) reported an FTC Second Request tied to its planned merger with MasterBrand. On November 7, 2025, both companies received a Request for Additional Information under the Hart-Scott-Rodino Act. This extends the HSR waiting period until 30 days after substantial compliance, unless the period is terminated sooner by the FTC or extended by agreement.
The companies said they will work cooperatively with the FTC to secure regulatory clearance, and the merger remains subject to other customary closing conditions. American Woodmark and MasterBrand currently expect the transaction to close in early 2026.
American Woodmark reported that its shareholders approved the merger agreement with MasterBrand, under which Maple Merger Sub will merge into American Woodmark and the company will survive as a wholly owned subsidiary of MasterBrand.
At the special meeting, 12,717,195 votes were cast for the merger, 166,817 against, and 64,427 abstained. A quorum was present with 12,948,439 shares represented. As of the record date of September 22, 2025, shares outstanding were 14,568,987. Shareholders also approved, on a non-binding basis, the transaction-related executive compensation proposal with 9,363,639 for, 3,479,390 against, and 105,410 abstentions. The companies issued a joint press release announcing the voting results.
American Woodmark filed a Rule 425 communication updating employees on its proposed merger with MasterBrand. The companies’ Form S-4 registration statement was declared effective by the SEC on September 25, 2025, enabling the delivery of definitive materials to investors.
On September 25, 2025, MasterBrand filed a final prospectus and American Woodmark filed a definitive proxy statement. The definitive joint proxy statement/prospectus was first mailed to stockholders the same day. The communication includes robust forward-looking statement cautions and directs investors to read the joint proxy statement/prospectus and related SEC filings for important details about the transaction.
The notice also reiterates that it is not an offer to sell or solicit an offer to buy securities, and outlines that directors and executive officers of both companies may be deemed participants in the proxy solicitation, with their ownership information available in SEC filings.
MasterBrand issued a Rule 425 communication regarding its proposed transaction with American Woodmark. A Form S-4 registration statement (No. 333-290071) that includes the joint proxy statement/prospectus for MasterBrand shares to be issued in the deal was declared effective on September 25, 2025, and the definitive materials were mailed the same day.
The notice reiterates forward-looking statement cautions and outlines typical closing risks, including required shareholder and regulatory approvals, potential delays, integration challenges, and transaction costs. It emphasizes that this is not an offer to sell or solicit securities and directs investors to read the effective registration statement and definitive joint proxy statement/prospectus for full details.
American Woodmark Corporation and MasterBrand, Inc. supplemented the joint proxy statement/prospectus for their proposed merger to address shareholder demand letters and lawsuits alleging omitted disclosures. The companies deny the allegations but provided Supplemental Disclosures to moot disclosure claims and avoid potential delays.
The supplement replaces background narrative sections and adds unaudited prospective financial tables: MasterBrand stand-alone projections show $1,676.2 net sales and $170.6 Adjusted EBITDA for CY25E, rising to $2,012.4 net sales and $274.6 Adjusted EBITDA in CY29E. American Woodmark calendarized projections show H2 2025E net sales $888, and $1,836 in 2026E, with adjusted EBITDA $101 and $221, respectively.