MasterBrand says FTC clears merger; closing expected May 28

MasterBrand, Inc. reports that the Federal Trade Commission has closed its investigation into MasterBrand’s proposed merger with American Woodmark, and the Hart-Scott-Rodino waiting period has expired.

Rhea-AI Filing Summary

MasterBrand, Inc. reports that the Federal Trade Commission has closed its investigation into MasterBrand’s proposed merger with American Woodmark, and the Hart-Scott-Rodino waiting period has expired. MasterBrand entered the merger agreement on August 5, 2025 and now expects to close the transaction on or about May 28, 2026, subject to satisfaction or waiver of other customary closing conditions.

Insights

M&A Counsel

FTC closure clears a primary regulatory hurdle for the merger.

The FTC’s notice that its investigation is closed and the Hart-Scott-Rodino waiting period has expired removes a key antitrust timing constraint stated in the filing. The transaction still requires satisfaction or waiver of other customary closing conditions before completion.

Watch subsequent filings for any announced satisfaction of remaining conditions and the actual closing confirmation around May 28, 2026.

Transaction Finance Analyst

Merger appears poised to close barring remaining conditions.

The filing cites the merger agreement date of August 5, 2025 and the company’s expectation to close on or about May 28, 2026. Financial effects referenced in the filing are forward-looking and conditioned on closing and integration outcomes.

Subsequent disclosures should confirm whether closing occurred and provide realized synergies or integration costs.

Key Figures

Merger agreement date: August 5, 2025 FTC notice: closed investigation Hart-Scott-Rodino waiting period: expired +2 more

5 metrics

Merger agreement date August 5, 2025 Agreement and Plan of Merger executed

FTC notice closed investigation FTC closed its investigation of the proposed merger

Hart-Scott-Rodino waiting period expired Statutory waiting period under HSR Act has expired

Expected closing date on or about May 28, 2026 MasterBrand expects to close the transaction subject to conditions

Form 8-K report date (earliest event) May 22, 2026 Date of earliest event reported in the Form 8-K

Key Terms

Hart-Scott-Rodino, waiting period, closing conditions, forward-looking statements

4 terms

Hart-Scott-Rodino regulatory

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

The Hart-Scott-Rodino Antitrust Act is a U.S. law that requires companies to notify federal regulators and wait for a review before closing large mergers or acquisitions. Think of it as a required heads-up and cooling-off period so antitrust officials can check whether a deal would unfairly reduce competition; for investors this can delay or block transactions and change the risk, timing, and expected value of corporate deals.

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.

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.

forward-looking statements regulatory

"Certain statements contained in this Current Report on Form 8-K...are forward-looking statements"

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.

FAQ

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

What did MasterBrand (MBC) disclose about the merger with American Woodmark?

MasterBrand disclosed that the FTC has closed its investigation and the HSR waiting period expired. The filing states the merger agreement was entered on August 5, 2025, and that MasterBrand expects to close the transaction on or about May 28, 2026, subject to customary closing conditions.

Does the filing confirm the merger closing date for MBC?

The filing states MasterBrand expects to close the transaction on or about May 28, 2026. That expectation is conditioned on satisfaction or waiver of other customary closing conditions and is described as subject to those conditions in the filing.

What regulatory hurdle did MasterBrand clear according to the Form 8-K?

The Form 8-K states the Federal Trade Commission has closed its investigation and the Hart-Scott-Rodino waiting period has expired. The filing frames this as the expiration of the statutory waiting period under the HSR Act.

Are there remaining conditions before the merger closes?

Yes. The filing explicitly states closing is expected to occur subject to the satisfaction or waiver of other customary closing conditions. The company did not list those remaining conditions in this excerpt.

Did MasterBrand quantify expected synergies or financial impacts in this filing?

No specific synergy amounts or financial projections are included in this excerpt. The filing contains general forward-looking statements referencing expected cost synergies and benefits without numeric quantification.

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

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Accepted by SEC EDGAR 05/26/2026 - 05:10 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

MasterBrand, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-41545		88-3479920
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3300 Enterprise Parkway, Suite 300 Beachwood, Ohio		44122
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 877-622-4782

(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, par value $0.01 per share		MBC		New York Stock Exchange

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

On May 22, 2026, MasterBrand received notice from the Federal Trade Commission that the agency has closed its investigation of MasterBrand’s proposed merger with American Woodmark. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired. As a result, MasterBrand 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.

				MASTERBRAND, INC.
Date: May 26, 2026				By:		/s/ R. David Banyard, Jr.
				Name:		R. David Banyard, Jr.
				Title:		President & Chief Executive Officer