[8-K] MasterBrand, Inc. Reports Material Event

Rhea-AI Filing Summary

MasterBrand (MBC) reported results from a special stockholder meeting tied to its planned merger with American Woodmark. Stockholders approved the proposal to issue MasterBrand common stock to American Woodmark shareholders under the Merger Agreement.

Votes were 107,898,864 for, 173,639 against, and 82,156 abstentions. A quorum was present with 108,154,659 shares represented; shares outstanding were 126,738,905 as of September 22, 2025. The meeting was not adjourned. MasterBrand and American Woodmark also issued a joint press release announcing the voting results.

Insights

M&A and Corporate Actions Analyst

Share issuance for the merger was approved with overwhelming support.

MasterBrand obtained stockholder approval to issue shares to American Woodmark holders, a key condition for the merger to proceed. The vote margin was decisive, indicating broad support for the transaction mechanics.

The filing lists the vote tallies and quorum, confirming procedural clearance for the issuance step. It does not state closing or integration terms, so the next milestones depend on remaining conditions in the Merger Agreement.

The joint press release highlights both companies’ meeting outcomes. Subsequent filings may provide the closing timeline and any remaining regulatory or contractual steps required.

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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 30, 2025

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. ☐

Introductory Note

On October 30, 2025, MasterBrand, Inc., a Delaware corporation (“MasterBrand”), held a special meeting of stockholders (the “Special Meeting”) in connection with the Agreement and Plan of Merger, dated as of August 5, 2025 (the “Merger Agreement”), by and among MasterBrand, Maple Merger Sub, Inc., a Virginia corporation and wholly-owned subsidiary of MasterBrand (“Merger Sub”), and American Woodmark Corporation, a Virginia corporation (“American Woodmark”).

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Special Meeting, MasterBrand’s stockholders considered certain matters related to the merger, each of which is described in more detail in the joint proxy statement/prospectus of MasterBrand and American Woodmark, dated September 25, 2025. At the close of business on September 22, 2025, the record date for the Special Meeting, there were 126,738,905 shares of MasterBrand common stock outstanding. At the Special Meeting, the holders of 108,154,659 shares of MasterBrand common stock were represented in person or by proxy, constituting a quorum.

The vote results on the matters presented at the Special Meeting are set forth below.

MasterBrand Issuance Proposal. A proposal to approve the issuance of MasterBrand common stock to holders of American Woodmark common stock pursuant to the Merger Agreement was approved upon the following votes:

Votes For		Votes Against		Abstentions
107,898,864		173,639		82,156

No adjournment of the Special Meeting was determined to be necessary or appropriate and, accordingly, the Special Meeting was not adjourned and proceeded to conclusion without consideration of a proposal to adjourn the Special Meeting.

Item 8.01. Other Events.

Also on October 30, 2025, MasterBrand and American Woodmark issued a joint press release announcing the voting results of the Special Meeting and the results of the special meeting of American Woodmark shareholders held on October 30, 2025. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Joint Press Release issued by MasterBrand, Inc. and American Woodmark Corporation, dated October 30, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.

				MASTERBRAND, INC.
Date: October 30, 2025				By:		/s/ R. David Banyard, Jr.
				Name:		R. David Banyard, Jr.
				Title:		President & Chief Executive Officer