MasterBrand cleared to close American Woodmark deal

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 antitrust 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 antitrust waiting period has expired.

With this key regulatory step completed, MasterBrand expects to close the transaction on or about May 28, 2026, subject to remaining customary closing conditions. The company highlights numerous forward-looking risks, including potential delays, integration challenges, litigation, financing considerations, and the possibility that anticipated cost synergies and other benefits may not be fully realized.

Positive

• Major antitrust milestone achieved: The Federal Trade Commission has closed its investigation into the MasterBrand–American Woodmark merger and the Hart-Scott-Rodino waiting period has expired, removing a key regulatory hurdle to closing.

Negative

• None.

Insights

M&A and regulatory analyst

FTC clearance removes a major antitrust hurdle for MasterBrand’s acquisition of American Woodmark, but closing and synergy realization still depend on multiple execution risks.

The Federal Trade Commission has closed its investigation into the proposed MasterBrand–American Woodmark merger, and the Hart-Scott-Rodino waiting period has expired. This represents a major regulatory milestone, typically one of the most significant uncertainties in large strategic transactions.

The transaction is still contingent on other customary closing conditions and subject to risks described by both companies. These include potential termination of the merger agreement, litigation, integration difficulties, customer and supplier retention, management distraction, and the possibility that expected cost savings and economic benefits are delayed or not fully achieved.

Investors following this deal will focus on whether the parties complete closing around May 28, 2026 as indicated, and on subsequent disclosures regarding integration progress, transaction and integration costs, and how quickly any anticipated synergies and financial benefits begin to appear in future quarterly and annual results.

8-K Event Classification

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.

Key Figures

FTC investigation status: Closed HSR waiting period: Expired Expected closing date: May 28, 2026

3 metrics

FTC investigation status Closed Investigation of proposed MasterBrand–American Woodmark merger

HSR waiting period Expired Hart-Scott-Rodino antitrust review for the merger

Expected closing date May 28, 2026 Targeted completion date for the MasterBrand–American Woodmark transaction

Key Terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Agreement and Plan of Merger, forward-looking statements, merger agreement, +1 more

5 terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended regulatory

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

Agreement and Plan of Merger financial

"MasterBrand, Inc. ... entered into an Agreement and Plan of Merger with American Woodmark Corporation..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

forward-looking statements regulatory

"Certain statements contained in this on Form 8-K, other than purely historical information... 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 financial

"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.

FAQ

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

What did MasterBrand (MBC) announce about its merger with American Woodmark?

MasterBrand announced that the Federal Trade Commission has closed its investigation into the proposed merger with American Woodmark and the Hart-Scott-Rodino waiting period has expired, a key regulatory step toward completing the transaction.

When does MasterBrand expect to close the American Woodmark merger?

MasterBrand expects to close its merger with American Woodmark on or about May 28, 2026, subject to the satisfaction or waiver of other customary closing conditions that still must be met before completion.

What regulatory milestone did MasterBrand’s merger with American Woodmark clear?

The merger cleared the Hart-Scott-Rodino Antitrust Improvements Act review process. The Federal Trade Commission closed its investigation, and the waiting period expired, indicating U.S. antitrust authorities are not blocking the transaction at this stage.

What risks to the MasterBrand–American Woodmark merger does the 8-K highlight?

The filing lists risks including failure to satisfy closing conditions, potential termination of the merger agreement, litigation, customer or supplier disruptions, integration challenges, increased transaction or integration costs, financing considerations, and the possibility that expected synergies or economic benefits are delayed or not fully realized.

Does the MasterBrand 8-K guarantee that the American Woodmark deal will close?

No. While regulatory review under the Hart-Scott-Rodino Act has been completed, the filing stresses that closing remains subject to other customary conditions and outlines multiple factors that could delay, alter, or prevent completion of the transaction.

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

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Accepted by SEC EDGAR 05/26/2026 - 05:08 PM Learn about SEC filing dates

false 0001941365 0001941365 2026-05-22 2026-05-22

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

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