All-stock American Woodmark deal expands MasterBrand (NYSE: MBC) cabinetry reach

Rhea-AI Filing Summary

MasterBrand, Inc. completed its all-stock merger with American Woodmark Corporation, with American Woodmark shareholders receiving 5.150 shares of MasterBrand common stock for each American Woodmark share. Pre-closing MasterBrand shareholders now hold approximately 63% of the combined company.

MasterBrand drew down a $375.0 million delayed draw Term Loan A, using about $367.5 million to repay and terminate American Woodmark’s existing debt and the balance to reimburse merger- and financing-related costs. Management expects the combined cabinetry business to realize about $90 million of annual run-rate cost synergies by the end of year three and to be accretive to adjusted diluted earnings per share in year two.

American Woodmark is now a wholly owned subsidiary, its stock will be delisted from Nasdaq, and the combined company continues under the MasterBrand name and NYSE ticker MBC. Three former American Woodmark directors joined MasterBrand’s board as independent directors, while existing leadership, including the Chairman and CEO, remains in place.

Positive

• Completion of the all-stock merger with American Woodmark creates a larger cabinetry company, with MasterBrand targeting approximately $90 million of annual run-rate cost synergies by the end of year three and expecting accretion to adjusted diluted earnings per share in year two.

Negative

• MasterBrand drew down a new $375.0 million Term Loan A facility, increasing leverage to refinance approximately $367.5 million of American Woodmark debt and cover transaction-related costs, while integration and synergy realization risks are highlighted in the forward-looking statements.

Insights

Equity analyst – homebuilding & building products

MasterBrand completes a transformative, leveraged all-stock merger with clear synergy targets.

The merger with American Woodmark creates a larger North American cabinetry manufacturer under the MasterBrand name, with pre-closing MasterBrand shareholders owning about 63% of the combined company. Consideration is entirely stock, at a fixed 5.150-for-1 exchange ratio, which spreads economic exposure across both legacy shareholder bases.

Management targets roughly $90 million of annual run-rate cost synergies by the end of year three and expects the deal to be accretive to adjusted diluted EPS in year two. These goals rely on successful integration of operations, brands, and supply chains, and on maintaining customer relationships across a broader product and geographic footprint.

To support the transaction, MasterBrand drew a new $375.0 million Term Loan A, using about $367.5 million to refinance American Woodmark’s debt and the remainder for transaction-related reimbursements. The added term debt increases financial leverage, so actual value creation will depend on achieving the stated cost savings while managing integration costs and broader market and tariff conditions referenced in the forward-looking statements.

8-K Event Classification

5 items: 2.01, 2.03, 5.02, 7.01, 9.01

5 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Exchange ratio: 5.150 shares Ownership split: 63% of shares Term Loan A size: $375.0 million +4 more

7 metrics

Exchange ratio 5.150 shares MasterBrand shares per American Woodmark share in merger

Ownership split 63% of shares Pre-closing MasterBrand holders’ stake in combined company

Term Loan A size $375.0 million Delayed draw Term Loan A drawn at closing

Debt repaid $367.5 million American Woodmark indebtedness repaid and terminated

Target cost synergies $90 million annually Run-rate cost synergies by end of year three

EPS impact timing Year two Expected accretion to adjusted diluted EPS

Form type Form 8-K Current report on completion of acquisition and financing

Key Terms

Agreement and Plan of Merger, Exchange Ratio, Term Loan A, run-rate cost synergies, +2 more

6 terms

Agreement and Plan of Merger regulatory

"that certain Agreement and Plan of Merger, dated as of August 5, 2025"

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.

Exchange Ratio financial

"each share of American Woodmark common stock outstanding was converted into the right to receive 5.150 shares of MasterBrand common stock (such ratio, the “Exchange Ratio”)"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Term Loan A financial

"incremental term loan commitments in the form of a delayed draw Term A loan (“Term Loan A”) in an aggregate amount equal to $375.0 million"

Term Loan A is a portion of a company’s syndicated bank loan that is paid down with regular principal installments over a set period, usually carries lower interest and a shorter maturity than other loan tranches. It matters to investors because its scheduled repayments and interest cost affect a company’s cash flow and borrowing needs; heavy near‑term payments can reduce cash available for dividends, investment or increase refinancing risk, much like a mortgage with larger monthly payments limits household flexibility.

run-rate cost synergies financial

"expected to unlock approximately $90 million of annual run-rate cost synergies by the end of year three"

Run-rate cost synergies are the ongoing, annualized savings a company expects to achieve after combining operations with another business, once integration actions (like consolidating offices or cutting overlapping staff) are fully in place. For investors, they matter because they show how a deal is expected to improve future profitability and cash flow — like projecting the yearly savings from merging two households so you can judge whether the combination was worth the price paid.

adjusted diluted earnings per share financial

"expected to unlock approximately $90 million of annual run-rate cost synergies ... and be accretive to adjusted diluted earnings per share in year two"

Adjusted diluted earnings per share is the company’s net profit per share after accounting for potential extra shares (from options or convertible securities) and removing one‑time or unusual items so the number reflects ongoing business results. Think of it like timing a runner’s steady pace after excluding a few unexpected stops; it gives investors a clearer view of sustainable profit available to each share. Investors use it to compare companies and judge underlying profitability and valuation without short‑term distortions.

forward-looking statements regulatory

"Certain statements contained in this press release, other than purely historical information, including, but not limited to, statements as to expected cost synergies ... 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.

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FAQ

What did MasterBrand (MBC) announce in this 8-K filing?

MasterBrand announced completion of its all-stock merger with American Woodmark. American Woodmark is now a wholly owned subsidiary, and the combined company operates under the MasterBrand name with shares continuing to trade on the NYSE under the symbol MBC.

What is the share exchange ratio for the MasterBrand–American Woodmark merger?

Each American Woodmark common share converts into 5.150 shares of MasterBrand common stock. This fixed exchange ratio sets the ownership split, with pre-closing MasterBrand shareholders holding about 63% of the combined company’s shares outstanding after the transaction.

How much new debt did MasterBrand incur to finance the transaction?

MasterBrand drew down a delayed draw Term Loan A of $375.0 million. About $367.5 million repaid and terminated American Woodmark’s existing indebtedness, with remaining proceeds reimbursing MasterBrand for fees and expenses related to the credit amendment and merger.

What cost synergies does MasterBrand expect from the American Woodmark merger?

MasterBrand expects approximately $90 million of annual run-rate cost synergies by the end of year three. Management also anticipates the deal will be accretive to adjusted diluted earnings per share in year two, based on current operating assumptions and tariff conditions disclosed.

How does the merger affect American Woodmark and MasterBrand shareholders?

American Woodmark shareholders now hold MasterBrand shares based on the 5.150 exchange ratio, and American Woodmark stock will be delisted from Nasdaq. Pre-closing MasterBrand shareholders represent roughly 63% of the combined company, retaining majority ownership and governance continuity.

Were there changes to MasterBrand’s board after the American Woodmark merger?

Three former American Woodmark directors, Andrew Cogan, Philip Fracassa, and Daniel Hendrix, joined MasterBrand’s board as independent directors. Existing directors, including Chairman David Petratis and CEO Dave Banyard, continue in their roles, providing continuity alongside new perspectives.

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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): May 28, 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. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 5, 2025 (the “Merger Agreement”), by and among MasterBrand, Inc., a Delaware corporation (“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”).

Effective as of May 28, 2026 (the “Closing Date”), MasterBrand completed its previously announced transaction with American Woodmark (the “Closing”). Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into American Woodmark (the “Merger”) at the effective time of the Merger (the “Effective Time”), with American Woodmark continuing as the surviving entity.

Merger Consideration

Pursuant to the Merger Agreement, at the Effective Time, each share of American Woodmark common stock outstanding was converted into the right to receive 5.150 shares of MasterBrand common stock (such ratio, the “Exchange Ratio”), plus cash in lieu of any fractional shares.

Treatment of American Woodmark Equity Awards

Pursuant to the Merger Agreement, as of the Effective Time, (i) each American Woodmark restricted stock unit (each, an “American Woodmark RSU”) that was outstanding immediately prior to the Effective Time was, depending on the terms of the applicable award, either (1) converted into a MasterBrand restricted stock unit with respect to a corresponding number of shares of MasterBrand common stock based on the Exchange Ratio (with any fractional shares rounded down to the nearest whole share) or (2) converted into the right to receive a number of shares of MasterBrand common stock equal to the number of shares of American Woodmark common stock subject to the American Woodmark RSU immediately prior to the Effective Time multiplied by the Exchange Ratio (with a cash payment in respect of any fractional shares in accordance with the Merger Agreement), less any applicable tax withholding, (ii) except as described below, each American Woodmark performance stock unit (each, an “American Woodmark PSU”) that was outstanding immediately prior to the Effective Time was converted into a MasterBrand restricted stock unit with respect to a corresponding number of shares of MasterBrand common stock (determined based upon actual or superior performance levels, as applicable) based on the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, and (iii) each American Woodmark cash-settled restricted stock tracking unit outstanding immediately prior to the Effective Time was assumed and converted into a MasterBrand cash-settled restricted stock tracking unit relating to a corresponding number of shares of MasterBrand common stock (with any performance-based vesting conditions determined based upon superior performance levels) based on the Exchange Ratio (with any fractional shares rounded down to the nearest whole share). Each option to purchase shares of American Woodmark common stock and American Woodmark PSUs granted to American Woodmark executive officers on September 5, 2023, were determined (based on the achievement of actual performance through the Effective Time) not to have been earned and, as a result, were automatically cancelled without any payment or other consideration at the Effective Time.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Merger Agreement, which was filed as Exhibit 2.1 to MasterBrand’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2025 and incorporated herein by reference.

The total number of shares of MasterBrand common stock issuable as consideration with respect to the Merger (including with respect to the converted American Woodmark RSUs as described above) is approximately 77,031,379 million shares. The issuances of shares of MasterBrand common stock to be issued in connection with the Merger were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-290071) filed by MasterBrand with the SEC on September 5, 2025, as amended on September 23, 2025, and declared effective by the SEC on September 25, 2025 (the “S-4 Registration Statement”).

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously reported, on November 3, 2025, MasterBrand entered into an amendment (the “First Amendment”) to its amended and restated credit agreement to obtain incremental term loan commitments in the form of a delayed draw Term A loan (“Term Loan A”) in an aggregate amount equal to $375.0 million, the funding of which was dependent on the Closing of the Merger.

On May 28, 2026, MasterBrand drew down the full $375 million available under the Term Loan A. The proceeds from the Term Loan A were used to repay and terminate American Woodmark’s existing indebtedness in an approximate amount of $367.5 million. The remaining proceeds were used to reimburse MasterBrand for fees and expenses previously paid in connection with the First Amendment and the Merger.

The description of the First Amendment is set forth under Item 5 in MasterBrand’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025 (the “Prior Financing 10-Q”), which description is incorporated into this Item 2.03 by reference. In addition, the First Amendment was filed as Exhibit 10.1 to the Prior Financing 10-Q and is incorporated into this Item 2.03 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Directors

The following three (3) former directors of American Woodmark were appointed to serve as independent directors on the Board of Directors of MasterBrand (the “Board”), effective as of the Effective Time: Andrew Cogan, Philip Fracassa and Daniel Hendrix (the “Former American Woodmark Directors”). Given that the Closing is occurring prior to MasterBrand’s Annual Meeting of Stockholders on June 4, 2026 (the “Annual Meeting”) and because Mr. Fracassa is being added as a Class I director to the Board, as previously disclosed, Mr. Fracassa will be up for re-election with the other Class I directors at the Annual Meeting. Messrs. Cogan, Fracassa and Hendrix are each expected to receive compensation payable to nonemployee directors serving on the MasterBrand Board consistent with the policies summarized under the caption “Non-Employee Director Compensation” in MasterBrand’s annual proxy statements. Other than the Merger Agreement, there are no arrangements between the Former American Woodmark Directors and any other person pursuant to which the Former American Woodmark Directors were selected as directors. There are no transactions in which any Former American Woodmark Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Former American Woodmark Directors join the following eight (8) directors of MasterBrand who will continue their service as directors of MasterBrand: R. David Banyard, Jr., David Petratis, Juliana Chugg, Catherine Courage, Robert Crisci, Ann Fritz Hackett, Jeffery Perry and Patrick Shannon.

Biographical Information

Biographical information related to the Former American Woodmark Directors can be found in the definitive proxy statement on Schedule 14A filed by MasterBrand with the SEC on April 22, 2026.

Chairman of the Board

Pursuant to the terms of the Merger Agreement, David Petratis continues to serve as Chairman of the Board.

Item 7.01. Regulation FD Disclosure.

On May 28, 2026, MasterBrand issued a press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of MasterBrand, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of August 5, 2025, by and among American Woodmark Corporation, MasterBrand, Inc. and Maple Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of MasterBrand, Inc.’s Form 8-K filed with the SEC on August 6, 2025 (File No. 001-41545)).*
10.1		First Amendment to Amended and Restated Credit Agreement, dated as of November 3, 2025, among MasterBrand, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of MasterBrand, Inc.’s Form 10-Q filed with the SEC on November 5, 2025 (File No. 001-41545)).
99.1		Press Release, dated as of May 28, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

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 28, 2026				By:		/s/ R. David Banyard, Jr.
				Name:		R. David Banyard, Jr.
				Title:		President & Chief Executive Officer

Exhibit 99.1

MasterBrand and American Woodmark Successfully Complete Merger Transaction

Transaction Enhances the Industry’s Most Comprehensive Portfolio of Trusted Cabinet Brands and Products

BEACHWOOD, Ohio and WINCHESTER, Virginia. – May 28, 2026 – MasterBrand, Inc. (NYSE: MBC) (“MasterBrand”) and American Woodmark Corporation (NASDAQ: AMWD) (“American Woodmark”), today announced the successful completion of their previously announced all-stock merger transaction. The combined company establishes the most comprehensive portfolio of trusted cabinetry brands and products in North America, with expanded geographic reach, financial strength, and enhanced capabilities to better serve customers and consumers.

The combined company will have an expanded operational footprint, which is expected to deliver greater overall choice, superior service, and enhanced value to customers and consumers across the full value chain. By uniting two organizations rooted in customer-oriented values and operational excellence, MasterBrand will build a stronger, more resilient enterprise well-positioned to advance innovation, drive sustainable growth, and deliver value for all stakeholders. The combined company is expected to unlock approximately $90 million of annual run-rate cost synergies by the end of year three and be accretive to adjusted diluted earnings per share in year two. These assumptions only reflect the operating environment as of the date of this press release, including the impact of those tariffs currently in effect, and do not reflect any future tariff increases or potential impacts on company costs or market demand.

“Today marks a transformative milestone for MasterBrand,” said Dave Banyard, President and Chief Executive Officer of MasterBrand. “The transaction brings together two industry leaders with complementary strengths, positioning us to deliver exceptional choice, quality, and service to our customers, while creating enhanced long-term value for shareholders. Our immediate focus turns to integration – bringing together our people, operations, and capabilities in a way that accelerates value creation for all stakeholders. We are excited to unite our talented teams as we embark on this next chapter of growth.”

Transaction Details

Under the terms of the previously announced merger agreement, American Woodmark shareholders received a fixed exchange ratio of 5.150 shares of MasterBrand common stock for each share of American Woodmark common stock held immediately prior to the effective time of the merger. The pre-closing MasterBrand shares remain outstanding and currently represent approximately 63% of the combined company’s shares outstanding. The combined company will operate under the name MasterBrand, Inc. and its shares will continue to trade on the New York Stock Exchange under the symbol “MBC”. As a result of the completion of the merger, the common stock of American Woodmark will be delisted from the Nasdaq Stock Market.

As previously announced, Mr. Banyard will remain as President and Chief Executive Officer of MasterBrand.

Three former American Woodmark directors, Andrew Cogan, Philip Fracassa, and Daniel Hendrix joined MasterBrand’s Board of Directors as independent directors upon completion of the transaction. Mr. David Petratis will remain as Chairman of the Board of Directors of MasterBrand. Given that the closing is occurring prior to MasterBrand’s Annual Meeting of Stockholders on June 4, 2026 (the “Annual Meeting”) and because Mr. Fracassa is being added to Class I of the MasterBrand Board of Directors, as previously disclosed, Mr. Fracassa will be up for re-election with the other Class I directors at the Annual Meeting. Further information regarding the Annual Meeting and election of directors is available in the proxy statement filed by MasterBrand with the Securities and Exchange Commission on April 22, 2026.

American Woodmark is now a wholly owned subsidiary of MasterBrand, and the combined company will continue to operate under the MasterBrand name. MasterBrand is headquartered in Beachwood, Ohio and will maintain a presence in Winchester, Virginia.

Advisors

Rothschild & Co served as exclusive financial advisor, Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel, and C Street Advisory Group served as strategic communications and investor relations advisor to MasterBrand. Jefferies LLC served as financial advisor, and McGuireWoods LLP served as legal counsel to American Woodmark.

About MasterBrand

MasterBrand, Inc. (NYSE: MBC) is the largest manufacturer of residential cabinets in North America and offers a comprehensive portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. Delivered through our exceptional distribution network, MasterBrand products are available in a wide variety of designs, finishes and styles and span the most attractive categories of the cabinets market: stock, semi-custom and premium cabinetry. Additional information can be found at www.masterbrand.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release, other than purely historical information, including, but not limited to, statements as to expected cost synergies and other expected benefits, effects or outcomes relating to the recently completed 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, as applicable. Although MasterBrand believes 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 potential litigation relating to the transaction; the effect of the transaction on the ability of MasterBrand to retain customers, maintain relationships with suppliers and hire and retain key personnel; the effect of the transaction on MasterBrand’s stock price; disruptions in the ordinary course of business resulting from the transaction; the continued availability of capital and financing and any rating agency actions related to the transaction or otherwise; the diversion of the attention and time of management from ordinary course of 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 resulting from the recently completed transaction, including those benefits expected to be derived from MasterBrand’s expanded geographic reach, increased financial strength or enhanced capabilities, as well as expected 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 press release are made as of the date of this press release and, unless legally required, MasterBrand does not undertake any obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this press release.

Contacts

MasterBrand Investor Relations:

Investorrelations@MasterBrand.com

C Street Advisory Group

MasterBrand@thecstreet.com

(212) 372-4977

MasterBrand Media Contact:

Media@MasterBrand.com

Source: MasterBrand, Inc.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 13.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.5 KB