MasterBrand to add three directors tied to merger

MasterBrand, Inc. reported that its board approved expanding from eight to eleven directors in connection with its planned merger with American Woodmark Corporation.

Rhea-AI Filing Summary

MasterBrand, Inc. reported that its board approved expanding from eight to eleven directors in connection with its planned merger with American Woodmark Corporation. Three American Woodmark designees – Andrew Cogan, Philip Fracassa and Daniel Hendrix – have been appointed to join the board, effective at the merger’s closing.

The new directors are expected to serve in different board classes and receive the same pay as other non-employee directors. MasterBrand and American Woodmark continue working with the U.S. Federal Trade Commission to obtain regulatory clearance and currently expect the merger to close in the second quarter of 2026, subject to remaining conditions.

Insights

M&A and governance analyst

Board expansion and merger timing update tied to the American Woodmark deal.

MasterBrand is aligning its governance with the planned acquisition of American Woodmark by expanding its board from eight to eleven seats and reserving three for American Woodmark designees. These appointments become effective only at the merger’s closing, preserving current governance until then.

The companies reaffirm that they are working with the U.S. Federal Trade Commission to secure regulatory clearance and still target a second-quarter 2026 closing, subject to customary conditions and possible risks outlined in their risk-factor disclosures. The filing emphasizes uncertainties such as regulatory approvals, potential termination of the merger agreement, integration challenges and realizing expected cost synergies.

8-K Event Classification

2 items: 5.02, 8.01

2 items

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Board size before merger: 8 directors Board size after expansion: 11 directors New directors added: 3 directors +3 more

6 metrics

Board size before merger 8 directors Existing MasterBrand board size prior to planned expansion

Board size after expansion 11 directors Board size approved effective at merger closing

New directors added 3 directors American Woodmark designees joining MasterBrand board

Merger expected closing period Q2 2026 Target closing window for MasterBrand–American Woodmark merger

Merger agreement date August 5, 2025 Date MasterBrand and American Woodmark signed merger agreement

Form 10-K year-end (MasterBrand) December 28, 2025 Fiscal year-end referenced for MasterBrand risk factors

Key Terms

Agreement and Plan of Merger, Effective Time, Non-Employee Director Compensation, forward-looking statements, +2 more

6 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

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.

Effective Time financial

"as of the effective time of the Merger (the “Effective Time”)"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

Non-Employee Director Compensation financial

"policies summarized under the caption “Non-Employee Director Compensation”"

forward-looking statements regulatory

"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.

Risk Factors regulatory

"factors include those listed under “Risk Factors” in Part I, Item 1A"

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.

customary closing conditions financial

"subject to required regulatory clearance and the satisfaction or waiver of other customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

FAQ

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

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

MasterBrand announced that its board approved increasing its size from eight to eleven directors. Three new directors designated by American Woodmark will fill the additional seats, with their appointments becoming effective at the time the planned merger between the two companies is completed.

Who are the new directors joining MasterBrand (MBC) in connection with the merger?

The new MasterBrand directors designated by American Woodmark are Andrew Cogan, Philip Fracassa and Daniel Hendrix. Each is expected to join a different board class and receive compensation consistent with MasterBrand’s existing non-employee director compensation policies described in its annual proxy statements.

When do the new MasterBrand (MBC) director appointments become effective?

The appointments of Andrew Cogan, Philip Fracassa and Daniel Hendrix are subject to, and effective as of, the merger’s “Effective Time.” That occurs only when the MasterBrand–American Woodmark merger closes, so the expanded board structure will take effect at that closing rather than immediately.

What is the expected closing timing for the MasterBrand (MBC) and American Woodmark merger?

MasterBrand and American Woodmark currently expect their merger to close in the second quarter of 2026. This timing depends on obtaining required regulatory clearance, including from the U.S. Federal Trade Commission, and satisfying or waiving other customary closing conditions stated in the merger agreement.

Are there related-party transactions involving the new MasterBrand (MBC) directors?

The filing states there are no transactions involving Andrew Cogan, Philip Fracassa or Daniel Hendrix that require disclosure under Item 404(a) of Regulation S-K. It also notes there are no arrangements or understandings, aside from the merger agreement, under which they were selected as directors.

Will any new MasterBrand (MBC) director stand for election at the 2026 annual meeting?

If their appointments occur before MasterBrand’s 2026 annual meeting of stockholders, Class I director Philip Fracassa is expected to stand for election at that meeting. All MasterBrand directors continue to serve until a successor is elected, or they are removed or resign under the company’s governance framework.

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

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Accepted by SEC EDGAR 04/22/2026 - 04:30 PM Learn about SEC filing dates

false 0001941365 0001941365 2026-04-17 2026-04-17

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): April 17, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on August 5, 2025, MasterBrand, Inc., a Delaware corporation (“MasterBrand”), entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “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. The Merger has not yet been consummated and is expected to close in the second calendar quarter of 2026, subject to required regulatory clearance and the satisfaction or waiver of other customary closing conditions.

The Merger Agreement provides that, MasterBrand will take all actions necessary or appropriate to cause: (i) the size of the board of directors of MasterBrand (the “MasterBrand Board”) to be increased from eight (8) to eleven (11) directors as of the effective time of the Merger (the “Effective Time”) and (ii) the three (3) directors designated by American Woodmark and agreed upon with MasterBrand prior to the Effective Time to fill the vacancies caused by the increase in size of the Board.

On April 17, 2026, the MasterBrand Board, acting upon the recommendation of its Nominating and Governance Committee: (i) approved the increase in the size of the MasterBrand Board from eight (8) to eleven (11) directors and (ii) appointed Andrew Cogan, Philip Fracassa and Daniel Hendrix as the newest members of the MasterBrand Board, in each case, subject to and effective as of the Effective Time in accordance with the terms of the Merger Agreement. Mr. Cogan is expected to serve on Class III of the MasterBrand Board, Mr. Fracassa is expected to serve on Class I of the MasterBrand Board and Mr. Hendrix is expected to serve on Class II of the MasterBrand Board. 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. There are no transactions in which each of Messrs. Cogan, Fracassa and Hendrix has an interest requiring disclosure under Item 404(a) of Regulation S-K. Except as provided in the Merger Agreement, there are no arrangements or understandings between any of Messrs. Cogan, Fracassa or Hendrix and any other person, pursuant to which he was selected as a director. If the appointment of Messrs. Cogan, Fracassa and Hendrix occurs prior to MasterBrand’s 2026 annual meeting of stockholders, Mr. Fracassa, as a Class I Director, is expected to stand for election at MasterBrand’s 2026 annual meeting of stockholders. Each of MasterBrand’s directors serves until the election of a successor, removal or resignation.

Item 8.01. Other Events.

MasterBrand and American Woodmark continue to work cooperatively with the U.S. Federal Trade Commission to obtain regulatory clearance for the Merger as expeditiously as possible. The Merger remains subject to the satisfaction or waiver of other customary closing conditions. MasterBrand and American Woodmark currently expect the Merger to close in the second quarter of 2026.

Cautionary Note 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, including a failure to obtain any required regulatory or governmental approvals; 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 possibility that the director appointments are not implemented within the expected timeframes or at all or any of the director appointees become unable or unwilling to serve; 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 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.

Date: April 22, 2026

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

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