MasterBrand, Inc. SEC Filings

MasterBrand, Inc. (MBC) reported an insider equity transaction by its EVP & Chief HR Officer. On 12/01/2025, 668 shares of common stock were withheld at a price of $11.09 per share to cover the executive’s tax obligations associated with the vesting of retirement-eligible restricted stock units under the company’s equity incentive plan. After this tax-withholding event, the officer beneficially owned 164,263 shares of MasterBrand common stock, which includes 83,713 restricted stock units that have not yet vested. The transaction is reported as exempt under Rule 16b-3.

Gates Capital Management and related entities filed Amendment No. 3 to Schedule 13G reporting passive ownership in MasterBrand, Inc. (MBC). The group reports beneficial ownership of 10,376,340 shares of common stock, representing 8.2% of the class, with shared voting and dispositive power over the same amount and no sole power.

The percentage is based on 126,779,371 shares outstanding as of October 31, 2025, as disclosed in MasterBrand’s Form 10‑Q. The certification states the holdings were acquired and are held in the ordinary course and not for the purpose of changing or influencing control.

MasterBrand (MBC) reported a regulatory development in its planned merger with American Woodmark. On November 7, 2025, both companies received an FTC “Second Request” for additional information under the HSR Act. This request extends the HSR waiting period until 30 days after the parties have substantially complied, unless shortened by the FTC or extended by agreement.

The companies stated they will continue cooperating with the FTC to seek clearance, and the merger remains subject to satisfaction or waiver of other customary closing conditions. MasterBrand and American Woodmark currently expect the merger to close in early 2026.

MasterBrand, Inc. (MBC) reported lower quarterly results while advancing a major combination. For the 13 weeks ended September 28, 2025, net sales were $698.9 million versus $718.1 million a year ago, and net income was $18.1 million versus $29.1 million. Operating income was $41.7 million compared with $57.6 million, reflecting higher costs and restructuring charges of $2.6 million. Year to date, net sales reached $2,090.1 million (up from $2,032.7 million) with net income of $68.7 million (down from $111.9 million).

Cash from operations was $108.8 million year to date. Cash was $114.8 million and long‑term debt was $954.1 million, including $700.0 million 7.00% Senior Notes due 2032 and $265.0 million drawn on the revolver, which had $461.9 million of availability. The company repurchased $18.1 million of stock year to date at an average price of $12.82.

MasterBrand signed a definitive agreement to combine with American Woodmark in an all‑stock merger. Each American Woodmark equity interest will convert into 5.15 shares of MasterBrand, representing approximately 37 percent of the combined company’s fully diluted shares immediately prior to signing. Both companies received shareholder approval on October 30, 2025. MasterBrand also added $375.0 million of delayed‑draw term loan commitments to repay American Woodmark’s debt at closing.

MasterBrand, Inc. furnished an earnings release and an investor presentation dated November 4, 2025. The materials cover results for the fiscal quarter and year ended September 28, 2025 and are provided as exhibits to the report. The company noted these materials are furnished and not deemed filed under the Exchange Act.

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.

MasterBrand, Inc. (MBC) filed an 8-K to voluntarily supplement certain disclosures in the joint proxy statement/prospectus for its proposed merger with American Woodmark. The update adds background details and quantitative exhibits used by the financial advisors.

New stand‑alone projections for American Woodmark prepared by MasterBrand show Net Sales of $1,676.2 million in CY25E rising to $2,012.4 million in CY29E; Adjusted EBITDA increases from $170.6 million to $274.6 million; and unlevered free cash flow from $34.7 million to $142.2 million. Calendarized projections prepared by American Woodmark list 2026E Net Sales of $1,836 million, Adjusted EBITDA of $221 million, and unlevered free cash flow of $76 million.

Advisor analyses disclosed include selected public company EV/EBITDA multiples—MasterBrand 7.2x (2025E) and 6.6x (2026E); American Woodmark 6.1x and 5.9x—and precedent transactions such as Supreme Cabinetry at 8.9x and Cabinetworks at 8.5x. The DCF parameters include perpetuity growth of 2.0%–2.5% and discount rates of 9.5%–10.5%.

MasterBrand, Inc. (MBC) and American Woodmark are progressing toward a planned merger; the companies withdrew and refiled a pre-merger HSR notification to obtain additional FTC review time and continue to expect to close the transaction in early 2026. The SEC declared the joint Registration Statement effective on September 25, 2025, and both companies filed their final prospectus/definitive proxy on that same date and began mailing the joint proxy/prospectus to shareholders on September 25, 2025. The transaction remains subject to HSR clearance, approval by American Woodmark shareholders of the merger agreement, approval by MasterBrand stockholders of the issuance of MasterBrand shares to American Woodmark holders, and other customary closing conditions. Investors are urged to read the Registration Statement and definitive joint proxy statement/prospectus, which are available free on the SEC website and each company’s investor site.

MasterBrand, Inc. and American Woodmark have agreed an all-stock merger in which MasterBrand Merger Sub will merge into American Woodmark and the combined company will operate as MasterBrand, Inc. The proposal from MasterBrand included a fixed exchange ratio of 5.150 MasterBrand shares for each American Woodmark share (the “June 30 Proposal”), which the filing states would result in American Woodmark shareholders owning approximately 37.1% of the combined company.

The merger is expected to close in early 2026, subject to MasterBrand and American Woodmark shareholder approvals, regulatory clearances and customary closing conditions. The filing discloses estimated run-rate cost synergies of approximately $90 million to be achieved by the end of year three and unaudited pro forma metrics showing combined adjusted EBITDA and leverage targets (trailing adjusted EBITDA of approximately $549 million and net debt-to-adjusted EBITDA of less than 2.0x). The American Woodmark board unanimously recommends the merger and certain shareholder votes (including a >two-thirds approval for the American Woodmark merger proposal) are required.