MasterBrand, Inc. SEC filings document the reporting obligations of a NYSE-listed residential cabinetry manufacturer. The company’s Form 8-K filings cover operating and financial results, Regulation FD materials, material-event disclosures and amendments to credit agreements, including related capital-structure and covenant disclosures.
Proxy materials address annual meeting matters, board governance, executive compensation and shareholder voting. The filing record also documents the company’s common stock registration, governance matters, risk disclosures and formal records related to financing arrangements and other material agreements.
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.
Coliseum Capital affiliates disclosed passive ownership stakes in MasterBrand, Inc. (MBC). Coliseum Capital Management, LLC reports shared beneficial ownership of 6,960,829 shares, equal to 5.5% of the outstanding common stock based on 126,730,924 shares outstanding as of August 1, 2025. Coliseum Capital, LLC and Coliseum Capital Partners, L.P. each report beneficial ownership of 5,700,896 shares (4.5%). Adam Gray and Christopher Shackelton are reported with shared ownership of 6,960,829 shares (5.5%). The filing states the positions were not acquired to influence control and identifies CCP as record owner of 5,700,896 shares and a Separate Account holding 1,259,933 shares.
Gates Capital Management and affiliated entities report beneficial ownership of 12,024,816 shares of MasterBrand, Inc. common stock, representing 9.5% of the outstanding class based on 126,730,924 shares outstanding per the issuer's filing. The reported position is held with shared voting and shared dispositive power of 12,024,816 shares and no sole voting or dispositive power. The filing is a Schedule 13G/A indicating the stake is reported as held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Boston Partners filed a Schedule 13G/A disclosing beneficial ownership of 7,931,062 shares of MasterBrand, Inc. common stock, representing 6.26% of the class as of 6/30/2025. The filing shows sole voting power over 7,362,454 shares and sole dispositive power over 7,931,062 shares; shared voting and dispositive powers are reported as 0. The shares are held in discretionary client accounts and, by rule, Boston Partners may be deemed a beneficial owner of the reported shares.
The statement includes a certification that the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. No group affiliation, subsidiary acquisition, or dissolution of a group is reported. The filing is signed by Akiko Lindholm, Senior Compliance Officer, dated 08/08/2025.