Welcome to our dedicated page for MasterBrand SEC filings (Ticker: MBC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The MasterBrand, Inc. (NYSE: MBC) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a public company with common stock listed on the New York Stock Exchange, MasterBrand files a range of documents that explain its financial performance, capital structure, governance and significant corporate events.
For MasterBrand, key filings include Form 10-K annual reports and Form 10-Q quarterly reports, which present audited and interim financial statements, segment and channel commentary, risk factors and management’s discussion and analysis. These documents are central for understanding trends in net sales, margins, cash flow, leverage and the company’s use of non-GAAP measures such as EBITDA, adjusted EBITDA, adjusted diluted EPS, free cash flow, net debt and net debt to adjusted EBITDA, as described in its earnings materials.
The company also uses Form 8-K current reports to disclose material events. Recent 8-K filings describe the Agreement and Plan of Merger with American Woodmark Corporation, the terms of the all-stock transaction, shareholder vote results, regulatory review steps under the Hart-Scott-Rodino Act and related litigation and supplemental proxy disclosures. Other 8-Ks furnish earnings releases, investor presentations and information about corporate sustainability reporting.
On this page, Stock Titan surfaces MasterBrand’s SEC filings as they are made available through EDGAR and pairs them with AI-powered summaries. These summaries are designed to highlight key points from lengthy documents, such as major changes in leverage metrics, updates to financial outlook, or new information about the proposed merger with American Woodmark, while keeping the full filing text accessible for detailed review.
Investors can also use this section to locate information that would appear in proxy materials and registration statements, including the joint proxy statement/prospectus related to the American Woodmark transaction, as referenced in MasterBrand’s 8-Ks. Together, these filings form a structured record of MasterBrand’s regulatory history, capital markets activity and significant strategic decisions.
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 issued a Rule 425 communication regarding its proposed transaction with American Woodmark. A Form S-4 registration statement (No. 333-290071) that includes the joint proxy statement/prospectus for MasterBrand shares to be issued in the deal was declared effective on September 25, 2025, and the definitive materials were mailed the same day.
The notice reiterates forward-looking statement cautions and outlines typical closing risks, including required shareholder and regulatory approvals, potential delays, integration challenges, and transaction costs. It emphasizes that this is not an offer to sell or solicit securities and directs investors to read the effective registration statement and definitive joint proxy statement/prospectus for full details.
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 filed a Rule 425 communication regarding its proposed merger with American Woodmark, noting continued progress on key priorities.
The merger-related Form S-4 (No. 333-290071) was declared effective on September 25, 2025. MasterBrand filed a final prospectus the same day, and American Woodmark filed its definitive proxy statement on September 25, 2025. The definitive joint proxy statement/prospectus was first mailed to both companies’ stockholders on September 25, 2025.
The communication includes forward‑looking statements and a reminder that it is not an offer or solicitation. Shareholder and regulatory approvals are among the required closing conditions.
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.