All-stock MasterBrand (NYSE: MBC)–American Woodmark merger closes with synergy targets

Rhea-AI Filing Summary

American Woodmark has been acquired by MasterBrand in an all-stock merger. On May 28, 2026, MasterBrand’s Maple Merger Sub merged into American Woodmark, making American Woodmark a wholly owned subsidiary. Each American Woodmark share was converted into 5.150 shares of MasterBrand common stock, plus cash for any fractional shares.

American Woodmark’s restricted and performance-based equity awards were generally converted into MasterBrand equity awards based on the same 5.150 exchange ratio, while certain 2023 executive options and PSUs were cancelled with no payout. American Woodmark terminated its existing credit agreement and will have its shares delisted from Nasdaq effective May 29, 2026, followed by deregistration and suspension of SEC reporting.

MasterBrand and American Woodmark expect the combined cabinetry company to achieve approximately $90 million in annual run-rate cost synergies by the end of year three and to be accretive to adjusted diluted earnings per share in year two. Pre-closing MasterBrand shareholders hold approximately 63% of the combined company, which continues under the MasterBrand name and NYSE ticker “MBC.”

Positive

• The combined company targets approximately $90 million in annual run-rate cost synergies by the end of year three, and the merger is expected to be accretive to adjusted diluted EPS in year two, indicating a potentially financially beneficial combination if executed as planned.

Negative

• The forward-looking statements highlight numerous integration and execution risks, including retaining customers and key personnel, managing transaction and integration costs, and successfully realizing anticipated synergies, any of which could reduce the economic benefits of the merger if outcomes differ from current expectations.

Insights

Equity research analyst – building products and M&A

Large all-stock merger creates a dominant North American cabinet manufacturer with meaningful planned cost synergies.

The transaction folds American Woodmark into MasterBrand via a stock-for-stock exchange at 5.150 MasterBrand shares per American Woodmark share. Pre-closing MasterBrand holders own about 63% of the combined company, so control and primary equity exposure remain with existing MasterBrand shareholders.

The companies target about $90 million of annual run-rate cost synergies by the end of year three and expect the deal to be accretive to adjusted diluted EPS in year two. These goals depend on successful integration of operations, systems, and cultures, as well as the broader demand environment referenced in the forward-looking statement caveats.

American Woodmark stock will be delisted from Nasdaq, and the entity will deregister and cease SEC reporting, leaving MasterBrand (NYSE: MBC) as the sole public vehicle for the combined cabinetry platform. Future company filings may detail realized synergies, integration progress, and updated earnings trajectories relative to these stated targets.

8-K Event Classification

9 items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

9 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

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

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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 Cost synergies: $90 million annual run-rate Ownership split: 63% of shares +2 more

5 metrics

Exchange ratio 5.150 shares MasterBrand shares per American Woodmark share at the Effective Time

Cost synergies $90 million annual run-rate Targeted by end of year three after merger completion

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

EPS accretion timing Year two Merger expected to be accretive to adjusted diluted EPS in year two

Delisting effective date May 29, 2026 American Woodmark common stock no longer listed on Nasdaq from this date

Key Terms

Exchange Ratio, run-rate cost synergies, adjusted diluted earnings per share, Form 25, +2 more

6 terms

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.

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.

Form 25 regulatory

"Nasdaq will file a notification of removal from listing on Form 25 with the SEC"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"American Woodmark intends to file with the SEC a certification and notice on Form 15 under the Exchange Act"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

forward-looking statements regulatory

"Certain statements contained in this press release, other than purely historical information … 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.

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Understanding 8-K Material Events →

AMERICAN WOODMARK CORP false 0000794619 --04-30 0000794619 2026-05-28 2026-05-28 0000794619 stpr:VA 2026-05-28 2026-05-28

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

American Woodmark Corporation

(Exact name of Registrant as Specified in Its Charter)

Virginia		000-14798		54-1138147
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

561 Shady Elm Road,
Winchester, Virginia		22602
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (540) 665-9100

(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 (no par value)		AMWD		NASDAQ Global Select Market

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”), American Woodmark completed its previously announced transaction with MasterBrand (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 American Woodmark’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2025 and is 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 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.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the Closing and effective as of the Closing Date, American Woodmark terminated all outstanding obligations under the Second Amended and Restated Credit Agreement, dated as of October 10, 2024, by and among American Woodmark, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Pursuant to the Merger Agreement, American Woodmark notified the Nasdaq Stock Market LLC (“Nasdaq”) of the Closing and requested that Nasdaq suspend trading of American Woodmark common stock and withdraw American Woodmark common stock from listing on Nasdaq. Upon American Woodmark’s request, Nasdaq will file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of American Woodmark common stock and the deregistration of American Woodmark common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, American Woodmark common stock will no longer be listed on Nasdaq, effective May 29, 2026.

In addition, following the effectiveness of the Form 25, American Woodmark intends to file with the SEC a certification and notice on Form 15 under the Exchange Act requesting the deregistration of the American Woodmark common stock under Section 12(g) of the Exchange Act and the suspension of American Woodmark’s reporting obligations under Section 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

As a result of the completion of the Merger, at the Effective Time, American Woodmark became a wholly owned subsidiary of MasterBrand.

The information set forth under the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

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

Pursuant to the Merger Agreement, effective as of the Effective Time, each member of American Woodmark’s board of directors and each officer of American Woodmark immediately prior to the Effective Time ceased his or her respective service as a director or officer of American Woodmark. Such cessations of service were not related to any disagreement with American Woodmark on any matter related to American Woodmark’s operations, policies or practices.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name. Copies of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of American Woodmark are filed as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated by reference into this Item 5.03.

Item 7.01 Regulation FD Disclosure.

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

The information furnished on this Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of August 5, 2025, by and among MasterBrand, Inc., Maple Merger Sub, Inc. and American Woodmark Corporation* (incorporated by reference to Exhibit 2.1 to American Woodmark’s Current Report on Form 8-K filed on August 6, 2025)
3.1		Amended and Restated Articles of Incorporation of American Woodmark Corporation
3.2		Amended and Restated Bylaws of American Woodmark Corporation
99.1		Joint Press Release, dated May 28, 2026
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Certain schedules and exhibits to Exhibit 2.1 have been omitted as permitted by Item 601 of Regulation S-K

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.

				AMERICAN WOODMARK CORPORATION
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.

FAQ

What happened to American Woodmark (AMWD) in this MasterBrand merger?

American Woodmark completed an all-stock merger with MasterBrand, becoming its wholly owned subsidiary. Each American Woodmark share was converted into 5.150 shares of MasterBrand common stock, and American Woodmark’s stock will be delisted from Nasdaq and deregistered with the SEC.

What do American Woodmark (AMWD) shareholders receive in the MasterBrand deal?

American Woodmark shareholders receive 5.150 shares of MasterBrand common stock for each American Woodmark share, plus cash for fractional shares. This fixed exchange ratio converts their prior stake into ownership of the combined cabinetry company trading on the NYSE under the MasterBrand name and symbol MBC.

How will the MasterBrand–American Woodmark merger affect future earnings?

The combined company expects the merger to be accretive to adjusted diluted earnings per share in year two. This expectation is based on planned operational efficiencies and scale benefits, alongside approximately $90 million of targeted annual run-rate cost synergies by the end of year three.

What cost synergies are projected from the MasterBrand and American Woodmark merger?

MasterBrand and American Woodmark expect to unlock about $90 million in annual run-rate cost synergies by the end of year three. These savings are anticipated from combining operations and capabilities, though management cautions that actual results may differ due to integration and market risks.

Who owns the combined MasterBrand and American Woodmark company after the merger?

Pre-closing MasterBrand shareholders now hold approximately 63% of the combined company’s outstanding shares. Former American Woodmark shareholders hold the balance through the share exchange, giving them ongoing participation in the enlarged cabinetry platform under the MasterBrand name and NYSE ticker MBC.

What happens to American Woodmark’s Nasdaq listing and SEC reporting obligations?

American Woodmark requested Nasdaq to suspend trading and file Form 25 to delist its common stock, effective May 29, 2026. Afterward, American Woodmark intends to file Form 15 to deregister its common stock and suspend ongoing reporting obligations under Sections 12(g) and 15(d) of the Exchange Act.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 13.1 KB

Other Documents

• EX-3.1 EX-3.1 12.3 KB
• EX-3.2 EX-3.2 29.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.8 KB