MasterBrand and American Woodmark to Combine in an All-Stock Transaction to Accelerate Value Delivery Through

Industry’s most comprehensive portfolio of trusted cabinet brands and products across the value chain to benefit customers and consumers

Broadened channel partnerships, expanded geographic reach, and enhanced operating agility

Anticipated run-rate cost synergies of approximately $90 million by the end of year three and accretion to MasterBrand’s adjusted Diluted EPS in year two

Fortified financial profile and increased resources expected to amplify returns, advance innovation, and accelerate growth

MasterBrand, Inc. (the “Company,” or “MasterBrand”) and American Woodmark Corporation (“American Woodmark”) announced that they have entered into a definitive agreement whereby MasterBrand will combine with American Woodmark via an all-stock merger. The combined company would have a pro forma equity value of $2.4 billion and an enterprise value of $3.6 billion based on the exchange ratio and closing share price as of August 5, 2025.

Under the terms of the agreement, at closing, American Woodmark shareholders will receive 5.150 shares of MasterBrand common stock for each share of American Woodmark common stock owned. MasterBrand and American Woodmark shareholders will own approximately 63% and 37% of the combined company, respectively, on a fully diluted basis. Pro forma for the transaction, the trailing 12 months adjusted EBITDA¹ of the combined company is projected to be $639 million inclusive of anticipated run rate cost synergies of approximately $90 million² by the end of year three.

“Bringing together MasterBrand and American Woodmark will be a transformative step for both of our organizations that will even better position us to serve the evolving needs of our customers and provide consumers with more choice and access,” said Dave Banyard, President and Chief Executive Officer of MasterBrand. “MasterBrand and American Woodmark bring unique but complementary strengths – strong and broad portfolios and streamlined low-cost manufacturing profiles – and in leveraging them, the combination will help us accelerate our strategies and create enhanced value for both companies’ shareholders. Building on our strong progress in integrating Supreme Cabinetry Brands and our continuous efforts to prioritize executional and financial discipline, we are confident in our ability to unlock meaningful synergies with speed and rigor. I look forward to uniting the talented MasterBrand and American Woodmark teams to deliver on this compelling opportunity.”

“Creating value through people has been the core mission of American Woodmark. Our company has operated with a vision-driven, values-based philosophy and a strategy focused on growth, digital transformation, and platform design,” said Scott Culbreth, President and CEO of American Woodmark. “Combining with MasterBrand will build on these core values and strategy to enhance our offering and service for customers and consumers, while driving value for American Woodmark shareholders. With MasterBrand, we are joining a partner that shares our commitment to investing for growth, investing in associates, and investing for the future. Together, we will create an even stronger company that is able to provide a broader product portfolio across expanded channels, advance our innovation capabilities, and create exciting opportunities for team members.”

Compelling Anticipated Strategic and Financial Benefits

• Combining two customer-centric platforms to create the cabinet industry’s most comprehensive portfolio of trusted brands and products.
  • The combined company will have an expansive portfolio of world-class brands providing products across a broad price spectrum to better serve a diverse set of customers and consumers.
  • MasterBrand and American Woodmark will maintain a commitment to growing each company’s legacy brands, which channel partners know and trust.
• Broadening channel partnerships, expanding geographic reach, and enhancing operating agility.
  • Channel partners are expected to benefit from greater flexibility as to where and how they purchase, and enhanced value through more sophisticated support and marketing capabilities.
  • The complementary footprints of MasterBrand and American Woodmark will help the combined company access a broader share of high-growth markets.
  • The combined company is projected to have an expanded operational footprint to deliver even better overall choice, service, and value to customers and consumers.
• Delivering anticipated run-rate cost synergies of approximately $90 million³ by the end of year three and accretion to adjusted diluted EPS in year two, both following close.
  • The combined organization expects to unlock meaningful cost synergies. Key drivers of these synergies are reduction of overhead and procurement expenses, manufacturing network optimization, and operational excellence through implementation of best practices and technologies from both companies.
  • Anticipated cost synergies are in addition to savings initiatives underway at both MasterBrand and American Woodmark and the future additional expected synergies from MasterBrand’s 2024 acquisition of Supreme Cabinetry Brands, Inc.
  • The combined organization also expects to benefit from commercial growth opportunities resulting from its expanded footprint and stronger channel partnerships.
• Fortified financial profile and resources to amplify returns, advance innovation, and drive growth.
  • The combined company’s strengthened pro forma financial profile, including an estimated net debt to adjusted EBITDA ⁴ ratio below MasterBrand’s 2.0x target leverage ratio at transaction close, will enhance free cash flow generation, improve resilience through market cycles, and enable the combined company to deliver even greater value to shareholders.
  • Combining the talent and resources of both MasterBrand and American Woodmark is also expected to enable increased investment in growth, automation, and technology to drive further efficiencies and enhance the customer experience.

Commitment to an Empowering Culture that Drives Customer Value

The integration of MasterBrand and American Woodmark will bring together two cultures with a deeply rooted focus on customer-oriented values and operational excellence. Both companies share a commitment to empowering team members, exceeding customer expectations, and building lasting relationships across their respective channels. This cultural alignment is expected to support a smooth integration process and position the combined company to better serve customers with agility, care, and innovation.

Leadership, Headquarters, and Integration Plan

Upon closing, American Woodmark will become a wholly-owned subsidiary of MasterBrand and the MasterBrand Board will be expanded to include three directors from American Woodmark. Dave Banyard will serve as Chief Executive Officer of the combined company, and David Petratis will serve as Chair of the combined company’s Board. Following the closing of the transaction, the combined company, to be called MasterBrand, will be headquartered in Beachwood, OH and will maintain a significant presence in Winchester, VA. Nathaniel Leonard, EVP, Corporate Strategy and Development at MasterBrand will lead the process to integrate MasterBrand and American Woodmark.

Timing and Financing

The transaction, which has been unanimously approved by the Board of Directors of both companies, is expected to close in early 2026 subject to approval of the transaction by MasterBrand and American Woodmark shareholders, the receipt of regulatory approvals, and the satisfaction of other customary closing conditions.

The transaction consideration is comprised solely of MasterBrand stock; however, MasterBrand plans to arrange a revolver expansion with its current banking group in order to pay off American Woodmark debt at close of the transaction.

At the close of transaction, MasterBrand anticipates its pro forma net debt to adjusted EBITDA⁵ ratio will be below MasterBrand’s target range of less than 2.0x.

MasterBrand Q2 2025 Financial Results

In a separate release issued today, which can be found on the “Investors” section of the MasterBrand website, MasterBrand reported its second quarter 2025 financial results.

American Woodmark Q1 Fiscal 2026 Select Preliminary Financial Results

In connection with today’s announcement, American Woodmark is providing select preliminary first quarter fiscal 2026 financial results. For the quarter ended July 31, 2025, American Woodmark currently expects net sales to be in the range of $400 million to $406 million, net income to be in the range of $12.5 to $14.5 million and adjusted EBITDA⁶ to be in the range of $41.75 to $43.75 million.

These preliminary results are estimates based on information available to management of American Woodmark as of the date of this release and are subject to change upon completion of American Woodmark’s standard closing procedures and review by its independent registered public accounting firm. As a result, there can be no assurance that American Woodmark’s final results will not differ from these preliminary estimates. See “Forward-Looking Statements” below for information on certain factors that could cause actual results to differ from these preliminary estimates.

American Woodmark plans to issue its full first quarter fiscal 2026 results and related financial information on August 26, 2025.

About American Woodmark

American Woodmark celebrates the creativity in all of us. With over 7,800 employees and more than a dozen brands, American Woodmark is one of the nation’s largest cabinet manufacturers. From inspiration to installation, American Woodmark helps people find their unique style and turn their home into a space for self-expression. By partnering with major home centers, builders, and independent dealers and distributors, American Woodmark sparks the imagination of homeowners and designers and brings their vision to life. Across American Woodmark’s service and distribution centers, corporate office, and manufacturing facilities, you’ll always find the same commitment to customer satisfaction, integrity, teamwork, and excellence. Visit americanwoodmark.com to learn more and start building something distinctly your own.

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. 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. These products are delivered through an industry-leading distribution network of over 7,700 dealers, major retailers and builders. MasterBrand employs over 13,000 associates across more than 20 manufacturing facilities and offices. Additional information can be found at www.masterbrand.com.

Source: MasterBrand, Inc.