MasterBrand to acquire American Woodmark in stock-for-stock merger; Q2 net sales up 8% but net income down 18%

MasterBrand, Inc.

Exchange ratio: 5.150 MasterBrand shares per American Woodmark share; merger expected to close by August 5, 2026.
Termination fees: MasterBrand pays $30M for superior proposal; American Woodmark pays $25M; reverse antitrust fee of $35M.
Q2 net sales $730.9M (+8% YoY), net income $37.3M (-18% YoY), adjusted EBITDA $105.4M flat, adjusted EPS $0.40 vs $0.45.
Combined board: 11 directors (8 from MasterBrand, 3 from American Woodmark); CEO Dave Banyard continues; HQ in Beachwood, OH.
Transaction subject to shareholder and regulatory approvals, including HSR; MasterBrand maintains FY2025 outlook.

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