American Woodmark to merge with MasterBrand in all-stock deal; AMWD shareholders get 5.150 MBC shares each

AMERICAN WOODMARK CORP

Pro forma equity value ~$2.4B, enterprise value ~$3.6B; MasterBrand 63%, American Woodmark 37% ownership.
Anticipated run-rate cost synergies ~$90M by year three; expected accretion to MBC adjusted EPS in year two.
Termination fees: $25M (AMWD to MBC), $30M (MBC to AMWD), plus $35M reverse fee for antitrust failure.
Transaction requires approvals from both sets of shareholders and antitrust clearance; target close by Aug 2026.
Preliminary AMWD Q1 FY2026 results included in press release; specific numbers not available in truncated text.

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