8-K
filed May 28, 2026, 9:11 AM ET
ticker MBC
CIK 0001941365
M&A
confidence high
sentiment positive
materiality 1.00
MasterBrand, Inc. (MBC): M&A transaction — MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3
MasterBrand, Inc.
- Exchange ratio: 5.150 MasterBrand shares per American Woodmark share; ~77M MBC shares issued.
- Combined company establishes the most comprehensive North American cabinetry portfolio.
- Expected $90M annual run-rate cost synergies by end of year three; accretive to adjusted EPS in year two.
- Drew down $375M Term Loan A to repay ~$367.5M of American Woodmark debt.
- Three former American Woodmark directors (Cogan, Fracassa, Hendrix) join MBC board; David Petratis remains Chairman.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
MasterBrand, Inc. incurred term loan of $375.0 million.
- Instrument
- term loan
- Principal
- $375.0 million
- Event
- incurrence
Exact text from the filing
On May 28, 2026, MasterBrand drew down the full $375 million available under the Term Loan A.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Philip Fracassa was appointed as Independent Director at MasterBrand, Inc..
- Action
- appointed
- Role
- Independent Director
Exact text from the filing
The following three (3) former directors of American Woodmark were appointed to serve as independent directors on the Board of Directors of MasterBrand (the “Board”), effective as of the Effective Time: Andrew Cogan, Philip Fracassa and Daniel Hendrix (the “Former American Woodmark Directors”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Hendrix was appointed as Independent Director at MasterBrand, Inc..
- Action
- appointed
- Role
- Independent Director
Exact text from the filing
The following three (3) former directors of American Woodmark were appointed to serve as independent directors on the Board of Directors of MasterBrand (the “Board”), effective as of the Effective Time: Andrew Cogan, Philip Fracassa and Daniel Hendrix (the “Former American Woodmark Directors”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Cogan was appointed as Independent Director at MasterBrand, Inc..
- Action
- appointed
- Role
- Independent Director
Exact text from the filing
The following three (3) former directors of American Woodmark were appointed to serve as independent directors on the Board of Directors of MasterBrand (the “Board”), effective as of the Effective Time: Andrew Cogan, Philip Fracassa and Daniel Hendrix (the “Former American Woodmark Directors”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
MasterBrand, Inc. completed an acquisition involving American Woodmark Corporation for 5.150 shares of MasterBrand common stock for each share of American Woodmark common stock (closed 2026-05-28).
- Action
- acquisition
- Counterparty
- American Woodmark Corporation
- Consideration
- 5.150 shares of MasterBrand common stock for each share of American Woodmark common stock
- Closing
- 2026-05-28
Exact text from the filing
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
View on SEC.gov
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