{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-243139","form_type":"8-K","ticker":"MBC","cik":"0001941365","company_name":"MasterBrand, Inc.","filed_at":"2026-05-28T13:11:57+00:00","discovered_at":"2026-05-28T13:46:00.399645+00:00","generated_at":"2026-05-28T13:48:36.890526+00:00","sec_items":["2.01","2.03","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-243139","json":"https://secwatch.observer/filing/0001193125-26-243139.json","markdown":"https://secwatch.observer/filing/0001193125-26-243139.md","text":"https://secwatch.observer/filing/0001193125-26-243139.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/d104287d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-28T13:48:36.890526+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1eb5a92021","claim":"Philip Fracassa was appointed as Independent Director at MasterBrand, Inc..","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm","confidence":0.95},{"claim_id":"f10a6d9ec0","claim":"Daniel Hendrix was appointed as Independent Director at MasterBrand, Inc..","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm","confidence":0.95},{"claim_id":"f179e72569","claim":"Andrew Cogan was appointed as Independent Director at MasterBrand, Inc..","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; 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John Lindeman, Farha Aslam, Marc L. Brown, Michael DiGregorio, Steven Hollister, Kathleen M. Holmgren, J. Link Leavens, and Adriana Mendizabal tendered their resignations as members of the board of directors of Calavo and from all committees of the board on which they formerly served, effective as of the First Effective Time.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-index.htm"}},{"accession":"0001104659-26-068661","ticker":"CECO","company_name":"CECO ENVIRONMENTAL CORP","filed_at":"2026-06-01T13:16:29+00:00","headline":"CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash","event_type":"m_and_a","sec_items":["2.01","2.03","5.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: executive_change","same SEC item: 2.01, 2.03, 5.02, 7.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068661","json":"https://secwatch.observer/filing/0001104659-26-068661.json","markdown":"https://secwatch.observer/filing/0001104659-26-068661.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/tm2616015d2_8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm","comparable_excerpt":"the Board appointed Todd Gleason, CECO’s Chief Executive Officer and an existing member of the Board, to serve as Chairman of the Board, effective as of the effective time of the First Merger.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm"}},{"accession":"0001493152-26-025709","ticker":"NNE","company_name":"Nano Nuclear Energy Inc.","filed_at":"2026-05-29T10:30:26+00:00","headline":"Nano Nuclear acquires STS for up to $13M, adds nuclear logistics and $7.1M revenue","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: executive_change","same SEC item: 2.01, 5.02, 7.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-025709","json":"https://secwatch.observer/filing/0001493152-26-025709.json","markdown":"https://secwatch.observer/filing/0001493152-26-025709.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/form8-k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm","comparable_excerpt":"Roy A. 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Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}