---
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"
generated_at: "2026-05-28T13:48:36.890526+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 2.03, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-243139
- JSON: https://secwatch.observer/filing/0001193125-26-243139.json
- Plain text: https://secwatch.observer/filing/0001193125-26-243139.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.