MBC

mbc-20260210FALSE0001941365877622-47823300 Enterprise Parkway, Suite 300BeachwoodOhio00019413652026-02-102026-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2026

MasterBrand, Inc. (Exact name of registrant as specified in its Charter)

Delaware001-4154588-3479920 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

3300 Enterprise Parkway, Suite 300 Beachwood, Ohio 44122 (Address of Principal Executive Offices)(Zip Code)

877-622-4782

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol Name of each exchange on which registered

Common Stock, par value $0.01 per shareMBCNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02.    Results of Operations and Financial Condition. MasterBrand, Inc. (the “Company”) issued an earnings release on February 10, 2026, announcing certain financial and operational results for the fiscal quarter and year ended December 28, 2025. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference. Item 7.01.    Regulation FD Disclosure. On February 10, 2026, the Company posted a slide presentation on its investor relations website. Company officers intend to use this slide presentation in connection with upcoming meetings with analysts and investors. Pursuant to Regulation FD, a copy of the slide presentation is furnished with this Current Report on Form 8-K as Exhibit 99.2 and incorporated by reference herein.

The information in Items 2.02 and 7.01, including the press release furnished as Exhibit 99.1 and the investor presentation furnished as Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description

99.1Earnings Release, dated February 10, 2026

99.2Investor Presentation, dated February 10, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MasterBrand, Inc. (Registrant)

Date: February 10, 2026 By:/s/ R. David Banyard, Jr. Name:R. David Banyard, Jr. Title:President & Chief Executive Officer

mbc-20251104FALSE0001941365877622-47823300 Enterprise Parkway, Suite 300BeachwoodOhio00019413652025-11-042025-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2025

MasterBrand, Inc. (Exact name of registrant as specified in its Charter)

Delaware001-4154588-3479920 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

3300 Enterprise Parkway, Suite 300 Beachwood, Ohio 44122 (Address of Principal Executive Offices)(Zip Code)

877-622-4782

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol Name of each exchange on which registered

Common Stock, par value $0.01 per shareMBCNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02.    Results of Operations and Financial Condition. MasterBrand, Inc. (the “Company”) issued an earnings release on November 4, 2025, announcing certain financial and operational results for the fiscal quarter and year ended September 28, 2025. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference. Item 7.01.    Regulation FD Disclosure. On November 4, 2025, the Company posted a slide presentation on its investor relations website. Company officers intend to use this slide presentation in connection with upcoming meetings with analysts and investors. Pursuant to Regulation FD, a copy of the slide presentation is furnished with this Current Report on Form 8-K as Exhibit 99.2 and incorporated by reference herein.

The information in Items 2.02 and 7.01, including the press release furnished as Exhibit 99.1 and the investor presentation furnished as Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description

99.1Earnings Release, dated November 4, 2025

99.2Investor Presentation, dated November 4, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MasterBrand, Inc. (Registrant)

Date: November 4, 2025 By:/s/ R. David Banyard, Jr. Name:R. David Banyard, Jr. Title:President & Chief Executive Officer

false000194136500019413652025-08-052025-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2025

MasterBrand, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41545

88-3479920

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3300 Enterprise Parkway,

Suite 300 Beachwood, Ohio

44122

(Address of Principal Executive

Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 877-622-4782

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

MBC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On August 5, 2025, MasterBrand, Inc. a Delaware corporation (the “Company”), and Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with American Woodmark Corporation, a Virginia corporation (“American Woodmark”), providing for Merger Sub, at closing, to merge with and into American Woodmark with American Woodmark surviving as a wholly owned subsidiary of the Company (the “Merger”).

The Board of Directors of the Company (the “Board”) unanimously approved and declared advisable the Merger Agreement and the related plan of merger and the consummation of the Merger, the issuance of shares of Company common stock in connection with the Merger (the “Company Stock Issuance”) and the other transactions contemplated by the Merger Agreement, directed that the Company Stock Issuance be submitted to the Company’s stockholders for approval, and resolved to recommend that the Company’s stockholders approve the Company Stock Issuance at a special stockholder meeting to be called by the Company for such purpose.  The date, time and location of the special meeting will be announced by the Company.

Merger Consideration.  At the effective time of the Merger (the “Effective Time”), each share of American Woodmark common stock outstanding immediately prior to the Effective Time will be converted into the right to receive 5.150 shares of Company common stock (such ratio, the “Exchange Ratio”).  No fractional shares of Company common stock will be issued in the Merger.  Instead, all fractional shares will be aggregated together and sold on the New York Stock Exchange at then-prevailing prices, and any American Woodmark shareholder otherwise entitled to receive fractional shares will be entitled to receive cash in an amount equal to such shareholder’s proportionate interest in the proceeds from the sale of the fractional shares.  The Exchange Ratio is subject to adjustment for certain events such as stock splits, reverse stock splits, reclassifications and stock dividends, as and to the extent provided in the Merger Agreement.

Treatment of American Woodmark Equity Awards.  Pursuant to the Merger Agreement, as of the Effective Time, each outstanding option to purchase shares of American Woodmark common stock that is outstanding immediately prior to the Effective Time will be assumed by the Company and become a Company option (i) with respect to a number of shares of Company common stock equal to the product of the number of shares of American Woodmark common stock subject to the corresponding American Woodmark option (with performance-based vesting conditions determined based upon actual performance through the Effective Time) multiplied by the Exchange Ratio (rounded down to the nearest whole share) and