Timothy Wojs

Adam Baumgarten

Garik Shmois

Steven Ramsey

Trevor Allinson

Kathryn Thompson

Paul Przybylski

- **American Woodmark Corporation shareholders approved the merger with MasterBrand, Inc. on October 30, 2025**.  **[794619_0001193125-25-258587_d59947dex991.htm:0]** 
- The proposal to approve and adopt the merger agreement received **12,717,195 "For" votes** from American Woodmark shareholders.  **[794619_0001193125-25-258587_d59947d8k.htm:1]** 
- The transaction's closing remains contingent on **regulatory clearance** under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions.  **[794619_0001193125-25-258587_d59947dex991.htm:0]**

American Woodmark Shareholders Approve Merger with MasterBrand

- MasterBrand, Inc. and American Woodmark Corporation have **received shareholder approvals** for their previously announced combination.  **[794619_81a63753f8704262a2fad2d456ab525f_0]** 
- The closing of the transaction remains subject to **clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976** and other customary closing conditions.  **[794619_81a63753f8704262a2fad2d456ab525f_0]** 
- Both MasterBrand's President and CEO, Dave Banyard, and American Woodmark's President and CEO, Scott Culbreth, expressed **strong confidence** in the transformative combination and anticipate a smooth integration following regulatory approval.  **[794619_81a63753f8704262a2fad2d456ab525f_0]**

American Woodmark Shareholders Approve MasterBrand Merger

- American Woodmark Corporation entered into a **Merger Agreement** with MasterBrand, Inc. on **August 5, 2025**, under which American Woodmark will become a **wholly owned subsidiary of MasterBrand**.  **[794619_0001193125-25-243785_d80639d8k.htm:1]** 
- A joint proxy statement/prospectus for the merger was mailed to stockholders on **September 25, 2025**, after the registration statement was declared effective.  **[794619_0001193125-25-243785_d80639d8k.htm:1]** 
- The company and MasterBrand voluntarily issued **supplemental disclosures** to address stockholder lawsuits and demand letters alleging omissions in the joint proxy statement/prospectus.  **[794619_0001193125-25-243785_d80639d8k.htm:1]** **[794619_0001193125-25-243785_d80639d8k.htm:2]** 
- These supplemental disclosures include **MasterBrand's and American Woodmark's stand-alone financial projections** for Net Sales, Adjusted EBITDA, and Unlevered Free Cash Flow through **CY29E**, along with details on valuation analyses performed by financial advisors.  **[794619_0001193125-25-243785_d80639d8k.htm:3]** **[794619_0001193125-25-243785_d80639d8k.htm:4]**

American Woodmark Provides Merger Updates and Supplemental Disclosures

- American Woodmark reported a challenging first quarter for fiscal 2026, with revenue declining **12.2%** year-over-year to **$403 million** and non-GAAP earnings per share dropping **52.8%** to **$1.01**, missing analyst expectations.  **[794619_9d17328f6a1e4061aff9a1ce3930b147]** 
- The company attributed the sales decline to continued **weakness in both new construction and home remodel markets** and a shift toward lower-margin, value-based product lines.  **[794619_9d17328f6a1e4061aff9a1ce3930b147]** 
- Operating margins fell significantly to **5%** from **10.2%** a year ago, and adjusted EBITDA decreased by **32.8%** year-over-year, though free cash flow margin improved to **10.2%**.  **[794619_9d17328f6a1e4061aff9a1ce3930b147]** 
- Management refrained from issuing updated financial guidance due to a proposed merger with MasterBrand, reflecting strategic uncertainty.  **[794619_9d17328f6a1e4061aff9a1ce3930b147]**

AMERICAN WOODMARK (AMWD)