News & Events

Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Pursuant to the Merger Agreement, American Woodmark notified the Nasdaq Stock Market LLC (“Nasdaq”) of the Closing and requested that Nasdaq suspend trading of American Woodmark common stock and withdraw American Woodmark common stock from listing on Nasdaq. Upon American Woodmark’s request, Nasdaq will file a notification of removal from listing on Form 25 with the SEC with respect to the del…

Changes in Control of Registrant. As a result of the completion of the Merger, at the Effective Time, American Woodmark became a wholly owned subsidiary of MasterBrand. The information set forth under the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this

Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this

All directors and officers ceased their service due to a merger.

Termination of a Material Definitive Agreement. In connection with the Closing and effective as of the Closing Date, American Woodmark terminated all outstanding obligations under the Second Amended and Restated Credit Agreement, dated as of October 10, 2024, by and among American Woodmark, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.

Other Events. As previously disclosed, on August 5, 2025, American Woodmark Corporation, a Virginia corporation (“American Woodmark”), entered into an Agreement and Plan of Merger with MasterBrand, Inc., a Delaware corporation (“MasterBrand”), and Maple Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of MasterBrand. On May 22, 2026, American Woodmark received notice from the Federal Trade Commission that the agency has closed its investigation of American Woodmark’s pro…

Material Impairments. The discussion set forth under

Costs Associated with Exit or Disposal Activities . Effective May 4, 2026, American Woodmark Corporation’s (the “Company”) Board of Directors authorized the operations wind-down and closure of its Monterrey, Mexico plant in response to current low market demands and rising product input and tariff costs. The Company plans to consolidate Monterrey’s operations into its Pacifico plant in Tijuana, Mexico, and, where appropriate, shift manufacturing volumes from plants in Mexico to the United Sta…

Other Events. As previously disclosed, on August 5, 2025, American Woodmark Corporation, a Virginia corporation (“American Woodmark”), entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Merger”) with MasterBrand, Inc., a Delaware corporation (“MasterBrand”), and Maple Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of MasterBrand. The Merger has not yet been consummated and is expected to close in the se…