Every material Form 8-K MasterBrand has filed with the SEC since June 27, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
MasterBrand reported third-quarter 2026 results, with net sales of $1,036.8 million up from $698.9 million a year earlier, largely due to the American Woodmark acquisition, which closed May 28, 2026. The company posted a net loss of $9.2 million, compared with net income of $18.1 million in the prior-year quarter, and it expects a fourth-quarter adjusted diluted loss per share of $(0.12) to $(0.08). For shareholders, sales rose but profit fell, and the outlook supersedes the company's prior second-half 2026 outlook.
Net sales were $1,036.8 million, including $355.7 million from American Woodmark; legacy MasterBrand net sales fell 2.5% to $681.1 million.
Net loss was $(9.2) million, or $(0.05) per diluted share, versus net income of $18.1 million, or $0.14 per diluted share, a year earlier; adjusted diluted EPS was $0.10 versus $0.33.
Fourth-quarter 2026 outlook: net sales of $958 to $988 million and adjusted EBITDA of $38 to $48 million.
Full-year 2026 free cash flow is expected to be approximately breakeven; no share repurchases were made in the third quarter. Net debt was $1,091.1 million, a 4.3x ratio to trailing adjusted EBITDA.
MasterBrand said Chief Financial Officer Andrea Simon stopped serving as CFO effective October 23, 2026, and will stay on in a non-executive advisory role until March 31, 2027. Mark Young, the company's Vice President and Chief Accounting Officer, was appointed Interim CFO while keeping his current role, and the company has started a search for a permanent CFO. The filing says Simon's departure is not related to any disagreement or to the integrity of the company's financial statements.
Andrea Simon's CFO role ended October 23, 2026; her advisory period runs through March 31, 2027.
Mark Young, age 49, is Interim CFO and keeps his Vice President and Chief Accounting Officer title.
Young's interim pay includes a $15,000 monthly stipend and a 30% increase in his annual bonus target, plus a one-time $150,000 retention award payable at the 18-month anniversary of his appointment.
Simon's separation agreement includes a $165,900 cash payment, conditioned on her staying through March 31, 2027, in exchange for cancelling her integration restricted stock unit award.
MasterBrand said its Executive Vice President and Chief Digital and Technology Officer, Navi Grewal, notified the company on September 22, 2026 that she intends to resign effective October 15, 2026, to pursue another opportunity. The company stated the resignation is not related to any disagreement or to its operations, policies, or practices.
Navi Grewal, EVP and Chief Digital and Technology Officer, to resign effective October 15, 2026
Notice of intent given to the company on September 22, 2026
Resignation stated to be unrelated to any disagreement or to company operations, policies, or practices
MasterBrand reported a second-quarter 2026 net loss of $57.6 million, compared with net income of $37.3 million a year earlier, as the American Woodmark merger, which closed May 28, 2026, added $125.5 million of net sales. Legacy MasterBrand net sales fell 5.6% and legacy adjusted EBITDA dropped to $58.2 million from $105.4 million, and the company introduced second-half 2026 guidance for the combined company.
Q2 2026 net sales were $815.2 million, including $125.5 million from American Woodmark; legacy net sales were $689.7 million, down 5.6%.
Diluted loss per share was $(0.38) versus $0.29 a year earlier; adjusted diluted EPS was $0.05 versus $0.40.
Second-half 2026 outlook: net sales of $2.05 to $2.11 billion, adjusted EBITDA of $129 to $149 million, and adjusted diluted EPS of $(0.05) to $0.03.
No share repurchases in Q2 2026; the company targets net leverage below 2.0x by the end of 2028 and expects over $100 million in annual run-rate cost synergies by the end of year three after the close.
MasterBrand completed its all-stock merger with American Woodmark on May 28, 2026, and American Woodmark is now a wholly owned subsidiary. MasterBrand drew the full $375 million Term Loan A, using about $367.5 million to repay American Woodmark's existing debt, and three former American Woodmark directors joined its board.
American Woodmark shareholders received 5.150 MasterBrand shares for each American Woodmark share.
Pre-closing MasterBrand shares represent about 63% of the combined company's shares outstanding.
The company expects about $90 million of annual run-rate cost synergies by the end of year three.
Andrew Cogan, Philip Fracassa and Daniel Hendrix joined the board; the annual meeting is June 4, 2026.
MasterBrand reported first-quarter 2026 net sales of $618.0 million, down 6.4% from a year earlier, and a net loss of $15.4 million, compared with net income of $13.3 million in the prior-year quarter. Adjusted EBITDA fell to $28.0 million from $67.1 million, and the company now expects its full-year 2026 effective tax rate to be elevated, citing non-deductible costs tied to its pending combination with American Woodmark.
Net sales were $618.0 million, down from $660.3 million, following a mid-single-digit market decline and slower housing completions.
Net loss was $(15.4) million versus net income of $13.3 million; diluted EPS was $(0.12) and adjusted diluted EPS was $0.06, compared with $0.18.
Second-quarter 2026 adjusted EBITDA is guided to $51 million to $61 million, with adjusted diluted EPS of $0.03 to $0.13.
The company is no longer reiterating its prior outlook for full-year effective tax rate improvement; the merger with American Woodmark is expected to close in the second calendar quarter of 2026.
On April 17, 2026, MasterBrand's board approved expanding its size from eight to eleven directors and appointed Andrew Cogan, Philip Fracassa and Daniel Hendrix, effective at the merger's Effective Time under the August 5, 2025 merger agreement with American Woodmark. The merger has not closed; the companies are still working with the U.S. Federal Trade Commission on regulatory clearance and expect the deal to close in the second quarter of 2026.
Board size rises from eight to eleven directors, effective at the merger's Effective Time.
Andrew Cogan (Class III), Philip Fracassa (Class I) and Daniel Hendrix (Class II) were appointed, and the merger agreement provides for three directors designated by American Woodmark.
Fracassa, as a Class I director, is expected to stand for election at the 2026 annual meeting if the appointments occur before it.
The merger remains subject to FTC clearance and other closing conditions, with a closing expected in the second quarter of 2026.
MasterBrand and certain subsidiaries signed a Second Amendment to their credit agreement with JPMorgan Chase Bank, N.A. as administrative agent. The amendment adds a new pricing category for the margin over the base reference rate and changes the net leverage and minimum interest coverage covenant thresholds until the earlier of January 1, 2027 or the effective date of its merger with American Woodmark Corporation.
Amendment dated March 26, 2026 amends the Amended and Restated Credit Agreement dated June 27, 2024, as previously amended on November 3, 2025
Adds a new category of pricing for the margin over the base reference rate on loans
Changes net leverage ratio and minimum interest coverage ratio covenant thresholds until the earlier of January 1, 2027 or the American Woodmark merger effective date
Filing states no other material changes to representations, warranties or covenants
MasterBrand reported fourth-quarter 2025 net sales of $644.6 million, down 3.5% year over year, and a net loss of $42.0 million compared with net income of $14.0 million a year earlier. For full-year 2025, net income fell to $26.7 million from $125.9 million, while net sales rose 1.3% to $2.7 billion. The company expects first-quarter 2026 net sales to decline year over year and adjusted EBITDA of $23 million to $33 million, and it is moving to quarterly guidance because of limited visibility.
Q4 2025 net sales were $644.6 million, down 3.5%; net loss was $42.0 million versus net income of $14.0 million in Q4 2024.
Full-year 2025 net income was $26.7 million versus $125.9 million in 2024; diluted EPS was $0.21 versus $0.96.
Q1 2026 outlook: net sales down mid- to high-single-digit percentage; adjusted EBITDA $23 million to $33 million; adjusted diluted EPS $(0.06) to $0.00.
Company expects about $30 million of cost savings in 2026, with benefits starting in Q1; the pending American Woodmark merger is ongoing.
MasterBrand reported third quarter 2025 net sales of $698.9 million, down 2.7% from a year earlier, and diluted earnings per share of $0.14 versus $0.22. The company updated its full-year 2025 outlook to account for the expected impact of recently enacted tariffs, and it said the outlook excludes the pending American Woodmark merger. The weaker profit and the tariff-related guidance update matter to shareholders because they signal pressure on earnings and cash flow ahead of the merger.
Q3 2025 net sales were $698.9 million, down 2.7% year over year; net income was $18.1 million versus $29.1 million
Diluted EPS was $0.14 versus $0.22; adjusted diluted EPS was $0.33 versus $0.40
2025 adjusted EBITDA guidance is $315 million to $335 million; adjusted diluted EPS guidance is $1.01 to $1.13
Thirty-nine week free cash flow was $65.0 million, versus $142.3 million a year earlier
MasterBrand signed a merger agreement with American Woodmark, under which American Woodmark shareholders would receive 5.150 MasterBrand shares for each share they own, with closing expected in early 2026 subject to shareholder and regulatory approvals. The same day, MasterBrand reported second quarter 2025 results in which net sales rose 8% but net income fell 18% and diluted EPS declined to $0.29 from $0.35, while it maintained its 2025 outlook.
Exchange ratio of 5.150 MasterBrand shares per American Woodmark share; implied pro forma equity value of $2.4 billion and enterprise value of $3.6 billion
Termination fees of $30.0 million payable by MasterBrand and $25.0 million payable by American Woodmark; $35.0 million reverse termination fee payable by MasterBrand in certain antitrust-related cases
Expected run-rate cost synergies of approximately $90 million by the end of year three; closing expected in early 2026
Q2 2025: net sales up 8% to $730.9 million; net income down 18% to $37.3 million; adjusted EBITDA flat at $105.4 million; 2025 outlook maintained
MasterBrand reported first quarter 2025 results for the period ended March 30, 2025. Net sales rose 3% to $660.3 million, helped by the Supreme acquisition, but net income fell 65% to $13.3 million and diluted earnings per share were $0.10, compared with $0.29 a year earlier. The company revised its 2025 outlook, citing weaker end-market demand and the net impact of enacted tariffs, which matters to shareholders because profit is falling while the guidance points to lower full-year results.
Net sales rose 3% to $660.3 million, including 10% growth from Supreme, while base business volume fell 9%.
Net income fell to $13.3 million from $37.5 million; adjusted diluted EPS was $0.18 versus $0.31.
2025 guidance: net sales down a low single-digit percentage; adjusted EBITDA of $315 million to $365 million; adjusted diluted EPS of $1.03 to $1.32.
Free cash flow was negative $41.2 million for the quarter, and the company repurchased about $11.4 million of stock.
MasterBrand reported fourth-quarter 2024 net sales of $667.7 million, down 1% from a year earlier, and net income of $14.0 million, down 61%. The company also introduced 2025 guidance calling for adjusted EBITDA of $380 million to $410 million and adjusted diluted EPS of $1.40 to $1.57, while noting that tariff impacts beyond those in effect on the release date are not included.
Q4 2024 diluted EPS was $0.11 versus $0.28 in Q4 2023; adjusted diluted EPS was $0.21 versus $0.35
Full-year 2024 net sales were $2.7 billion, down 1%; net income was $125.9 million, down 31%
2025 outlook: adjusted EBITDA of $380 million to $410 million; adjusted diluted EPS of $1.40 to $1.57 (full-year 2024 adjusted diluted EPS was $1.37)
No shares were repurchased in Q4 2024; the company repurchased about 371 thousand shares for about $6.5 million over the full year
MasterBrand reported third-quarter 2024 results for the quarter ended September 29, 2024. Net sales rose 6% to $718.1 million, helped by the Supreme acquisition, while net income fell 51.3% to $29.1 million and diluted EPS fell to $0.22 from $0.46. The company reiterated its full-year 2024 outlook, which includes adjusted EBITDA of $385 million to $405 million, so shareholders face profit pressure with no change to guidance.
Net sales were $718.1 million, up 6%; the Supreme acquisition added 9% growth and lower average selling price reduced sales by 3%.
Diluted EPS was $0.22 versus $0.46 a year earlier; adjusted diluted EPS was $0.40 versus $0.49.
Full-year 2024 outlook reiterated: adjusted EBITDA of $385 million to $405 million and adjusted diluted EPS of $1.50 to $1.62.
Net debt was $953.9 million at September 29, 2024, and the company did not repurchase shares in the quarter.
MasterBrand reported second-quarter 2024 results on August 6, 2024, with net sales down 2.7% to $676.5 million and net income down 11.5% to $45.3 million from a year earlier. The company raised its full-year 2024 outlook after closing its $520 million net cash acquisition of Supreme Cabinetry Brands, but the filing says organic net sales are expected to decline by a low single-digit percentage.
Diluted EPS was $0.35 versus $0.39 a year earlier; adjusted diluted EPS was $0.45 versus $0.44, with the adjusted measure now excluding amortization.
2024 outlook: adjusted EBITDA of $385 million to $405 million and adjusted diluted EPS of $1.50 to $1.62.
Supreme Cabinetry Brands closed after the quarter ended, for a net cash payment of $520 million.
Operating cash flow was $96.1 million for the 26 weeks ended June 30, 2024, versus $194.0 million a year earlier; free cash flow was $77.8 million.
MasterBrand, Inc. completed its acquisition of Dura Investment Holdings LLC, the parent of Supreme Cabinetry Brands, on July 10, 2024, for $520 million in cash, subject to customary adjustments. The company expects $28 million in annual run-rate cost synergies by the end of year three and expects the deal to be accretive to adjusted diluted earnings per share within the first full year after closing.
Purchase price of $520 million in cash, subject to customary adjustments, completed on July 10, 2024
Expected annual run-rate cost synergies of $28 million by the end of year three, from procurement, facility optimization and overhead
Expected to be accretive to adjusted diluted earnings per share within the first full year after closing
Financial statements and pro forma information will be filed by amendment within 71 days after the 8-K due date
MasterBrand completed a $700.0 million private offering of 7.00% senior notes due 2032 and entered into a new $750.0 million revolving credit facility on June 27, 2024. The company said it will use the proceeds, along with revolver borrowings and cash on hand, to fund its previously announced acquisition of Supreme Cabinetry Brands, repay its existing term loan, and pay related fees. The new debt and secured credit terms add to the company's borrowing obligations, which shareholders should weigh against the pending acquisition.
Senior notes: $700.0 million principal, 7.00% interest, maturing July 15, 2032; net proceeds about $689.5 million
Revolving credit facility: 5-year, $750.0 million, with JPMorgan Chase Bank, N.A. as administrative agent
Proceeds to fund the Supreme Cabinetry Brands acquisition and refinance the existing credit agreement dated November 19, 2022
Credit agreement requires a net leverage ratio no higher than 3.50:1.00 through December 31, 2024, and 3.25:1.00 thereafter, subject to an acquisition step-up to 3.75:1.00
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