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MasterBrand Reports Second Quarter 2025 Financial Results

•	Net sales increased 8% year-over-year to $730.9 million

•	Net income decreased 18% year-over-year to $37.3 million, representing a net income margin of 5.1%, down 160 basis points year-over-year

•	Adjusted EBITDA1 was flat year-over-year at $105.4 million, representing an Adjusted EBITDA margin1 of 14.4%, down 110 basis points year-over-year

•	Diluted earnings per share was $0.29 compared to $0.35 in the prior year period; adjusted diluted earnings per share1 was $0.40, compared to $0.45 in the prior year period

•	Operating cash flow for the twenty-six weeks ended June 29, 2025 was $53.4 million with free cash flow1 of $25.5 million

•	Company maintains 2025 financial outlook

•	Company separately announces definitive merger agreement with American Woodmark, strengthening the combined company’s financial profile to amplify returns, advance innovation, and accelerate value delivery

BEACHWOOD, OHIO. -- August 6, 2025 -- MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), the largest residential cabinet manufacturer in North America, today announced second quarter 2025 financial results.

“MasterBrand delivered a strong quarter, with year-over-year net sales growth driven by the acquisition of Supreme and incremental share gains, particularly in new construction,” said Dave Banyard, President and Chief Executive Officer. “Our associates’ continued, disciplined use of The MasterBrand Way, further progress on our Supreme integration, and previous price and cost actions, allowed us to effectively navigate through the challenging external environment to deliver second quarter adjusted EBITDA above our expectations. We’re encouraged by our momentum and confident in our ability to deliver attractive full-year adjusted EBITDA margins while continuing to invest in the business and execute on our long-term growth strategy.”

“Today, we are also pleased to announce our merger agreement with American Woodmark, which will be a transformative step that will create the industry’s most comprehensive portfolio of trusted cabinet brands and products,” Banyard continued. “By combining two highly complementary businesses, the proposed merger is expected to result in a combined company with stronger channel partnerships, expanded geographic reach, enhanced operational agility, and the ability to deliver meaningful value. With a strengthened financial profile, the combined company is expected to be better positioned to generate strong free cash flow, navigate market cycles with greater resilience, and further invest in growth, automation, and technology. Leveraging the successful progress in our Supreme integration efforts, we believe we are well-positioned to realize approximately $90 million in run-rate cost synergies by the third year following transaction close.”

During the twenty-six weeks ended June 29, 2025, the Company repurchased approximately 1.4 million shares of common stock for approximately $18.1 million.

For full year 2025, the Company expects the following:

•	Net sales year-over-year decrease of low single-digit percentage

◦	Organic net sales decrease of mid-single-digit percentage

◦	Acquisition-related net sales increase of mid-single-digit percentage

•	Adjusted EBITDA1,2 in the range of $315 to $365 million, with related adjusted EBITDA margin1,2 of roughly 12.0% to 13.5%

•	Adjusted diluted earnings per share1,2 in the range of $1.03 to $1.32

The Company continues to expect organic net sales performance to outperform the underlying market, as new products and channel specific offerings, and previously implemented price actions gain traction. In addition, the Company remains committed to its full-year objective of generating free cash flow in excess of net income.

This 2025 Financial Outlook only reflects the impact of tariffs in effect as of the date of this release. It does not reflect any other potential tariff impacts on Company costs or end market demand. The Company believes the dynamic nature of the tariffs, specifically the uncertainty of implementation, potential timing and duration, limits the usefulness of estimating this information. We undertake no obligation to update this outlook as circumstances evolve. Additionally, this outlook does not reflect any anticipated financial benefits from the proposed merger with American Woodmark Corporation (“American Woodmark”), nor does it include expected transaction-related costs.

“We saw meaningful improvements in performance throughout the second quarter, particularly in May and June, with stronger sales and adjusted EBITDA contributing to a solid result in the quarter,” said Andi Simon, Executive Vice President and Chief Financial Officer. “Our solid second quarter financial performance, along with our ability to navigate this challenging environment and an unchanged market outlook, gives us the confidence to maintain our previously stated guidance for the year. Further, our merger with American Woodmark is expected to strengthen our financial profile by unlocking meaningful cost synergies, enhancing free cash flow generation, and positioning the combined company to further invest in growth opportunities following the close of the transaction, which is expected in early 2026.”

The transaction consideration is comprised solely of MasterBrand stock; however, MasterBrand plans to arrange a revolver expansion with its current banking group in order to pay off American Woodmark debt at close of the transaction, which is expected to occur in early 2026, subject to approval of the transaction by MasterBrand and American Woodmark shareholders, the receipt of regulatory approvals, and the satisfaction of other customary closing conditions.

Free cash flow is defined as cash flow from operations less capital expenditures. We believe that free cash flow is a useful measure to investors because it is a meaningful indicator of cash generated from operating activities available for the execution of our business strategy, and is used in the management of our business, including decisions concerning the allocation of resources and assessment of performance. Net debt is defined as total balance sheet debt less cash and cash equivalents. We believe this measure is useful to investors as it provides a measure to compare debt less cash and cash equivalents across periods on a consistent basis.  Net debt to adjusted EBITDA is calculated by dividing net debt by the trailing twelve months adjusted EBITDA. Net debt to adjusted EBITDA is used by management to assess our financial leverage and ability to service our debt obligations.

As required by SEC rules, detailed reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure are included in the financial statement section of this earnings release. We have not provided a reconciliation of our fiscal 2025 adjusted EBITDA, adjusted EBITDA margin and adjusted diluted EPS guidance because the information needed to reconcile these measures is unavailable due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred, including gains and losses associated with our defined benefit plans and restructuring and other charges, which are excluded from adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income margin, and adjusted diluted EPS.  Additionally, estimating such GAAP measures and providing a meaningful reconciliation consistent with the Company’s accounting policies for future periods requires a level of precision that is unavailable for these future periods and cannot be accomplished without unreasonable effort. Forward-looking non-GAAP measures are estimated consistent with the relevant definitions and assumptions used for historical non-GAAP measures.

MasterBrand, Inc. (NYSE: MBC) is the largest manufacturer of residential cabinets in North America and offers a comprehensive portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. MasterBrand products are available in a wide variety of designs, finishes and styles and span the most attractive categories of the cabinets market: stock, semi-custom and premium cabinetry. These products are delivered through an industry-leading distribution network of over 7,700 dealers, major retailers and builders. MasterBrand employs over 13,000 associates across more than 20 manufacturing facilities and offices. Additional information can be found at www.masterbrand.com.

Forward-Looking Statements:

Certain statements contained in this Press Release, other than purely historical information, including, but not limited to estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. Statements preceded by, followed by or that otherwise include the word “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts.  Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management.  Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These factors include those listed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 30, 2025 and other filings with the SEC.

The forward-looking statements included in this document are made as of the date of this Press Release and, except pursuant to any obligations to disclose material information under the federal securities laws, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this Press Release.

Some of the important factors that could cause our actual results to differ materially from those projected in any such forward-looking statements include:

•	Our ability to develop and expand our business;

•	Our ability to develop new products or respond to changing consumer preferences and purchasing practices;

•	Our anticipated financial resources and capital spending;

•	Our ability to manage costs;

•	Our ability to effectively manage manufacturing operations and capacity, or an inability to maintain the quality of our products;

•	The impact of our dependence on third parties to source raw materials and our ability to obtain raw materials in a timely manner or fluctuations in raw material costs;

•	Our ability to accurately price our products;

•	Our projections of future performance, including future revenues, capital expenditures, gross margins, and cash flows;

•	The effects of competition;

•	Costs of complying with evolving tax and other regulatory requirements and the effect of actual or alleged violations of tax, environmental or other laws;

•	The effect of climate change and unpredictable seasonal and weather factors;

•	Conditions in the housing market in the United States, Canada and Mexico;

•	The expected strength of our existing customers and consumers and any loss or reduction in business from one or more of our key customers or increased buying power of large customers;

•	Information systems interruptions or intrusions or the unauthorized release of confidential information concerning customers, employees, or other third parties;

•	Worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis, including risks associated with uncertain trade environments, changes to U.S. tariff policy and retaliatory tariffs imposed by other countries;

•	The effects of a public health crisis or other unexpected event;

•	Changes in the anticipated timing for closing the combination of MasterBrand with American Woodmark (the “Transaction”);

•	Delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Transaction;

•	The outcome of any legal proceedings that may be instituted against MasterBrand or American Woodmark following the announcement of the Transaction;

•	The inability to complete the Transaction;

•

The inability to recognize, or delays in obtaining, anticipated benefits of the  acquisition of Supreme and the Transaction, including synergies, which may be affected by, among other things, competition, the ability of the combined company to integrate operations in a successful manner and in the expected time period, grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees;

•	The impact of our current and any additional future debt obligations on our business, current and future operations, profitability and our ability to meet other obligations;

•	Business disruption following the acquisition of American Woodmark and during the pendency of or following the Transaction;

•	Diversion of management time on Transaction-related issues;

•	The reaction of customers and other persons to the acquisition of American Woodmark and the Transaction; and

•	Other statements contained in this Press Release regarding items that are not historical facts or that involve predictions.

Additional Information and Where to Find It

MasterBrand intends to file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”), which will include a joint proxy statement of MasterBrand and American Woodmark that will also constitute a prospectus of MasterBrand. Each of MasterBrand and American Woodmark may also file other relevant documents with the SEC regarding the transaction. This press release is not a substitute for the joint proxy statement/prospectus or Registration Statement or any other document that MasterBrand or American Woodmark may file with the SEC.  Any definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of MasterBrand and American Woodmark. INVESTORS AND SHAREHOLDERS OF MASTERBRAND AND AMERICAN WOODMARK ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MASTERBRAND, AMERICAN WOODMARK, THE TRANSACTION AND RELATED MATTERS. The Registration Statement and joint proxy statement/prospectus and other documents filed by MasterBrand or American Woodmark with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. Alternatively, investors and shareholders may obtain free copies of documents that are filed or will be filed with the SEC by MasterBrand, including the Registration Statement and the joint proxy statement/prospectus, on MasterBrand’s website at https://masterbrand.com/investors/financials/sec-filings/default.aspx, and may obtain free copies of documents that are filed or will be filed with the SEC by American Woodmark, including the joint proxy statement/prospectus, on American Woodmark’s website at https://americanwoodmark.com/investors/financial-reporting#secfilings. The information included on, or accessible through, MasterBrand’s or American Woodmark’s website is not incorporated by reference into this press release.

No Offer or Solicitation

This press release is not intended to be and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

Investor Relations:

investorrelations@masterbrand.com

OR

C Street Advisory Group

masterbrand@thecstreet.com

212-372-4977

Media Contact:

media@masterbrand.com

Source: MasterBrand, Inc.