v3.26.1
Acquisition of American Woodmark (Tables)
 6 Months Ended
Jun. 28, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Business Acquisitions, by Acquisition The purchase consideration was $1,059.8 million, which was determined as follows:
Preliminary purchase consideration
Exchange Ratio
5.1500
American Woodmark shares to be acquired as of May 28, 202614,569,868
Number of MasterBrand shares to be issued based on Exchange Ratio75,034,820
Less: Fractional Shares settled in cash163
Whole MasterBrand shares issued75,034,657 
MasterBrand share price at open of trading on May 28, 2026$9.10 
Purchase consideration transferred for American Woodmark shares(a)
$682.8 
Fair value of replacement awards attributable to the purchase consideration(b)
9.5
Settlement of American Woodmark Existing Debt(c)
$367.5 
Total purchase consideration$1,059.8 
(a)    Includes an immaterial cash payment settled for fractional shares.
(b)    The estimated fair value of the replacement equity awards was $19.9 million, of which $9.5 million is attributable to service periods prior to the acquisition and is included in the purchase consideration. The remaining fair value is attributable to $6.0 million of awards that vested shortly after the merger close date based on change of control provisions and were immediately recognized as expense during the thirteen weeks ended June 28, 2026 and $4.4 million of awards that will vest in conjunction with future service and will be amortized over the remaining service period.
(c)    Represents gross settlement of American Woodmark’s Existing Debt as of May 28, 2026.
Business Combination, Recognized Asset Acquired and Liability Assumed
The following table sets forth the allocation of the purchase consideration to the assets acquired and liabilities assumed of American Woodmark, with the excess recorded to goodwill:
(U.S. Dollars presented in millions)
Preliminary Net Assets AcquiredFair Value
Cash and cash equivalents$37.2 
Accounts receivable90.9 
Inventories174.4 
Other current assets47.7 
Property, plant and equipment355.6 
Operating lease right-of-use assets106.8 
Other intangible assets356.0 
Other assets61.8 
$1,230.4 
Accounts payable$45.5 
Current operating lease liabilities32.4 
Other current liabilities96.0 
Deferred income taxes112.0 
Operating lease liabilities74.4 
Other non-current liabilities3.1 
$363.4 
Net Assets Acquired$867.0 
Goodwill192.8 
Purchase Consideration$1,059.8 
Business Combination, Intangible Asset, Acquired, Finite-Lived and Indefinite-Lived The estimated fair values of the identifiable intangible assets acquired, their estimated useful lives and the related valuation methodology are as follows:
(U.S. Dollars presented in millions)
Asset TypeFair ValueUseful LifeValuation Methodology
Customer relationships$225.0 17 yearsMulti-period excess earnings
Tradenames131.0 IndefiniteRelief from royalty method
Total other intangible assets$356.0 
Schedule of Business Combination, Pro Forma Information
Net sales and earnings related to the operations of American Woodmark that have been included in our condensed consolidated statements of income for the period from May 28, 2026 to June 28, 2026 are as follows:

(U.S. Dollars presented in millions)
Net Sales $125.5 
Net Loss$(28.9)
Pro forma financial information
The following table summarizes, on a pro forma basis, the combined results of operations of American Woodmark and MasterBrand as though the acquisition and the related financing had occurred as of December 30, 2024, which is the first day of the Company’s fiscal 2025. The pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition of American Woodmark occurred on December 30, 2024, nor are they indicative of future consolidated operating results.
13 Weeks Ended26 Weeks Ended
(U.S. Dollars presented in millions)June 28, 2026June 29, 2025June 28, 2026June 29, 2025
Net Sales $1,041.0 $1,134.2 $1,996.5 $2,202.5 
Net (Loss) Income$(93.8)$41.5 $(157.3)$13.4