MBC — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-05

• •Our ability to successfully integrate American Woodmark’s operations, systems, personnel, and business processes and realize anticipated synergies, cost savings, and other strategic benefits within expected timeframes or at all;

• •Business disruption, operational inefficiencies or increased costs resulting from integration activities following the acquisition of American Woodmark;

• •The diversion of management attention and resources from ongoing business operations as a result of integration activities and strategic initiatives associated with the acquisition of American Woodmark

• •Our ability to maintain relationships with customers, suppliers, associates and other business partners following the acquisition of American Woodmark;

• •Our ability to successfully integrate, migrate, or harmonize information technology systems, cybersecurity controls, financial reporting systems and other business processes across the combined company;

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• •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 recognize, or delays in obtaining, anticipated benefits of 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 m…

• •Business disruption during the pendency of or following the Transaction;

Text added vs the prior filing · source: 10-Q · 2026-08-05

• The Company completed the American Woodmark acquisition on May 28, 2026. Management plans to exclude American Woodmark from its assessment of internal control over financial reporting as of December 27, 2026, because it was acquired by the Company in a purchase business combination during 2026.

• We are currently integrating the processes and internal controls of American Woodmark. Except for the American Woodmark acquisition, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 28, 2026 that have materially affected, or ar…

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 29, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text added vs the prior filing · source: 10-Q · 2026-08-05

• Tax Assessment from the Servicio de Administración Tributaria

• Following an audit for the 2018 tax year, the Mexican tax administration service, the Servicio de Administración Tributaria, (the “SAT”), issued a tax assessment in the amount of 944.8 million Mexican pesos (approximately $54.0 million U.S. dollars as of June 28, 2026) to our subsidiary, Woodcrafter…

• The Company is defending a wrongful death action filed in October 2024 in Arizona state court arising from a loading dock accident at a legacy American Woodmark facility in Kingman, Arizona. The complaint asserts negligence-based claims and seeks compensatory, punitive and other damages. The matter …

• In February 2020, certain domestic manufacturers filed scope and circumvention petitions with the U.S. Department of Commerce and the U.S. International Trade Commission seeking antidumping and countervailing duties on hardwood plywood assembled in Vietnam using Chinese-sourced cores. The Department…

• The Final Determination identified Vietnamese suppliers that were not eligible for certification, which required antidumping and countervailing duty cash deposits of 206 percent on imports from those suppliers. Two of American Woodmark’s primary Vietnamese plywood vendors remained on that list, and …

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• Following an audit for the 2018 tax year, the Mexican tax administration service, the Servicio de Administración Tributaria, (the “SAT”), issued a tax assessment in the amount of 944.8 million Mexican pesos (approximately $52.1 million U.S. dollars as of March 29, 2026) to our subsidiary, Woodcrafte…

Text added vs the prior filing · source: 10-Q · 2026-08-05

• On June 11, 2026, Bruce Kendrick, Executive Vice President & Chief Human Resources Officer, entered into a Rule 10b5-1 trading arrangement. The adopted plan provided for the sale of up to 110,718 shares of MasterBrand Inc. common stock between June 11, 2026 and expiring June 11, 2027.