Material Event (Form 8-K)

Item 8.01. Other Events.

As previously disclosed, on August 5, 2025, MasterBrand, Inc., a Delaware corporation (the "Company" or "MasterBrand"), entered into an Agreement and Plan of Merger (the "Merger Agreement," and the transactions contemplated thereby, the "Merger") with American Woodmark Corporation, a Virginia corporation ("American Woodmark"), and Maple Merger Sub, Inc., a Virginia Corporation and a wholly owned subsidiary of the Company.

On October 3, 2025, MasterBrand received notice from the Federal Competition Commission of Mexico that it approved the Merger, in satisfaction of one of the regulatory approvals required to be obtained as a condition to the Merger.

In addition, as agreed by the parties, on October 6, 2025, MasterBrand, as the acquiring party, voluntarily withdrew its pre-mergerNotification and Report Form filed pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in order to provide the Federal Trade Commission (the "FTC") with additional time to review the Merger.

In accordance with the regulations under the HSR Act, MasterBrand plans to resubmit its HSR Act Notification and Report Form by October 8, 2025, commencing a new 30-daywaiting period under the HSR Act. Withdrawing and refiling pre-mergernotifications is a standard procedure in order to provide additional time for antitrust review of certain transactions. The Company and American Woodmark continue to work constructively with FTC staff in the FTC's review of the Merger and continue to expect to consummate the Merger in early 2026. In addition to the receipt of clearance of the Merger under the HSR Act, the Merger remains subject to the adoption by American Woodmark's shareholders of the Merger Agreement and the related plan of merger, the approval by MasterBrand stockholders of the issuance of MasterBrand common stock to American Woodmark shareholders pursuant to the Merger Agreement, and the satisfaction or waiver of other customary closing conditions.

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