What changed in this filing

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Item 1. Business

2025-02-19 compared with 2024-02-27 · 33 added, 20 removed, 156 unchanged (25% of the section changed)

MasterBrand, Inc.

(“we,” “us,” “our,” “MasterBrand” or the “Company”) was founded nearly 70 years ago in 1954 under the name United Cabinet Incorporated.

(“we,” “us,” “our,” “MasterBrand” or the “Company”) was founded over 70 years ago in 1954 under the name United Cabinet Incorporated.

We are the largest manufacturer of residential cabinets in North America, based on 2023 reported net sales.

6 unchanged sentences

After the Distribution, we became an independent, publicly-traded company.

On July 10, 2024, we acquired all of the issued and outstanding limited liability interests of Dura Investment Holdings LLC, the parent company of Supreme Cabinetry Brands, Inc.

(“Supreme”), a cabinetry company.

Supreme is a domestic manufacturer of residential cabinetry with a portfolio of product lines significantly focused on premium products.

Supreme, with manufacturing facilities located in Minnesota, Iowa and North Carolina, and its two brands, Dura Supreme and Bertch cabinetry, crafts framed and frameless cabinetry for a nationwide network of dealers.

The combined company is reaching more customers, through its highly complementary dealer networks, with greater efficiency and effectiveness.

Through this transaction, MasterBrand broadened its portfolio of premium cabinetry in the resilient and attractive kitchen and bath categories, further diversifying its channel distribution and adding to its strategically located facility footprint.

Our superior product quality, innovative design and service excellence drives a compelling value proposition.

27 unchanged sentences

The importance of human capital, specifically the ability to attract, retain and develop associates, has become more apparent in a post-pandemic world.

Through weekly kaizen events across our manufacturing facilities and offices, we provide the individuals closest to our business problems with the training and tools required to fix these issues.

Through weekly continuous improvement events across our manufacturing facilities and offices, we provide the individuals closest to our business problems with the training and tools required to fix these issues.

Through empowering associates to remedy issues locally, the MasterBrand Way fosters problem-solving and enhances our culture of continuous improvement.

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Our Company was built in part through strategic, well-executed acquisitions, and we have proven to be a highly effective consolidation platform.

We believe we will have opportunities to drive future value creation through thoughtful and strategic acquisitions.

In July 2024, we acquired Supreme, a domestic manufacturer of residential cabinetry with a portfolio of product lines significantly focused on premium products.

This acquisition allows us to reach more customers, through highly complementary dealer networks, with greater efficiency and effectiveness, and has broadened our portfolio of premium cabinetry in the resilient and attractive kitchen and bath categories.

We believe we will have opportunities to drive future value creation through additional thoughtful and strategic acquisitions.

We regularly monitor the landscape for attractive opportunities that could allow us to leverage our operations and strong customer relationships, expand our portfolio of products and expand into new categories and geographies.

2 unchanged sentences

Dealers, Retailers and Builders.

We built the industry’s largest and, we believe, strongest network, with well-established relationships with over 4,400 cabinet dealers across the United States and Canada, many of whom have been partners for decades.

Our dealers cover a wide spectrum of the market.

We built the industry’s largest and, we believe, strongest network, with well-established relationships with over 7,700 cabinet dealers across the United States and Canada, inclusive of those acquired with Supreme.

Many of these dealers have been partners for decades and cover a wide spectrum of the market.

Some specialize in remodeling, while others provide regional service to a variety of new construction home builders.

8 unchanged sentences

Lowe’s Companies, Inc.

(“Lowe’s”) comprised approximately 21 percent and 20 percent of our net sales for our 2023 and 2022 fiscal years, respectively.

(“Lowe’s”) comprised approximately 22 percent, 21 percent and 20 percent of our net sales for our 2024, 2023 and 2022 fiscal years, respectively.

The Home Depot, Inc.

(“The Home Depot”) comprised approximately 16 percent and 17 percent of our net sales for our 2023 and 2022 fiscal years, respectively.

Net sales to international markets represented approximately 5 percent and 6 percent for our 2023 and 2022 fiscal years, respectively.

(“The Home Depot”) comprised approximately 15 percent, 16 percent and 17 percent of our net sales for our 2024, 2023 and 2022 fiscal years, respectively.

Net sales to international markets represented approximately 5 percent, 5 percent and 6 percent for our 2024, 2023 and 2022 fiscal years, respectively.

We offer a comprehensive portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home.

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Intellectual Property

We actively maintain and protect our trademarks, copyrights and trade secrets.

Our products are marketed under a range of registered and unregistered trademarks that are widely recognized within our industry.

To safeguard these assets, we continue to monitor for unauthorized use and take appropriate measures to prevent infringement.

In addition to the brand protection offered by our trademarks, patent protection helps distinguish our unique product features in the market by preventing others from making, using, importing and selling our innovations in markets in which we have patent protection.

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Two of our primary safety measures are the Total Recordable Incidence Rate (“TRIR”) and Lost Time Rate (“LTR”).

For our 2023 fiscal year, our TRIR was 0.84, compared to 1.04 for our 2022 fiscal year, and our LTR was 0.18 for our 2023 fiscal year, compared to 0.26 for our 2022 fiscal year.

For our 2024 fiscal year, our TRIR was 0.64, compared to 0.84 for our 2023 fiscal year, and our LTR was 0.18 for both our 2024 and 2023 fiscal years.

Our safety focus is also demonstrated by comparing our TRIR and LTR to the Bureau of Labor Statistics (“BLS”) industry averages.

5 unchanged sentences

We also offer a range of benefits including retirement savings plans, comprehensive healthcare and mental-health benefits, including medical, dental and vision coverage, health savings and spending accounts, wellness and associate assistance services.

In 2023, we strengthened inclusivity in our benefit offerings by providing enhanced parental support from fertility through post-partum for our U.S.

Creating an Inclusive, Team-Based Culture

We value fostering an inclusive, team-based culture and celebrate our diverse team of associates and experiences.

We believe attracting and engaging talented and diverse associates enables us to be more innovative, responsive to consumer needs and deliver strong performance and growth.

We are committed to increasing the representation of professionals of color and women through building and developing robust talent pools, ensuring an inclusive, team-based culture through proactive programs, business practices and education, and by demonstrating support for equality in our communities through outreach and investment.

As of December 31, 2023, our worldwide workforce was composed of approximately 35 percent women, while our workforce in the U.S.

and Canada was composed of approximately 34 percent people of color.

Our engagement pulse survey fosters our associate listening strategy, providing routine feedback and meaningful action to drive improvement in our culture and awareness of diversity, equity, and inclusion.

In 2024, we strengthened our benefit offerings by providing a comprehensive mental health benefit.

This benefit offers individualized care that integrates into our medical plan for our associates and their families, critical incident response, leader empowerment and support.

Creating a Team-Based Culture

We value fostering a team-based culture and celebrate our team’s wide range of perspectives and experiences.

We believe attracting and engaging talented associates with diverse perspectives enables us to be more innovative, responsive to consumer needs and deliver strong performance and growth.

We support our communities through outreach and investment.

Our engagement pulse survey fosters our associate listening strategy, providing routine feedback and meaningful action to drive improvement in our culture.

Talent Development and Succession

Our talent philosophy guides our talent management approach from hiring to talent development and succession planning.

Our talent philosophy guides our talent management approach from hiring practices to talent development and succession planning.

We believe that it is about the team, and individual success cannot be achieved without exceptional team performance.

3 unchanged sentences

We understand that our most critical roles serve as points of leverage to deliver value, and we place our best people in those roles, while attracting new talent and capabilities in support of continuous improvement in all we do.

Our culture of making the team better, being bold and championing improvement is embedded in our performance management programs to drive alignment across teams.

Behaviors are foundational, and our culture of making the team better, being bold and championing improvement is embedded in our performance management programs to drive focus on how the work is accomplished.

Finally, we know that we grow through transparency and have courageous conversations about expectations and development to ensure that we are helping each other be better every day.

5 unchanged sentences

is a holding company that was initially organized as a Delaware corporation in July 2022.

Our principal operating subsidiaries include MasterBrand Cabinets, LLC (“MBC LLC”), Norcraft Companies, L.P., Kitchen Craft of Canada and Woodcrafters Home Products, S.

Our principal operating subsidiaries include MasterBrand Cabinets, LLC (“MBC LLC”), Bertch Cabinet, LLC, Dura-Supreme, LLC, Kitchen Craft of Canada, Norcraft Companies, L.P., and Woodcrafters Home Products, S.

As a holding company, we are a legal entity separate and distinct from our subsidiaries.

8 unchanged sentences

The Company has adopted charters for each of its Audit, Compensation and Nominating, Environmental, Social and Governance Committees, corporate governance guidelines and a code of conduct, which are available on the Company’s website and will be available to any stockholder who requests them from the Company’s Investor Relations department.

The use of our website serves as a channel of distribution of the Company’s information and the information we post through our website may be deemed material.

Investors and others should monitor this channel, as well as our earnings and press releases, SEC filings, and webcasts.

You may automatically receive email alerts and other information about the Company by signing up for email alerts at masterbrand.com/investors.

The information contained on or accessible through the Company’s website is not incorporated by reference in this Annual Report on Form 10-K and should not be considered a part of this report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business