7 unchanged sentences
Based on our evaluation under the framework in Internal Control — Integrated Framework (2013) issued by the COSO, our management concluded that our internal control over financial reporting was effective as of December 29, 2024.
+Added: The Company completed the Supreme acquisition on July 10, 20 24.
+Added: Management has excluded Supreme from its assessment of internal control over financial reporting as of December 29, 2024 , because it was acquired by the Company in a purchase business combination during 2024.
+Added: Supreme’s total assets and total revenues represent approximately 6.0 percent and 4.0 percent, respectively, of our total assets and total revenues, as of and for the year ended December 29, 2024 .
PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 29, 2024, as stated in their report, which appears herein.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
+Added: We are currently integrating the processes and internal controls of Supreme.
+Added: Except for the Supreme acquisition, there has been no change in our internal control over financial reporting that occurred during the most recent fiscal quarter ended December 29, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Other Information
3 unchanged sentences
Directors, Executive Officers and Corporate Governance
+Added: We have adopted an insider trading policy (the “Insider Trading Policy”) applicable to our officers, directors, team members and certain persons and entities (collectively, “Covered Persons”) that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the NYSE listing standards.
The information required by this item is incorporated by reference from the applicable information set forth in our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders to be filed with the SEC.
32 unchanged sentences
December 15, 2022
−Removed: Corrected and Amended and Restated Certificate of Incorporation of MasterBrand, Inc., effective A ugust 7, 2023
+Added: Agreement and Plan of Merger, dated as of May 20, 2024, by and among Dura Investment Holdings LLC, GHK North Star Holdings LLC, as Seller Representative, MasterBrand Cabinets LLC and Dogwood Merger Sub LLC.
+Added: Current Report on Form 8-K
+Added: 001-41545) July 11, 2024
+Added: Amendment No.
+Added: 1 to the Agreement and Plan of Merger, dated as of July 9, 2024, by and among Dura Investment Holdings LLC, GHK North Star Holdings LLC, as Seller Representative, MasterBrand Cabinets LLC and Dogwood Merger Sub LLC
+Added: Current Report on Form 8-K
+Added: 001-41545) July 11, 2024
+Added: Corrected and Amended and Restated Certificate of Incorporation of MasterBrand, Inc., effective August 7, 2023
Current Report on Form 10-Q
August 9, 2023
−Removed: Amended and Restated Bylaws of MasterBrand, Inc., effective December 14, 2022
+Added: Amended and Restated Bylaws of MasterBrand, Inc., effective September 4, 2024
Current Report on Form 8-K
−Removed: December 15, 2022
+Added: September 4, 2024
Description of Securities
1 unchanged sentence
March 10, 2023
−Removed: Transition Services Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc.
−Removed: and MasterBrand, Inc.
+Added: Indenture, dated as of June 27, 2024, by and among the Company, the Subsidiary Guarantors named therein and U.S.
+Added: Bank Trust Company, National Association, as trustee.
Current Report on Form 8-K
−Removed: December 15, 2022
+Added: June 27, 2024
+Added: Form of 7.00% Senior Notes due 2032.
+Added: Current Report on Form 8-K
+Added: June 27, 2024
Tax Allocation Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc.
21 unchanged sentences
December 15, 2022
−Removed: Credit Agreement among MasterBrand, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties named therein, dated November 18, 2022 (x)
+Added: Credit Agreement among MasterBrand, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties named therein, dated November 18, 2022
+Added: Current Report on Form 10-K
+Added: 001-41545) February 27, 2024
+Added: Amended and Restated Credit Agreement, dated as of June 27, 2024, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
+Added: Current Report on Form 8-K
+Added: June 27, 2024
+Added: Insider Trading Policy (x)
Subsidiaries of the Company (x)
5 unchanged sentences
Certification of principal financial officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (x)
−Removed: Dodd-Frank Clawback Policy, effective September 6, 2023 (x)
+Added: Dodd-Frank Clawback Policy, effective September 6, 2023
+Added: Current Report on Form 10-K
+Added: 001-41545) February 27, 2024
101.INS XBRL Instance Document (x)
7 unchanged sentences
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: ‘ + Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
* Management contract or compensatory plan or arrangement.
22 unchanged sentences
Petratis Non-Executive Chairman of the Board 2/19/2025
+Added: /s/ Catherine Y.
+Added: Courage Director 2/19/2025
/s/ Juliana L.
6 unchanged sentences
Perry Director 2/19/2025
+Added: /s/ Patrick S.
+Added: Shannon Director 2/19/2025
Schedule II Valuation and Qualifying Accounts
10 unchanged sentences
Valuation allowance for deferred tax assets
+Added: 1.2 ( 0.2 ) — 1.0
Allowance for cash discounts and sales allowances $ 5.6 $ 85.2 $ 85.2 $ 5.6
1 unchanged sentence
Valuation allowance for deferred tax assets
−Removed: 1.3 ( 0.1 ) — 1.2
(a) Charges related to the allowance for cash discounts and sales allowances and the customer program allowance are classified as a reduction in net sales.
+Added: Charges also include the impact of the Supreme Customer program allowance at the date of acquisition.
Charges related to the valuation allowance for deferred tax assets are classified as income tax expense.
1 unchanged sentence
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.