What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-06 · 207 added, 127 removed, 508 unchanged (40% of the section changed)

3 unchanged sentences

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions, except per share amounts) June 29,

2025 June 30,

2024 June 29,

2025 June 30,

Dollars presented in millions, except per share amounts) September 28,

2025 September 29,

2024 September 28,

2025 September 29,

NET SALES $ 698.9 $ 718.1 $ 2,090.1 $ 2,032.7

6 unchanged sentences

Interest expense 18.2 20.0 56.5 54.7

Other income, net ( 0.6 ) ( 2.9 ) ( 0.2 ) ( 3.2 )

Other expense (income), net 0.1 ( 1.8 ) ( 0.1 ) ( 5.0 )

INCOME BEFORE TAXES 23.4 39.4 89.7 148.5

11 unchanged sentences

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions) June 29,

2025 June 30,

2024 June 29,

2025 June 30,

Dollars presented in millions) September 28,

2025 September 29,

2024 September 28,

2025 September 29,

NET INCOME $ 18.1 $ 29.1 $ 68.7 $ 111.9

16 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars presented in millions) June 29,

Dollars presented in millions) September 28,

2025 December 29,

26 unchanged sentences

authorized 750.0 million shares;

131.8 million issued and 126.7 million outstanding as of June 29, 2025 ;

131.8 million issued and 126.7 million outstanding as of September 28, 2025 ;

130.9 million issued and 127.6 million outstanding as of December 29, 2024)

9 unchanged sentences

39 Weeks Ended

Dollars presented in millions) June 29,

2025 June 30,

Dollars presented in millions) September 28,

2025 September 29,

OPERATING ACTIVITIES

4 unchanged sentences

Restructuring charges, net of cash payments 3.0 4.3

Amortization of finance fees 1.4 7.5

Write-off and amortization of finance fees 2.1 8.2

Stock-based compensation 15.2 16.8

12 unchanged sentences

Proceeds from the disposition of assets 3.7 8.4

Acquisition of business, net of cash acquired — ( 515.7 )

NET CASH USED IN INVESTING ACTIVITIES ( 40.1 ) ( 541.9 )

8 unchanged sentences

Other items ( 1.9 ) ( 1.6 )

NET CASH USED IN FINANCING ACTIVITIES ( 34.0 ) ( 40.3 )

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ( 79.8 ) 331.3

Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash 4.9 ( 5.6 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH $ ( 0.9 ) $ 40.7

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH $ ( 6.2 ) $ ( 39.3 )

Cash, cash equivalents, and restricted cash at beginning of period $ 121.6 $ 148.7

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 115.4 $ 109.4

(a) Capital expenditures of $ 3.7 million and $ 3.2 million that have not been paid as of June 29, 2025 and June 30, 2024, respectively, were excluded from the condensed consolidated statements of cash flows.

(a) Capital expenditures of $ 6.9 million and $ 2.4 million that have not been paid as of September 28, 2025 and September 29, 2024, respectively, were excluded from the condensed consolidated statements of cash flows.

See notes to unaudited condensed consolidated financial statements

13 unchanged sentences

Stock repurchase program ( 0.4 ) — — ( 6.5 ) — — ( 6.5 )

Balance at June 30, 2024

Balance at September 29, 2024

127.1 $ 1.3 $ 34.6 $ ( 37.9 ) $ ( 26.8 ) $ 1,316.4 $ 1,287.6

6 unchanged sentences

Stock repurchase program ( 1.4 ) — — ( 18.1 ) — — ( 18.1 )

Balance at June 29, 2025

Balance at September 28, 2025

126.7 $ 1.3 $ 54.9 $ ( 66.9 ) $ ( 4.9 ) $ 1,399.1 $ 1,383.5

9 unchanged sentences

Our fiscal 2025 and 2024 consist of 52 weeks ending on December 28, 2025 and December 29, 2024, respectively.

The condensed consolidated balance sheets as of June 29, 2025 , as well as the related condensed consolidated statements of income, comprehensive income, cash flows and equity for the thirteen and twenty-six weeks ended June 29, 2025 and the thirteen and twenty-six weeks ended June 30, 2024 are unaudited.

The condensed consolidated balance sheets as of September 28, 2025 , as well as the related condensed consolidated statements of income, comprehensive income, cash flows and equity for the thirteen and thirty-nine weeks ended September 28, 2025 and the thirteen and thirty-nine weeks ended September 29, 2024 are unaudited.

The presentation of these financial statements requires us to make estimates and assumptions that affect reported amounts and related disclosures.

16 unchanged sentences

The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted.

The Company is adopting this guidance when it becomes effective in our Annual Report on Form 10-K for the fiscal year ending December 28, 2025.

The Company is expecting to prospectively adopt this guidance when it becomes effective in our Annual Report on Form 10-K for the fiscal year ending December 28, 2025.

Disaggregation of Income Statement Expenses

4 unchanged sentences

The Company is currently evaluating the impact of adopting this guidance on the condensed consolidated financial statements.

Acquisition of Supreme

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

The amendments in ASU 2025-05 provide a practical expedient that allows entities to assume current economic conditions as of the balance sheet date will remain unchanged throughout the reasonable and supportable forecast period when estimating expected credit losses for eligible financial assets, including trade receivables and contract assets.

ASU 2025-05 is effective for fiscal periods beginning after December 15, 2025, including interim periods within those fiscal years.

The Company is currently evaluating the impact of adopting this guidance on the condensed consolidated financial statements.

Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

The amendments in ASU 2025-06 clarify and refine the criteria for capitalizing costs related to internal-use software.

Under the new guidance, capitalization is permitted when both of the following conditions are met:

(i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025-06 is effective for fiscal periods beginning after December 15, 2027, and interim periods thereafter.

The Company is currently evaluating the impact of adopting this guidance on the condensed consolidated financial statements.

American Woodmark

On August 6, 2025, we announced the execution of a definitive agreement whereby the Company will combine with American Woodmark Corporation (“American Woodmark”), a Virginia corporation, in an all-stock transaction.

The Company, Maple Merger Sub, Inc.

(“Merger Sub”), a Virginia corporation and direct, wholly owned subsidiary of the Company, and American Woodmark entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into American Woodmark, with American Woodmark surviving the merger and continuing as a wholly owned subsidiary of the Company (the “Merger”).

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each equity interest of American Woodmark issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive a number of shares of the Company’s common stock equal to 5.15 shares, which collectively will represent approximately 37 percent of the fully diluted shares outstanding of the combined company immediately prior to the execution and delivery of the Merger Agreement.

The closing of the Merger, which is expected to occur in early 2026, is subject to the receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction or waiver of other customary closing conditions.

Both companies received the necessary shareholder approval at their respective special meetings of shareholders held on October 30, 2025.

The Merger Agreement contains certain termination rights for each of the Company and American Woodmark.

Upon termination of the Merger Agreement under specified circumstances, the Company may be required to pay American Woodmark a termination fee of $ 30.0 million or a regulatory termination fee of $ 35.0 million.

In addition, upon termination under specified circumstances, American Woodmark may be required to pay the Company a termination fee of $ 25.0 million.

The Company amended its 2024 Credit Agreement on November 3, 2025 to obtain $375.0 million of delayed draw term loan commitments that will be used to repay and terminate American Woodmark’s existing indebtedness, the funding of which is dependent on the closing of the Merger.

The interest rate of the delayed draw term loans is a variable rate based on the Secured Overnight Financing Rate (“SOFR”), plus, a margin depending on the Company’s net leverage ratio.

The delayed draw term loans will have a maturity coterminous with the revolving credit facility under the 2024 Credit Agreement in June 2029, and there were no material changes to the covenants in place under the 2024 Credit Agreement.

See Note 10, "Debt," for further discussion of our original credit agreement.

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, from GHK Capital Partners LP for $ 520.0 million in cash, subject to customary purchase price adjustments set forth in the merger agreement.

(“Supreme”), a cabinetry company, from GHK Capital Partners LP for $ 520.0 million in cash.

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

4 unchanged sentences

The purchase consideration was $ 527.3 million.

The Company incurred $ 1.9 million and $ 3.5 million of acquisition-related costs in the thirteen and twenty-six weeks ended June 29, 2025 , respectively, and $ 4.4 million of acquisition-related costs for both the thirteen and twenty-six weeks ended June 30, 2024 , which are recorded within selling, general and administrative expenses in the condensed consolidated statements of income.

Dollars presented in millions)

Cash considerations paid to Supreme shareholders $ 336.4

Cash paid for transaction costs of Supreme 13.9

Repayment of Supreme existing indebtedness and accrued interest 178.2

Total Cash Consideration $ 528.5

Purchase price adjustments ( 1.2 )

Total Purchase Consideration $ 527.3

The purchase price of Supreme was allocated on a preliminary basis as of the closing date of July 10, 2024.

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Supreme are recognized and measured at fair value.

Due to the timing of acquisition close, the preliminary fair value estimates and assumptions are subject to change as we obtain additional information over the measurement period of up to one year from the date of acquisition.

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Supreme were recognized and measured at fair value.

Due to the timing of acquisition close, the preliminary fair value estimates and assumptions were subject to change as we obtained additional information over the measurement period of up to one year from the date of acquisition.

Since the initial measurement of the identified assets acquired and liabilities assumed, progress was made in completing certain of our additional valuations and analyses and disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

We finalized our valuation of the identified assets acquired and liabilities assumed during the thirteen weeks ended June 29, 2025.

There were no adjustments to the preliminary valuation of identifiable assets acquired and liabilities assumed during the thirteen and twenty-six weeks ended June 29, 2025 .

We finalized our valuation of the identified assets acquired and liabilities assumed during the period ended June 29, 2025.

There were no adjustments to the preliminary valuation of identifiable assets acquired and liabilities assumed during the twenty-six weeks ended June 29, 2025.

The following table sets forth the allocation of the purchase consideration to the assets acquired and liabilities assumed of Supreme, with the excess recorded to goodwill:

Dollars presented in millions)

Net Assets Acquired Initial Purchase Price Allocation Measurement Period Changes Updated Purchase Price Allocation

Cash and cash equivalents $ 11.8 $ — $ 11.8

Accounts receivable 11.5 — 11.5

Inventories 17.3 ( 0.3 ) 17.0

Other current assets 2.1 ( 0.1 ) 2.0

Property, plant and equipment 115.9 ( 0.5 ) 115.4

Operating lease right-of-use assets 17.6 — 17.6

Other intangible assets 256.9 2.3 259.2

Other assets 1.9 — 1.9

$ 435.0 $ 1.4 $ 436.4

Accounts payable $ 7.2 $ — $ 7.2

Current operating lease liabilities 2.4 — 2.4

Other current liabilities 18.0 — 18.0

Deferred income taxes 69.8 ( 0.6 ) 69.2

Operating lease liabilities 15.1 — 15.1

Other non-current liabilities 0.3 0.3 0.6

$ 112.8 $ ( 0.3 ) $ 112.5

Net Assets Acquired $ 322.2 $ 1.7 $ 323.9

Goodwill 204.9 ( 1.5 ) 203.4

Purchase Consideration $ 527.1 $ 0.2 $ 527.3

The estimated value of Property, Plant and Equipment includes adjustments totaling $ 73.2 million to increase the net book value of $ 42.2 million to the preliminary fair value estimate of $ 115.4 million .

This estimate is based on other comparable acquisitions and historical experience, and preliminary expectations as to the duration of time we expect to realize benefits from those assets.

The estimated fair values of identifiable intangible assets acquired were prepared using an income valuation approach, which requires a forecast of expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method.

The estimated useful lives are based on our historical experience and expectations as to the duration of time we expect to realize benefits from those assets.

We applied significant judgment in determining the fair value of the intangible assets, which involved the use of Level 3 inputs, including estimates and assumptions of forecasted revenue growth rates, estimated earnings, customer attrition rates, assumed royalty rates and market-participant discount rates, as applicable.

The estimated fair values of the identifiable intangible assets acquired, their estimated useful lives and the related valuation methodology are as follows:

Dollars presented in millions)

Asset Type Fair Value Useful Life Valuation Methodology

Customer relationships $ 174.1 17.5 years Multi-period excess earnings

Tradenames 85.1 Indefinite Relief from royalty method

Total other intangible assets $ 259.2

The Company recognized $ 203.4 million of goodwill , of which $ 180.8 million is tax deductible.

The $ 203.4 million of goodwill recognized is attributable to synergies that are expected to enhance and expand the Company’s overall product portfolio and opportunities in new and existing markets, future products that have yet to be determined and Supreme’s assembled workforce.

Pro forma financial information

Net sales and earnings related to the operations of Supreme that have been included in our condensed consolidated statements of income for the thirteen and twenty-six weeks ended June 29, 2025 are as follows:

Dollars presented in millions) 13 Weeks Ended June 29, 2025 26 Weeks Ended June 29, 2025

Net sales and earnings related to the operations of Supreme that have been included in our condensed consolidated statements of income for the thirteen and thirty-nine weeks ended September 28, 2025 are as follows:

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net Sales $ 62.9 $ 60.8 $ 194.4 $ 60.8

Net Income $ 3.7 $ 4.2 $ 13.3 $ 4.2

The following table summarizes, on a pro forma basis, the combined results of operations of Supreme and MasterBrand as though the acquisition and the related financing had occurred as of December 26, 2022.

The pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition of Supreme occurred on December 26, 2022, nor are they indicative of future consolidated operating results.

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions) September 29, 2024 September 29, 2024

Net Sales $ 718.1 $ 2,168.7

Net Income $ 42.0 $ 118.3

These pro forma amounts have been calculated after applying our accounting policies and making certain adjustments, which primarily include:

(i) depreciation adjustments relating to fair value step-ups to property, plant and equipment;

(ii) amortization adjustments relating to fair value estimates of acquired intangible assets;

(iii) incremental interest expense associated with the revolving credit facility used, in part, to fund the acquisition, and related debt issuance costs;

(iv) cost of products sold adjustments relating to fair value step-ups to inventory;

and (v) transaction related costs of both MasterBrand and Supreme.

The Company incurred $ 15.2 million and $ 18.7 million of acquisition-related costs in the thirteen and thirty-nine weeks ended September 28, 2025 , respectively, and $ 15.0 million and $ 19.4 million of acquisition-related costs in the thirteen and thirty-nine weeks ended September 29, 2024 , respectively, which are recorded within selling, general and administrative expenses in the condensed consolidated statements of income.

The acquisition costs in the thirteen and thirty-nine weeks ended September 28, 2025 primarily related to the costs associated with the acquisition of American Woodmark.

The acquisition costs in the thirteen and thirty-nine weeks ended September 29, 2024 related to the costs associated with the acquisition of Supreme.

Revenue from Contracts with Customers

13 unchanged sentences

Obligations arise for us from customer rights to return our goods, including among others, product obsolescence, stock rotations, trade-in agreements for newer products and upon termination of a customer contract.

We estimate future product returns at the time of sale based on historical experience and record a corresponding refund obligation, which amounted to $ 2.1 million and $ 1.9 million as of June 29, 2025 and December 29, 2024, respectively.

We estimate future product returns at the time of sale based on historical experience and record a corresponding refund obligation, which amounted to $ 2.2 million and $ 1.9 million as of September 28, 2025 and December 29, 2024, respectively.

Refund obligations are classified within other current liabilities in our condensed consolidated balance sheets.

1 unchanged sentence

The Company disaggregates revenue from contracts with customers into (i) major sales distribution channels and (ii) total sales to customers by shipping location, as these categories depict the nature, amount, timing and uncertainty of revenues and cash flows that are affected by economic factors.

The following table disaggregates our consolidated revenue by major sales distribution channels and by shipping location for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024 .

The following table disaggregates our consolidated revenue by major sales distribution channels and by shipping location for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024 .

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Dollars presented in millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net Sales by Channel

25 unchanged sentences

All provisions for allowances for doubtful collection of accounts are included in selling, general and administrative expenses.

The following table summarizes the activity for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024:

The following table summarizes the activity for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024:

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Dollars presented in millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Beginning balance $ 1.3 $ 2.8 $ 3.0 $ 4.6

4 unchanged sentences

Earnings Per Share

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024:

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024:

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions, except per share amounts) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Dollars presented in millions, except per share amounts) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Numerator for basic and diluted earnings per share - Net income $ 18.1 $ 29.1 $ 68.7 $ 111.9

5 unchanged sentences

Diluted $ 0.14 $ 0.22 $ 0.53 $ 0.86

Approximately 2.2 million and 0.7 million shares were excluded from the calculation of diluted earnings per share for the thirteen and twenty-six weeks ended June 29, 2025, respectively, and approximately 0.9 million and 1.0 million shares were excluded from the calculation of diluted earnings per share for the thirteen and twenty-six weeks ended June 30, 2024, respectively, because their inclusion would have been anti-dilutive.

Approximately 0.4 million shares were excluded from the calculation of diluted earnings per share for both the thirteen and thirty-nine weeks ended September 28, 2025, because their inclusion would have been anti-dilutive.

Balance Sheet Information

Supplemental information on our condensed consolidated balance sheets is as follows:

Dollars presented in millions) June 29, 2025 December 29, 2024

Dollars presented in millions) September 28, 2025 December 29, 2024

Raw materials and supplies $ 187.5 $ 197.2

12 unchanged sentences

Accrued salaries, wages and other compensation $ 50.4 $ 54.9

Interest payable 23.0 25.5

Accrued income and other taxes 13.6 14.2

Accrued restructuring 9.0 4.9

Interest payable 10.7 25.5

Accrued product warranties 7.4 9.3

Accrued restructuring 7.0 4.9

Derivative payable — 5.7

2 unchanged sentences

Goodwill and Identifiable Intangible Assets

We had goodwill of $ 1,127.6 million and $ 1,125.8 million as of June 29, 2025 and December 29, 2024, respectively.

We had goodwill of $ 1,126.9 million and $ 1,125.8 million as of September 28, 2025 and December 29, 2024, respectively.

The change in the net carrying amount of goodwill was as follows:

2 unchanged sentences

2025 translation adjustments 1.1

Balance at June 29, 2025

The gross carrying value and accumulated amortization by class of intangible assets as of June 29, 2025 and December 29, 2024 were as follows:

June 29, 2025 December 29, 2024

Balance at September 28, 2025

The gross carrying value and accumulated amortization by class of intangible assets as of September 28, 2025 and December 29, 2024 were as follows:

September 28, 2025 December 29, 2024

Dollars presented in millions) Gross

10 unchanged sentences

Total identifiable intangibles $ 824.6 $ ( 271.3 ) $ 553.3 $ 822.5 $ ( 251.2 ) $ 571.3

There were no impairments of goodwill or indefinite-lived assets for the thirteen and twenty-six weeks ended June 29, 2025 .

There were no impairments of goodwill or indefinite-lived assets for the thirteen and thirty-nine weeks ended September 28, 2025 .

The Company tests goodwill and indefinite-lived intangibles for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate the asset might be impaired.

There were no triggering events requiring an impairment assessment be conducted in the thirteen and twenty-six weeks ended June 29, 2025.

There were no triggering events requiring an impairment assessment be conducted in the thirteen and thirty-nine weeks ended September 28, 2025.

However, it is possible that future changes in circumstances would require the Company to record non-cash impairment charges.

10 unchanged sentences

In all periods presented, the recognized gain or loss on the derivative instrument, as well as the offsetting gain or loss on the hedged item, are recognized in cost of products sold on the condensed consolidated statements of income.

• Derivative instruments that are designated as fair value hedges - The gain or loss on the derivative instrument, as well as the offsetting gain or loss on the hedged item, are recognized in other expense, net on the condensed consolidated statements of income.

• Derivative instruments that are designated as fair value hedges - The gain or loss on the derivative instrument, as well as the offsetting gain or loss on the hedged item, are recognized in other expense (income), net on the condensed consolidated statements of income.

• Derivative instruments that are designated as net investment hedges - The changes in fair value of the derivative instrument are recognized in the condensed consolidated statements of income when realized upon sale or upon complete or substantially complete liquidation of the investment in the foreign entity.

As of and for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024, we have only entered into foreign currency forward contracts, some of which have been designated as fair value hedges and some of which have been designated as cash flow hedges.

As of and for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024, we have only entered into foreign currency forward contracts, some of which have been designated as fair value hedges and some of which have been designated as cash flow hedges.

We may enter into foreign currency forward contracts to protect against foreign exchange risks associated with certain existing assets and liabilities, forecasted future cash flows and net investments in foreign subsidiaries.

2 unchanged sentences

The gross U.S.

dollar equivalent notional amount of all foreign currency derivative hedges outstanding at June 29, 2025, was $ 85.4 million, representing a net settlement asset of $ 4.9 million.

Based on foreign exchange rates as of June 29, 2025 , we estimate that the $ 4.5 million of net derivative gains associated with cash flow hedges and included in accumulated other comprehensive inco me as of June 29, 2025, will be reclassified to earnings within the next twelve months.

The fair values of foreign exchange derivative instruments on the condensed consolidated balance sheets as of June 29, 2025 and December 29, 2024 were:

Dollars presented in millions) Location June 29, 2025 December 29, 2024

dollar equivalent notional amount of all foreign currency derivative hedges outstanding at September 28, 2025, was $ 82.4 million, representing a net settlement asset of $ 5.7 million.

Based on foreign exchange rates as of September 28, 2025 , we estimate that the $ 4.8 million of net derivative gains associated with cash flow hedges and included in accumulated other comprehensive inco me as of September 28, 2025, will be reclassified to earnings within the next twelve months.

The fair values of foreign exchange derivative instruments on the condensed consolidated balance sheets as of September 28, 2025 and December 29, 2024 were:

Dollars presented in millions) Location September 28, 2025 December 29, 2024

Foreign exchange contracts Other current assets $ 5.7 $ —

2 unchanged sentences

Total liabilities $ — $ 5.7

The effects of cash flow hedging financial instruments included within the condensed consolidated statements of comprehensive income for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024 are presented in the table below.

The effects of cash flow hedging financial instruments included within the condensed consolidated statements of comprehensive income for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024 are presented in the table below.

When the hedged item affects earnings, amounts are reclassed out of accumulated other comprehensive loss and recognized as a component of cost of products sold.

2 unchanged sentences

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Dollars presented in millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Foreign exchange contracts:

2 unchanged sentences

Unrealized gains (losses) on derivatives $ 0.3 $ ( 2.1 ) $ 9.8 $ ( 7.3 )

The effects of fair value hedging financial instruments included in other expense, net on the condensed consolidated statements of income for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024 were:

The effects of fair value hedging financial instruments included in other expense, net on the condensed consolidated statements of income for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024 were:

Amount Recognized in Earnings

1 unchanged sentence

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Dollars presented in millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Foreign exchange contracts:

1 unchanged sentence

Derivatives designated as hedging instruments — ( 0.1 ) — —

Net (losses) gains recognized in earnings $ ( 0.3 ) $ 0.1 $ ( 0.5 ) $ —

Net gains (losses) recognized in earnings $ 0.1 $ — $ ( 0.4 ) $ —

Fair Value Measurements

4 unchanged sentences

We do not have any assets or liabilities measured at fair value on a recurring basis that are Level 3, except for certain assumptions in estimating the fair value of indefinite-lived tradenames, as discussed in Note 3, "Acquisition of Supreme," and Note 9, "Goodwill and Identifiable Intangible Assets," in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

Assets and liabilities measured at fair value on a recurring basis as of June 29, 2025 and December 29, 2024 were as follows:

Dollars presented in millions) June 29, 2025 December 29, 2024

Assets and liabilities measured at fair value on a recurring basis as of September 28, 2025 and December 29, 2024 were as follows:

Dollars presented in millions) September 28, 2025 December 29, 2024

Derivative asset financial instruments (Level 2) $ 5.7 $ —

5 unchanged sentences

The estimated fair value of the Company's debt, including current maturities, is based on Level 2 inputs, being market quotes or values for similar instruments, and interest rates currently available to the Company for the issuance of debt with similar terms and remaining maturities, at a discount rate for the remaining principal payments.

As of June 29, 2025, the fair value of total debt was $ 1,024.1 million compared to the carrying value of $ 1,010.0 million, excluding deferred financing costs.

As of September 28, 2025, the fair value of total debt was $ 990.4 million compared to the carrying value of $ 965.0 million, excluding deferred financing costs.

As of December 29, 2024, the fair value of total debt was $ 1,025.3 million compared to the carrying value of $ 1,020.0 million , excluding deferred financing costs.

The following table provides a summary of the Company’s debt as of June 29, 2025 and December 29, 2024, including the carrying value of the debt less debt issuance costs:

June 29, 2025 December 29, 2024

The following table provides a summary of the Company’s debt as of September 28, 2025 and December 29, 2024, including the carrying value of the debt less debt issuance costs:

September 28, 2025 December 29, 2024

Dollars presented in millions) Long-term Long-term

12 unchanged sentences

Interest on the Senior Notes accrues at a rate of 7.00 percent per annum and is payable semi-annually in arrears on January 15 and July 15, beginning on January 15, 2025.

The Senior Notes had an outstanding balance of $ 700.0 million as of June 29, 2025.

As of June 29, 2025, prepaid debt issuance costs related to the Senior Notes were $ 11.3 million and are being amortized over the term of the debt.

The Senior Notes had an outstanding balance of $ 700.0 million as of September 28, 2025.

As of September 28, 2025, prepaid debt issuance costs related to the Senior Notes were $ 10.9 million and are being amortized over the term of the debt.

These costs are included in long-term debt in our condensed consolidated balance sheets.

The Company was in compliance with all of its debt covenants under the Indenture as of June 29, 2025 and December 29, 2024.

The Company was in compliance with all of its debt covenants under the Indenture as of September 28, 2025 and December 29, 2024.

The 2024 Credit Agreement provides for a 5 -year , $ 750.0 million revolving credit facility.

7 unchanged sentences

The occurrence of an event of default could result in the termination of commitments under the revolving credit facility, the acceleration of all outstanding amounts thereunder and the requirement to cash collateralize outstanding letters of credit.

The Company was in compliance with all of its debt covenants under the 2024 Credit Agreement as of June 29, 2025 and December 29, 2024.

The revolving credit facility had an outstanding balance of $ 310.0 million as of June 29, 2025 and had $ 418.6 million of availability.

The Company was in compliance with all of its debt covenants under the 2024 Credit Agreement as of September 28, 2025 and December 29, 2024.

The revolving credit facility had an outstanding balance of $ 265.0 million as of September 28, 2025 and had $ 461.9 million of availability.

Availability under the $ 750.0 million revolving credit facility is reduced by the outstanding balance under the revolving credit facility and outstanding letters of credit.

As of June 29, 2025, prepaid debt issuance costs related to the 2024 Credit Agreement were $ 4.1 million and will be amortized over the term of the debt.

At June 29, 2025, these costs are included in other assets in our condensed consolidated balance sheets.

Interest paid on debt was $ 6.0 million and $ 39.4 million for the thirteen and twenty-six weeks ended June 29, 2025, respectively, and $ 13.9 million and $ 28.0 million for the thirteen and twenty-six weeks ended June 30, 2024 , respectively.

As of September 28, 2025, prepaid debt issuance costs related to the 2024 Credit Agreement were $ 3.9 million and will be amortized over the term of the debt.

At September 28, 2025, these costs are included in other assets in our condensed consolidated balance sheets.

Interest paid on debt was $ 29.7 million and $ 69.1 million for the thirteen and thirty-nine weeks ended September 28, 2025, respectively, and $ 6.7 million and $ 34.7 million for the thirteen and thirty-nine weeks ended September 29, 2024 , respectively.

Restructuring Charges

For the thirteen and twenty-six weeks ended June 29, 2025 , we recognized restructuring charges of $ 6.6 million and $ 11.3 million, respectively.

For the thirteen and twenty-six weeks ended June 30, 2024, we recognized restructuring charges of $ 2.8 million and $ 3.2 million, respectively.

For the thirteen and thirty-nine weeks ended September 28, 2025 , we recognized restructuring charges of $ 2.6 million and $ 13.9 million, respectively.

For the thirteen and thirty-nine weeks ended September 29, 2024, we recognized restructuring charges of $ 7.8 million and $ 11.0 million, respectively.

Restructuring charges for all periods presented are largely related to severance costs and other associate-related costs in order to better align our workforce with our forecasted demand within our manufacturing footprint.

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Dollars presented in millions) Balance at

March 30, 2025 Provision Cash Expenditures (a)

Writeoffs Balance at June 29, 2025

June 29, 2025 Provision Cash Expenditures (a)

Writeoffs Balance at September 28, 2025

Workforce reduction costs $ 9.0 $ 1.5 $ ( 3.4 ) $ — $ 7.1

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Dollars presented in millions) Balance at

March 31, 2024

June 30, 2024

Provision Cash Expenditures (a)

Writeoffs Balance at June 30, 2024

Writeoffs Balance at September 29, 2024

Workforce reduction costs $ 1.4 $ 5.7 $ ( 2.7 ) $ — $ 4.4

2 unchanged sentences

Dollars presented in millions) Balance at December 29, 2024 Provision Cash Expenditures (a)

Writeoffs Balance at June 29, 2025

Writeoffs Balance at September 28, 2025

Workforce reduction costs $ 4.8 $ 10.6 $ ( 8.3 ) $ — $ 7.1

2 unchanged sentences

Dollars presented in millions) Balance at December 31, 2023 Provision Cash Expenditures (a)

Writeoffs Balance at June 30, 2024

Writeoffs Balance at September 29, 2024

Workforce reduction costs $ 1.3 $ 7.7 $ ( 4.6 ) $ — $ 4.4

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(a) Cash expenditures primarily related to severance charges.

The effective income tax rates for the thirteen weeks ended June 29, 2025 and June 30, 2024, were 23.9 percent and 24.6 percent, respectively.

The net decrease in the effective tax rate between the periods is primarily due to lower state and local income taxes and changes in foreign exclusions, partially offset by an increase in the valuation allowance and a reduction in the stock compensation windfall benefit for shares which vested.

The difference between our effective income tax rate for the thirteen weeks ended June 29, 2025, and the U.S.

statutory rate of 21.0 percent is due to the unfavorable impact of net changes in state and local income taxes, nondeductible compensation, foreign income taxed at higher rates, an increase in the valuation allowance and foreign income inclusions net of foreign tax credits.

These were partially offset by the release of uncertain tax positions and foreign exclusions .

The difference between our effective income tax rate for the thirteen weeks ended June 30, 2024, and the U.S.

statutory rate of 21.0 percent is due to the unfavorable impact of state and local income taxes, nondeductible compensation and foreign income inclusions with offsetting tax credits, partially offset by the stock compensation windfall benefit for shares which vested and the mix of earnings in jurisdictions with differing tax rates.

The effective income tax rates for the twenty-six weeks ended June 29, 2025 and June 30, 2024, were 23.7 percent and 24.1 percent, respectively.

The net decrease in effective tax rate between the periods is primarily due to lower state and local income taxes, changes in foreign exclusions and favorable return-to-provision adjustments, partially offset by an increase in the valuation allowance and a reduction in the stock compensation windfall benefit for shares which vested.

The difference between our effective income tax rate for the twenty-six weeks ended June 29, 2025, and the U.S.

statutory rate of 21.0 percent is primarily due to the unfavorable impact of net changes in state and local income taxes, nondeductible compensation, foreign income taxed at higher rates, an increase in the valuation allowance and foreign income inclusions net of foreign tax credits.

These were partially offset by the release of uncertain tax positions, the stock compensation windfall benefit for shares which vested, and foreign exclusions.

The difference between the Company’s effective income tax rate for the twenty-six weeks ended June 30, 2024, and the U.S.

statutory rate of 21.0 percent is due to the unfavorable impact of state and local income taxes, foreign income inclusions with offsetting tax credits and nondeductible compensation, partially offset by the stock compensation windfall benefit for shares which vested and the mix of earnings in jurisdictions with differing tax rates.

The effective income tax rates for the thirteen weeks ended September 28, 2025 and September 29, 2024, were 22.6 percent and 26.1 percent, respectively.

The net decrease in the effective tax rate between the periods is primarily due to favorable changes in foreign exclusions, lower state and local income taxes, return-to-provision adjustments, and foreign income inclusions with offsetting tax credits.

These were partially offset by increases in the valuation allowance and nondeductible compensation.

The difference between our effective income tax rate for the thirteen weeks ended September 28, 2025, and the U.S.

statutory rate of 21.0 percent is primarily due to the unfavorable impact of nondeductible compensation, state and local income taxes, increases in the valuation allowance and foreign income inclusions net of foreign tax credits.

These were partially offset by foreign exclusions and favorable return-to-provision adjustments .

The difference between our effective income tax rate for the thirteen weeks ended September 29, 2024, and the U.S.

statutory rate of 21.0 percent is primarily due to the unfavorable impact of state and local income taxes, nondeductible compensation, nondeductible acquisition-related transaction costs and foreign income inclusions with offsetting tax credits.

These were partially offset by favorable return-to-provision adjustments and the mix of earnings in jurisdictions with differing tax rates.

The effective income tax rates for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, were 23.4 percent and 24.6 percent, respectively.

The net decrease in effective tax rate between the periods is primarily due to changes in foreign exclusions, lower state and local income taxes, and changes in foreign income inclusions with offsetting tax credits.

These were partially offset by increases in the valuation allowance, nondeductible compensation, reductions in favorable return-to provision adjustments and the stock compensation windfall benefit for shares which vested.

The difference between our effective income tax rate for the thirty-nine weeks ended September 28, 2025, and the U.S.

statutory rate of 21.0 percent is primarily due to the unfavorable impact of nondeductible compensation, net changes in state and local income taxes, and increases in the valuation allowance.

These were partially offset by foreign exclusions, favorable return-to-provision adjustments and the release of uncertain tax positions.

The difference between the Company’s effective income tax rate for the thirty-nine weeks ended September 29, 2024, and the U.S.

statutory rate of 21.0 percent is primarily due to the unfavorable impact of state and local income taxes, foreign income inclusions with offsetting tax credits, nondeductible compensation and nondeductible acquisition-related transaction costs, partially offset by favorable return-to-provision adjustments , the stock compensation windfall benefit for shares which vested and the mix of earnings in jurisdictions with differing tax rates.

On July 4, 2025, the “One Big Beautiful Bill Act” (“OBBBA”) was enacted into U.S.

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In June 2025, the insurance company began paying plan benefits to eligible plan participants through the group annuity contracts.

As a result of the settlement, the Company recognized a non-cash settlement charge of $ 0.2 million recorded within other income, net in the accompanying condensed consolidated statements of income for the twenty-six weeks ended June 29, 2025.

As a result of the termination of the defined benefit pension plan, the Company recognized a surplus in plan assets of $ 5.2 million, recorded within other current assets in the accompanying condensed consolidated balance sheet as of June 29, 2025 .

The Company intends to use the surplus to satisfy other Company obligations for qualified replacement plans.

The components of net periodic cost for pension and other postretirement plans for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively, are as set forth in the table below.

The components of net periodic cost for pension and other postretirement plans for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively, are as set forth in the table below.

Service cost is classified as either a component of cost of products sold or within selling, general and administrative expenses in the condensed consolidated statements of income, based on the nature of the job responsibilities of the associates participating in the plans.

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13 Weeks Ended 13 Weeks Ended

Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Dollars presented in millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Service cost $ — $ — $ 0.1 $ 0.1

1 unchanged sentence

Expected return on plan assets — ( 1.0 ) — —

Settlement charge ( 0.1 ) — — —

Net periodic cost $ — $ 0.3 $ 0.2 $ 0.2

1 unchanged sentence

39 Weeks Ended 39 Weeks Ended

Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Dollars presented in millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Service cost $ — $ — $ 0.4 $ 0.4

9 unchanged sentences

Warranty expense is determined based on historic claim experience and the nature of the product category.

The following table summarizes activity related to our product warranty liability for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024.

The following table summarizes activity related to our product warranty liability for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024.

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Dollars presented in millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Reserve balance at the beginning of the period $ 7.9 $ 10.6 $ 9.3 $ 12.9

14 unchanged sentences

In order to prevent the 2018 tax year from further audit by the SAT, the Company has filed an action to declare this annulment final in the specialized court of trade and customs in Monterrey, Nuevo Leon, Sala Especializada en Materia de Comercio Exterior y Auxiliar – Noreste, Tribunal Federal de Justicia Administrativa.

We reserved an immaterial amount related to the 2018 tax year audit as our best estimate of our probable liability as of June 29, 2025 and December 29, 2024.

We reserved an immaterial amount related to the 2018 tax year audit as our best estimate of our probable liability as of September 28, 2025 and December 29, 2024.

While we cannot predict with certainty the outcome of any future review relating to the 2018 tax year or other open tax years, based on currently known information, we believe our risk of additional loss is remote and not estimable.

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We reserve for remediation activities to clean up potential environmental liabilities as required by federal and state laws based on our best estimate of undiscounted future costs, excluding possible insurance recoveries or recoveries from other third parties.

There were no material environmental accruals as of June 29, 2025 and December 29, 2024.

There were no material environmental accruals as of September 28, 2025 and December 29, 2024.

Accumulated Other Comprehensive Loss

1 unchanged sentence

It includes currency translation gains and losses, realized gains and losses from derivative instruments designated as cash flow hedges, and defined benefit plan adjustments.

The after-tax components of and changes in accumulated other comprehensive loss for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024 were as follows:

The after-tax components of and changes in accumulated other comprehensive loss for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024 were as follows:

Dollars presented in millions) Foreign

5 unchanged sentences

(Loss) Income

Balance at March 30, 2025 $ ( 22.4 ) $ ( 1.1 ) $ 0.3 $ ( 23.2 )

Amounts classified into accumulated other comprehensive income 12.5 5.8 — 18.3

Balance at June 29, 2025 $ ( 9.9 ) $ 4.5 $ 0.3 $ ( 5.1 )

Amounts classified into accumulated other comprehensive (loss) income ( 0.1 ) 2.5 — 2.4

Amounts reclassified into earnings — ( 2.2 ) — ( 2.2 )

Net current period other comprehensive income 12.5 5.6 — 18.1

Net current period other comprehensive (loss) income ( 0.1 ) 0.3 — 0.2

Balance at September 28, 2025 $ ( 10.0 ) $ 4.8 $ 0.3 $ ( 4.9 )

Balance at June 30, 2024 $ ( 7.7 ) $ ( 3.0 ) $ ( 10.0 ) $ ( 20.7 )

Balance at March 31, 2024 $ 3.0 $ 3.5 $ ( 10.0 ) $ ( 3.5 )

Amounts classified into accumulated other comprehensive loss ( 4.0 ) ( 4.1 ) — ( 8.1 )

1 unchanged sentence

Net current period other comprehensive loss ( 4.0 ) ( 2.1 ) — ( 6.1 )

Balance at June 30, 2024 $ ( 7.7 ) $ ( 3.0 ) $ ( 10.0 ) $ ( 20.7 )

Balance at September 29, 2024 $ ( 11.7 ) $ ( 5.1 ) $ ( 10.0 ) $ ( 26.8 )

Dollars presented in millions) Foreign

9 unchanged sentences

Net current period other comprehensive income 13.6 9.8 4.4 27.8

Balance at June 29, 2025 $ ( 9.9 ) $ 4.5 $ 0.3 $ ( 5.1 )

Balance at September 28, 2025 $ ( 10.0 ) $ 4.8 $ 0.3 $ ( 4.9 )

Balance at December 31, 2023 $ 4.1 $ 2.2 $ ( 10.0 ) $ ( 3.7 )

2 unchanged sentences

Net current period other comprehensive loss ( 15.8 ) ( 7.3 ) — ( 23.1 )

Balance at June 30, 2024 $ ( 7.7 ) $ ( 3.0 ) $ ( 10.0 ) $ ( 20.7 )

Balance at September 29, 2024 $ ( 11.7 ) $ ( 5.1 ) $ ( 10.0 ) $ ( 26.8 )

Stock Repurchase Programs

6 unchanged sentences

We may limit or terminate the 2025 Share Repurchase Authorization at any time.

During the thirteen and twenty-six weeks ended June 29, 2025, we repurchased 576,445 and 1,415,429 shares of our common stock under our 2023 and 2025 Share Repurchase Authorizations, respectively.

The shares were repurchased at a cost of approximately $ 6.7 million and $ 18.1 million, respectively, or an average of $ 11.69 and $ 12.82 per share, respectively.

During the thirteen and twenty-six weeks ended June 30, 2024, we repurchased 267,499 and 371,499 shares of our common stock under the 2023 Share Repurchase Authorization, respectively.

The shares were repurchased at a cost of approximately $ 4.6 million and $ 6.5 million, respectively, or an average of $ 17.30 and $ 17.58 per share, respectively.

As of June 29, 2025, $ 47.4 million remained authorized for the purchase of shares under the 2025 Share Repurchase Authorization.

During the thirteen weeks ended September 28, 2025, we did not repurchase any shares of our common stock.

During the thirty-nine weeks ended September 28, 2025, we repurchased 1,415,429 shares of our common stock under our 2023 and 2025 Share Repurchase Authorizations.

The shares were repurchased at a cost of approximately $ 18.1 million, or an average of $ 12.82 per share.

During the thirteen weeks ended September 29, 2024, we did not repurchase any shares of our common stock.

During the thirty-nine weeks ended September 29, 2024 , we repurchased 371,499 shares of our common stock under the 2023 Share Repurchase Authorization.

The shares were repurchased at a cost of approximately $ 6.5 million, or an average of $ 17.58 per share.

As of September 28, 2025, $ 47.4 million remained authorized for the purchase of shares under the 2025 Share Repurchase Authorization.

Segment Information

8 unchanged sentences

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Dollars presented in millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net sales $ 698.9 $ 718.1 $ 2,090.1 $ 2,032.7

8 unchanged sentences

Interest expense 18.2 20.0 56.5 54.7

Other income, net ( 0.6 ) ( 2.9 ) ( 0.2 ) ( 3.2 )

Other expense (income), net 0.1 ( 1.8 ) ( 0.1 ) ( 5.0 )

Income tax expense 5.3 10.3 21.0 36.6

3 unchanged sentences

The CODM does not review segment assets at a different asset level or category.

Subsequent Events

The Company, Maple Merger Sub, Inc.

The closing of the Merger, which is expected to occur in early 2026, is subject to approval by stockholders of the Company and American Woodmark, respectively, as well as other customary closing conditions, including, without limitation, the absence of certain legal impediments and the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The Merger Agreement contains certain termination rights for each of the Company and American Woodmark.

Upon termination of the Merger Agreement under specified circumstances, the Company may be required to pay American Woodmark a termination fee of $ 30 million or a regulatory termination fee of $ 35 million.

In addition, upon termination under specified circumstances, American Woodmark may be required to pay the Company a termination fee of $ 25 million.

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-Q

Item 1. Financial Statements