1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended ("Exchange Act").
−Removed: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 29, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended ("Exchange Act").
+Added: Based on this evaluation, our principal executive officer and principal financial officer, concluded that, as of December 28, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
−Removed: Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).
+Added: Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
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 28, 2025.
−Removed: The Company completed the Supreme acquisition on July 10, 20 24.
−Removed: 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.
−Removed: 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 28, 2025, as stated in their report, which appears herein.
Changes in Internal Control over Financial Reporting
−Removed: We are currently integrating the processes and internal controls of Supreme.
−Removed: 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.
+Added: There have been no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter ended December 28, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
11 unchanged sentences
The information required by this item is incorporated by reference from the applicable information set forth in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC.
−Removed: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by this item is incorporated by reference from the applicable information set forth in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC.
1 unchanged sentence
The information required by this item is incorporated by reference from the applicable information set forth in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC.
−Removed: Principal Accounting Fees and Services
+Added: Principal Accountant Fees and Services
The information required by this item is incorporated by reference from the applicable information set forth in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC.
27 unchanged sentences
001-41545) July 11, 2024
+Added: Agreement and Plan of Merger, dated as of August 5, 2025, by and among MasterBrand, Inc., Maple Merger Sub, Inc., and American Woodmark Corporation
+Added: Current Report on Form 8-K (File No.
+Added: 001-41545) August 6, 2025
Corrected and Amended and Restated Certificate of Incorporation of MasterBrand, Inc., effective August 7, 2023
1 unchanged sentence
August 9, 2023
−Removed: Amended and Restated Bylaws of MasterBrand, Inc., effective September 4, 2024
+Added: Amended and Restated Bylaws of MasterBrand, Inc., effective June 4, 2025
Current Report on Form 8-K
−Removed: September 4, 2024
+Added: 001-41545) June 4, 2025
Description of Securities
31 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
−Removed: Current Report on Form 10-K
−Removed: 001-41545) February 27, 2024
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.
1 unchanged sentence
June 27, 2024
+Added: First Amendment to Amended and Restated Credit Agreement, dated as of November 3, 2025, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
+Added: Current Report on Form 10-Q
+Added: November 5, 2025
Insider Trading Policy (x)
71 unchanged sentences
Valuation allowance for deferred tax assets
+Added: 1.2 ( 0.2 ) — 1.0
(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.
3 unchanged sentences
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.