MasterBrand, Inc. 10-K

Item 8. Financial Statements and Supplementary Data MasterBrand, Inc. CONSOLIDATED STATEMENTS OF INCOME For years ended (U.S. Dollars presented in millions, except per share amounts) 2025 2024 2023 NET SALES $ 2,734.7 $ 2,700.4 $ 2,726.2 Cost of products sold 1,907.1 1,823.4 1,824.8 GROSS PROFIT 827.6 877.0 901.4 Selling, general and administrative expenses 667.8 603.1 569.7 Amortization of intangible assets 25.6 20.2 15.3 Restructuring charges 15.2 18.0 10.1 OPERATING INCOME 119.0 235.7 306.3 Interest expense 74.1 74.0 65.2 Gain on sale of asset — ( 4.3 ) — Other (income) expense, net ( 1.4 ) ( 2.3 ) 2.4 INCOME BEFORE TAXES 46.3 168.3 238.7 Income tax expense 19.6 42.4 56.7 NET INCOME $ 26.7 $ 125.9 $ 182.0 Average Number of Shares of Common Stock Outstanding Basic 127.0 127.1 127.8 Diluted 129.2 130.9 129.9 Earnings Per Common Share Basic $ 0.21 $ 0.99 $ 1.42 Diluted $ 0.21 $ 0.96 $ 1.40 See Notes to Consolidated Financial Statements. 42 Table of Contents MasterBrand, Inc. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For years ended (U.S. Dollars presented in millions) 2025 2024 2023 NET INCOME $ 26.7 $ 125.9 $ 182.0 Other comprehensive income (loss), before tax: Foreign currency translation adjustments 19.2 ( 27.7 ) 12.1 Unrealized gains (losses) on derivatives: Unrealized holding gains (losses) arising during period 12.0 ( 10.1 ) 9.6 Less: reclassification adjustment for (gains) losses included in net income ( 2.1 ) 2.9 ( 10.2 ) Unrealized gains (losses) on derivatives 9.9 ( 7.2 ) ( 0.6 ) Defined benefit plans: Net actuarial gains (losses) arising during period 6.2 5.3 ( 4.1 ) Less: Amortization of net actuarial (gain) loss and curtailment ( 0.4 ) 2.6 3.2 Defined benefit plans 5.8 7.9 ( 0.9 ) Other comprehensive income (loss), before tax 34.9 ( 27.0 ) 10.6 Income tax (expense) benefit related to items of other comprehensive income ( 1.4 ) ( 2.0 ) 0.2 Other comprehensive income (loss), net of tax 33.5 ( 29.0 ) 10.8 COMPREHENSIVE INCOME $ 60.2 $ 96.9 $ 192.8 See Notes to Consolidated Financial Statements. 43 Table of Contents MasterBrand, Inc. CONSOLIDATED BALANCE SHEETS (U.S. Dollars presented in millions) December 28, 2025 December 29, 2024 ASSETS Current assets Cash and cash equivalents $ 183.3 $ 120.6 Accounts receivable, net 150.4 191.0 Inventories 269.1 276.4 Other current assets 93.1 62.7 TOTAL CURRENT ASSETS 695.9 650.7 Property, plant and equipment, net of accumulated depreciation 503.1 481.5 Operating lease right-of-use assets, net of accumulated amortization 189.1 66.4 Goodwill 1,127.5 1,125.8 Other intangible assets, net of accumulated amortization 547.7 571.3 Other assets 37.1 34.1 TOTAL ASSETS $ 3,100.4 $ 2,929.8 LIABILITIES AND EQUITY Current liabilities Accounts payable 203.7 180.7 Current operating lease liabilities 24.3 19.5 Other current liabilities 187.7 195.2 TOTAL CURRENT LIABILITIES 415.7 395.4 Long-term debt 974.5 1,007.8 Deferred income taxes 171.6 158.7 Pension and other postretirement plan liabilities 3.9 3.2 Operating lease liabilities 175.2 55.0 Other non-current liabilities 14.9 15.0 TOTAL LIABILITIES 1,755.8 1,635.1 Commitments (Note 16) and Contingencies and Accrued Losses (Note 17) Equity Common stock (par value $ 0.01 per share; authorized 750.0 million shares; 132.6 million shares issued and 127.2 million outstanding as of December 28, 2025; 130.9 million shares issued and 127.6 million outstanding as of December 29, 2024) 1.3 1.3 Paid-in capital 55.8 39.7 Treasury stock, at cost ( 70.4 ) ( 44.0 ) Accumulated other comprehensive income (loss) 0.8 ( 32.7 ) Retained earnings 1,357.1 1,330.4 TOTAL EQUITY 1,344.6 1,294.7 TOTAL LIABILITIES AND EQUITY $ 3,100.4 $ 2,929.8 See Notes to Consolidated Financial Statements. 44 Table of Contents MasterBrand, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS For years ended (U.S. Dollars presented in millions) 2025 2024 2023 OPERATING ACTIVITIES Net income $ 26.7 $ 125.9 $ 182.0 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 67.9 57.1 49.0 Amortization of intangibles 25.6 20.2 15.3 Restructuring charges, net of cash payments ( 1.7 ) 10.5 ( 9.4 ) Write-off and amortization of finance fees 2.7 8.9 2.2 Stock-based compensation 16.1 21.9 17.8 Provision for bad debt 17.8 0.4 1.9 Recognition of actuarial losses and settlement charges ( 0.4 ) 2.7 2.9 Deferred taxes 12.8 4.6 ( 5.7 ) Changes in operating assets and liabilities: Accounts receivable 24.0 21.3 86.2 Inventories 8.0 ( 10.7 ) 123.6 Other current assets ( 22.4 ) ( 5.7 ) 2.1 Accounts payable 15.7 23.8 ( 69.4 ) Accrued expenses and other current liabilities 3.6 3.4 17.2 Other items ( 0.7 ) 7.7 ( 10.1 ) NET CASH PROVIDED BY OPERATING ACTIVITIES 195.7 292.0 405.6 INVESTING ACTIVITIES Capital expenditures (a) ( 78.2 ) ( 80.9 ) ( 57.3 ) Proceeds from the disposition of assets 3.8 14.6 0.4 Acquisition of business, net of cash acquired — ( 514.5 ) — NET CASH USED IN INVESTING ACTIVITIES ( 74.4 ) ( 580.8 ) ( 56.9 ) FINANCING ACTIVITIES Proceeds from revolving credit facility borrowings 240.0 470.0 255.0 Issuance of long-term debt — 700.0 — Repayment of revolving credit facility borrowings ( 275.0 ) ( 150.0 ) ( 490.0 ) Repayment of term loan — ( 712.5 ) ( 37.5 ) Payment of financing fees ( 1.8 ) ( 17.8 ) — Repurchase of common stock ( 18.1 ) ( 6.5 ) ( 22.0 ) Payments of employee taxes withheld from share-based awards ( 8.3 ) ( 11.4 ) ( 4.0 ) Other items ( 2.5 ) ( 2.2 ) ( 1.4 ) NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ( 65.7 ) 269.6 ( 299.9 ) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 6.7 ( 7.9 ) ( 1.2 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH $ 62.3 $ ( 27.1 ) $ 47.6 Cash, cash equivalents, and restricted cash at beginning of period $ 121.6 $ 148.7 $ 101.1 Cash, cash equivalents, and restricted cash at end of period $ 183.9 $ 121.6 $ 148.7 Cash and cash equivalents $ 183.3 $ 120.6 $ 148.7 Restricted cash included in other assets 0.6 1.0 — Total cash, cash equivalents and restricted cash $ 183.9 $ 121.6 $ 148.7 (a) Capital expenditures of $ 9.2 million, $ 3.4 million and $ 2.3 million that have not been paid as of December 28, 2025, December 29, 2024 and December 31, 2023, respectively, were excluded from the Consolidated Statements of Cash Flows. See Notes to Consolidated Financial Statements. 45 Table of Contents MasterBrand, Inc. CONSOLIDATED STATEMENTS OF EQUITY Common Stock (U.S. Dollars and shares presented in millions) Shares Amount Paid-In Capital Treasury stock, at cost Accumulated Other Comprehensive (Loss) Income Retained Earnings Total Equity Balance at December 25, 2022 128.0 $ 1.3 $ — $ ( 0.1 ) $ ( 14.5 ) $ 1,022.5 $ 1,009.2 Comprehensive income: Net income — — — — — 182.0 182.0 Other comprehensive income — — — — 10.8 — 10.8 Stock-based compensation 0.7 — 17.8 ( 4.0 ) — — 13.8 Stock repurchase program ( 1.9 ) — — ( 22.0 ) — — ( 22.0 ) Balance at December 31, 2023 126.8 $ 1.3 $ 17.8 $ ( 26.1 ) $ ( 3.7 ) $ 1,204.5 $ 1,193.8 Comprehensive income: Net income — — — — — 125.9 125.9 Other comprehensive loss — — — — ( 29.0 ) — ( 29.0 ) Stock-based compensation 1.2 — 21.9 ( 11.4 ) — — 10.5 Stock repurchase program ( 0.4 ) — — ( 6.5 ) — — ( 6.5 ) Balance at December 29, 2024 127.6 $ 1.3 $ 39.7 $ ( 44.0 ) $ ( 32.7 ) $ 1,330.4 $ 1,294.7 Comprehensive income: Net income — — — — — 26.7 26.7 Other comprehensive income — — — — 33.5 — 33.5 Stock-based compensation 1.0 — 16.1 ( 8.3 ) — — 7.8 Stock repurchase program ( 1.4 ) — — ( 18.1 ) — — ( 18.1 ) Balance at December 28, 2025 127.2 $ 1.3 $ 55.8 $ ( 70.4 ) $ 0.8 $ 1,357.1 $ 1,344.6 See Notes to Consolidated Financial Statements. 46 Table of Contents Notes to Consolidated Financial Statements 1. Background and Basis of Presentation Background MasterBrand, Inc. is the largest manufacturer of residential cabinets in North America with a portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. References to “MasterBrand,” “the Company,” “we,” “our” and “us” refer to MasterBrand, Inc. and its consolidated subsidiaries, unless the context otherwise requires. Basis of Presentation Our consolidated financial statements are based on a 52- or 53-week fiscal year ending on the last Sunday in December in each calendar year. Fiscal 2025 and 2024 both consisted of 52 weeks ended on December 28, 2025 and December 29, 2024, respectively. Fiscal 2023 consisted of 53 weeks ending on December 31, 2023 . References herein to years are to our fiscal years. The consolidated financial statements have been prepared in accordance with GAAP. Pending Insurance Claims During the fiscal year ended December 28, 2025 the company recognized costs related to the incurrence of insurable events within the manufacturing footprint. During 2025, we recognized $ 3.0 million of costs, net of $ 0.8 million of insurance recoveries. These costs included expenditures to remediate damages to property and inventory, and compensation costs associated with the recovery efforts. We are continuing to pursue insurance recoveries and any additional funds received will be used to offset these costs in future periods. Both the expenses and insurance recoveries were recorded as a component of cost of products sold in the Consolidated Statements of Income. Gain on Sale of Asset On December 12, 2024, the Company sold a warehouse and land located in Weslaco, Texas. The location was previously closed in conjunction with the consolidation of our warehouse facilities to enable efficiencies and increase annual savings. This facility sold for a purchase price of $ 6.6 million, resulting in a $ 4.3 million gain recognized as a separate component of non-operating income in the Consolidated Statements of Income. Tornado at Jackson, Georgia Production Facility On January 12, 2023, a tornado hit the Company’s leased Jackson, Georgia production facility, causing damage to the Company’s assets and disrupting certain operations. Insurance, less applicable deductibles, covered the repair or replacement of the Company’s assets that suffered loss or damage and provided business interruption coverage, including lost profits, and reimbursement for other expenses and costs that were incurred relating to the damages and losses suffered. The Company incurred expenses of $ 9.4 million solely related to damages caused by the tornado in fiscal 2023. These expenses included compensation costs that we continued to pay skilled labor at the Jackson facility to enable a timely ramp up of production upon re-opening the facility on March 27, 2023, the first day of our fiscal second quarter of 2023, as well as the write-off of damaged inventory, freight costs to move product to other warehouses and professional fees to secure and maintain the site. During fiscal 2023, we received $ 7.4 million of insurance proceeds for direct costs caused by the tornado. Both the expenses and insurance recoveries were recorded as a component of cost of products sold in the Consolidated Statements of Income. Upon receipt of the final insurance proceeds in our fourth quarter of fiscal 2023, we considered this claim to be closed. Separation Costs The consolidated statements of income include $ 2.4 million of costs related to the separation from Fortune Brands for the year ended December 31, 2023. The Separation-related costs include advisory fees, professional fees and other transaction related costs incurred directly by us and are included within selling, general and administrative expenses. 2. Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition In accordance with ASC 606, “Revenue from Contracts with Customers”, the Company recognizes revenue for the sale of goods based on its assessment of when control transfers to our customers, which generally occurs upon shipment or delivery of the products. See Note 4, "Revenue from Contracts with Customers," for additional information. 47 Table of Contents Customer Program Costs Customer programs and incentives are a common practice in our business. Our business incurs customer program costs to obtain favorable product placement, to promote sales of products and to maintain competitive pricing. These costs are recognized as either a reduction of revenue or within the selling, general and administrative expenses category, depending on the underlying nature of the cost. We record estimates to reduce revenue for customer programs and incentives, which are considered variable consideration, and include price discounts, volume-based incentives, promotions and cooperative advertising when revenue is recognized in order to determine the amount of consideration the Company will ultimately be entitled to receive. These estimates are based on historical and projected experience for each type of customer. Volume allowances are accrued based on management’s estimates of customer volume achievement and other factors incorporated into customer agreements, such as new products, store sell-through, merchandising support, levels of returns and customer training. Management periodically reviews accruals for these rebates and allowances, and adjusts accruals when circumstances indicate, typically as a result of a change in volume expectations. Cost of Products Sold Cost of products sold includes all costs to make products saleable, including the cost of materials, as well as labor costs, inbound freight, purchasing and receiving costs, inspection costs and internal transfer costs. In addition, all depreciation expense associated with assets used to manufacture products and make them saleable is included in cost of products sold. Selling, General and Administrative Expenses Selling, general and administrative expenses include advertising costs; marketing costs; selling costs, including commissions; research and development costs; shipping and handling costs, including warehousing costs; and general and administrative expenses. Shipping and handling costs included in selling, general and administrative expenses wer e $ 168.8 million, $ 164.4 million and $ 169.4 million in 2025, 2024 and 2023, respectively . Advertising costs, which amounted to $ 67.3 million, $ 54.5 million and $ 65.0 million in 2025, 2024 and 2023, respectively, are principally expensed as incurred. Advertising costs paid to customers as pricing rebates include product displays, marketing administration costs, media production costs and point of sale materials. Advertising costs recorded as a reduction to net sales, primarily cooperative advertising, were $ 23.9 million, $ 18.5 million and $ 27.6 million in 2025, 2024 and 2023, respectively. Advertising costs recorded in selling, general and administrative expenses were $ 43.4 million, $ 36.0 million and $ 37.4 million in 2025, 2024 and 2023, respectively. Stock-based Compensation Some of our associates participate in stock-based compensation plans sponsored by the Company. Stock based compensation plans may include stock options, restricted stock, restricted stock units, performance shares, performance units, other types of stock-based awards, and other cash-based compensation. Stock-based compensation expense, measured as the fair value of an award on the date of grant, is recognized in the financial statements over the period that an associate is required to provide services in exchange for the award. Stock-based compensation expense is recorded net of estimated forfeitures. The fair value of each option award is measured on the date of grant using the Black-Scholes option-pricing model. The fair value of each performance share award is based on the average of the high and low share prices on the date of grant and the probability of meeting performance targets. The fair value of each restricted stock unit granted is equal to the average of the high and low share prices on the date of grant. See Note 18, "Stock-Based Compensation," for additional information. Foreign Currency Translation Foreign currency balance sheet accounts are translated into U.S. dollars at the actual rates of exchange at the balance sheet date. Income and expenses are translated at the average rates of exchange in effect during the period for the foreign subsidiaries where the local currency is the functional currency. The related translation adjustments are made directly to a separate component of the accumulated other comprehensive loss caption in equity. Transactions denominated in a currency other than the functional currency of a subsidiary are translated into the functional currency with resulting transaction gains or losses recorded in other (income) expense, net. Income Taxes The Company is subject to income taxes in the U.S. and various foreign jurisdictions. The determination of the Company’s income tax positions involves consideration of uncertainties, changing fiscal policies, tax laws, court rulings, regulations and related legislation. Accordingly, significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities, unrecognized tax benefits and the valuation allowance recorded against deferred tax assets. 48 Table of Contents Deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The recognition and measurement of deferred tax asset and liability balances, and the corresponding deferred tax expense or benefit, are determined for each tax-paying component in each relevant jurisdiction. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the new tax rate is enacted. The Company recognizes liabilities for unrecognized tax benefits which are recognized if the weight of available evidence indicates that it is not more-likely-than-not that the positions will be sustained on examination, including resolution of the related appeals or litigation processes, if any. We record liabilities for uncertain income tax positions based on a two-step process. The first step is recognition, where we evaluate whether an individual tax position has a likelihood of greater than 50 percent of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have a less than 50 percent likelihood of being sustained, no tax benefit is recorded. Considerable management judgment is necessary to assess the inherent uncertainties related to the interpretations of complex tax laws, regulations and taxing authority rulings. For tax positions that have met the recognition threshold in the first step, we perform the second step of measuring the benefit to be recorded. The actual benefits ultimately realized may differ from our estimates. As of each balance sheet date, unrecognized tax benefits are reassessed and adjusted if the Company’s judgment changes as a result of new information, and changes in facts or circumstances. Changes in recognition and measurement estimates are recorded in the Consolidated Statements of Income and Consolidated Balance Sheets in the period in which such changes occur. We reduce our deferred tax assets by a valuation allowance if it is more likely than not that we will not realize some portion or all of the deferred tax assets. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance in the period in which such changes occur, which would reduce the provision for income taxes. The Company recognizes net controlled foreign corporations tested income tax as a period cost. The Company recognizes tax-related interest and penalties as a component of income tax expense. Earnings Per Share Earnings per common share is calculated by dividing net income attributable to MasterBrand by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share include the impact of all potentially dilutive securities outstanding during the year. Cash and Cash Equivalents We consider all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. We do not believe we are exposed to any significant credit risk on cash and cash equivalents. The carrying amounts of cash and cash equivalents approximate fair value. Allowances for Credit Losses Trade receivables are recorded at the stated amount, less allowances for discounts and credit losses. The allowances represent estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency) or discounts related to early payment of accounts receivable by our customers. The allowances for credit losses include provisions for certain customers where a risk of default has been specifically identified. In addition, the allowances include a provision for expected customer defaults on a general formula basis when it cannot yet be associated with specific customers. Expected credit losses are estimated using various factors, including the length of time the receivables are past due, historical collection experience and existing economic conditions. Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in, first-out basis and net realizable value being determined on the basis of replacement cost. Inventory costs include direct materials, including freight, labor and manufacturing overhead. Inventory provisions are recorded to reduce inventory to the net realizable dollar value for obsolete or slow moving inventory based on assumptions about future demand and marketability of products, the impact of new product introductions, inventory levels and turns, product spoilage and specific identification of items, such as product discontinuance, engineering and material changes, or regulatory-related changes. If actual market conditions differ from our projections, and our estimates prove to be inaccurate, write-downs of inventory values and adjustments to cost of products sold may be required. 49 Table of Contents Property, Plant and Equipment Property, plant and equipment are carried at cost. Depreciation is provided, on a straight-line basis, over the estimated useful lives of the assets. Gains or losses resulting from dispositions are included in operating income. Betterments and renewals, which improve and extend the life of an asset, are capitalized; maintenance and repair costs are expensed as incurred. Assets held for use to be disposed of at a future date are depreciated over the remaining useful life. Assets to be sold are written down to fair value less costs to sell at the time the assets are being actively marketed for sale. Estimated useful lives of the related assets are as follows: Buildings and improvements to leaseholds 1 to 40 years Machinery and equipment 1 to 20 years Held for Sale Assets and liabilities to be disposed of by sale ("disposal groups") are reclassified into other current assets and other current liabilities on our consolidated balance sheets. The reclassification occurs when all the held for sale criteria have been met, including when management, having the requisite authority, have committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying value or fair value less costs to sell and are not depreciated or amortized. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value. The gain or loss on the sale of assets held for sale are included in non-operating expenses. Long-lived Assets A long-lived asset (including amortizable identifiable intangible assets) or asset group held for use is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Examples of events or circumstances indicating that its carrying amount may not be recoverable include changes in volume, margin, customers and the industry. When such events occur, we compare the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of a long-lived asset or asset group. The cash flows are based on our best estimate of future cash flows derived from the most recent business projections. If this comparison indicates that there is an impairment, the amount of the impairment is calculated based on fair value. Fair value is estimated primarily using discounted expected future cash flows on a market-participant basis. Leases Operating lease assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As most of our lease contracts do not provide an explicit interest rate, we use our incremental borrowing rate in determining the present value of future lease payments. Our incremental borrowing rates include estimates related to the impact of collateralization and the economic environment where the leased asset is located. The operating lease assets also include any prepaid lease payments and initial direct costs incurred, but exclude lease incentives received at lease commencement. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 to 10 years, some of which may include options to extend or terminate the lease. Operating lease expense is recognized on a straight-line basis over the lease term. We do not recognize leases with an initial term of twelve months or less on the balance sheet and instead recognize the related lease payments as expense in the consolidated statements of income on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for all asset classes. Additionally, for certain equipment leases, we apply a portfolio approach and account for multiple lease components as a single lease component. Certain lease agreements include variable rental payments, including rental payments adjusted periodically for inflation. Variable rental payments are expensed during the period they are incurred and therefore are excluded from our lease assets and liabilities. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Goodwill and Indefinite-lived Intangible Assets We account for goodwill and other intangible assets in accordance with the provisions of ASC 350, “Intangibles-Goodwill and Other”, and account for business combinations using the acquisition method of accounting and, accordingly, the assets and liabilities of the entities acquired are recorded at their estimated fair values at the acquisition date. 50 Table of Contents Goodwill Goodwill is tested for impairment at least annually in the fourth quarter and written down when impaired. An interim impairment test is performed if an event occurs or conditions change that would more likely than not reduce the fair value of the reporting unit below the carrying value. To evaluate the recoverability of goodwill, we perform a quantitative impairment test using a weighting of the income and market approaches. For the income approach, we use a discounted cash flow model, estimating the future cash flows of the reporting units to which the goodwill relates and then discounting the future cash flows at a market-participant-derived discount rate. In determining the estimated future cash flows, we consider current and projected future levels of income based on management’s plans for that business; business trends, prospects and market and economic conditions; and market-participant considerations. For the market approach, we apply market multiples for peer groups to the current operating results of the reporting unit to determine the reporting unit’s fair value. Our reporting unit is our operating segment. When the estimated fair value of the reporting unit is less than its carrying value, we measure and recognize the amount of the goodwill impairment loss based on that difference. The significant assumptions that are used to determine the estimated fair value for goodwill impairment testing include the following: third-party market forecasts of U.S. new home starts and home R&R spending; management’s sales, operating income and cash flow forecasts; peer company earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples; the market-participant-based discount rate; and the perpetuity growth rate. Our estimates of reporting unit fair values are based on certain assumptions that may differ from our historical and future actual operating performance. Specifically, assumptions related to growth in the new construction and R&R market of the U.S. home products markets, when combined with general economic data such as inflation and interest rates, drive our forecasted sales growth. The market forecasts are developed using independent third-party forecasts from multiple sources. In addition, estimated future operating income and cash flow consider our historical performance at similar levels of sales volume and management’s future operating plans as reflected in annual and long-term plans that are reviewed and approved by management. As a result of the annual impairment assessments performed for 2025, 2024 and 2023, there were no goodwill impairments. Indefinite-Lived Intangible Assets Certain of our tradenames have been assigned an indefinite life as we currently anticipate that these tradenames will contribute cash flows to the Company indefinitely. Indefinite-lived intangible assets are not amortized, but are evaluated at least annually to determine whether the indefinite useful life is appropriate. We measure the fair value of identifiable intangible assets upon acquisition and we review for impairment annually in the fourth quarter and whenever market or business events indicate there may be a potential impairment of that intangible. Impairment losses are recorded to the extent that the carrying value of the indefinite-lived intangible asset exceeds its fair value. The significant assumptions that are used to determine the estimated fair value for indefinite-lived intangible assets upon acquisition and subsequent impairment testing are the market-participant discount rates based on the weighted-average cost of capital; forecasted revenue growth rates; and the assumed royalty rates. The market-participant discount rate used in estimating the fair value of future cash flows is dependent on comparable company prices and other relevant information generated by market transactions, as well as broader market assumptions, such as U.S. treasury rates. Our cash flow projections used to assess impairment of our goodwill and other intangible assets are significantly influenced by our projection for the U.S. home products market, our annual operating plans finalized in the fourth quarter of each fiscal year, and our ability to execute on various planned cost reduction initiatives supporting operating income improvements. Our projection for the U.S. home products market is inherently uncertain and is subject to a number of factors, such as employment, home prices, interest rates, credit availability, new home starts and the rate of home foreclosures. We measure fair value of our indefinite-lived tradenames using the relief-from-royalty approach which estimates the present value of royalty income that could be hypothetically earned by licensing the brand name to a third party over the remaining useful life. The determination of fair value using this technique requires the use of estimates and assumptions related to forecasted revenue growth rates, the assumed royalty rates and the market-participant discount rates. 51 Table of Contents Events or circumstances that could have a potential negative effect on the estimated fair value of our reporting units and indefinite-lived tradenames include: increases in market-participant discount rates, lower than forecasted revenue growth rates, actual new construction and repair and remodel growth rates that fall below our assumptions, actions of key customers, continued economic uncertainty, higher levels of unemployment, weak consumer confidence, lower levels of discretionary consumer spending, a decrease in assumed royalty rates and a decline in the trading price of our common stock. We cannot predict the occurrence of certain events or changes in circumstances that might adversely affect the carrying value of goodwill and indefinite-lived assets. Business Combinations From time to time, the Company acquires businesses and/or assets that augment and complement our operations. In accordance with ASC 805, “Business Combinations,” these acquisitions are accounted for under the purchase method of accounting. Under this method, the Company allocates the fair value of purchase consideration transferred to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the date of the acquisition. The excess purchase consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of income. The Company classifies costs incurred in connection with acquisitions and their integration as acquisition-related costs. These costs are expensed as incurred and consist primarily of transaction costs, legal and consulting fees, and integration costs and are recorded within selling, general and administrative expenses in the consolidated statements of income . The consolidated financial statements include the results of operations from these business combinations from the date of acquisition. Derivative Financial Instruments In accordance with ASC requirements for derivatives and hedging, we recognize all derivative contracts as either assets or liabilities on the balance sheet, and the measurement of those instruments is at fair value. We account for derivative instruments as follows: • Derivative instruments that are designated as cash flow hedges - The changes in the fair value of the derivative instrument are reported in other comprehensive income and are recognized in the consolidated statements of income when the hedged item affects earnings. In all periods presented, the recognized gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item, are recognized in cost of products sold on the 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 loss or gain on the hedged item, are recognized in other expense, net on the 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 consolidated statements of income when realized upon sale or upon complete or substantially complete liquidation of the investment in the foreign entity. Restructuring Actions Restructuring actions generally include significant actions involving employee-related severance charges, contract termination costs and impairment or accelerated depreciation or amortization of assets associated with such actions. Employee-related severance charges are largely based upon distributed employment policies and substantive severance plans. These charges are reflected in the quarter when the actions are probable and the amounts are estimable, which typically is when management approves the associated actions. Severance amounts for which affected employees in certain circumstances are required to render service in order to receive benefits at their termination dates are measured at the date such benefits are communicated to the applicable employees and recognized as expense over the employees’ remaining service periods. Contract termination and other charges primarily reflect costs to terminate a contract before the end of its term (measured at fair value at the time the Company provided notice to the counterparty) or costs that will continue to be incurred under the contract for its remaining term without economic benefit to the Company. 52 Table of Contents Insurance Reserves We provide for expenses associated with workers’ compensation and product liability obligations when such amounts are probable and can be reasonably estimated. The accruals are adjusted as new information develops or circumstances change that would affect the estimated liability. Litigation Contingencies Our business is subject to risks related to threatened or pending litigation and we are routinely defendants in lawsuits associated with the normal conduct of business. Liabilities and costs associated with litigation-related loss contingencies require estimates and judgments based on our knowledge of the facts and circumstances surrounding each matter and the advice of our legal counsel. We record liabilities for litigation-related losses when a loss is probable and we can reasonably estimate the amount of the loss in accordance with ASC Topic 450, “Contingencies.” We evaluate the measurement of recorded liabilities each reporting period based on the then-current facts and circumstances specific to each matter. The ultimate losses incurred upon final resolution of litigation-related loss contingencies may differ materially from the estimated liability recorded at any particular balance sheet date. Changes in estimates are recorded in earnings in the period in which such changes occur. Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income refers to gains and losses that under GAAP are included in comprehensive income but are excluded from net earnings as these amounts are recorded directly as an adjustment to equity. Recently Issued Accounting Standards Accounting Standards Issued and Adopted Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. Refer to Note 14, "Income Taxes," for our implementation of ASU 2023-09 on a prospective basis. The adoption of ASU 2023-09 did not have an impact on our consolidated financial position, results of operations or cash flows. Accounting Standards Issued, But Not Yet Adopted Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03 to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. 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 consolidated financial statements. 53 Table of Contents 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 consolidated financial statements. Narrow-Scope Improvements In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” to clarify and reorganize U.S. GAAP interim reporting guidance to improve navigability, applicability, and consistency without changing the fundamental nature or volume of required interim disclosures. This amendment clarifies when ASC 270 is applicable, establishes a disclosure principle requiring disclosure of material events or changes occurring since the most recent annual reporting period, and consolidates into ASC Topic 270 a comprehensive list of interim disclosures required by other Codification Topics. The amendment also clarifies the form and content of interim financial statements, including guidance for condensed interim reporting. The amendment is effective for the Company for interim periods in 2028, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. Other new accounting pronouncements issued but not effective until after December 28, 2025 did not and are not expected to have a material impact on our financial position, results of operations or cash flows. 3. Acquisitions 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. As previously disclosed, on November 7, 2025, the Company and American Woodmark each received a Request for Additional Information and Documentary Material (the "Second Request") from the U.S. Federal Trade Commission (the "FTC") in connection with the Merger. The Company and American Woodmark continue to work cooperatively with the FTC to obtain regulatory clearance for the Merger as expeditiously as possible. 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. 54 Table of Contents 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. See Note 12, "Debt," for further discussion of our original credit agreement. Supreme 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. Supreme was 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. The acquisition was funded with a combination of cash on hand and proceeds from our revolving credit facility. The purchase consideration was $ 527.3 million. (U.S. 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 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. 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. 55 Table of Contents 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: (U.S. 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: (U.S. 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. 56 Table of Contents Pro forma financial information Net sales and earnings related to the operations of Supreme that have been included in our consolidated statements of income for the fifty-two weeks ended December 28, 2025 and for the period from July 10, 2024 to December 29, 2024 are as follows: (U.S. Dollars presented in millions) 2025 2024 Net Sales $ 249.8 $ 121.2 Net Income $ 12.2 $ 1.2 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. (U.S. Dollars presented in millions) 2024 2023 Net Sales $ 2,836.4 $ 2,979.6 Net Income $ 140.0 $ 151.8 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 $ 28.9 million and $ 25.4 million of acquisition-related costs for the years ended December 28, 2025 and December 29, 2024 , respectively, which are recorded within selling, general and administrative expenses in the consolidated statements of income. The acquisition costs in the year ended December 28, 2025 primarily related to the costs associated with the acquisition of American Woodmark. The acquisition related costs in the year ended December 29, 2024 related to the costs associated with the acquisition of Supreme. 4. Revenue from Contracts with Customers Our principal performance obligations are the sale of high quality stock, semi-custom and premium cabinetry, as well as vanities, for the kitchen, bath and other parts of the home (collectively, “goods” or “products”). We recognize revenue for the sale of goods based on our assessment of when control transfers to our customers, which generally occurs upon shipment or delivery of the products. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods to our customers. Payment terms on our product sales normally range from 30 to 90 days. Taxes assessed by a governmental authority that we collect are excluded from revenue. The expected costs associated with our contractual warranties are recognized as expense when the products are sold. See Note 17, "Contingencies and Accrued Losses," for further discussion. We record estimates to reduce revenue for customer programs and incentives, which are considered variable consideration, and include price discounts, volume-based incentives, promotions and cooperative advertising when revenue is recognized in order to determine the amount of consideration the Company will ultimately be entitled to receive. These estimates are based on historical and projected experience for each type of customer. In addition, for certain customer program incentives, we receive an identifiable benefit (goods or services) in exchange for the consideration given and record the associated expenditure in selling, general and administrative expenses. We account for shipping and handling costs that occur after the customer has obtained control of a product as a fulfillment activity (i.e., as an expense) rather than as a promised service (i.e., as a revenue element). These costs are classified within selling, general and administrative expenses. 57 Table of Contents Settlement of our outstanding accounts receivable balances normally occurs within 30 to 90 days of the original sale transaction date. 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 December 28, 2025 and December 29, 2024, respectively. Refund obligations are classified within other current liabilities in our consolidated balance sheets. Return assets related to the refund obligation are measured at the carrying amount of the goods at the time of sale, less any expected costs to recover the goods and any expected reduction in value. Net sales to two of the Company’s customers, Lowe’s and Home Depot, each accounted for greater than 10 percent of the Company’s net sales in 2025, 2024 and 2023. Net sales to Lowe’s were 20 percent, 22 percent and 21 percent of net sales in 2025, 2024 and 2023, respectively. Net sales to Home Depot were 13 percent, 15 percent and 16 percent of net sales in 2025, 2024 and 2023, respectively. 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 2025, 2024 and 2023. (U.S. Dollars presented in millions) 2025 2024 2023 Net Sales by Channel Dealers (a) $ 1,500.4 $ 1,421.3 $ 1,446.5 Retailers (b) 878.4 927.6 967.0 Builders (c) 355.9 351.5 312.7 Net sales $ 2,734.7 $ 2,700.4 $ 2,726.2 Net Sales by Shipping Location United States $ 2,622.2 $ 2,575.5 $ 2,584.4 Canada 97.9 106.4 125.7 Mexico 14.6 18.5 16.1 Net sales $ 2,734.7 $ 2,700.4 $ 2,726.2 (a) Represents sales to dealers whose end customers include builders, professional trades and home remodelers, inclusive of sales through our dealers’ respective internet website portals. (b) Represents sales to “Do-It-Yourself” retailers, including our two largest customers: 1) Lowe’s and 2) Home Depot, inclusive of sales through their respective internet website portals. (c) Represents sales directly to builders. Practical Expedients Incremental costs of obtaining a contract include only those costs the Company incurs that would not have been incurred if the contract had not been obtained. These costs are required to be recognized as assets and amortized over the period that the related goods or services transfer to the customer. As a practical expedient, we expense as incurred costs to obtain a contract when the expected amortization period is one year or less. These costs are recorded within selling, general and administrative expenses in the accompanying consolidated statements of income. Allowance for Credit Losses Our primary allowance for credit losses is the allowance for doubtful accounts. The allowance for doubtful accounts reduces the trade accounts receivable balance to the estimated net realizable value that is expected to be collected. The allowance is based on assessments of current creditworthiness of customers, historical collection experience, the aging of receivables and other currently available evidence. Trade accounts receivable balances are written-off against the allowance if a final determination of uncollectibility is made. All provisions for allowances for doubtful collection of accounts are included in selling, general and administrative expenses. 58 Table of Contents The following table summarizes the activity for the allowance for the years ended December 28, 2025 and December 29, 2024 : (U.S. Dollars presented in millions) 2025 2024 Beginning balance $ 3.0 $ 4.6 Bad debt provision 17.8 0.4 Uncollectible accounts written off, net of recoveries ( 3.4 ) ( 2.0 ) Ending balance $ 17.4 $ 3.0 The Company increased the allowance for doubtful accounts by $ 17.1 million as a result of the Company’s assessment of the collectability of a specific customer’s receivable balance as of December 28, 2025. The charge, which relates entirely to sales recognized in 2025, was based upon the Company’s assessment of the customer’s specific facts and circumstances, including its financial outlook and liquidity. 5. Other (Income) Expense, Net The components of other (income) expense, net for the years ended December 28, 2025, December 29, 2024 and December 31, 2023 were as follows: (U.S. Dollars presented in millions) 2025 2024 2023 Pension and postretirement benefits other than pensions $ ( 0.3 ) $ 4.1 $ 2.9 Foreign currency losses (gains) 0.1 ( 2.0 ) 3.2 Other items, net ( 1.2 ) ( 4.4 ) ( 3.7 ) Total other (income) expense, net $ ( 1.4 ) $ ( 2.3 ) $ 2.4 6. 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 fiscal years ended December 28, 2025 , December 29, 2024 and December 31, 2023 : (U.S. Dollars presented in millions, except per share amounts) 2025 2024 2023 Numerator: Numerator for basic and diluted earnings per share - Net income $ 26.7 $ 125.9 $ 182.0 Denominator: Denominator for basic earnings per share - weighted average shares outstanding 127.0 127.1 127.8 Effect of dilutive securities - stock-based awards 2.2 3.8 2.1 Denominator for diluted earnings per share - weighted average shares outstanding 129.2 130.9 129.9 Earnings per share: Basic $ 0.21 $ 0.99 $ 1.42 Diluted $ 0.21 $ 0.96 $ 1.40 Approximately 0.4 million and 0.7 million shares were excluded from the calculation of diluted earnings per share for the years ended December 28, 2025 and December 31, 2023, respectively, because their inclusion would have been anti-dilutive. There were no shares excluded from the calculation of diluted earnings per share for the year ended December 29, 2024 . 59 Table of Contents 7. Balance Sheet Information Supplemental information on our year-end consolidated balance sheets is as follows: (U.S. Dollars presented in millions) December 28, 2025 December 29, 2024 Inventories: Raw materials and supplies $ 193.1 $ 197.2 Work in process 24.6 25.7 Finished products 51.4 53.5 Total inventories $ 269.1 $ 276.4 Property, plant and equipment: Land and improvements $ 41.8 $ 37.4 Buildings and improvements to leaseholds 388.8 360.1 Machinery and equipment 684.7 648.8 Construction in progress 44.0 41.4 Property, plant and equipment, gross 1,159.3 1,087.7 Less: accumulated depreciation 656.2 606.2 Property, plant and equipment, net of accumulated depreciation $ 503.1 $ 481.5 Other current liabilities: Accrued salaries, wages and other compensation $ 63.3 $ 54.9 Interest payable 23.0 25.5 Accrued income and other taxes 15.3 14.2 Accrued product warranties 7.3 9.3 Accrued restructuring 2.4 4.9 Derivative payable — 5.7 Other accrued expenses 76.4 80.7 Total other current liabilities $ 187.7 $ 195.2 8. Leases We have operating and finance leases for buildings and certain machinery and equipment. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities and long-term operating lease liabilities in our consolidated balance sheets. Amounts recognized for finance leases as of and for the years ended December 28, 2025 and December 29, 2024 were immaterial. Operating lease expense recognized in the consolidated statements of income for 2025, 2024 and 2023 were $ 31.8 million , $ 29.4 million and $ 26.9 million , respectively, including approximately $ 9.5 million, $ 9.6 million and $ 9.4 million of short-term and variable lease costs for 2025, 2024 and 2023, respectively. Other information related to leases was as follows for the fiscal years ending: (U.S. Dollars presented in millions, except lease term and discount rate) December 28, 2025 December 29, 2024 December 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 23.8 $ 21.0 $ 17.3 Right-of-use assets obtained in exchange for operating lease obligations $ 144.1 $ 16.8 $ 23.9 Right-of-use assets obtained upon Supreme acquisition - July 10, 2024 $ — $ 18.3 $ — Weighted average remaining lease term—operating leases 8.3 years 5.8 years 5.4 years Weighted average discount rate—operating leases 5.8 % 5.4 % 4.5 % 60 Table of Contents Total lease payments under non-cancellable operating leases as of December 28, 2025 are expected to be: (U.S. Dollars presented in millions) Fiscal Years Ending: 2026 $ 33.1 2027 32.0 2028 30.4 2029 27.1 2030 24.5 Thereafter 109.5 Total lease payments 256.6 Less imputed interest ( 57.1 ) Total $ 199.5 Reported as of December 28, 2025 Current operating lease liabilities $ 24.3 Operating lease liabilities (non-current) 175.2 Total $ 199.5 9. Goodwill and Identifiable Intangible Assets We had goodwill of $ 1,127.5 million and $ 1,125.8 million as of December 28, 2025 and December 29, 2024, respectively. The change in the net carrying amount of goodwill was as follows: (U.S. Dollars presented in millions) Total Goodwill Balance at December 31, 2023 $ 925.1 Supreme acquisition 203.4 2024 translation adjustments ( 2.7 ) Balance at December 29, 2024 $ 1,125.8 2025 translation adjustments 1.7 Balance at December 28, 2025 $ 1,127.5 The gross carrying value and accumulated amortization by class of intangible assets as of December 28, 2025 and December 29, 2024 were as follows: As of December 28, 2025 As of December 29, 2024 (U.S. Dollars presented in millions) Gross Carrying Amounts Accumulated Amortization Net Book Value Gross Carrying Amounts Accumulated Amortization Net Book Value Indefinite-lived tradenames (a) $ 268.1 $ — $ 268.1 $ 266.1 $ — $ 266.1 Amortizable intangible assets Tradenames 10.3 ( 10.3 ) — 10.0 ( 10.0 ) — Customer and contractual relationships (a) 536.8 ( 257.2 ) 279.6 535.4 ( 230.2 ) 305.2 Patents/proprietary technology 11.0 ( 11.0 ) — 11.0 ( 11.0 ) — Total 558.1 ( 278.5 ) 279.6 556.4 ( 251.2 ) 305.2 Total identifiable intangibles $ 826.2 $ ( 278.5 ) $ 547.7 $ 822.5 $ ( 251.2 ) $ 571.3 (a) During the third quarter of 2024, we completed our acquisition of Supreme, acquiring Indefinite-lived tradenames of $ 85.1 million and Customer relationships of $ 174.1 million . 61 Table of Contents Amortizable intangible assets, principally customer relationships, are subject to amortization on a straight-line basis over their estimated useful life, ranging from 16 to 20 years, based on the assessment of a number of factors that may impact useful life, including customer attrition rates and other relevant factors. We expect to record intangible amortization of $ 25.6 million annually from 2026 through 2030. There was no impairment of goodwill or indefinite lived assets for any period presented. The significant assumptions used to estimate the fair values of the tradenames tested quantitatively during the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 were as follows: 2025 2024 2023 Unobservable Input Min Max Wtd Avg (a) Min Max Wtd Avg (a) Min Max Wtd Avg (a) Discount rate 10.0 % 10.0 % 10.0 % 12.0 % 12.0 % 12.0 % 10.5 % 11.0 % 10.8 % Royalty rate(b) 3.0 % 4.0 % 2.5 % 3.0 % 4.0 % 3.6 % 3.0 % 4.0 % 3.6 % (a) Weighted by the relative fair value of the tradenames that were tested quantitatively. (b) Represents estimated percentage of sales a market-participant would pay to license the tradenames that were tested quantitatively. 10. Financial Instruments We do not enter into financial instruments for trading or speculative purposes. We principally use financial instruments to reduce the impact of changes in foreign currency exchange rates. The principal derivative financial instruments we enter into on a routine basis are foreign exchange contracts. Derivative financial instruments are recorded at fair value. The counterparties to derivative contracts are major financial institutions. We are subject to credit risk on these contracts equal to the fair value of these instruments. Management currently believes that the risk of incurring material losses is unlikely and that the losses, if any, would be immaterial to the Company. We account for derivative instruments as follows: • Derivative instruments that are designated as cash flow hedges - The changes in the fair value of the derivative instrument are reported in other comprehensive income and are recognized in the consolidated statements of income when the hedged item affects earnings. In all periods presented, the recognized gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item, are recognized in cost of products sold on the 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 loss or gain on the hedged item, are recognized in other expense, net on the 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 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 during the fiscal years ended December 28, 2025 and December 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. Foreign exchange contracts related to forecasted future cash flows correspond to the periods of the forecasted transactions, which generally do not exceed 12 to 15 months subsequent to the latest balance sheet date. Our primary foreign currency hedge contracts pertain to the Mexican peso and the Canadian dollar. The gross U.S. dollar equivalent notional amount of all foreign currency derivative hedges outstanding at December 28, 2025 was $ 76.0 million, representing a net settlement asset of $ 6.1 million. Based on foreign exchange rates as of December 28, 2025, we estimate that $ 4.9 million of net derivative gains associated with cash flow hedges and included in accumulated other comprehensive income as of December 28, 2025 will be reclassified to earnings within the next twelve months. 62 Table of Contents The fair values of foreign exchange derivative instruments on the consolidated balance sheets as of December 28, 2025 and December 29, 2024 were: (U.S. Dollars presented in millions) Location December 28, 2025 December 29, 2024 Assets: Foreign exchange contracts Other current assets $ 6.1 $ — Total assets $ 6.1 $ — Liabilities: Foreign exchange contracts Other current liabilities $ — $ 5.7 Total liabilities $ — $ 5.7 The effects of cash flow hedging financial instruments included within the consolidated statements of comprehensive income in 2025, 2024 and 2023 were as 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. Amount Recognized in Statement of Comprehensive Income for Cash Flow Hedging Relationships (U.S. Dollars presented in millions) 2025 2024 2023 Foreign exchange contracts: Unrealized holding gains (losses) arising during period $ 12.0 $ ( 10.1 ) $ 9.6 Less: reclassification adjustment for (gains) losses included in net income ( 2.1 ) 2.9 ( 10.2 ) Unrealized gains (losses) on derivatives $ 9.9 $ ( 7.2 ) $ ( 0.6 ) The effects of fair value hedging financial instruments included in other (income) expense, net on the consolidated statements of income in 2025, 2024 and 2023 were: Amount of (Loss) Gain Recognized in Earnings on Fair Value Hedging Relationships (U.S. Dollars presented in millions) 2025 2024 2023 Foreign exchange contracts: Hedged items $ ( 0.6 ) $ 0.1 $ ( 1.3 ) Derivatives designated as hedging instruments — ( 0.1 ) 5.9 Net (losses) gains recognized in earnings $ ( 0.6 ) $ — $ 4.6 11. Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosures” , establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels. Level 1 inputs, the highest priority, are quoted prices in active markets for identical assets or liabilities. Level 2 inputs reflect other than quoted prices included in Level 1 that are either observable directly or through corroboration with observable market data. Level 3 inputs are unobservable inputs due to little or no market activity for the asset or liability, such as internally-developed valuation models. 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." 63 Table of Contents Assets and liabilities measured at fair value on a recurring basis as of December 28, 2025 and December 29, 2024 were as follows: (U.S. Dollars presented in millions) Fair Value 2025 2024 Assets: Derivative asset financial instruments (Level 2) $ 6.1 $ — Deferred compensation program assets (Level 2) 10.2 9.6 Total assets $ 16.3 $ 9.6 Liabilities: Derivative liability financial instruments (Level 2) $ — $ 5.7 The principal derivative financial instruments we enter into on a routine basis are foreign exchange contracts. Derivative financial instruments are recorded at fair value. 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 December 28, 2025, the fair value of total debt was $ 1,009.1 million compared to the carrying value of $ 985.0 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. 12. Debt The following table provides a summary of the Company’s debt as of December 28, 2025 and December 29, 2024 , including the carrying value of the debt less debt issuance costs: December 28, 2025 December 29, 2024 (U.S. Dollars presented in millions) Long-term Long-term Revolving credit facility due June 2029 $ 285.0 $ 320.0 7.00 % Senior Notes due 2032 700.0 700.0 985.0 1,020.0 Less: Unamortized debt issuance costs ( 10.5 ) ( 12.2 ) Total $ 974.5 $ 1,007.8 2022 Credit Agreement On November 18, 2022, the Company entered into a 5-year , $ 1.25 billion credit agreement, consisting of a $ 750.0 million term loan and a $ 500.0 million revolving credit facility (the “2022 Credit Agreement”). The 2022 Credit Agreement was secured by certain assets as well as the guarantee of certain of our subsidiaries. The $ 750.0 million term loan had quarterly required amortization payments that began in March 2023. T he revolving credit facility was paid in full during the third quarter of fiscal 2023. In June 2024, the Company refinanced the 2022 Credit Agreement, including extinguishing and repaying all amounts outstanding under the existing term loan facility, inclusive of accrued and unpaid interest. Interest rates under the 2022 Credit Agreement were variable based on the Secured Overnight Financing Rate (“SOFR”) at the time of the borrowing and the Company’s net leverage ratio, as measured by net leverage to our consolidated earnings before interest, taxes, depreciation and amortization (“Consolidated EBITDA”). Interest rates could range from SOFR plus 1.85 percent to SOFR plus 2.60 percent. 64 Table of Contents 2024 Refinancing Transaction On June 27, 2024, the Company completed a private offering (the “Offering”) of $ 700.0 million aggregate principal amount of 7.00 percent Senior Notes due 2032 (the “Senior Notes”) and entered into an amended and restated credit agreement (the “2024 Credit Agreement”), which amended and restated the Company’s 2022 credit agreement. The Company used the funds from the refinancing transaction, and cash on-hand to: 1) refinance the 2022 credit agreement (including repaying all amounts outstanding under the existing term loan, inclusive of accrued and unpaid interest), 2) fund the acquisition of Supreme on July 10, 2024, and 3) pay all fees and expenses related to the foregoing transactions. The Senior Notes were issued under the Indenture dated as of June 27, 2024 (the “Indenture”) at par. The Senior Notes are the Company’s unsecured and unsubordinated debt obligations and are guaranteed, on a senior unsecured basis, by each of the Company’s existing and future subsidiaries that are borrowers under or guarantors of the 2024 Credit Agreement. The Senior Notes will mature on July 15, 2032. 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 December 28, 2025. As of December 28, 2025, prepaid debt issuance costs related to the Senior Notes were $ 10.5 million and are being amortized over the term of the debt. These costs are included in long-term debt in our consolidated balance sheets. The Company may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to July 15, 2027 at a redemption price equal to 100 percent of the principal amount of the Senior Notes redeemed plus a premium and accrued and unpaid interest. At any time and from time to time on or after July 15, 2027, the Company may, at its option, redeem the Senior Notes, in whole or in part, at the applicable redemption price set forth in the Indenture plus, in each case, accrued and unpaid interest. In addition, at any time and from time to time prior to July 15, 2027, the Company may, at its option, redeem up to 40 percent of the aggregate principal amount of the Senior Notes with the proceeds from certain equity offerings at the applicable redemption price set forth in the Indenture. The Indenture contains certain covenants, including, but not limited to, limitations and restrictions on the ability of the Company and its restricted subsidiaries (as defined in the Indenture) to (i) incur additional indebtedness and guarantee indebtedness, (ii) make restricted payments, (iii) create, incur or assume liens or use assets as security in other transactions, (iv) merge, consolidate, or sell, transfer, lease or dispose of substantially all of their assets, (v) sell or transfer certain assets, (vi) enter into or conduct transactions with affiliates of the Company and (vii) agree to certain restrictions or encumbrances on the ability of restricted subsidiaries to pay dividends, make loans or advances, or to otherwise transfer property or assets to the Company or other restricted subsidiaries. These covenants are subject to a number of important conditions, qualifications, exceptions and limitations. The Indenture also includes customary events of default. Certain of the foregoing covenants will be suspended in the event that (i) the Senior Notes receive investment grade ratings from any two of Fitch Ratings Inc., Moody’s Investors Service, Inc. or S&P Global Ratings and (ii) no default or event of default has occurred and is continuing under the Indenture. The Company was in compliance with all of its debt covenants under the Indenture as of December 28, 2025. The 2024 Credit Agreement provides for a 5 -year , $ 750.0 million revolving credit facility. The revolving credit facility is not subject to amortization and will mature in June 2029. The 2024 Credit Agreement is secured by certain assets as well as the guarantee of certain of our subsidiaries. Interest rates under the revolving credit facility are variable based on the SOFR, or, at the Company’s option, at a base reference rate equal to the highest of (i) the federal funds rate plus 0.50 percent, (ii) the rate of interest last quoted by JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) as its “prime rate” and (iii) the one-month SOFR rate plus 1.00 percent (the “Base Rate”), plus, as applicable, a margin ranging from 1.625 percent to 2.25 percent per annum for SOFR-based loans and ranging from 0.625 percent to 1.25 percent per annum for Base Rate-based loans, in each case, depending on the Company’s net leverage ratio. The Company also pays customary agency fees and a commitment fee based on the daily unused portion of the revolving credit facility ranging from 0.20 percent to 0.30 percent per annum, depending on its net leverage ratio. The 2024 Credit Agreement contains customary representations and warranties, affirmative covenants and restrictive covenants. The restrictive covenants limit the Company and its subsidiaries’ ability to, among other things, (i) incur indebtedness, (ii) create liens on the Company’s or such subsidiaries’ assets, (iii) engage in fundamental changes, (iv) make investments, (v) sell or otherwise dispose of assets, (vi) engage in sale-leaseback transactions, (vii) make restricted payments, (viii) engage in certain transactions with affiliates and (ix) enter into agreements restricting the ability of the Company’s subsidiaries to make distributions to the Company or incur liens on their assets. 65 Table of Contents The 2024 Credit Agreement contains a financial covenant that does not permit the Company to allow its net leverage ratio to exceed, in the case of any fiscal quarter ending on or following March 30, 2025, 3.25 to 1.00 or, if the Company consummates any material acquisition, then the Company’s net leverage ratio shall not exceed 3.75 to 1.00 for the applicable fiscal quarter in which such acquisition is consummated and the three consecutive fiscal quarters thereafter. The Company is also required to maintain a minimum interest coverage ratio of 3.00 to 1.00. The 2024 Credit Agreement also contains customary events of default. 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 December 28, 2025. 2025 Refinancing Transaction 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 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 as a result of this amendment. As of December 28, 2025, prepaid debt issuance costs related to the 2025 Credit Agreement totaled $ 1.8 million, of which $ 0.5 million has been has been included in other current assets, and $ 1.3 million has been has been included in other assets in our consolidated balance sheet. The prepaid debt issuance costs will be amortized over the term of the debt . The revolving credit facility had an outstanding balance of $ 285.0 million as of December 28, 2025 and had $ 441.9 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 December 28, 2025, prepaid debt issuance costs related to the 2024 Credit Agreement were $ 3.6 million and are being amortized over the term of the debt. At December 28, 2025, these costs are included in other assets in our consolidated balance sheet. Over the next five years, debt due to be paid by the Company is as follows: (U.S. Dollars presented in millions) Future Debt Payments 2026 $ — 2027 $ — 2028 $ — 2029 $ 285.0 2030 $ — Thereafter $ 700.0 Interest paid on debt was $ 74.4 million, $ 41.7 million and $ 64.0 million in 2025, 2024 and 2023, respectively. We did not recor d any material capitalized interest during 2025, 2024 or 2023. 66 Table of Contents 13. Restructuring Charges Restructuring charges of $ 15.2 million in 2025 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. Reconciliation of Restructuring Liability (U.S. Dollars presented in millions) Balance at December 29, 2024 2025 Provision Cash Expenditures (a) Non-cash Writeoffs Balance at December 28, 2025 Workforce reduction costs $ 4.8 $ 10.6 $ ( 12.9 ) $ — $ 2.5 Other 0.1 4.6 ( 4.0 ) ( 0.8 ) ( 0.1 ) $ 4.9 $ 15.2 $ ( 16.9 ) $ ( 0.8 ) $ 2.4 (a) Cash expenditures primarily related to severance charges. Restructuring charges of $ 18.0 million in 2024 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. 2024 restructuring charges also include an asset impairment charge associated with the decision to exit a leased manufacturing facility. Reconciliation of Restructuring Liability (U.S. Dollars presented in millions) Balance at December 31, 2023 2024 Provision Cash Expenditures (a) Non-cash Writeoffs Balance at December 29, 2024 Workforce reduction costs $ 1.3 $ 8.7 $ ( 5.2 ) $ — $ 4.8 Facility Closure Costs — 7.0 — ( 7.0 ) — Other 0.1 2.3 ( 2.3 ) — 0.1 $ 1.4 $ 18.0 $ ( 7.5 ) $ ( 7.0 ) $ 4.9 (a) Cash expenditures primarily related to severance charges. Restructuring charges of $ 10.1 million in 2023 are primarily related to severance costs and other associate-related costs in order to better align our workforce with our forecasted demand within our manufacturing footprint, and an asset impairment charge associated with a decision to permanently close our Newton, Kansas manufacturing facility, which had previously been idled. 14. Income Taxes The components of income from continuing operations before income taxes were as follows: (U.S. Dollars presented in millions) 2025 2024 2023 Domestic operations $ 26.6 $ 136.2 $ 213.2 Foreign operations 19.7 32.1 25.5 Income before income taxes $ 46.3 $ 168.3 $ 238.7 67 Table of Contents Income tax expense in the consolidated statements of income consisted of the following: (U.S. Dollars presented in millions) 2025 2024 2023 Current tax expense Federal $ ( 1.1 ) $ 26.8 $ 44.2 State 3.2 5.0 9.3 Foreign 4.7 6.0 8.9 Total current tax expense 6.8 37.8 62.4 Deferred tax expense (benefit) Federal 15.6 4.7 1.2 State ( 2.6 ) ( 0.4 ) ( 2.1 ) Foreign ( 0.2 ) 0.3 ( 4.8 ) Total deferred tax expense (benefit) 12.8 4.6 ( 5.7 ) Total income tax expense $ 19.6 $ 42.4 $ 56.7 68 Table of Contents A reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate is as follows, in accordance with the updated requirements of ASU 2023-09 for the year ended December 28, 2025 : Component $ % Income taxes at U.S. federal statutory income tax rate $ 9.7 21.0 % State and local income taxes, net 0.5 1.1 Foreign tax effects Singapore Singapore - Maquiladora tax benefit ( 1.3 ) ( 2.8 ) Singapore - Other foreign tax effects ( 0.8 ) ( 1.7 ) Mexico Mexico - Nondeductible benefits 0.8 1.7 Mexico - Inflationary ( 0.8 ) ( 1.7 ) Mexico - Maquiladora credit ( 0.7 ) ( 1.5 ) Mexico - Maquiladora tax 2.3 5.0 Mexico -Statutory rate differential 0.6 1.2 Other jurisdictions Other foreign tax effects 0.5 1.1 Tax credits R&D tax credits ( 1.5 ) ( 3.2 ) Change in valuation allowance 4.4 9.4 Nontaxable or nondeductible items Nondeductible compensation 1.5 3.2 Acquisition-related transaction costs 3.6 7.8 Other nontaxable or nondeductible items 0.7 1.5 Changes in unrecognized tax benefits ( 0.6 ) ( 1.2 ) Other Deferred impact- Subpart F Full Inclusion 2.0 4.3 Adjustment to prior period provision ( 1.5 ) ( 3.2 ) Other items 0.2 0.3 Total tax provision and effective tax rate $ 19.6 42.3 % (a) The states that contribute to the majority (greater than 50 percent) of the tax effect in this category include California and Georgia. State and local income taxes also include state tax credits of $ 1.2 million. In 2025, the Company recorded a valuation allowance charge of $ 4.4 million primarily based on an inability to demonstrate that sufficient future foreign-source taxable income in the general basket category will be available to absorb foreign tax credit carryovers within the ten-year carryforward period. The Company also had nondeductible acquisition-related transaction costs incurred as a result of the pending merger with American Woodmark, which resulted in additional income tax expense of $ 4.3 million in 2025. 69 Table of Contents As previously disclosed for the years ended December 29, 2024, and December 31, 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows: (in percentages) 2024 2023 Income tax expense at U.S. federal statutory income tax rate 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 2.3 2.2 Foreign taxes at a different rate than U.S. federal statutory income tax rate 0.9 0.6 Valuation allowance 1.6 ( 0.1 ) Unrecognized tax benefits ( 0.4 ) — Foreign legislative exclusion ( 1.1 ) — Miscellaneous other, net 0.9 0.1 Effective income tax rate 25.2 % 23.8 % For 2025, the Company’s effective tax rate was 42.3 percent, compared to an effective tax rate of 25.2 percent for 2024. The increase in the effective tax rate between the periods was primarily due to the increase in the valuation allowance and nondeductible acquisition-related transaction costs, as well as changes in foreign income inclusions and changes in book income, partially offset by lower state and local income taxes and the mix of earnings in jurisdictions with differing tax rates. The 2025 effective income tax rate of 42.3 percent compared to the U.S. federal statutory rate of 21.0 percent was primarily the result of the increase in the valuation allowance and nondeductible acquisition-related transaction costs, as well as changes in foreign income inclusions, nondeductible compensation and net changes in state and local income taxes, partially offset by tax credits and the mix of earnings in jurisdictions with differing tax rates. For 2024, the Company’s effective tax rate was 25.2 percent, compared to an effective tax rate of 23.8 percent for 2023. The increase in effective tax rate was primarily the result of an increase in the valuation allowance, nondeductible acquisition-related costs to the Supreme acquisition and foreign income inclusions net of foreign tax credits, partially offset by foreign exclusions, return-to provision adjustments and the release of specific uncertain tax positions. For the year ended December 28, 2025, cash income taxes paid directly to taxing authorities, net of refunds received, were as follows: (U.S. Dollars presented in millions) 2025 Federal $ 19.8 State 3.7 Foreign Mexico 3.6 Canada 1.9 Other foreign ( 0.2 ) Total income taxes paid $ 28.8 For the years ended December 29, 2024 and December 31, 2023, income taxes paid directly to taxing authorities, net of refunds received, were $ 40.7 million and $ 68.5 million, respectively. Deferred income tax assets and liabilities are provided for the impact of temporary differences between amounts of assets and liabilities recognized for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws. These temporary differences result in taxable or deductible amounts in future years. As of each reporting date, the Company’s management considers all evidence, both positive and negative, that could impact management’s view regarding the future realization of deferred tax assets. The negative evidence for the 2025 valuation allowance was primarily a result of insufficient future foreign-source taxable income in the general basket category within the ten-year carryover period, as discussed above. 70 Table of Contents The components of net deferred tax assets (liabilities) as of December 28, 2025 and December 29, 2024 were as follows: (U.S. Dollars presented in millions) 2025 2024 Deferred tax assets: Operating lease liabilities $ 45.6 $ 14.3 Other accrued expenses 14.4 14.4 Compensation and benefits 13.4 8.1 Net operating loss and other tax carryforwards 11.7 11.2 Accounts receivable 13.4 11.1 Interest carryforward 5.7 9.6 Capitalized inventories 4.8 4.8 R&D Capitalization 0.1 10.2 Defined benefit plans — 0.2 Other 0.4 0.4 Valuation allowance ( 8.1 ) ( 3.7 ) Total deferred tax assets (net of valuation allowance) 101.4 80.6 Deferred tax liabilities: Intangible assets ( 178.7 ) ( 176.7 ) Fixed assets ( 44.7 ) ( 44.0 ) Operating lease assets ( 43.3 ) ( 12.5 ) Prepaid marketing ( 3.1 ) ( 3.0 ) Other ( 0.2 ) ( 0.2 ) Total deferred tax liabilities ( 270.0 ) ( 236.4 ) Net deferred tax liability $ ( 168.6 ) $ ( 155.8 ) Deferred taxes were classified in the Consolidated Balance Sheets as of December 28, 2025 and December 29, 2024 as follows: (U.S. Dollars presented in millions) 2025 2024 Other assets $ 3.0 $ 2.9 Deferred income taxes ( 171.6 ) ( 158.7 ) Net deferred tax liability $ ( 168.6 ) $ ( 155.8 ) As of December 28, 2025 and December 29, 2024, the Company had deferred tax assets related to net operating losses and other tax credit carryforwards of $ 11.7 million and $ 11.2 million, respectively, including foreign tax credit carryforwards of $ 8.0 million and $ 8.7 million, respectively. Net operating losses generally expire between 2028 and 2040, foreign tax credits expire between 2029 and 2034 and the other tax credit carryforwards expire between 2030 and 2035. R&D capitalization commenced in 2022 and pertains to the 2017 Tax Cuts and Jobs Act eliminating the immediate expensing of research and experimental expenditures and requiring taxpayers to capitalize their expenditures over a period of years. On July 4, 2025, the OBBBA was enacted into U.S. law. The OBBBA includes changes to several corporate tax provisions, including tax deductions for qualified research expenditures allowing immediate expensing of prior year R&D capitalized. The Company evaluated its ability to realize tax benefits associated with deferred tax assets and concluded, based on all available positive and negative evidence, that it is more likely than not that a portion of the deferred tax assets are not expected to be realized. Accordingly, a valuation allowance of $ 8.1 million and $ 3.7 million as of December 28, 2025 and December 29, 2024, respectively, was recorded to reduce the deferred tax assets related to the net operating losses and tax credit carryforwards. 71 Table of Contents A reconciliation of the Company’s gross change in unrecognized tax benefits (“UTBs”), including accrued interest and penalties, is as follows: (U.S. Dollars presented in millions) 2025 2024 2023 Unrecognized tax benefits—beginning of year $ 0.5 $ 0.9 $ 1.2 Gross additions—current year tax positions — — — Gross additions—prior year tax positions — — — Gross reductions—prior year tax positions ( 0.3 ) ( 0.4 ) ( 0.3 ) Gross reductions—settlements with taxing authorities — — — Unrecognized tax benefits—end of year $ 0.2 $ 0.5 $ 0.9 Unrecognized tax benefits—accrued interest and penalties 0.2 0.5 0.7 Gross unrecognized tax benefits $ 0.4 $ 1.0 $ 1.6 In 2025 and 2024, the Company released $ 0.3 million and $ 0.4 million of prior year tax positions due to the expiration of the statute of limitations, respectively. Liabilities related to UTBs, including interest and penalties, are reported as a liability within the Consolidated Balance Sheet. The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. The Company classifies interest and penalty accruals related to UTBs as income tax expense. In 2025, the Company recognized interest and penalty benefit of approximately $ 0.3 million. In 2024 and 2023, the Company recognized interest and penalty benefit of approximately $ 0.2 million and expense of $ 0.2 million, respectively. As of December 28, 2025, the Company believed that it is more-likely-than-not that the tax positions it has taken would be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial position, results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company’s estimates or from its historical income tax provisions and/or accruals and could have a material effect on operating results or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, interest and/or penalty assessments. For pre-Separation periods, the Company’s federal income tax returns, and various state income tax returns that included operations of the Company, were filed by Fortune Brands and remain open and subject to examination for tax years after 2021. In addition to the U.S., the Company has tax years that remain open and subject to examination by tax authorities in Canada for years after 2020 and in Mexico for years after 2019. As of December 28, 2025, the Company is not permanently reinvested with respect to all earnings generated by foreign operations. There was no material deferred tax liability recorded for foreign and state tax costs associated with the future remittance of these undistributed earnings. We expect to have the ability to repatriate available non-U.S. cash without significant additional tax cost. 15. Pension and Other Postretirement Plans We had a defined benefit pension plan in the United States covering many of the Company’s associates. However, the plan was frozen to new participants and benefit accruals were frozen for active participants on or before December 31, 2016. In addition, the Company provides postretirement health care and life insurance benefits to certain associates in Mexico (“the postretirement plan”). Service cost for the postretirement plan in 2025, 2024 and 2023 relates to benefit accruals for an associate group in Mexico who receive statutorily-mandated retiree health and welfare benefits. The defined benefit pension plan provided and the postretirement plan provides payment of retirement benefits, mainly commencing between the ages of 55 and 65. After meeting certain qualifications, an associate acquired (for the defined benefit pension plan) or acquires (for the postretirement plan) a vested right to future benefits. The benefits payable under the plans were (for the defined benefit pension plan) or are (for the postretirement plan) generally determined on the basis of an associate’s length of service and/or earnings. Employer contributions to the plans were made (for the defined benefit pension plan) or are made (for the postretirement plan), as necessary, to ensure legal funding requirements are satisfied. Also, from time to time, we made (for the defined benefit pension plan) or may make (for the postretirement plan) contributions in excess of the legal funding requirements. 72 Table of Contents During 2023, the Board of Directors of MasterBrand, Inc. approved a plan to terminate the defined benefit pension plan. The termination and settlement process preserves retirement benefits due to participants but changes the ultimate payor of such benefits. During 2024, the Company offered a lump-sum benefit payout option to certain plan participants, resulting in $ 41.9 million of payments to participants who elected this option, equivalent to approximately 34 percent of the Company’s benefit obligation for the plan. Due to the size of the lump-sum distribution, in accordance with U.S. GAAP, the Company was required to recognize a non-cash settlement charge of $ 2.9 million in the fourth quarter of 2024. On February 18, 2025, the Company completed the purchase of group annuity contracts with an insurance company, in which the liability, plan administration and payout of benefits were irrevocably transferred. In June 2025, the insurance company began paying plan benefits to eligible plan participants through the group annuity contracts. As a result of the final settlement of the plan, the Company recognized a non-cash settlement charge of $ 0.4 million recorded within other income, net in the accompanying consolidated statements of income for the fifty-two weeks ended December 28, 2025 . As a result of the termination of the defined benefit pension plan, the Company recognized a surplus in plan assets of $ 7.2 million. The Company used the surplus to satisfy other Company obligations for qualified replacement plans. As of December 28, 2025, there are no remaining surplus funds held within the defined benefit pension plan and the plan is closed. Net actuarial gains and losses occur when actual experience differs from any of the assumptions used to value the plans or when assumptions change as they may each year. The primary factors contributing to actuarial gains and losses are changes in the discount rate used to value obligations as of the measurement date and the differences between expected and actual returns on pension plan assets. (U.S. Dollars presented in millions) Pension Benefits Postretirement Benefits Obligations and Funded Status December 28, 2025 December 29, 2024 December 28, 2025 December 29, 2024 Change in the Projected Benefit Obligation (PBO): Projected benefit obligation at beginning of year $ 82.2 $ 135.6 $ 3.7 $ 4.1 Service cost — — 0.5 0.5 Interest cost 0.7 5.4 0.4 0.3 Actuarial (gain) loss ( 5.8 ) ( 10.7 ) 0.5 0.2 Benefits paid ( 2.9 ) ( 6.2 ) ( 0.3 ) ( 0.1 ) Lump sum benefits paid ( 74.2 ) ( 41.9 ) — — Curtailment gain — — ( 0.4 ) ( 1.3 ) Projected benefit obligation at end of year $ — $ 82.2 $ 4.4 $ 3.7 Accumulated benefit obligation at end of year (excludes the impact of future compensation increases) $ — $ 82.2 $ 3.1 $ 2.6 Change in Plan Assets Fair value of plan assets at beginning of year $ 81.5 $ 131.1 $ — $ — Actual return on plan assets 0.6 ( 1.5 ) — — Employer contributions 0.4 — 0.3 0.1 Benefits paid — ( 6.2 ) ( 0.3 ) ( 0.1 ) Lump sum benefits paid ( 82.5 ) ( 41.9 ) — — Fair value of plan assets at end of year $ — $ 81.5 $ — $ — Funded status (Fair value of plan assets less PBO) $ — $ ( 0.7 ) $ ( 4.4 ) $ ( 3.7 ) For the year ended December 28, 2025, the gain on the pension obligation is primarily due to the finalization of plan liabilities in conjunction with the transfer of the plan liabilities to an insurance company. For the year ended December 29, 2024, the gain on the pension obligation is primarily due to a combination of increasing discount rates and the actuarial gains from lump sum payments made from the plan during the year. 73 Table of Contents The accumulated benefit obligation exceeded the fair value of the pension plan assets at December 29, 2024. Amounts recognized in the consolidated balance sheets consist of: Pension Benefits Postretirement Benefits (U.S. Dollars presented in millions) December 28, 2025 December 29, 2024 December 28, 2025 December 29, 2024 Current liabilities $ — $ ( 0.1 ) $ ( 0.5 ) $ ( 1.1 ) Noncurrent liabilities — ( 0.6 ) ( 3.9 ) ( 2.6 ) Net amount recognized $ — $ ( 0.7 ) $ ( 4.4 ) $ ( 3.7 ) As of December 29, 2024 and December 31, 2023, we utilized the Society of Actuaries’ base MP-2021 mortality projection scale without adjustment. The amounts in accumulated other comprehensive loss on the Consolidated Balance Sheets that have not yet been recognized as components of net periodic benefit cost were as follows: (U.S. Dollars presented in millions) Pension Benefits Postretirement Benefits Net actuarial loss at December 31, 2023 $ 13.5 $ 0.2 Recognition of actuarial (loss) gain ( 2.8 ) 0.2 Current year actuarial gain ( 5.0 ) ( 0.3 ) Net actuarial loss at December 29, 2024 $ 5.7 $ 0.1 Recognition of actuarial gain — 0.4 Current year actuarial gain ( 5.7 ) ( 0.5 ) Net actuarial loss at December 28, 2025 $ — $ — Components of net periodic cost (benefit) were as follows: Components of Net Periodic Cost (Benefit) Pension Benefits Postretirement Benefits (U.S. Dollars presented in millions) 2025 2024 2023 2025 2024 2023 Service cost $ — $ — $ — $ 0.5 $ 0.5 $ 0.5 Interest cost 0.7 5.4 6.5 0.4 0.3 0.3 Expected return on plan assets ( 0.6 ) ( 4.1 ) ( 7.1 ) — — — Recognition of actuarial (gains) losses — ( 0.2 ) 2.9 — — — Settlement/Curtailment (gain)/loss ( 0.4 ) 2.9 — ( 0.5 ) ( 0.2 ) 0.3 Net periodic cost $ ( 0.3 ) $ 4.0 $ 2.3 $ 0.4 $ 0.6 $ 1.1 Assumptions Pension Benefits Postretirement Benefits 2025 2024 2023 2025 2024 2023 Weighted-average assumptions used to determine benefit obligations at balance sheet date: Discount rate N/A 5.5 % 4.8 % 10.0 % 10.7 % 9.2 % Weighted-average assumptions used to determine net cost (benefit) for years ended: Discount rate N/A 4.8 % 5.2 % 9.4 % 9.9 % 9.4 % Expected long-term rate of return on plan assets N/A 4.5 % 3.8 % — % — % — % 74 Table of Contents Plan Assets The fair value of the pension assets by major category of plan assets as of December 29, 2024 were as follows: (U.S. Dollars presented in millions) Total as of balance sheet date 2024 Collective trusts: Cash and cash equivalents $ 9.7 Fixed income 71.8 Total $ 81.5 As of December 29, 2024, our defined benefit plan Master Trust owned a variety of investment assets. All of these investment assets were measured using net asset value per share as a practical expedient per ASC 820. Following the retrospective adoption of ASU 2015-07 (Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share) we excluded all investments measured using net asset value per share in the amount of $ 81.5 million as of December 29, 2024, from the tabular fair value hierarchy disclosure. Investment assets as of December 29, 2024, consisting of fixed income funds and cash and cash equivalents, have no specified redemption frequency and notice period, and may be redeemed daily. As of December 29, 2024, we did not have an intent to sell or otherwise dispose of these investment assets at prices different than the net asset value per share. Our investment strategy was to protect the funded status of the defined benefit plan with a portfolio of fixed income investments and cash which was designed to offset changes in the plan’s liabilities related to changes in the discount rate. The asset allocation policy of the plan allowed for liability-hedging assets, including fixed income funds and cash. Asset allocations were reviewed periodically to ensure the allocation met the needs of the liability structure. Estimated Future Retirement Benefit Payments The following retirement benefit payments are expected to be paid by the respective plans: (U.S. Dollars presented in millions) Postretirement Benefits 2026 $ 0.6 2027 $ 0.4 2028 $ 0.4 2029 $ 0.4 2030 $ 0.4 Years 2031-2035 $ 2.9 Defined Contribution Plan Contributions We sponsor a number of defined contribution plans. Contributions are determined under various formulas. Cash contributions by the Company related to these plans amounted to $ 22.8 million, $ 19.9 million and $ 18.2 million in 2025, 2024 and 2023, respectively. 16. Commitments Purchase Obligations Purchase obligations of the Company as of December 28, 2025 were $ 65.6 million, of which $ 39.3 million is due within one year. Purchase obligations include contracts for selling and administrative services and capital expenditures. 75 Table of Contents 17. Contingencies and Accrued Losses Product Warranties We generally record warranty expense related to contractual warranty terms at the time of sale. We may also provide customer concessions for claims made outside of the contractual warranty terms and those expenses are recorded in the period in which the concession is made. We offer our customers various warranty terms based on the type of product that is sold. 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 years ended 2025, 2024 and 2023. (U.S. Dollars presented in millions) 2025 2024 2023 Reserve balance at the beginning of the year $ 9.3 $ 12.9 $ 11.2 Provision for warranties issued 23.2 21.4 32.7 Settlements made (in cash or in kind) ( 25.2 ) ( 25.0 ) ( 31.0 ) Reserve balance at end of year $ 7.3 $ 9.3 $ 12.9 Litigation The Company is a defendant in lawsuits that are ordinary routine litigation matters incidental to our business and operations. In addition, other matters, including tax assessments, audits, claims and governmental investigations and proceedings covering a wide range of matters are pending against us. It is not possible to predict the outcome of the pending actions, and, as with any such matters, it is possible that these actions could be decided unfavorably to the Company. The Company believes that there are meritorious defenses to these actions and that these actions will not have a material adverse effect upon the Company’s results of operations, cash flows or financial condition, and where appropriate, these actions are being vigorously contested. Accordingly, the Company believes the likelihood of material loss is remote. However, such matters are subject to inherent uncertainties and unfavorable rulings or other events could occur. The Company regularly undergoes tax audits in various jurisdictions in which our products are sold or manufactured. In the future, costs related to such audits or an unfavorable outcome could have a material impact on our consolidated results of operations, cash flows and financial condition. Following an audit for the 2018 tax year, the Mexican tax administration service, the SAT, issued a tax assessment in the amount of 944.8 million Mexican pesos (approximately $ 52.7 million USD as of December 28, 2025) to our subsidiary, Woodcrafters Home Products, S. de R.L. de C.V., for allegedly failing to make certain tax payments and to export timely certain merchandise. The Company disputed these findings, and the SAT annulled their decision on January 11, 2024. 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 December 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. Environmental 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 December 28, 2025 and December 29, 2024. 76 Table of Contents 18. Stock-Based Compensation Certain of the Company’s associates participate in a stock-based compensation plan sponsored by MasterBrand, Inc. Our stock-based compensation plan, the MasterBrand, Inc. 2022 Long-Term Incentive Plan (the “Plan”), includes stock options, restricted stock, restricted stock units, performance shares, performance units, other types of stock-based awards, and other cash-based compensation. As of December 28, 2025, approximately 7.5 million shares of common stock remained authorized for issuance under the Plan. In addition, shares of common stock that were granted and subsequently expired, terminated, cancelled or forfeited, or were used to satisfy the required withholding taxes with respect to existing awards under the Plan may be recycled back into the total numbers of shares available for issuance under the Plan. Upon the exercise or payment of stock-based awards, shares of common stock are issued from authorized common shares of MasterBrand, Inc. Stock-based compensation expense under the MasterBrand, Inc. Plan was as follows: (U.S. Dollars presented in millions) 2025 2024 2023 Performance awards $ 1.2 $ 5.7 $ 1.2 Restricted stock units 14.9 15.8 15.6 Stock option awards — 0.4 1.0 Total pre-tax expense 16.1 21.9 17.8 Tax benefit 4.0 5.4 4.2 Total after tax expense $ 12.1 $ 16.5 $ 13.6 Performance Share Awards Performance share awards (“PSAs”) have been granted to officers and certain associates of the Company and represent the right to earn shares of MasterBrand, Inc. common stock based on the achievement of their company-wide non-GAAP performance conditions, including average adjusted return on net tangible assets and cumulative adjusted EBITDA during the three-year performance period. Compensation cost is amortized into expense over the performance period, which is generally three years , and is based on the probability of meeting performance targets. The fair value of each PSA is based on the average of the high and low stock price on the date of grant. During 2025 , we granted 420,147 PSAs. During 2024 , we granted 562,587 PSA. The following table summarizes activity with respect to PSAs outstanding under the MasterBrand, Inc. Plan: Number of Performance Share Awards Weighted- Average Grant- Date Fair Value Non-vested at December 29, 2024 950,239 $ 14.11 Granted 420,147 $ 13.16 Vested ( 2,450 ) $ 14.09 Forfeited ( 101,828 ) $ 16.04 Non-vested at December 28, 2025 1,266,108 $ 13.64 The remaining unrecognized pre-tax compensation cost related to PSAs at December 28, 2025 was approximately $ 2.6 million (based on the current estimated probability of meeting performance targets), and the weighted-average period of time over which this cost will be recognized is 1.54 years. The fair value of PSAs that vested during 2025, 2024 and 2023 was $ 0.1 million in each year. The weighted-average grant date fair value of PSAs that were granted during 2025, 2024 and 2023 were $ 13.16 , $ 17.05 and $ 9.91 , respectively. 77 Table of Contents Restricted Stock Units Restricted stock units (“RSUs”) have been granted to officers and certain associates of the Company and represent the right to receive shares of MasterBrand, Inc. common stock subject to continued employment through each vesting date. RSUs generally vest ratably over a three-year period, with 1/3 vesting on the 1st anniversary of the grant date, 1/3 vesting on the 2nd anniversary of the grant date, and 1/3 vesting on the 3rd anniversary of the grant date. In addition, certain associates can elect to defer receipt of a portion of their RSU awards upon vesting. Compensation cost is recognized over the service period. We calculate the fair value of each RSU granted by using the average of the high and low stock price on the date of grant. The following table summarizes activity with respect to RSUs outstanding under the MasterBrand, Inc. Plan: Number of Restricted Stock Units Weighted- Average Grant- Date Fair Value Non-vested at December 29, 2024 2,956,748 $ 11.70 Granted 1,281,825 $ 12.99 Vested ( 1,636,475 ) $ 10.49 Forfeited ( 225,745 ) $ 13.35 Non-vested at December 28, 2025 2,376,353 $ 13.08 The remaining unrecognized pre-tax compensation cost related to RSUs at December 28, 2025 was approximately $ 16.8 million, and the weighted-average period of time over which this cost will be recognized is 1.77 years. The fair value of RSUs that vested during 2025, 2024 and 2023 was $ 21.4 million, $ 29.5 million and $ 10.6 million, respectively. The weighted-average grant date fair value of RSUs that were granted during 2025, 2024 and 2023 were $ 12.99 , $ 17.58 and $ 10.28 , respectively. Stock Option Awards Stock options have been granted to officers and certain associates of the Company and represent the right to purchase shares of MasterBrand, Inc. common stock subject to continued employment through each vesting date. Stock options granted under the Plan generally vest over a three-year period and generally have a maturity of ten years from the grant date. All stock-based compensation to associates is required to be measured at fair value and expensed over the requisite service period. We recognize compensation expense on awards on a straight-line basis over the requisite service period for the entire award. MasterBrand, Inc. did not grant any stock options in fiscal 2025, 2024 or 2023. The fair value of MasterBrand, Inc. options granted in future periods will be estimated at the date of grant using a Black-Scholes option pricing model with assumptions for current expected dividend yield, expected volatility, risk-free interest rate and an expected term. A summary of MasterBrand, Inc. stock option activity for the year ended December 28, 2025 was as follows: Options Weighted- Average Exercise Price Outstanding at December 29, 2024 1,334,292 $ 9.36 Granted — $ — Exercised ( 4,310 ) $ 5.92 Expired/forfeited — $ — Outstanding at December 28, 2025 1,329,982 $ 9.38 78 Table of Contents Options outstanding and exercisable at December 28, 2025 were as follows: Options Outstanding (a) Options Exercisable (b) Range Of Exercise Prices Options Outstanding Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price Options Exercisable Weighted- Average Exercise Price $ 5.92 to $ 10.76 1,329,982 4.63 $ 9.38 1,329,982 $ 9.38 (a) At December 28, 2025, the aggregate intrinsic value of options outstanding was $ 2.5 million (as compared to $ 6.8 million at December 29, 2024). (b) At December 28, 2025 the weighted-average remaining contractual life of options exercisable was 4.6 years (as compared to 5.5 years at December 29, 2024) and the aggregate intrinsic value of options exercisable was $ 2.5 million (as compared to $ 6.4 million at December 29, 2024). There is no remaining unrecognized compensation cost related to unvested awards at December 28, 2025, as all stock option awards have vested. The fair value of options that vested during the years ended 2025, 2024 and 2023 was $ 0.4 million , $ 0.8 million and $ 1.4 million , respectively. No options were exercised in 2024 or 2023. 19. Accumulated Other Comprehensive Income (Loss) Total accumulated other comprehensive loss consists of net income and other changes in business equity from transactions and other events from sources other than shareholders. 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 were as follows: (U.S. Dollars presented in millions) Foreign Currency Adjustments Derivative Hedging Gain (Loss) Pension and Other Postretirement Plans Adjustments Accumulated Other Comprehensive (Loss) Income Balance at December 25, 2022 $ ( 8.0 ) $ 2.8 $ ( 9.3 ) $ ( 14.5 ) Amounts classified into accumulated other comprehensive income (loss) 12.1 9.6 ( 3.1 ) 18.6 Amounts reclassified into earnings — ( 10.2 ) 2.4 ( 7.8 ) Net current period other comprehensive income (loss) 12.1 ( 0.6 ) ( 0.7 ) 10.8 Balance at December 31, 2023 $ 4.1 $ 2.2 $ ( 10.0 ) $ ( 3.7 ) Amounts classified into accumulated other comprehensive (loss) income ( 27.7 ) ( 10.1 ) 4.0 ( 33.8 ) Amounts reclassified into earnings — 2.9 1.9 4.8 Net current period other comprehensive (loss) income ( 27.7 ) ( 7.2 ) 5.9 ( 29.0 ) Balance at December 29, 2024 $ ( 23.6 ) $ ( 5.0 ) $ ( 4.1 ) $ ( 32.7 ) Amounts classified into accumulated other comprehensive income 19.2 12.0 4.7 35.9 Amounts reclassified into earnings — ( 2.1 ) ( 0.3 ) ( 2.4 ) Net current period other comprehensive income 19.2 9.9 4.4 33.5 Balance at December 28, 2025 $ ( 4.4 ) $ 4.9 $ 0.3 $ 0.8 79 Table of Contents 20. Stock Repurchase Programs On May 9, 2023, we announced our Board of Directors’ authorization of a stock repurchase program (“2023 Share Repurchase Authorization”) under which we could repurchase up to $ 50.0 million of our common stock over a twenty-four month period, which expired on April 23, 2025. On March 13, 2025, our Board of Directors authorized an additional stock repurchase program (“2025 Share Repurchase Authorization”) under which we may repurchase up to $ 50.0 million of our common stock over a thirty-six month period expiring on March 13, 2028. This stock repurchase program is in addition to the 2023 Share Repurchase Authorization. Both stock repurchase programs allow the Company to repurchase shares at management’s discretion for general corporate purposes. As a result of the authorization of both plans, we may repurchase shares from time to time through open market purchases, privately-negotiated transactions, block trades or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and amount of our purchases will depend upon prevailing market conditions, our available capital resources, our financial and operational performance, alternative uses of capital and other factors. We may limit or terminate the 2025 Share Repurchase Authorization at any time. During fiscal 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 fiscal 2024 we repurchased 371,499 shares of our common stock under our 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 December 28, 2025, $ 47.4 million remained authorized for purchase under the 2025 Share Repurchase Authorization. 21. Segment Information The Company has one operating and reportable segment that is organized based on the nature of products the Company sells, its production and distribution mode, the internal management structure and information that is regularly provided to the chief operating decision maker (“CODM”) for the purpose of assessing performance and allocating resources. The Company is the largest manufacturer of residential cabinets in North America with a portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. Our production and distribution modes were determined to be a single reportable segment, as discrete financial information by sale distribution channel and by customer shipping location is limited to sale-related metrics, as disclosed in Note 4, "Revenue from Contracts with Customers." Our chief executive officer is our CODM. The CODM uses net income predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances from net income on a monthly basis when making decisions about allocating capital resources to the reportable segment. The CODM also uses net income for evaluating the performance of the reportable segment and in determining the compensation of certain employees. 80 Table of Contents The following summarizes the significant and other operating expenses reviewed by the CODM: (U.S. Dollars presented in millions) 2025 2024 2023 Net sales $ 2,734.7 $ 2,700.4 $ 2,726.2 Less: Raw materials 979.0 962.3 988.1 Production labor and overhead 928.1 861.1 836.7 Non-production associate-related costs 210.6 199.2 196.2 Distribution costs 163.1 161.8 169.4 Commissions 59.0 47.2 48.4 Provision for bad debt 17.8 0.4 1.9 Amortization of intangibles 25.6 20.2 15.3 Other segment items (a) 232.5 212.5 163.9 Interest expense 74.1 74.0 65.2 Gain on sale of asset — ( 4.3 ) — Other (income) expense, net ( 1.4 ) ( 2.3 ) 2.4 Income tax expense 19.6 42.4 56.7 Consolidated net income $ 26.7 $ 125.9 $ 182.0 (a) Other segment items include outside service costs, acquisition-related costs, restructuring charges and other expenses. The measure of segment assets is reported on the balance sheet as total consolidated assets. The CODM does not review segment assets at a different asset level or category. 81 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of MasterBrand, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of MasterBrand, Inc. and its subsidiaries (the “Company”) as of December 28, 2025 and December 29, 2024, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 28, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 28, 2025, appearing after Item 16 and the signatures, (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 28, 2025 and December 29, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 82 Table of Contents Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Quantitative Impairment Tests – Certain Indefinite-Lived Tradenames As described in Notes 2 and 9 to the consolidated financial statements, the Company’s consolidated indefinite-lived tradenames balance was $268.1 million as of December 28, 2025, a portion of which relates to certain tradenames. Management reviews indefinite-lived tradenames for impairment annually in the fourth quarter and whenever market or business events indicate there may be a potential impairment of that intangible. Impairment losses are recorded to the extent that the carrying value of the indefinite-lived tradename exceeds its fair value. Fair value is measured by management using the relief-from-royalty approach. Significant assumptions used to determine the estimated fair values are forecasted revenue growth rates, assumed royalty rates and market-participant discount rates. The principal considerations for our determination that performing procedures relating to the quantitative impairment tests for certain indefinite-lived tradenames is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of certain tradenames; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenue growth rates, assumed royalty rates, and market-participant discount rates for certain tradenames; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s quantitative impairment tests for indefinite-lived tradenames, including controls over the valuation of certain indefinite-lived tradenames. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of certain tradenames, (ii) evaluating the appropriateness of the relief-from-royalty approach used by management; (iii) testing the completeness and accuracy of underlying data used in the relief-from-royalty approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenue growth rates, assumed royalty rates, and market-participant discount rates for certain tradenames. Evaluating management’s significant assumptions related to forecasted revenue growth rates and assumed royalty rates involved evaluating whether the significant assumptions used by management for certain tradenames were reasonable considering, (i) the current and past performance of the business associated with certain tradenames; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s relief-from-royalty approach and (ii) the reasonableness of the assumed royalty rate and market-participant discount rate significant assumptions for certain tradenames. /s/ PricewaterhouseCoopers LLP Milwaukee, Wisconsin February 13, 2026 We have served as the Company’s auditor since 2021. 83 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.