Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended ("Exchange Act"). Based on this evaluation, our principal executive officer and principal financial officer, concluded that, as of December 28, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework in Internal Control — Integrated Framework (2013) issued by the COSO, our management concluded that our internal control over financial reporting was effective as of December 28, 2025.
PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 28, 2025, as stated in their report, which appears herein.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter ended December 28, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
During the year ended December 28, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
We have adopted an insider trading policy (the “Insider Trading Policy”) applicable to our officers, directors, team members and certain persons and entities (collectively, “Covered Persons”) that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the NYSE listing standards.
The information required by this item is incorporated by reference from the applicable information set forth in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC.
Code of Ethics
Information regarding the Company’s code of conduct and ethics is available on the Company’s website at https://www.masterbrand.com. To access this information, first click on “Investors”, then click on “Governance” and then click on "Governance Documents" on the Company’s website. Then, select the “Code of Business Conduct and Ethics” and “Code of Ethics for Senior Financial Officers” links.
Item 11. Executive Compensation
The information required by this item is incorporated by reference from the applicable information set forth in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by this item is incorporated by reference from the applicable information set forth in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference from the applicable information set forth in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference from the applicable information set forth in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. Consolidated Financial Statements
Page
Consolidated Statements of Income for the years ended December 28, 2025, December 29, 2024, & December 31, 2023
42
Consolidated Statements of Comprehensive Income for the years ended December 28, 2025, December 29, 2024, & December 31, 2023
43
Consolidated Balance Sheets at December 28, 2025 & December 29, 2024
44
Consolidated Statements of Cash Flows for the years ended December 28, 2025, December 29, 2024, & December 31, 2023
45
Consolidated Statements of Equity for the years ended December 28, 2025, December 29, 2024, & December 31, 2023
46
Notes to Consolidated Financial Statements 47
Report of Independent Registered Public Accounting Firm (PCAOB ID Number: 238 )
82
2. Financial Statement Schedule
Valuation and qualifying accounts – Allowance for cash discounts and sales allowances, customer program allowance and tax valuation allowance 91
All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedules, or because the information required is included in the Consolidated Financial Statements or the notes thereto.
3. Exhibits
The exhibits listed on the accompanying exhibit index are filed as part of this Annual Report on Form 10-K.
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EXHIBIT INDEX
Incorporated by reference herein
Exhibit
Number Description Form Date
2.1
Separation and Distribution Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.
Current Report on Form 8-K
(File No. 001-41545)
December 15, 2022
2.2 +
Agreement and Plan of Merger, dated as of May 20, 2024, by and among Dura Investment Holdings LLC, GHK North Star Holdings LLC, as Seller Representative, MasterBrand Cabinets LLC and Dogwood Merger Sub LLC.
Current Report on Form 8-K
(File No. 001-41545) July 11, 2024
2.3
Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 9, 2024, by and among Dura Investment Holdings LLC, GHK North Star Holdings LLC, as Seller Representative, MasterBrand Cabinets LLC and Dogwood Merger Sub LLC
Current Report on Form 8-K
(File No. 001-41545) July 11, 2024
2. 4 +
Agreement and Plan of Merger, dated as of August 5, 2025, by and among MasterBrand, Inc., Maple Merger Sub, Inc., and American Woodmark Corporation
Current Report on Form 8-K (File No. 001-41545) August 6, 2025
3.1
Corrected and Amended and Restated Certificate of Incorporation of MasterBrand, Inc., effective August 7, 2023
Current Report on Form 10-Q
(File No. 001-41545)
August 9, 2023
3. 2
Amended and Restated Bylaws of MasterBrand, Inc., effective June 4, 2025
Current Report on Form 8-K
(File No. 001-41545) June 4, 2025
4.1
Description of Securities
Current Report on Form 10-K
(File No. 001-41545)
March 10, 2023
4.2
Indenture, dated as of June 27, 2024, by and among the Company, the Subsidiary Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.
Current Report on Form 8-K
(File No. 001-41545)
June 27, 2024
4.3
Form of 7.00% Senior Notes due 2032.
Current Report on Form 8-K
(File No. 001-41545)
June 27, 2024
10.1
Tax Allocation Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.
Current Report on Form 8-K
(File No. 001-41545)
December 15, 2022
10.2
Employee Matters Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc. and MasterBrand, Inc.
Current Report on Form 8-K
(File No. 001-41545)
December 15, 2022
10.3
MasterBrand, Inc. 2022 Long-Term Incentive Plan *
Current Report on Form 8-K
(File No. 001-41545)
December 15, 2022
10.4
MasterBrand, Inc. Annual Executive Incentive Compensation Plan *
Current Report on Form 8-K
(File No. 001-41545)
December 15, 2022
10.5
Form of Severance and Change of Control Agreement *
Current Report on Form 8-K
(File No. 001-41545)
December 15, 2022
10.6
MasterBrand, Inc. Deferred Compensation Plan *
Current Report on Form 8-K
(File No. 001-41545)
December 15, 2022
10. 7
Amended and Restated Credit Agreement, dated as of June 27, 2024, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Current Report on Form 8-K
(File No. 001-41545)
June 27, 2024
10. 8
First Amendment to Amended and Restated Credit Agreement, dated as of November 3, 2025, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Current Report on Form 10-Q
(File No. 001-41545)
November 5, 2025
19.1
Insider Trading Policy (x)
21.1
Subsidiaries of the Company (x)
23.1
Consent of Independent Registered Public Accounting Firm (x)
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24.1
Power of Attorney (included as part of the page titled “Signatures”)
31.1
Certification of principal executive officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (x)
31.2
Certification of principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (x)
32.1
Certification of principal executive officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (x)
32.2
Certification of principal financial officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (x)
97
Dodd-Frank Clawback Policy, effective September 6, 2023
Current Report on Form 10-K
(File No. 001-41545) February 27, 2024
101.INS XBRL Instance Document (x)
101.SCH XBRL Taxonomy Extension Schema
Document (x)
101.CAL XBRL Taxonomy Extension Calculation
Linkbase Document (x)
101.DEF
XBRL Taxonomy Extension Definition
101.PRE XBRL Taxonomy Extension Presentation
Linkbase Document (x)
101.LAB XBRL Taxonomy Extension Label
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
‘ + Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
* Management contract or compensatory plan or arrangement.
(x) Filed herewith.
Item 16. Form 10-K Summary
Not applicable .
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: 2/13/2026
MasterBrand, Inc.
By: /s/ R. David Banyard, Jr.
Name: R. David Banyard, Jr.
Title: President & Chief Executive Officer
POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R. David Banyard, Jr. and Andrean Horton, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature
Title Date
/s/ R. David Banyard, Jr. President, Chief Executive Officer, & a Director 2/13/2026
R. David Banyard, Jr. (Principal Executive Officer)
/s/ Andrea H. Simon Executive Vice President & Chief Financial Officer 2/13/2026
Andrea H. Simon (Principal Financial Officer)
/s/ Mark A. Young Vice President & Chief Accounting Officer 2/13/2026
Mark A. Young (Principal Accounting Officer)
/s/ David D. Petratis Non-Executive Chairman of the Board 2/13/2026
David D. Petratis
/s/ Catherine Y. Courage Director 2/13/2026
Catherine Y. Courage
/s/ Juliana L. Chugg Director 2/13/2026
Juliana L. Chugg
/s/ Robert C. Crisci Director 2/13/2026
Robert C. Crisci
/s/ Ann Fritz Hackett Director 2/13/2026
Ann Fritz Hackett
/s/ Jeffery S. Perry Director 2/13/2026
Jeffery S. Perry
/s/ Patrick S. Shannon Director 2/13/2026
Patrick S. Shannon
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Schedule II Valuation and Qualifying Accounts
For the years ended December 28, 2025, December 29, 2024 and December 31, 2023
(U.S. Dollars presented in millions) Balance at
Beginning
of Period Charges (a)
Write-offs
and
Deductions (b)
Balance at
End of
Period
2025:
Allowance for cash discounts and sales allowances $ 10.6 $ 55.6 $ 58.6 $ 7.6
Customer program allowance 34.6 132.9 135.7 31.8
Valuation allowance for deferred tax assets
3.7 4.4 — 8.1
2024:
Allowance for cash discounts and sales allowances $ 4.9 $ 57.8 $ 52.1 $ 10.6
Customer program allowance 43.0 125.7 134.1 34.6
Valuation allowance for deferred tax assets
1.0 2.7 — 3.7
2023:
Allowance for cash discounts and sales allowances $ 5.6 $ 73.5 $ 74.2 $ 4.9
Customer program allowance 58.3 146.5 161.8 43.0
Valuation allowance for deferred tax assets
1.2 ( 0.2 ) — 1.0
(a) Charges related to the allowance for cash discounts and sales allowances and the customer program allowance are classified as a reduction in net sales. Charges also include the impact of the Supreme Customer program allowance at the date of acquisition. Charges related to the valuation allowance for deferred tax assets are classified as income tax expense.
(b) Net of immaterial foreign currency impact.
91