What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-05 · 194 added, 329 removed, 386 unchanged (58% of the section changed)

1 unchanged sentence

MasterBrand, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

13 Weeks Ended 39 Weeks Ended

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

2025 September 29,

2024 September 28,

2025 September 29,

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

13 Weeks Ended

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

2026 March 30,

NET SALES $ 618.0 $ 660.3

4 unchanged sentences

Restructuring charges 12.8 4.7

OPERATING INCOME 41.7 57.6 146.1 198.2

OPERATING (LOSS) INCOME ( 18.5 ) 37.1

Interest expense 18.4 19.4

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

INCOME BEFORE TAXES 23.4 39.4 89.7 148.5

Income tax expense 5.3 10.3 21.0 36.6

NET INCOME $ 18.1 $ 29.1 $ 68.7 $ 111.9

Other (income) expense, net ( 0.8 ) 0.4

(LOSS) INCOME BEFORE TAXES ( 36.1 ) 17.3

Income tax (benefit) expense ( 20.7 ) 4.0

NET (LOSS) INCOME $ ( 15.4 ) $ 13.3

Average Number of Shares of Common Stock Outstanding

1 unchanged sentence

Diluted 127.5 130.7

Earnings Per Common Share

(Loss) Earnings Per Common Share

Basic $ ( 0.12 ) $ 0.10

2 unchanged sentences

MasterBrand, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

13 Weeks Ended 39 Weeks Ended

Dollars presented in millions) September 28,

2025 September 29,

2024 September 28,

2025 September 29,

NET INCOME $ 18.1 $ 29.1 $ 68.7 $ 111.9

Other comprehensive income (loss), before tax:

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

13 Weeks Ended

Dollars presented in millions) March 29,

2026 March 30,

NET (LOSS) INCOME $ ( 15.4 ) $ 13.3

Other comprehensive (loss) income, before tax:

Foreign currency translation adjustments ( 3.2 ) 1.2

Unrealized gains (losses) on derivatives:

Unrealized holding gains (losses) arising during period 2.5 ( 4.1 ) 9.3 ( 8.0 )

Unrealized (losses) gains on derivatives:

Unrealized holding gains arising during period 0.7 1.0

reclassification adjustment for (gains) losses included in net income ( 3.8 ) 2.9

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

Unrealized (losses) gains on derivatives ( 3.1 ) 3.9

Defined benefit plans:

2 unchanged sentences

Defined benefit plans — 5.8

Other comprehensive income (loss), before tax 0.2 ( 6.1 ) 29.2 ( 23.1 )

Other comprehensive (loss) income, before tax ( 6.3 ) 10.9

Income tax expense related to items of other comprehensive income — ( 1.4 )

Other comprehensive income (loss), net of tax 0.2 ( 6.1 ) 27.8 ( 23.1 )

COMPREHENSIVE INCOME $ 18.3 $ 23.0 $ 96.5 $ 88.8

Other comprehensive (loss) income, net of tax ( 6.3 ) 9.5

COMPREHENSIVE (LOSS) INCOME $ ( 21.7 ) $ 22.8

See notes to unaudited condensed consolidated financial statements

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars presented in millions) September 28,

Dollars presented in millions) March 29,

2026 December 28,

19 unchanged sentences

Deferred income taxes 166.4 171.6

Pension and other postretirement plan liabilities 3.6 3.2

Other postretirement plan liabilities 3.8 3.9

Operating lease liabilities 171.1 175.2

4 unchanged sentences

authorized 750.0 million shares;

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

133.9 million issued and 128.0 million outstanding as of March 29, 2026 ;

132.6 million issued and 127.2 million outstanding as of December 28, 2025)

1 unchanged sentence

Treasury stock, at cost ( 77.1 ) ( 70.4 )

Accumulated other comprehensive loss ( 4.9 ) ( 32.7 )

Accumulated other comprehensive (loss) income ( 5.5 ) 0.8

Retained earnings 1,341.7 1,357.1

5 unchanged sentences

13 Weeks Ended

Dollars presented in millions) September 28,

2025 September 29,

Dollars presented in millions) March 29,

2026 March 30,

OPERATING ACTIVITIES

Net income $ 68.7 $ 111.9

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income $ ( 15.4 ) $ 13.3

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation 16.3 16.4

1 unchanged sentence

Restructuring charges, net of cash payments 5.8 3.1

Write-off and amortization of finance fees 2.1 8.2

Amortization of finance fees 0.7 0.7

Stock-based compensation 4.3 5.1

7 unchanged sentences

Other items 0.5 ( 2.3 )

NET CASH PROVIDED BY OPERATING ACTIVITIES 108.8 176.9

NET CASH USED IN OPERATING ACTIVITIES ( 133.0 ) ( 31.4 )

INVESTING ACTIVITIES

2 unchanged sentences

Proceeds from the disposition of assets 0.2 —

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

NET CASH USED IN INVESTING ACTIVITIES ( 13.0 ) ( 9.8 )

1 unchanged sentence

Proceeds from revolving credit facility borrowings 150.0 95.0

Issuance of Senior Notes — 700.0

Repayment of revolving credit facility borrowings ( 40.0 ) ( 45.0 )

Repayment of term loan — ( 712.5 )

Payment of financing fees ( 1.0 ) —

2 unchanged sentences

Other items ( 0.7 ) ( 0.6 )

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

NET CASH PROVIDED BY FINANCING ACTIVITIES 101.6 33.5

Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash ( 1.1 ) 0.2

5 unchanged sentences

Total cash, cash equivalents and restricted cash $ 138.4 $ 114.1

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

(a) Capital expenditures of $ 5.3 million and $ 4.6 million that have not been paid as of March 29, 2026 and March 30, 2025, respectively, were excluded from the condensed consolidated statements of cash flows.

See notes to unaudited condensed consolidated financial statements

4 unchanged sentences

Comprehensive

(Loss) Income

Earnings Total

4 unchanged sentences

Net income — — — — — 13.3 13.3

Other comprehensive loss — — — — ( 23.1 ) — ( 23.1 )

Other comprehensive income — — — — 9.5 — 9.5

Stock-based compensation 0.4 — 5.1 ( 4.5 ) — — 0.6

Stock repurchase program ( 0.8 ) — — ( 11.4 ) — — ( 11.4 )

Balance at September 29, 2024

Balance at March 30, 2025

127.2 $ 1.3 $ 44.8 $ ( 59.9 ) $ ( 23.2 ) $ 1,343.7 $ 1,306.7

2 unchanged sentences

Comprehensive income:

Net income — — — — — 68.7 68.7

Other comprehensive income — — — — 27.8 — 27.8

Net loss — — — — — ( 15.4 ) ( 15.4 )

Other comprehensive loss — — — — ( 6.3 ) — ( 6.3 )

Stock-based compensation 0.8 — 4.3 ( 6.7 ) — — ( 2.4 )

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

Balance at September 28, 2025

Balance at March 29, 2026

128.0 $ 1.3 $ 60.1 $ ( 77.1 ) $ ( 5.5 ) $ 1,341.7 $ 1,320.5

4 unchanged sentences

Background MasterBrand, Inc.

is a leading 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.

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.

2 unchanged sentences

Our fiscal 2026 and 2025 consist of 52 weeks ending on December 27, 2026 and December 28, 2025, respectively.

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

The condensed consolidated balance sheet as of March 29, 2026 , as well as the related condensed consolidated statements of income, comprehensive income, cash flows and equity for the thirteen weeks ended March 29, 2026 and the thirteen weeks ended March 30, 2025 are unaudited.

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

5 unchanged sentences

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 .

On February 20, 2026, the Supreme Court of the United States (the “Supreme Court”) issued a decision in Learning Resources, Inc.

Trump and Trump v.

Selections, Inc., two appeals concerning tariffs President Trump imposed under the International Emergency Economic Powers Act (“IEEPA”).

The Supreme Court held that the IEEPA does not give the President authority to impose tariffs.

The Supreme Court thus affirmed a lower court decision that invalidated two sets of IEEPA tariffs:

one set of tariffs on imports from Canada, Mexico, and the People's Republic of China based on declared emergencies concerning illicit drugs, and another set of tariffs on most other U.S.

imports based on a declared emergency concerning the U.S.

trade deficit.

The Supreme Court ruling did not specifically address refunds.

On March 4, 2026, the Court of International Trade (“CIT”) ordered the Trump administration (the “Administration”) to begin refunding all tariffs imposed under the IEEPA.

The Company paid approximately $ 11.7 million in IEEPA tariffs prior to the Supreme Court decision.

No further tariffs under the IEEPA were paid subsequent to the Supreme Court decision.

However, the prospective beneﬁt of the elimination of the IEEPA tariffs was approximately offset by the immediate implementation of new tariffs under Section 122 of the Trade Act of 1974.

The Company intends to maintain all legal and administrative rights to potential recovery of IEEPA tariffs paid.

We are accounting for any such recoveries under the GAAP gain contingency model.

No receivable has been recognized as of March 29, 2026 due to uncertainty regarding the realizability of the refund process and administrative approval.

Recently Issued Accounting Standards

Accounting Standards Issued and Adopted

There are no recently issued accounting pronouncements that we have adopted and which have had a material effect on our results of operations, cash flows or financial condition.

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued Accounting Standards Update (“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 adoption of ASU 2025-05 did not have a material impact on our consolidated financial position, results of operations or cash flows.

Accounting Standards Issued, But Not Yet 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.

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

Disaggregation of Income Statement Expenses

4 unchanged sentences

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

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”).

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

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

Targeted Improvements to the Accounting for Internal-Use Software

6 unchanged sentences

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

Other new accounting pronouncements issued but not effective until after March 29, 2026 did not and are not expected to have a material impact on our financial position, results of operations or cash flows.

Acquisition of American Woodmark

American Woodmark

3 unchanged sentences

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.

The closing of the Merger, which is expected to occur in the second calendar quarter of 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.

3 unchanged sentences

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

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

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

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

On July 10, 2024, we acquired all of the issued and outstanding limited liability interests of Dura Investment Holdings LLC, the parent company of Supreme Cabinetry Brands, Inc.

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

Supreme is 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.

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 and disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

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

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

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

Dollars presented in millions)

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

Cash and cash equivalents $ 11.8 $ — $ 11.8

Accounts receivable 11.5 — 11.5

Inventories 17.3 ( 0.3 ) 17.0

Other current assets 2.1 ( 0.1 ) 2.0

Property, plant and equipment 115.9 ( 0.5 ) 115.4

Operating lease right-of-use assets 17.6 — 17.6

Other intangible assets 256.9 2.3 259.2

Other assets 1.9 — 1.9

$ 435.0 $ 1.4 $ 436.4

Accounts payable $ 7.2 $ — $ 7.2

Current operating lease liabilities 2.4 — 2.4

Other current liabilities 18.0 — 18.0

Deferred income taxes 69.8 ( 0.6 ) 69.2

Operating lease liabilities 15.1 — 15.1

Other non-current liabilities 0.3 0.3 0.6

$ 112.8 $ ( 0.3 ) $ 112.5

Net Assets Acquired $ 322.2 $ 1.7 $ 323.9

Goodwill 204.9 ( 1.5 ) 203.4

Purchase Consideration $ 527.1 $ 0.2 $ 527.3

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

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

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

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

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

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

Dollars presented in millions)

Asset Type Fair Value Useful Life Valuation Methodology

Customer relationships $ 174.1 17.5 years Multi-period excess earnings

Tradenames 85.1 Indefinite Relief from royalty method

Total other intangible assets $ 259.2

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

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

Pro forma financial information

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

13 Weeks Ended 39 Weeks Ended

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

Net Sales $ 62.9 $ 60.8 $ 194.4 $ 60.8

Net Income $ 3.7 $ 4.2 $ 13.3 $ 4.2

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

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

13 Weeks Ended 39 Weeks Ended

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

Net Sales $ 718.1 $ 2,168.7

Net Income $ 42.0 $ 118.3

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

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

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

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

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

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

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

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

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

Revenue from Contracts with Customers

13 unchanged sentences

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

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

We estimate future product returns at the time of sale based on historical experience and record a corresponding refund obligation, which amounted to $ 2.2 million and $ 2.1 million as of March 29, 2026 and December 28, 2025, respectively.

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

1 unchanged sentence

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

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

13 Weeks Ended 39 Weeks Ended

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

The following table disaggregates our consolidated revenue by major sales distribution channels and by shipping location for the thirteen weeks ended March 29, 2026 and March 30, 2025 .

13 Weeks Ended

Dollars presented in millions) March 29, 2026 March 30, 2025

Net Sales by Channel

1 unchanged sentence

Retailers (b)

211.9 231.1 658.4 705.7

95.4 93.8 277.0 266.1

Net sales $ 618.0 $ 660.3

2 unchanged sentences

$ 592.0 $ 635.0

24.9 26.3 74.7 80.2

4.3 4.5 10.7 13.1

Net sales $ 618.0 $ 660.3

14 unchanged sentences

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

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

13 Weeks Ended 39 Weeks Ended

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

The following table summarizes the activity for the thirteen weeks ended March 29, 2026 and March 30, 2025:

13 Weeks Ended

Dollars presented in millions) March 29, 2026 March 30, 2025

Beginning balance $ 17.4 $ 3.0

Bad debt provision

0.2 — 0.7 0.1

Uncollectible accounts written off, net of recoveries ( 0.1 ) ( 2.1 )

Ending balance $ 17.7 $ 1.1

Earnings Per Share

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

13 Weeks Ended 39 Weeks Ended

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

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

Denominator for basic earnings per share - weighted average shares outstanding 126.7 127.1 127.0 127.0

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 related 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.

(Loss) Earnings Per Share

The following table sets forth the reconciliation of the numerator and the denominator of basic (loss) earnings per share and diluted (loss) earnings per share for the thirteen weeks ended March 29, 2026 and March 30, 2025:

13 Weeks Ended

Dollars presented in millions, except per share amounts) March 29, 2026 March 30, 2025

Numerator for basic and diluted (loss) earnings per share - Net (loss) income $ ( 15.4 ) $ 13.3

Denominator for basic (loss) earnings per share - weighted average shares outstanding 127.5 127.5

Effect of dilutive securities - stock-based awards — 3.2

Denominator for diluted earnings per share - weighted average shares outstanding 129.5 130.8 129.7 130.8

Earnings per share:

Denominator for diluted (loss) earnings per share - weighted average shares outstanding 127.5 130.7

(Loss) earnings per share:

Basic $ ( 0.12 ) $ 0.10

Diluted $ ( 0.12 ) $ 0.10

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

Due to the net loss during the thirteen weeks ended March 29, 2026, all potential common shares were anti‑dilutive and have been excluded from the calculation of diluted loss per share.

Balance Sheet Information

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

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

Dollars presented in millions) March 29, 2026 December 28, 2025

Raw materials and supplies $ 184.4 $ 193.1

14 unchanged sentences

Interest payable 11.0 23.0

Accrued product warranties 7.4 9.3

Accrued restructuring 8.2 2.4

Derivative payable — 5.7

Accrued product warranties 7.4 7.3

Other accrued expenses 78.3 76.4

1 unchanged sentence

Goodwill and Identifiable Intangible Assets

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

We had goodwill of $ 1,127.1 million and $ 1,127.5 million as of March 29, 2026 and December 28, 2025, respectively.

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

2 unchanged sentences

2026 translation adjustments ( 0.4 )

Balance at September 28, 2025

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

September 28, 2025 December 29, 2024

Balance at March 29, 2026

The gross carrying value and accumulated amortization by class of intangible assets as of March 29, 2026 and December 28, 2025 were as follows:

March 29, 2026 December 28, 2025

Dollars presented in millions) Gross

10 unchanged sentences

Total identifiable intangibles $ 825.2 $ ( 284.4 ) $ 540.8 $ 826.2 $ ( 278.5 ) $ 547.7

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

There were no impairments of goodwill or indefinite-lived assets for the thirteen weeks ended March 29, 2026 .

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

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

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

During the quarter ended March 29, 2026, the Company’s market capitalization declined and, at times, was below the carrying value of its net assets.

Management evaluated whether this decline, together with other macroeconomic, industry and company-specific factors, constituted a triggering event requiring an interim goodwill impairment test.

After considering the short-term and temporary nature of the stock price decline, the Company’s forecasted operating performance and cash flows from operations, and the implied control premium when comparing market capitalization to an internal valuation, management concluded that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount.

Accordingly, no impairment assessment was conducted in the thirteen weeks ended March 29, 2026.

However, it is possible that future changes in the macroeconomic environment, or other company-specific factors, may constitute a triggering event and require the Company to perform an impairment analysis in the future to determine if the fair value of the Company's reporting units is less than its carrying amount.

Financial Instruments

9 unchanged sentences

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

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

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

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

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

As of and for the thirteen weeks ended March 29, 2026 and March 30, 2025, we have only entered into foreign currency forward contracts, some of which have been designated as fair value hedges and some of which have been designated as cash flow hedges.

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

2 unchanged sentences

The gross U.S.

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

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

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

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

dollar equivalent notional amount of all foreign currency derivative hedges outstanding at March 29, 2026, was $ 52.4 million, representing a net settlement asset of $ 2.6 million.

Based on foreign exchange rates as of March 29, 2026 , we estimate that the $ 1.8 million of net derivative gains associated with cash flow hedges and included in accumulated other comprehensive (loss) inco me as of March 29, 2026, will be reclassified to earnings within the next twelve months.

The fair values of foreign exchange derivative instruments on the condensed consolidated balance sheets as of March 29, 2026 and December 28, 2025 were:

Dollars presented in millions) Location March 29, 2026 December 28, 2025

Foreign exchange contracts Other current assets $ 2.7 $ 6.1

2 unchanged sentences

Total liabilities $ 0.1 $ —

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

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

The effects of cash flow hedging financial instruments included within the condensed consolidated statements of comprehensive (loss) income for the thirteen weeks ended March 29, 2026 and March 30, 2025 are presented in the table below.

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

Amount Recognized in Statement of Comprehensive

Income for Cash Flow Hedging Relationships

13 Weeks Ended 39 Weeks Ended

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

(Loss) Income for Cash Flow Hedging Relationships

13 Weeks Ended

Dollars presented in millions) March 29, 2026 March 30, 2025

Foreign exchange contracts:

Unrealized holding gains (losses) arising during period $ 2.5 $ ( 4.1 ) $ 9.3 $ ( 8.0 )

Unrealized holding gains arising during period $ 0.7 $ 1.0

reclassification adjustment for (gains) losses included in net income ( 3.8 ) 2.9

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

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

Unrealized (losses) gains on derivatives $ ( 3.1 ) $ 3.9

The effects of fair value hedging financial instruments included in other (income) expense, net on the condensed consolidated statements of income for the thirteen weeks ended March 29, 2026 and March 30, 2025 were:

Amount Recognized in Earnings

on Fair Value Hedging Relationships

13 Weeks Ended 39 Weeks Ended

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

13 Weeks Ended

Dollars presented in millions) March 29, 2026 March 30, 2025

Foreign exchange contracts:

Hedged items $ 0.1 $ ( 0.2 )

Derivatives designated as hedging instruments — ( 0.1 ) — —

Net gains (losses) recognized in earnings $ 0.1 $ ( 0.2 )

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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," in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

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

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

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, "Acquisitions," and Note 9, "Goodwill and Identifiable Intangible Assets," in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025.

Assets and liabilities measured at fair value on a recurring basis as of March 29, 2026 and December 28, 2025 were as follows:

Dollars presented in millions) March 29, 2026 December 28, 2025

Derivative asset financial instruments (Level 2) $ 2.7 $ 6.1

5 unchanged sentences

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

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

As of March 29, 2026, the fair value of total debt was $ 1,072.5 million compared to the carrying value of $ 1,095.0 million, excluding deferred financing costs.

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.

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

September 28, 2025 December 29, 2024

The following table provides a summary of the Company’s debt as of March 29, 2026 and December 28, 2025, including the carrying value of the debt less debt issuance costs:

March 29, 2026 December 28, 2025

Dollars presented in millions) Long-term Long-term

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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.

(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 Dura Investment Holdings LLC, the parent company of Supreme Cabinetry Brands, Inc.

(“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.

2 unchanged sentences

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

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

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

The Senior Notes had an outstanding balance of $ 700.0 million as of March 29, 2026.

As of March 29, 2026, prepaid debt issuance costs related to the Senior Notes were $ 10.1 million and are being amortized over the term of the debt.

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

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

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

1 unchanged sentence

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 will also pay 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.

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 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 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.

2 unchanged sentences

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

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

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

The Company amended its 2024 Credit Agreement on March 26, 2026 (the “Second Amendment”), which (i) added a new category of pricing in respect of the margin over the base reference rate as to loans thereunder and (ii) changed the threshold for the net leverage ratio financial covenant and minimum interest coverage ratio financial covenant in the 2024 Credit Agreement until (but excluding) the earlier of (A) January 1, 2027 and (B) the date that MasterBrand’s Merger with American Woodmark becomes effective.

Under the Second Amendment, the new financial covenant does not permit the Company to allow its net leverage ratio to exceed, (i) 3.75 to 1.00 for the fiscal quarter ending on or about March 31, 2026, (ii) 4.00 to 1.00 for the fiscal quarters ending on or about June 30, 2026 and September 30, 2026 and (iii) 3.75 to 1.00 for the fiscal quarter ending on or about December 31, 2026.

The Second Amendment also changed the required minimum interest coverage ratio to 2.75 to 1.00 until the earlier of January 1, 2027 or the effective date of the Merger with American Woodmark.

As of March 29, 2026, prepaid debt issuance costs related to the Second Amendment, which are amortized over the term of the debt, totaled $ 1.0 million which has been included in other assets in our condensed consolidated balance sheet.

The Company was in compliance with all of its debt covenants as of March 29, 2026 and December 28, 2025.

2025 Refinancing Transaction

The Company previously amended its 2024 Credit Agreement on November 3, 2025 (the “First Amendment”) 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.

As of March 29, 2026, pr epaid debt issuance costs related to the First Amendment, which are amortized over the term of the debt, totaled $ 2.0 million, of which $ 0.5 million has been included in other current assets, and $ 1.5 million has been included in other assets in our condensed consolidated balance sheet.

The revolving credit facility had an outstanding balance of $ 395.0 million as of March 29, 2026 and had $ 332.3 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 September 28, 2025, prepaid debt issuance costs related to the 2024 Credit Agreement were $ 3.9 million and will be amortized over the term of the debt.

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

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

As of March 29, 2026, prepaid debt issuance costs related to the 2024 Credit Agreement were $ 3.3 million and are being amortized over the term of the debt.

At March 29, 2026, these costs are included in other assets in our condensed consolidated balance sheet.

Interest paid on debt was $ 29.8 million for the thirteen weeks ended March 29, 2026, and $ 33.4 million for the thirteen weeks ended March 30, 2025 .

Restructuring Charges

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

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

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

For the thirteen weeks ended March 29, 2026 , we recognized restructuring charges of $ 12.8 million.

For the thirteen weeks ended March 30, 2025, we recognized restructuring charges of $ 4.7 million.

The restructuring charges for the thirteen weeks ended March 29, 2026 were primarily related to the implementation of a voluntary and involuntary separation program that reduced overall headcount, primarily in our corporate functions.

Restructuring charges for the period ended March 30, 2025 were 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

Dollars presented in millions) Balance at

June 29, 2025 Provision Cash Expenditures (a)

Writeoffs Balance at September 28, 2025

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

Other — 1.1 ( 1.2 ) — ( 0.1 )

$ 9.0 $ 2.6 $ ( 4.6 ) $ — $ 7.0

Dollars presented in millions) Balance at

June 30, 2024

Provision Cash Expenditures (a)

Writeoffs Balance at September 29, 2024

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

Other 0.1 2.1 ( 0.9 ) ( 1.2 ) 0.1

$ 1.5 $ 7.8 $ ( 3.6 ) $ ( 1.2 ) $ 4.5

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

Writeoffs Balance at September 28, 2025

Dollars presented in millions) Balance at December 28, 2025 Provision (b)

Cash Expenditures (a)(b)

Writeoffs Balance at March 29, 2026

Workforce reduction costs $ 2.5 $ 11.0 $ ( 5.4 ) $ — $ 8.1

2 unchanged sentences

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

Writeoffs Balance at September 29, 2024

Writeoffs Balance at March 30, 2025

Workforce reduction costs $ 4.8 $ 3.9 $ ( 1.0 ) $ — $ 7.7

2 unchanged sentences

(a) Cash expenditures primarily related to severance charges.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The OBBBA includes changes to several corporate tax provisions, including tax deductions for qualified research expenditures, changes to business interest expense limitations and bonus depreciation.

We are currently assessing its impact on our consolidated financial statements.

In 2024, certain jurisdictions in which we operate enacted, or announced their intention to enact, legislation consistent with one or

more Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules (“Pillar Two”).

The model rules include qualified domestic minimum top-up taxes, income inclusion rules, and undertaxed profit rules all aimed to ensure that multinationals pay a minimum effective corporate tax rate of 15 percent in each jurisdiction in which they operate, with some rules effective in 2024, 2025 or others becoming effective in 2026.

The Pillar Two legislation, as enacted in certain jurisdictions in which we operate, does not materially impact our 2025 annual effective tax rate but is expected to unfavorably impact our annual effective tax rate in 2026.

Further changes to our entity structure, enacted local legislation, or changes in jurisdictions in which we operate could also impact our future effective tax rate.

(b) During the thirteen weeks ended March 29, 2026, the Company implemented a voluntary and involuntary separation program to reduce overall headcount, primarily in our corporate functions.

As a result of the workforce reduction, the Company recorded $ 8.1 million of one-time termination benefit costs for employees who voluntarily and involuntarily terminated their employment with the Company during the quarter, of which $ 1.1 million was paid out during the thirteen weeks ended March 29, 2026.

The effective income tax rates for the thirteen weeks ended March 29, 2026 and March 30, 2025, were 57.3 percent and 23.1 percent, respectively.

The net increase in effective tax rate between the periods is primarily due to unfavorable changes in pre-tax income relative to permanent tax adjustments, nondeductible acquisition-related transaction costs, foreign taxes, deferred tax adjustments due to foreign tax election and foreign exclusions, partially offset by lower state and local income taxes and a reduction in valuation allowance.

The difference between our effective income tax rate for the thirteen weeks ended March 29, 2026, and the U.S.

statutory rate of 21.0 percent is primarily due to the unfavorable impact of nondeductible compensation, deferred tax adjustments due to foreign tax elections, nondeductible acquisition-related transaction costs and foreign taxes, partially offset by favorable adjustments for foreign exclusions and tax credits.

Pension and Other Postretirement Plans

We have a defined benefit pension plan in the United States covering many of the Company’s associates.

We had a defined benefit pension plan in the United States covering many of the Company’s associates that was frozen to new participants, with benefit accruals frozen for active participants on or before December 31, 2016.

In addition, the Company provides postretirement health care and life insurance benefits to certain retirees.

The defined benefit pension plan has been frozen to new participants and benefit accruals were frozen for active participants on or before December 31, 2016.

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 settlement, the Company recognized a non-cash settlement charge of $ 0.2 million recorded within other income, net in the accompanying condensed consolidated statements of income for the thirty-nine weeks ended September 28, 2025.

As a result of the termination of the defined benefit pension plan, the Company recognized a surplus in plan assets of $ 5.2 million, recorded within other current assets in the accompanying condensed consolidated balance sheet as of September 28, 2025 .

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

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

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

All other components of net periodic cost are classified as other income, net in the condensed consolidated statements of income.

Pension Benefits Postretirement Benefits

13 Weeks Ended 13 Weeks Ended

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

Service cost $ — $ — $ 0.1 $ 0.1

Interest cost — 1.3 0.1 0.1

Expected return on plan assets — ( 1.0 ) — —

Net periodic cost $ — $ 0.3 $ 0.2 $ 0.2

Pension Benefits Postretirement Benefits

39 Weeks Ended 39 Weeks Ended

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

Service cost $ — $ — $ 0.4 $ 0.4

Interest cost 0.7 3.9 0.3 0.3

Expected return on plan assets ( 0.6 ) ( 3.1 ) — —

Settlement charge 0.2 — — —

Net periodic cost $ 0.3 $ 0.8 $ 0.7 $ 0.7

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 were no remaining surplus funds held within the defined benefit pension plan and the plan is closed.

Contingencies and Accrued Losses

4 unchanged sentences

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

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

13 Weeks Ended 39 Weeks Ended

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

The following table summarizes activity related to our product warranty liability for the thirteen weeks ended March 29, 2026 and March 30, 2025.

13 Weeks Ended

Dollars presented in millions) March 29, 2026 March 30, 2025

Reserve balance at the beginning of the period $ 7.3 $ 9.3

10 unchanged sentences

In the future, costs related to such audits or an unfavorable outcome could have a material impact on our condensed consolidated results of operations, cash flows and financial condition.

Following an audit for the 2018 tax year, the Mexican tax administration service, the Servicio de Administración Tributaria, (the “SAT”), issued a tax assessment in the amount of approximately $ 54.9 million to our subsidiary, Woodcrafters Home Products, S.

Following an audit for the 2018 tax year, the Mexican tax administration service, the Servicio de Administración Tributaria, (the “SAT”), issued a tax assessment in the amount of 944.8 million Mexican pesos (approximately $ 52.1 million U.S.

dollars as of March 29, 2026 ) to our subsidiary, Woodcrafters Home Products, S.

de C.V., for allegedly failing to make certain tax payments and to export timely certain merchandise.

1 unchanged sentence

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 September 28, 2025 and December 29, 2024.

We reserved an immaterial amount related to the 2018 tax year audit as our best estimate of our probable liability as of March 29, 2026 and December 28, 2025.

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.

1 unchanged sentence

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 September 28, 2025 and December 29, 2024.

Accumulated Other Comprehensive 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 stockholders.

There were no material environmental accruals as of March 29, 2026 and December 28, 2025.

Accumulated Other Comprehensive (Loss) Income

Total accumulated other comprehensive (loss) income consists of net (loss) 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 for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024 were as follows:

The after-tax components of and changes in accumulated other comprehensive (loss) income for the thirteen weeks ended March 29, 2026 and March 30, 2025 were as follows:

Dollars presented in millions) Foreign

Adjustments Derivative

(Loss) Gain Pension and Other

Hedging Gain (Loss) Pension and Other

Postretirement Plans

1 unchanged sentence

Comprehensive

(Loss) Income

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

Income (Loss)

Balance at December 28, 2025 $ ( 4.4 ) $ 4.9 $ 0.3 $ 0.8

Amounts classified into accumulated other comprehensive (loss) income ( 3.2 ) 0.7 — ( 2.5 )

Amounts reclassified into earnings — ( 3.8 ) — ( 3.8 )

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

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

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

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

Amounts reclassified into earnings — 2.0 — 2.0

Net current period other comprehensive loss ( 3.2 ) ( 3.1 ) — ( 6.3 )

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

Dollars presented in millions) Foreign

Adjustments Derivative

(Loss) Gain Pension and Other

Postretirement Plans

Adjustments Accumulated

Comprehensive

(Loss) Income

Balance at March 29, 2026 $ ( 7.6 ) $ 1.8 $ 0.3 $ ( 5.5 )

Balance at December 29, 2024 $ ( 23.6 ) $ ( 5.0 ) $ ( 4.1 ) $ ( 32.7 )

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Net current period other comprehensive income 1.2 3.9 4.4 9.5

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

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

Amounts classified into accumulated other comprehensive loss ( 15.8 ) ( 8.0 ) — ( 23.8 )

Amounts reclassified into earnings — 0.7 — 0.7

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

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

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

Stock Repurchase Programs

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

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

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

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

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

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

During the thirteen weeks ended March 29, 2026, we did not repurchase any shares of our common stock.

During the thirteen weeks ended March 30, 2025 , we repurchased 838,984 shares of our common stock under the 2023 Share Repurchase Authorization.

The shares were repurchased at a cost of approximately $ 11.4 million, or an average of $ 13.60 per share.

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

As of March 29, 2026, $ 47.4 million remained authorized for the purchase under the 2025 Share Repurchase Authorization.

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 a leading 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.

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.

The CODM uses net (loss) income predominantly in the annual budget and forecasting process.

The CODM considers budget-to-actual variances from net (loss) income on a monthly basis when making decisions about allocating capital resources to the reportable segment.

The CODM also uses net (loss) income for evaluating the performance of the reportable segment and in determining the compensation of certain employees.

The following summarizes the significant and other operating expenses reviewed by the CODM:

13 Weeks Ended 39 Weeks Ended

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

13 Weeks Ended

Dollars presented in millions) March 29, 2026 March 30, 2025

Net sales $ 618.0 $ 660.3

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Other segment items (a)

64.0 65.7 174.7 156.5

Interest expense 18.4 19.4

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

Income tax expense 5.3 10.3 21.0 36.6

Net income $ 18.1 $ 29.1 $ 68.7 $ 111.9

Other (income) expense, net ( 0.8 ) 0.4

Income tax (benefit) expense ( 20.7 ) 4.0

Net (loss) income $ ( 15.4 ) $ 13.3

(a) Other segment items include outside service costs, acquisition-related costs, restructuring charges and other expenses .

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements