What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 322 added, 152 removed, 428 unchanged (53% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

13 Weeks Ended

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

2026 March 30,

13 Weeks Ended 26 Weeks Ended

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

2026 June 29,

2025 June 28,

2026 June 29,

NET SALES $ 815.2 $ 730.9 $ 1,433.2 $ 1,391.2

6 unchanged sentences

Interest expense 20.8 18.9 39.2 38.3

Other (income) expense, net ( 0.8 ) 0.4

Other income, net ( 0.1 ) ( 0.6 ) ( 0.9 ) ( 0.2 )

(LOSS) INCOME BEFORE TAXES ( 48.5 ) 49.0 ( 84.6 ) 66.3

Income tax (benefit) expense ( 20.7 ) 4.0

Income tax expense (benefit) 9.1 11.7 ( 11.6 ) 15.7

NET (LOSS) INCOME $ ( 57.6 ) $ 37.3 $ ( 73.0 ) $ 50.6

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

13 Weeks Ended

Dollars presented in millions) March 29,

2026 March 30,

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 28,

2026 June 29,

2025 June 28,

2026 June 29,

NET (LOSS) INCOME $ ( 57.6 ) $ 37.3 $ ( 73.0 ) $ 50.6

Other comprehensive (loss) income, before tax:

Other comprehensive income (loss), before tax:

Foreign currency translation adjustments 1.6 12.5 ( 1.6 ) 13.7

Unrealized (losses) gains on derivatives:

Unrealized gains (losses) on derivatives:

Unrealized holding gains arising during period 2.5 5.8 3.2 6.8

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

Unrealized (losses) gains on derivatives ( 3.1 ) 3.9

reclassification adjustment for (gains) losses included in net (loss) income ( 2.1 ) ( 0.2 ) ( 5.9 ) 2.7

Unrealized gains (losses) on derivatives 0.4 5.6 ( 2.7 ) 9.5

Defined benefit plans:

2 unchanged sentences

Defined benefit plans — — — 5.8

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

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

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

Other comprehensive income (loss), before tax 2.0 18.1 ( 4.3 ) 29.0

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

Other comprehensive income (loss), net of tax 2.0 18.1 ( 4.3 ) 27.6

COMPREHENSIVE (LOSS) INCOME $ ( 55.6 ) $ 55.4 $ ( 77.3 ) $ 78.2

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars presented in millions) March 29,

Dollars presented in millions) June 28,

2026 December 28,

14 unchanged sentences

Accounts payable $ 249.5 $ 203.7

Current portion of long-term debt 18.8 —

Current operating lease liabilities 56.3 24.3

3 unchanged sentences

Deferred income taxes 270.9 171.6

Other postretirement plan liabilities 3.8 3.9

Operating lease liabilities 243.2 175.2

4 unchanged sentences

authorized 750.0 million shares;

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

209.4 million issued and 203.4 million outstanding as of June 28, 2026 ;

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

9 unchanged sentences

26 Weeks Ended

Dollars presented in millions) March 29,

2026 March 30,

Dollars presented in millions) June 28,

2026 June 29,

OPERATING ACTIVITIES

Net (loss) income $ ( 73.0 ) $ 50.6

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

Depreciation 16.3 16.4

Amortization of intangibles 6.4 6.4

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 57.1 47.0

Restructuring charges, net of cash payments 8.1 5.0

9 unchanged sentences

Other items ( 4.0 ) ( 6.3 )

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

NET CASH PROVIDED BY OPERATING ACTIVITIES 5.8 53.4

INVESTING ACTIVITIES

2 unchanged sentences

Proceeds from the disposition of assets 0.3 3.6

Acquisition of business, net of cash acquired ( 330.3 ) —

NET CASH USED IN INVESTING ACTIVITIES ( 353.4 ) ( 24.3 )

1 unchanged sentence

Proceeds from revolving credit facility borrowings 150.0 115.0

Issuance of Term Loan A 375.0 —

Repayment of revolving credit facility borrowings ( 110.0 ) ( 125.0 )

3 unchanged sentences

Other items ( 1.6 ) ( 1.3 )

NET CASH PROVIDED BY FINANCING ACTIVITIES 101.6 33.5

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 404.6 ( 34.0 )

Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash 0.7 4.0

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH $ ( 45.5 ) $ ( 7.5 )

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH $ 57.7 $ ( 0.9 )

Cash, cash equivalents, and restricted cash at beginning of period $ 183.9 $ 121.6

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 241.6 $ 120.7

(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.

(a) Capital expenditures of $ 5.7 million and $ 3.7 million that have not been paid as of June 28, 2026 and June 29, 2025, respectively, were excluded from the condensed consolidated statements of cash flows.

See notes to unaudited condensed consolidated financial statements

3 unchanged sentences

Capital Treasury stock, at cost

Comprehensive

(Loss) Income

Accumulated Other

Comprehensive Income (Loss)

Earnings Total

3 unchanged sentences

Comprehensive income:

Net income — — — — — 13.3 13.3

Other comprehensive income — — — — 9.5 — 9.5

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 ( 0.8 ) — — ( 11.4 ) — — ( 11.4 )

Balance at March 29, 2026 128.0 $ 1.3 $ 60.1 $ ( 77.1 ) $ ( 5.5 ) $ 1,341.7 $ 1,320.5

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

Comprehensive income:

Net loss — — — — — ( 57.6 ) ( 57.6 )

Other comprehensive income — — — — 2.0 — 2.0

Issuance of common stock in connection with asset acquisition 75.0 0.7 691.5 — — — 692.2

Stock-based compensation 0.4 — 12.7 ( 1.1 ) — — 11.6

Balance at June 28, 2026 203.4 $ 2.0 $ 764.3 $ ( 78.2 ) $ ( 3.5 ) $ 1,284.1 $ 1,968.7

Balance at December 29, 2024

1 unchanged sentence

Comprehensive income:

Net loss — — — — — ( 15.4 ) ( 15.4 )

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

Net income — — — — — 13.3 13.3

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 March 30, 2025 127.2 $ 1.3 $ 44.8 $ ( 59.9 ) $ ( 23.2 ) $ 1,343.7 $ 1,306.7

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

Comprehensive income:

Net income — — — — — 37.3 37.3

Other comprehensive income — — — — 18.1 — 18.1

Stock-based compensation 0.1 — 5.7 ( 0.1 ) — — 5.6

Stock repurchase program ( 0.6 ) — — ( 6.7 ) — — ( 6.7 )

Balance at June 29, 2025 126.7 $ 1.3 $ 50.5 $ ( 66.7 ) $ ( 5.1 ) $ 1,381.0 $ 1,361.0

See notes to unaudited condensed consolidated financial statements

8 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 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 condensed consolidated balance sheet as of June 28, 2026 , as well as the related condensed consolidated statements of income, comprehensive income, cash flows and equity for the thirteen and twenty-six weeks ended June 28, 2026 and the thirteen and twenty-six weeks ended June 29, 2025 are unaudited.

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

15 unchanged sentences

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.

The Company , inclusive of $ 3.2 million paid by American Woodmark Corporation (“American Woodmark”) prior to May 28, 2026, paid approximately $ 14.9 million in IEEPA tariffs prior to the Supreme Court decision.

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

2 unchanged sentences

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.

No receivable was recognized as of March 29, 2026 due to uncertainty regarding the realizability of the refund.

During the thirteen weeks ended June 28, 2026, MasterBrand received $ 1.2 million of refunds (excluding $ 0.1 million of interest) and recognized this amount as a reduction in cost of products sold.

No receivable has been recognized as of June 28, 2026 for the remaining $ 13.7 million of IEEPA tariffs paid prior to the Supreme Court decision due to uncertainty regarding the realizability of the refund.

Subsequent to June 28, 2026, MasterBrand received $ 9.2 million of refunds (excluding $ 0.4 million of interest) and will recognize this amount, as well as any additional refunds subsequently collected during our fiscal third quarter of 2026, as a reduction in cost of products sold during the thirteen weeks ending September 27, 2026.

Recently Issued Accounting Standards

Accounting Standards Issued and Adopted

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.

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.

Accounting Standards Issued, But Not Yet Adopted

20 unchanged sentences

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.

Environmental Credits

In May 2026, the FASB issued ASU 2026-02, “Environmental Credits and Environmental Credit Obligations (Topic 818)”, which establishes guidance on the recognition, measurement, presentation and disclosure of environmental credits and environmental credit obligations.

The ASU is effective for annual reporting periods beginning after December 15, 2027 and interim periods within those fiscal years.

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

Other new accounting pronouncements issued but not effective until after June 28, 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

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 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.

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

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

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

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

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

Effective as of May 28, 2026 (the “Closing Date”), MasterBrand completed its previously announced transaction with American Woodmark Corporation (the “Closing”).

On August 5, 2025, the Company, Maple Merger Sub, Inc.

a Virginia corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and American Woodmark entered into an Agreement and Plan of Merger (the “Merger Agreement”).

Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into American Woodmark (the “Merger”) at the effective time of the Merger (the “Effective Time”), with American Woodmark continuing as the surviving entity.

Pursuant to the Merger Agreement, at the Effective Time, each share of American Woodmark common stock outstanding was converted into the right to receive 5.1500 shares of MasterBrand common stock (such ratio, the “Exchange Ratio”) plus cash in lieu of any fractional shares.

As previously reported, on November 3, 2025, MasterBrand entered into an amendment (the “First Amendment”) to its amended and restated credit agreement to obtain incremental term loan commitments in the form of a delayed draw Term A loan (“Term Loan A”) in an aggregate amount equal to $ 375.0 million, the funding of which was dependent on the Closing of the Merger.

On May 28, 2026, MasterBrand drew down the full $ 375.0 million available under the Term Loan A.

The proceeds from the Term Loan A were used to repay and terminate American Woodmark’s existing indebtedness in an approximate amount of $ 367.5 million.

The remaining proceeds were used for fees and expenses paid in connection with the Merger.

The purchase consideration was $ 1,059.8 million , which was determined as follows:

Preliminary purchase consideration

Exchange Ratio

American Woodmark shares to be acquired as of May 28, 2026 14,569,868

Number of MasterBrand shares to be issued based on Exchange Ratio 75,034,820

Fractional Shares settled in cash 163

Whole MasterBrand shares issued 75,034,657

MasterBrand share price at open of trading on May 28, 2026 $ 9.10

Purchase consideration transferred for American Woodmark shares (a)

Fair value of replacement awards attributable to the purchase consideration (b)

Settlement of American Woodmark Existing Debt (c)

Total purchase consideration $ 1,059.8

(a) Includes an immaterial cash payment settled for fractional shares.

(b) The estimated fair value of the replacement equity awards was $ 19.9 million, of which $ 9.5 million is attributable to service periods prior to the acquisition and is included in the purchase consideration.

The remaining fair value is attributable to $ 6.0 million of awards that vested shortly after the merger close date based on change of control provisions and were immediately recognized as expense during the thirteen weeks ended June 28, 2026 and $ 4.4 million of awards that will vest in conjunction with future service and will be amortized over the remaining service period.

The purchase consideration of American Woodmark was allocated on a preliminary basis as of the Closing Date.

Assets acquired and liabilities assumed were recorded at estimated fair values based on management’s estimates, available information, and supportable assumptions that management considered reasonable.

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

The preliminary fair value estimates and assumptions are subject to change as we obtain additional information over the measurement period of up to one year after the Closing Date.

The primary areas of the purchase accounting that remain preliminary for completion of the related valuations relate to property, plant and equipment, intangible assets and the related deferred income tax impacts.

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

Dollars presented in millions)

Preliminary Net Assets Acquired Fair Value

Cash and cash equivalents $ 37.2

Accounts receivable 90.9

Inventories 174.4

Other current assets 47.7

Property, plant and equipment 355.6

Operating lease right-of-use assets 106.8

Other intangible assets 356.0

Other assets 61.8

Accounts payable $ 45.5

Current operating lease liabilities 32.4

Other current liabilities 96.0

Deferred income taxes 112.0

Operating lease liabilities 74.4

Other non-current liabilities 3.1

Net Assets Acquired $ 867.0

Goodwill 192.8

Purchase Consideration $ 1,059.8

The estimated value of Property, Plant and Equipment includes adjustments totaling $ 130.0 million to increase the net book value of $ 225.6 million to the preliminary fair value estimate of $ 355.6 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 real and personal property assets acquired were prepared using the cost and market valuation approaches, in which values are determined by examining recent comparable transactions, market multiples, and publicly traded peer metrics, or estimates the replacement cost to rebuild or replace the service capacity of an asset, accounting for physical or economic obsolescence.

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 $ 225.0 17 years Multi-period excess earnings

Tradenames 131.0 Indefinite Relief from royalty method

Total other intangible assets $ 356.0

The Company recognized $ 192.8 million of goodwill , of which none is tax deductible.

The $ 192.8 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 American Woodmark’s assembled workforce.

Net sales and earnings related to the operations of American Woodmark that have been included in our condensed consolidated statements of income for the period from May 28, 2026 to June 28, 2026 are as follows:

Dollars presented in millions)

Net Sales $ 125.5

Net Loss $ ( 28.9 )

Pro forma financial information

The following table summarizes, on a pro forma basis, the combined results of operations of American Woodmark and MasterBrand as though the acquisition and the related financing had occurred as of December 30, 2024, which is the first day of the Company’s fiscal 2025.

The pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition of American Woodmark occurred on December 30, 2024, nor are they indicative of future consolidated operating results.

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net Sales $ 1,041.0 $ 1,134.2 $ 1,996.5 $ 2,202.5

Net (Loss) Income $ ( 93.8 ) $ 41.5 $ ( 157.3 ) $ 13.4

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 Term Loan A 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;

(v) transaction related costs of both MasterBrand and American Woodmark;

and (vi) historical American Woodmark goodwill impairment charges.

The Company incurred $ 38.4 million and $ 44.0 million of acquisition-related costs in the thirteen and twenty-six weeks ended June 28, 2026 , respectively.

Acquisition-related costs included $ 13.8 million of severance and $ 6.0 million of stock compensation for both the thirteen and twenty-six weeks ended June 28, 2026, resulting from the acquisition of American Woodmark.

The $ 13.8 million severance liability is recorded in other current liabilities in the condensed consolidated balance sheet as of June 28, 2026.

The remaining acquisition-related costs in the thirteen and twenty-six weeks ended June 28, 2026 primarily related to professional fees.

Th e Company incurred $ 1.9 million and $ 3.5 million of acquisition-related costs in the thirteen and twenty-six weeks ended June 29, 2025 , respectively.

The acquisition costs in the thirteen and twenty-six weeks ended June 29, 2025 related to the costs associated with the acquisition of Supreme Cabinetry Brands, Inc.

Acquisition-related costs for all periods presented are recorded within selling, general and administrative expenses in the condensed consolidated statements of income.

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 $ 2.1 million as of March 29, 2026 and December 28, 2025, respectively.

We estimate future product returns at the time of sale based on historical experience and record a corresponding refund obligation, which amounted to $ 2.9 million and $ 2.1 million as of June 28, 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 weeks ended March 29, 2026 and March 30, 2025 .

13 Weeks Ended

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

The following table disaggregates our consolidated revenue by major sales distribution channels and by shipping location for the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025 .

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net Sales by Channel

1 unchanged sentence

Retailers (b)

262.7 223.0 479.2 446.5

140.2 97.9 213.9 181.6

Net sales $ 815.2 $ 730.9 $ 1,433.2 $ 1,391.2

2 unchanged sentences

$ 787.9 $ 700.0 $ 1,379.9 $ 1,335.0

24.8 27.9 46.3 49.8

2.5 3.0 7.0 6.4

Net sales $ 815.2 $ 730.9 $ 1,433.2 $ 1,391.2

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 weeks ended March 29, 2026 and March 30, 2025:

13 Weeks Ended

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

The following table summarizes the activity for the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025:

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Beginning balance $ 17.7 $ 1.1 $ 17.4 $ 3.0

Bad debt provision

0.3 0.3 0.7 0.5

Uncollectible accounts written off, net of recoveries — ( 0.1 ) ( 0.1 ) ( 2.2 )

3 unchanged sentences

(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

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 and twenty-six weeks ended June 28, 2026 and June 29, 2025:

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions, except per share amounts) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Numerator for basic and diluted (loss) earnings per share - Net (loss) income $ ( 57.6 ) $ 37.3 $ ( 73.0 ) $ 50.6

5 unchanged sentences

Diluted $ ( 0.38 ) $ 0.29 $ ( 0.52 ) $ 0.39

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.

Due to the net loss during the thirteen and twenty-six weeks ended June 28, 2026, all potential common shares were anti‑dilutive and have been excluded from the calculation of diluted loss per share.

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

Balance Sheet Information

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

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

Dollars presented in millions) June 28, 2026 December 28, 2025

Raw materials and supplies $ 249.6 $ 193.1

12 unchanged sentences

Accrued salaries, wages and other compensation $ 96.1 $ 63.3

Accrued income and other taxes 12.9 15.3

Accrued outbound freight 23.3 3.6

Interest payable 23.2 23.0

Accrued restructuring 8.2 2.4

Accrued income and other taxes 23.2 15.3

Self-insurance liabilities 17.5 14.2

Accrued product warranties 11.0 7.3

Accrued restructuring 8.7 2.4

Other accrued expenses 76.1 58.6

1 unchanged sentence

Goodwill and Identifiable Intangible Assets

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

We had goodwill of $ 1,318.5 million and $ 1,127.5 million as of June 28, 2026 and December 28, 2025, respectively.

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

1 unchanged sentence

Balance at December 28, 2025

American Woodmark acquisition 192.8

2026 translation adjustments ( 1.8 )

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

Balance at June 28, 2026

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

June 28, 2026 December 28, 2025

Dollars presented in millions) Gross

3 unchanged sentences

Amortization Net

Indefinite-lived tradenames $ 267.5 $ — $ 267.5 $ 268.1 $ — $ 268.1

Indefinite-lived tradenames (a)

$ 397.7 $ — $ 397.7 $ 268.1 $ — $ 268.1

Amortizable intangible assets

Tradenames 10.1 ( 10.1 ) — 10.3 ( 10.3 ) —

Customer and contractual relationships 536.5 ( 263.2 ) 273.3 536.8 ( 257.2 ) 279.6

Customer and contractual relationships (a)

760.9 ( 270.0 ) 490.9 536.8 ( 257.2 ) 279.6

Patents/proprietary technology 11.0 ( 11.0 ) — 11.0 ( 11.0 ) —

1 unchanged sentence

Total identifiable intangibles $ 1,179.7 $ ( 291.1 ) $ 888.6 $ 826.2 $ ( 278.5 ) $ 547.7

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

(a) During the second quarter of 2026, we completed our acquisition of American Woodmark, acquiring indefinite-lived trade names of $ 131.0 million and customer relationships of $ 225.0 million.

There were no impairments of goodwill or indefinite-lived assets for the thirteen and twenty-six weeks ended June 28, 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.

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.

During the first half of fiscal 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.

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 was 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 and twenty-six weeks ended June 28, 2026.

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, 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 income, net on the condensed consolidated statements of income.

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

As of and for the thirteen 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.

As of and for the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 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 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

dollar equivalent notional amount of all foreign currency derivative hedges outstanding at June 28, 2026, was $ 57.2 million, representing a net settlement asset of $ 2.7 million.

Based on foreign exchange rates as of June 28, 2026 , we estimate that the $ 2.2 million of net derivative gains associated with cash flow hedges and included in accumulated other comprehensive (loss) inco me as of June 28, 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 June 28, 2026 and December 28, 2025 were:

Dollars presented in millions) Location June 28, 2026 December 28, 2025

Foreign exchange contracts Other current assets $ 2.7 $ 6.1

Total assets $ 2.7 $ 6.1

Foreign exchange contracts Other current liabilities $ 0.1 $ —

Total liabilities $ 0.1 $ —

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.

The effects of cash flow hedging financial instruments included within the condensed consolidated statements of comprehensive (loss) income for the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 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.

1 unchanged sentence

(Loss) Income for Cash Flow Hedging Relationships

13 Weeks Ended

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

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Foreign exchange contracts:

1 unchanged sentence

reclassification adjustment for (gains) losses included in net income ( 2.1 ) ( 0.2 ) ( 5.9 ) 2.7

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:

Unrealized gains (losses) on derivatives $ 0.4 $ 5.6 $ ( 2.7 ) $ 9.5

The effects of fair value hedging financial instruments included in other income, net on the condensed consolidated statements of income for the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025 were:

Amount Recognized in Earnings

on Fair Value Hedging Relationships

13 Weeks Ended

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

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Foreign exchange contracts:

Hedged items $ ( 0.1 ) $ ( 0.3 ) $ — $ ( 0.5 )

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

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

Fair Value Measurements

3 unchanged sentences

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, "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

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" above 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 June 28, 2026 and December 28, 2025 were as follows:

Dollars presented in millions) June 28, 2026 December 28, 2025

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

1 unchanged sentence

Total assets $ 14.2 $ 16.3

Derivative liability financial instruments (Level 2) $ 0.1 $ —

The principal derivative financial instruments we enter into on a routine basis are foreign exchange contracts.

1 unchanged sentence

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 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 June 28, 2026, the fair value of long-term debt was $ 1,389.1 million compared to the carrying value of $ 1,381.2 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 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

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

June 28, 2026 December 28, 2025

Dollars presented in millions) Current Long-term Long-term

Term loan A due June 2029 $ 18.8 $ 356.2 $ —

Revolving credit facility due June 2029 — 325.0 285.0

1 unchanged sentence

— 700.0 700.0

18.8 1,381.2 985.0

Unamortized debt issuance costs — ( 9.7 ) ( 10.5 )

3 unchanged sentences

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 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 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.

The Senior Notes had an outstanding balance of $ 700.0 million as of June 28, 2026.

As of June 28, 2026, prepaid debt issuance costs related to the Senior Notes were $ 9.7 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.

5 unchanged sentences

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 Merger with American Woodmark is deemed a material acquisition under the 2024 Credit Agreement.

The Company is also required to maintain a minimum interest coverage ratio of 3.00 to 1.00.

4 unchanged sentences

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.

The aforementioned changes to the net leverage ratio and minimum interest coverage ratio as part of the Second Amendment are no longer in place as of the effective date of the Merger with American Woodmark on May 28, 2026.

As of June 28, 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 June 28, 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.

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 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.

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 A commitments, the funding of which was dependent on the closing of the Merger.

Effective as of the Closing Date, the $ 375.0 million of delayed draw Term Loan A commitments was used to repay and terminate American Woodmark’s existing indebtedness of $ 367.5 million, with the remaining funds used to reimburse MasterBrand for fees and expenses previously paid in connection with the First Amendment and the Merger .

The interest rate of the Term Loan A is a variable rate based on SOFR, plus a margin depending on the Company’s net leverage ratio.

The Term Loan A 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.

Quarterly payments are required under the First Amendment, ranging from 1.25 percent to 1.875 percent of the aggregate principal amount of all delayed draw Term Loan A commitments, beginning in September 2026 and recurring through June 2029.

As of June 28, 2026, pr epaid debt issuance costs related to the First Amendment, which are amortized over the term of the debt, totaled $ 2.1 million, of which $ 0.7 million has been included in other current assets, and $ 1.4 million has been included in other assets in our condensed consolidated balance sheet.

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 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 .

The revolving credit facility had an outstanding balance of $ 325.0 million as of June 28, 2026 and had $ 393.9 million of availability.

As of June 28, 2026, prepaid debt issuance costs related to the 2024 Credit Agreement were $ 3.1 million and are being amortized over the term of the debt.

These costs are included in other assets in our condensed consolidated balance sheet.

Interest paid on debt was $ 7.8 million and $ 37.6 million for the thirteen and twenty-six weeks ended June 28, 2026, respectively, and $ 6.0 million and $ 39.4 million for the thirteen and twenty-six weeks ended June 29, 2025, respectively .

Restructuring Charges

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.

For the thirteen and twenty-six weeks ended June 28, 2026 , we recognized restructuring charges of $ 9.2 million and $ 22.0 million, respectively.

The restructuring charges included $ 4.1 million recorded in the second quarter related to the previously announced wind-down and closure of American Woodmark’s Monterrey, Mexico plant.

The remaining restructuring charges for the thirteen weeks ended June 28, 2026 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.

Restructuring charges for the twenty-six weeks ended June 28, 2026 also include $ 8.1 million of costs related to the implementation of a voluntary and involuntary separation program that reduced overall headcount, primarily in our corporate functions, in the first quarter of fiscal 2026.

For the thirteen and twenty-six weeks ended June 29, 2025, we recognized restructuring charges of $ 6.6 million and $ 11.3 million, respectively, which 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 December 28, 2025 Provision (b)

Dollars presented in millions) Balance at

March 29, 2026 Liability Assumed from Acquisition Provision (b)

Cash Expenditures (a)

Writeoffs Balance at June 28, 2026

Workforce reduction costs $ 8.1 $ 2.3 $ 3.5 $ ( 5.1 ) $ — $ 8.8

Facility Closure Costs — — 4.1 — ( 4.1 ) —

Other 0.1 — 1.6 ( 1.8 ) — ( 0.1 )

$ 8.2 $ 2.3 $ 9.2 $ ( 6.9 ) $ ( 4.1 ) $ 8.7

Dollars presented in millions) Balance at

March 30, 2025

Provision Cash Expenditures (a)

Writeoffs Balance at June 29, 2025

Workforce reduction costs $ 7.7 $ 5.2 $ ( 3.9 ) $ — $ 9.0

Other — 1.4 ( 0.8 ) ( 0.6 ) —

$ 7.7 $ 6.6 $ ( 4.7 ) $ ( 0.6 ) $ 9.0

Dollars presented in millions) Balance at December 28, 2025 Liability Assumed from Acquisition Provision (b)

Cash Expenditures (a)(b)

Writeoffs Balance at March 29, 2026

Writeoffs Balance at June 28, 2026

Workforce reduction costs $ 2.5 $ 2.3 $ 14.5 $ ( 10.5 ) $ — $ 8.8

Facility Closure Costs — — 4.1 — ( 4.1 ) —

Other ( 0.1 ) — 3.4 ( 3.4 ) — ( 0.1 )

1 unchanged sentence

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

Writeoffs Balance at March 30, 2025

Writeoffs Balance at June 29, 2025

Workforce reduction costs $ 4.8 $ 9.1 $ ( 4.9 ) $ — $ 9.0

4 unchanged sentences

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.

We recorded an additional $ 0.7 million of one-time termination benefit costs and paid out $ 3.5 million during the thirteen weeks ended June 28, 2026 related to this action.

The effective tax rate for the period reflects the impact of the merger of American Woodmark on May 28, 2026.

The inclusion of American Woodmark’s earnings, nondeductible expenses, tax attributes, and jurisdictional mix resulted in a net reduction of the tax benefit recognized during the period.

The effective income tax rates for the thirteen weeks ended June 28, 2026 and June 29, 2025, were ( 18.8 ) percent and 23.9 percent, respectively.

The change in the effective income tax rate between the periods was primarily attributable to changes in pretax income (loss) relative to permanent tax adjustments, including a reduction in the tax benefit associated with nondeductible compensation, nondeductible acquisition-related transaction costs, deferred tax adjustments related to foreign tax elections, foreign taxes and the mix of earnings in jurisdictions with differing tax rates, partially offset by increased benefit from state and local income taxes, foreign exclusions and research and development tax credits .

The difference between our effective income tax rate for the thirteen weeks ended June 28, 2026, and the U.S.

statutory rate of 21.0 percent is primarily attributable to a reduction in the tax benefit associated with our pretax loss resulting from nondeductible compensation, nondeductible acquisition-related transaction costs, deferred tax adjustments related to foreign tax elections, and the mix of earnings in jurisdictions with differing tax rates, partially offset by increased benefit from state and local income taxes and research and development tax credits .

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

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

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

The effective income tax rates for the twenty-six weeks ended June 28, 2026 and June 29, 2025, were 13.7 percent and 23.7 percent, respectively.

The change in the effective income tax rate between the periods is primarily attributable to changes in pretax income (loss) relative to permanent tax adjustments, including a reduction in the tax benefit associated with nondeductible compensation, nondeductible acquisition-related transaction costs, deferred tax adjustments related to foreign tax elections, and the mix of earnings in jurisdictions with differing tax rates, partially offset by increased benefit from state and local income taxes and research and development tax credits .

Pension and Other Postretirement Plans

12 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 weeks ended March 29, 2026 and March 30, 2025.

13 Weeks Ended

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

The following table summarizes activity related to our product warranty liability for the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025.

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Reserve balance at the beginning of the period $ 7.4 $ 8.8 $ 7.3 $ 9.3

Provision liability assumed from acquisition 3.4 — 3.4 —

Provision for warranties issued 7.2 5.5 14.0 11.4

9 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.

Tax Assessment from the Servicio de Administración Tributaria

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 $ 54.0 million U.S.

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

dollars as of June 28, 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 March 29, 2026 and December 28, 2025.

We reserved an immaterial amount related to the 2018 tax year audit as our best estimate of our probable liability as of June 28, 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.

Legacy American Woodmark Claim

The Company is defending a wrongful death action filed in October 2024 in Arizona state court arising from a loading dock accident at a legacy American Woodmark facility in Kingman, Arizona.

The complaint asserts negligence-based claims and seeks compensatory, punitive and other damages.

The matter remains pending in Mohave County Superior Court, with discovery ongoing and mediation scheduled for August 25, 2026.

The Company disputes liability and intends to defend the matter vigorously.

The Company is evaluating applicable insurance coverage.

At this time, the Company is unable to reasonably estimate a loss or range of potential loss.

Antidumping and Countervailing Duties Matter

In February 2020, certain domestic manufacturers filed scope and circumvention petitions with the U.S.

Department of Commerce and the U.S.

International Trade Commission seeking antidumping and countervailing duties on hardwood plywood assembled in Vietnam using Chinese-sourced cores.

The Department of Commerce issued an affirmative preliminary determination in July 2022 and a final determination in July 2023.

The Final Determination identified Vietnamese suppliers that were not eligible for certification, which required antidumping and countervailing duty cash deposits of 206 percent on imports from those suppliers.

Two of American Woodmark’s primary Vietnamese plywood vendors remained on that list, and American Woodmark recorded a $ 4.9 million loss in fiscal 2024, or $ 3.7 million net of tax, on unliquidated customs entries.

Through the conclusion of American Woodmark’s fiscal 2025, American Woodmark remitted $ 3.8 million of deposits.

American Woodmark last placed orders with these vendors in June 2022.

In May 2025, the Department of Commerce issued final administrative review results finding the two American Woodmark vendors eligible for certification.

The petitioners did not appeal, and the Department of Commerce had six months to issue refunds of the deposits remitted by American Woodmark.

Customs and Border Protection began liquidating the remaining applicable customs entries on November 7, 2025.

Before the Merger became effective on May 28, 2026, American Woodmark received a refund of the full $ 3.8 million of deposits, and we consider this matter to be fully resolved.

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 March 29, 2026 and December 28, 2025.

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

Accumulated Other Comprehensive (Loss) Income

1 unchanged sentence

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

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

The after-tax components of and changes in accumulated other comprehensive (loss) income for the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025 were as follows:

Dollars presented in millions) Foreign

Adjustments Derivative

(Loss) Pension and Other

Postretirement Plans

Adjustments Accumulated

Comprehensive

(Loss) Income

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

Amounts classified into accumulated other comprehensive income 1.6 2.5 — 4.1

Amounts reclassified into earnings — ( 2.1 ) — ( 2.1 )

Net current period other comprehensive income 1.6 0.4 — 2.0

Balance at June 28, 2026 $ ( 6.0 ) $ 2.2 $ 0.3 $ ( 3.5 )

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

Amounts classified into accumulated other comprehensive income 12.5 5.8 — 18.3

Amounts reclassified into earnings — ( 0.2 ) — ( 0.2 )

Net current period other comprehensive income 12.5 5.6 — 18.1

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

Dollars presented in millions) Foreign

Adjustments Derivative

Hedging Gain (Loss) Pension and Other

7 unchanged sentences

Net current period other comprehensive loss ( 1.6 ) ( 2.7 ) — ( 4.3 )

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

Balance at June 28, 2026 $ ( 6.0 ) $ 2.2 $ 0.3 $ ( 3.5 )

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

2 unchanged sentences

Net current period other comprehensive income 13.7 9.5 4.4 27.6

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

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

Stock Repurchase Programs

6 unchanged sentences

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

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

During the thirteen and twenty-six weeks ended June 28, 2026, we did not repurchase any shares of our common stock.

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

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

As of June 28, 2026, $ 47.4 million remained authorized for the purchase of shares 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 acquisition of American Woodmark as of May 28, 2026 did not result in a change to the Company’s reportable segment.

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.

5 unchanged sentences

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

13 Weeks Ended

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

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net sales $ 815.2 $ 730.9 $ 1,433.2 $ 1,391.2

6 unchanged sentences

Other segment items (a)

92.0 56.6 154.3 110.7

Interest expense 20.8 18.9 39.2 38.3

Other (income) expense, net ( 0.8 ) 0.4

Income tax (benefit) expense ( 20.7 ) 4.0

Other income, net ( 0.1 ) ( 0.6 ) ( 0.9 ) ( 0.2 )

Income tax expense (benefit) 9.1 11.7 ( 11.6 ) 15.7

Net (loss) income $ ( 57.6 ) $ 37.3 $ ( 73.0 ) $ 50.6

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements