MasterBrand announces merger with American Woodmark Corporation

MasterBrand Inc. and American Woodmark Corporation have entered into a definitive agreement for an all-stock merger that creates a combined company with a pro forma equity value of $2.4 billion and an enterprise value of $3.6 billion.

Under the merger terms, American Woodmark shareholders will receive 5.150 shares of MasterBrand common stock for each American Woodmark share they own. MasterBrand shareholders will own approximately 63 percent of the combined company, while American Woodmark shareholders will hold 37 percent on a fully diluted basis.

The transaction, unanimously approved by both companies’ boards of directors, is expected to close in early 2026, subject to shareholder approval, regulatory clearance and other customary conditions.

“Bringing together MasterBrand and American Woodmark will be a transformative step for both of our organizations that will even better position us to serve the evolving needs of our customers and provide consumers with more choice and access,” said Dave Banyard, President and Chief Executive Officer of MasterBrand.

The combined company projects trailing 12-month adjusted EBITDA of $639 million, including anticipated run-rate cost synergies of approximately $90 million by the end of year three. These synergies stem from reduced overhead and procurement expenses, manufacturing network optimization, and operational excellence through implementing best practices from both companies.

“Creating value through people has been the core mission of American Woodmark,” said Scott Culbreth, President and CEO of American Woodmark. “Combining with MasterBrand will build on these core values and strategy to enhance our offering and service for customers and consumers, while driving value for American Woodmark shareholders.”

The merger creates what the companies describe as the cabinet industry’s most comprehensive portfolio of trusted brands and products. The combined entity will offer an expansive range of world-class brands across a broad price spectrum to serve diverse customers and consumers.

Both companies plan to maintain their commitment to growing legacy brands that channel partners know and trust. The complementary footprints of MasterBrand and American Woodmark will help the combined company access a broader share of high-growth markets.

Channel partners are expected to benefit from greater flexibility in purchasing options and enhanced value through more sophisticated support and marketing capabilities. The combined company projects an expanded operational footprint to deliver better choice, service and value to customers and consumers.

“Creating value through people has been the core mission of American Woodmark. Our company has operated with a vision-driven, values-based philosophy and a strategy focused on growth, digital transformation, and platform design,” said Scott Culbreth, President and CEO of American Woodmark. “Combining with MasterBrand will build on these core values and strategy to enhance our offering and service for customers and consumers, while driving value for American Woodmark shareholders. With MasterBrand, we are joining a partner that shares our commitment to investing for growth, investing in associates, and investing for the future.”

The anticipated cost synergies are in addition to savings initiatives already underway at both companies and future expected synergies from MasterBrand’s 2024 acquisition of Supreme Cabinetry Brands Inc. The combined organization also expects commercial growth opportunities from its expanded footprint and stronger channel partnerships.

The merger is projected to be accretive to adjusted diluted earnings per share in year two following the close. The combined company’s strengthened financial profile includes an estimated net debt to adjusted EBITDA ratio below MasterBrand’s 2.0x target leverage ratio at transaction close.

This improved financial position will enhance free cash flow generation, improve resilience through market cycles, and enable the combined company to deliver greater value to shareholders. Combining the talent and resources of both companies is expected to enable increased investment in growth, automation and technology.

Upon closing, American Woodmark will become a wholly-owned subsidiary of MasterBrand. The MasterBrand Board will expand to include three directors from American Woodmark, with Banyard serving as Chief Executive Officer and David Petratis as Chair of the combined company’s Board.

The combined company will retain the MasterBrand name and be headquartered in Beachwood, Ohio, while maintaining a significant presence in Winchester, Virginia. Nathaniel Leonard, EVP of Corporate Strategy and Development at MasterBrand, will lead the integration process.

Both companies emphasize their shared commitment to customer-oriented values and operational excellence. The cultural alignment is expected to support a smooth integration process and position the combined company to better serve customers with agility, care and innovation.

“MasterBrand and American Woodmark bring unique but complementary strengths – strong and broad portfolios and streamlined low-cost manufacturing profiles – and in leveraging them, the combination will help us accelerate our strategies and create enhanced value for both companies’ shareholders. Building on our strong progress in integrating Supreme Cabinetry Brands and our continuous efforts to prioritize executional and financial discipline, we are confident in our ability to unlock meaningful synergies with speed and rigor. I look forward to uniting the talented MasterBrand and American Woodmark teams to deliver on this compelling opportunity,” Banyard said.

In connection with the announcement, American Woodmark provided preliminary first-quarter fiscal 2026 results. For the quarter ended July 31, the company expects net sales between $400 million and $406 million, net income between $12.5 million and $14.5 million, and adjusted EBITDA between $41.75 million and $43.75 million.