MasterBrand, Inc.
For the period ended Sep 28, 2025. Filed Nov 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 28, 2025 · Filed Nov 5, 2025
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 28, 2025, none of the Company’s directors or executive officers adopted, modified orterminated any “Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement” as defined under Item 408 of Regulation S-K.
First Amendment to Amended and Restated Credit Agreement
On November 3, 2025, the Company entered into an amendment (the “First Amendment”) to its 2024 Credit Agreement to obtain incremental term loan commitments in the form of delayed draw Term A loans (“Term Loan A”) in an aggregate amount equal to $375.0 million. The Term Loan A will be funded at the Effective Time of the Merger with American Woodmark to repay and terminate American Woodmark’s existing indebtedness.
Interest rates for the Term Loan A under the 2024 Credit Agreement (as amended by the First Amendment) are variable based on the Secured Overnight Financing Rate depending on the Company’s net leverage ratio. The Company will pay customary agency fees and a commitment fee based on the funds committed for the Term Loan A, beginning 61 days after the closing of the First Amendment until the date of funding. The Term Loan A requires annual principal payments, to be made quarterly, of 5.0%, 5.0%, 7.5% and 7.5%, respectively, following the funding date. The Term Loan A maturity is coterminous with the existing revolving credit facility under the 2024 Credit Agreement in June 2029.
The First Amendment did not result in any material changes to the existing customary representations and warranties, affirmative covenants, and restrictive covenants contained within the 2024 Credit Agreement.
The foregoing description is a summary of the material terms of the First Amendment and does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 10-Q and incorporated herein by reference.
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