MasterBrand, Inc.
For the period ended Sep 27, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
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 27, 2026 · Filed Nov 6, 2026
MBC$6.72-5.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-28; filed 2026-08-05.
0001941365-26-000072
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-27; filed 2026-11-06.
0001941365-26-000087
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 113 previous paragraphs and 114 current paragraphs.
76 unchanged; 31 reworded; 7 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
As part of the Merger, a full manufacturing network assessment is integral to achieving our targeted synergies. As a result of this ongoing assessment, the Company implemented restructuring actions related to the Woodmark Integration resulting in $10.9 million of expense in the third quarter of 2026.
Current report
Excluding the impact of American Woodmark, net sales to dealers decreased $18.2 million, or 4.6 percent, net sales to retailers increased $1.5 million, or 0.7 percent, and net sales directly to builders decreased $1.1 million, or 1.2 percent.
Current report
Selling, general and administrative expenses increased by $56.5 million, or 33.7 percent, to $224.0 million (21.6 percent of net sales) in the thirteen weeks ended September 27, 2026 compared to $167.5 million (24.0 percent of net sales) in the thirteen weeks ended September 28, 2025. Excluding the impact of American Woodmark, selling, general and administrative expenses decreased by $11.7 million, which is primarily due to decreased acquisition-related costs ($10.8 million) partially offset by higher distribution costs ($6.9 million) driven by increased fuel costs. The impact on selling, general and administrative expenses in the thirteen weeks ended September 27, 2026 was inclusive of of the favorable impact ofcost actions and integration synergies.
Current report
Other (income) expense, net
Current report
The difference between our effective income tax rate for thethirteen weeks ended September 27, 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, and nondeductible acquisition-related transaction costs. These impacts were partially offset by favorable state and local income tax benefits and research and development tax credits.
Current report
Thirty-nine Weeks Ended September 27, 2026 Compared to the Thirty-nine Weeks Ended September 28, 2025
Current report
Excluding the impact of American Woodmark, net sales to dealers decreased $61.9 million, or 5.4 percent, net sales to retailers decreased $21.5 million, or 3.3 percent, and net sales directly to builders decreased $17.9 million, or 6.5 percent.
Removed paragraphs (6)
Previous report
Compared to the thirteen weeks ended June 29, 2025, net sales to dealers, whose end customers include builders, professional trades and home remodelers, increased $2.3 million, or 0.6 percent, net sales to retailers, including through their respective retail internet website portals, increased $39.7 million, or 17.8 percent and net sales directly to builders increased $42.3 million, or 43.2 percent. Each of these increases were mainly driven by the $125.5 million incremental sales in the second quarter of 2026 associated with the acquisition of American Woodmark.
Previous report
Twenty-six Weeks Ended June 28, 2026 Compared to the Twenty-six Weeks Ended June 29, 2025
Previous report
Compared to the twenty-six weeks ended June 29, 2025, net sales to dealers, whose end customers include builders, professional trades and home remodelers, declined $23.0 million, or 3.0 percent, net sales to retailers, including through their respective retail internet website portals, increased $32.7 million, or 7.3 percent, and net sales directly to builders increased $32.3 million, or 17.8 percent. The increases to retailers and builders were mainly driven by the $125.5 million incremental sales in the second quarter of 2026 associated with the acquisition of American Woodmark.
Previous report
Selling, general and administrative expenses increased by $59.2 million, or 18.9 percent, to $372.6 million (26.0 percent of net sales) in the twenty-six weeks ended June 28, 2026 compared to $313.4 million (22.5 percent of net sales) in the twenty-six weeks ended June 29, 2025. The increase in the twenty-six weeks ended June 28, 2026 is primarily due to the inclusion of American Woodmark of $24.3 million, which primarily includes associate-related costs ($8.9 million) and distribution costs ($8.2 million). The remaining increase in selling, general and administrative expenses were mainly due to increased acquisition-related costs ($40.5 million) and distribution costs ($8.4 million), due to increased fuel costs. These increases were partially offset by lower commission costs ($2.3 million), as a result of the decrease in sales unit volume, advertising costs ($1.6 million), and professional fees ($1.4 million).
Previous report
Other income, net
Previous report
The difference between our effective income tax rate for the twenty-six 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.
Reworded paragraphs (31)
Previous wording
Certain statements contained in this Quarterly Report on Form 10-Q, other than purely historical information, including, but not limited to, estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. Statements preceded by, followed by or that otherwise include the word “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These factors include those listed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 within Part I, Item 1A and in our Quarterly Reports on Form 10-Q for the quarterly period ended March 29, 2026 within Part II, Item 1A.
Current wording
Certain statements contained in this Quarterly Report on Form 10-Q, other than purely historical information, including, but not limited to, estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. Statements preceded by, followed by or that otherwise include the word “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These factors include those listed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 within Part I, Item 1A and in our Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2026 within Part II, Item 1A.
Previous wording
•The impact of our current and any additional future debt obligations on our business, current and future operations, profitability and our ability to meet other obligations;
Current wording
•The impact of our current and any additional future debt obligations and our ability to comply with related financial covenants on our business, current and future operations, profitability and our ability to meet other obligations;
Previous wording
Founded over 70 years ago, we are the largest manufacturer of residential cabinets in North America. Our superior product quality, innovative design and service excellence drives a compelling value proposition. We have insight into the fashion and features consumers desire, which we use to tailor our product lines across price points. Our volume leadership allows us to achieve an advantaged cost structure and service platform by standardizing product platforms and components to the greatest extent possible—resulting in an improved facility footprint and an efficient supply chain. Further, our decades of experience have informed how we use global geographies to optimize procurement and manufacturing costs. Finally, with the most extensive dealer network throughout the United States, we have an advantaged distribution model that cannot be easily replicated. We expect to further extend our competitive advantages by using technology and data to enhance the consumer’s experience from visualization to ordering to delivery and installation.
Current wording
Founded over 70 years ago, we are the largest manufacturer of residential cabinets in North America. Our superior product quality, innovative design and service excellence drive a compelling value proposition. We have insight into the fashion and features consumers desire, which we use to tailor our product lines across price points. Our volume leadership allows us to achieve an advantaged cost structure and service platform by standardizing product platforms and components to the greatest extent possible—resulting in an improved facility footprint and an efficient supply chain. Further, our decades of experience have informed how we use global geographies to optimize procurement and manufacturing costs. Finally, with the most extensive dealer network throughout the United States, we have an advantaged distribution model that cannot be easily replicated. We expect to further extend our competitive advantages by using technology and data to enhance the consumer’s experience from visualization to ordering to delivery and installation.
Previous wording
The Company continues to actively monitor recent trade policy and tariff announcements, including the Section 232 tariffs on timber, lumber, and derivative wood products (including kitchen cabinets, vanities and related wood products), effective October 14, 2025. As a result of the Section 232 proceedings, a 10 percent tariff applies to softwood lumber and timber imports, and a 25 percent tariff applies to kitchen cabinets and vanities, although the tariff on cabinets and vanities may increase after January 1, 2027. Increased restrictions on global trade, including an increase in U.S. tariffs and any retaliatory responses thereto, have resulted in and could further result in, among other things, increased input costs, supply chain disruptions, decreased consumer demand and volatility in foreign exchange rates and financial markets. We continue to analyze the impact of these actions and adjust our mitigation strategy, including pricing, productivity and repositioning our supply chain to offset the impact of the tariff exposure as trade policy evolves. The uncertain and evolving market dynamics and global trade environment could have a material adverse effect on the Company’s business, financial condition, and results of operations.
Current wording
The Company continues to actively monitor trade policy and tariff announcements, including Section 232 tariffs on timber, lumber, and derivative wood products (including kitchen cabinets, vanities and related wood products), Section 338 tariffs on certain Canadian goods, Section 301 tariffs, and other tariff measures applicable to imported products not covered by Section 232 tariffs. As a result of the Section 232 proceedings, a 10 percent tariff applies to softwood lumber and timber imports, and a 25 percent tariff applies to kitchen cabinets and vanities, although the tariff on cabinets and vanities is scheduled to increase to 50 percent as of January 1, 2027. Increased restrictions on global trade, including an increase in U.S. tariffs and any retaliatory responses thereto, have resulted in and could further result in, among other things, increased input costs, supply chain disruptions, decreased consumer demand and volatility in foreign exchange rates and financial markets. We continue to analyze the impact of these actions and adjust our mitigation strategy, including pricing, productivity and repositioning our supply chain to offset the impact of the tariff exposure as trade policy evolves. The uncertain and evolving market dynamics and global trade environment could have a material adverse effect on the Company’s business, financial condition, and results of operations.
Previous wording
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 ended September 27, 2026.
Current wording
During the thirteen and thirty-nine weeks ended September 27, 2026, MasterBrand received $10.9 million and $12.1 million of refunds, respectively, and recognized these amounts as a reduction in cost of products sold in the respective periods. No receivable has been recognized as of September 27, 2026 for the remaining $2.8 million of IEEPA tariffs paid prior to the Supreme Court decision due to uncertainty regarding the realizability of the refund.
Previous wording
Our consolidated financial statements are based on a 52- or 53-week fiscal year ending on the last Sunday in December in each calendar year and have been principally derived from the consolidated financial statements of our Company and its consolidated subsidiaries using the historical results of operations, and historical basis of assets and liabilities. Our condensed consolidated financial statements have been prepared in accordance with GAAP.
Current wording
Our consolidated financial statements are based on a fifty-two or fifty-three week fiscal year ending on the last Sunday in December in each calendar year and have been principally derived from the consolidated financial statements of our Company and its consolidated subsidiaries using the historical results of operations, and historical basis of assets and liabilities. Our condensed consolidated financial statements have been prepared in accordance with GAAP.
Previous wording
Unless the context otherwise requires, references to years and quarters contained in this Quarterly Report on Form 10-Q pertain to our fiscal years and fiscal quarters. Additionally, unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to: (1) “2026,” or “fiscal 2026” refers to our 2026 fiscal year that is a 52-week period that will end on December 27, 2026; and (2) “2025,” or “fiscal 2025” refers to our 2025 fiscal year that was a 52-week period that ended on December 28, 2025. Furthermore, unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to: (1) “the second quarter of 2026” refers to the thirteen week period that ended on June 28, 2026; (2) “the second quarter of 2025” refers to the thirteen week period that ended on June 29, 2025; (3) “the first half of 2026” refers to the twenty-six weeks ended June 28, 2026; and (4) “the first half of 2025” refers to thetwenty-six weeks ended June 29, 2025.
Current wording
Unless the context otherwise requires, references to years and quarters contained in this Quarterly Report on Form 10-Q pertain to our fiscal years and fiscal quarters. Additionally, unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to: (1) “2026,” or “fiscal 2026” refers to our 2026 fiscal year that is a 52-week period that will end on December 27, 2026; and (2) “2025,” or “fiscal 2025” refers to our 2025 fiscal year that was a 52-week period that ended on December 28, 2025. Furthermore, unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to: (1) “the third quarter of 2026” refers to the thirteen week period that ended on September 27, 2026; (2) “the third quarter of 2025” refers to the thirteen week period that ended on September 28, 2025; (3) “the first three quarters of 2026” refers to the thirty-nine weeks ended September 27, 2026; and (4) “the first three quarters of 2025” refers to thethirty-nine weeks ended September 28, 2025.
Previous wording
Net sales were $815.2 million for the thirteen weeks ended June 28, 2026 compared to $730.9 million for the thirteen weeks ended June 29, 2025, an increase of $84.3 million, or 11.5 percent. The higher net sales from the thirteen weeks ended June 29, 2025 was driven primarily by the acquisition of American Woodmark in May 2026, which contributed $125.5 million of incremental sales in the second quarter of 2026. Excluding the impact of American Woodmark, the $41.2 million decrease in net sales from the thirteen weeks ended June 29, 2025 was driven by lower sales unit volume of $47.9 million, partially offset by the favorable combined net impact of price and mix on our overall average selling price of $6.8 million. Overall end market demand was weaker in the second quarter of 2026 compared to the second quarter of 2025 in the repair and remodel and single-family new construction markets. Foreign currency had an immaterial impact during the thirteen weeks ended June 28, 2026 as compared to the thirteen weeks ended June 29, 2025.
Current wording
Net sales were $1,036.8 million for the thirteen weeks ended September 27, 2026 compared to $698.9 million for the thirteen weeks ended September 28, 2025, an increase of $337.9 million, or 48.3 percent. The higher net sales as compared to the thirteen weeks ended September 28, 2025 was driven primarily by the acquisition of American Woodmark in May 2026, which contributed $355.7 million of incremental sales in the third quarter of 2026. Excluding the impact of American Woodmark, the $17.8 million decrease in net sales from the thirteen weeks ended September 28, 2025 was driven by lower sales unit volume of $23.8 million, partially offset by the favorable combined net impact of price and mix on our overall average selling price of $6.3 million. Overall end market demand was weaker in the third quarter of 2026 compared to the third quarter of 2025 in the repair and remodel and single-family new construction markets. Foreign currency impact was unfavorable by $0.3 million during the thirteen weeks ended September 27, 2026 as compared to the thirteen weeks ended September 28, 2025.
Previous wording
Cost of products sold increased by $118.5 million, or 24.1 percent, to $609.7 million (74.8 percent of net sales) in the thirteen weeks ended June 28, 2026 as compared to $491.2 million (67.2 percent of net sales) in the thirteen weeks ended June 29, 2025. The inclusion of American Woodmark in the thirteen weeks ended June 28, 2026 resulted in an incremental $108.8 million of cost of products sold in the second quarter of 2026. Excluding the impact of American Woodmark, the $9.7 million increase in cost of products sold was driven primarily by the combined net impact of costs and mix of $41.9 million, partially offset by lower sales unit volume of $32.2 million. In the second quarter of 2026, realized savings from various cost reduction actions were more than offset by higher manufacturing costs, including unfavorable fixed cost leverage.
Current wording
Cost of products sold increased by $301.2 million, or 62.7 percent, to $781.9 million (75.4 percent of net sales) in the thirteen weeks ended September 27, 2026 as compared to $480.7 million (68.8 percent of net sales) in the thirteen weeks ended September 28, 2025. Excluding the impact of American Woodmark, the $20.6 million increase in cost of products sold was driven primarily by the combined net impact of costs and mix of $37.2 million, which includes the favorable impact of$10.9 million of IEEPA tariffs as well as cost actions and integration synergies. The increase cost of products sold in the thirteen weeks ended September 27, 2026 was partially offset by lower sales unit volume of $16.6 million. In the third quarter of 2026, realized savings from various cost reduction actions were more than offset by higher manufacturing costs, including unfavorable fixed cost leverage.
Previous wording
Restructuring charges were $9.2 million in the thirteen weeks ended June 28, 2026, compared to restructuring charges of $6.6 million in the thirteen weeks ended June 29, 2025. The restructuring charges in the thirteen weeks ended June 28, 2026 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 charges in the thirteen weeks ended June 28, 2026 and the charges in the thirteen weeks ended June 29, 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.
Current wording
Restructuring charges were $11.1 million in the thirteen weeks ended September 27, 2026, compared to restructuring charges of $2.6 million in the thirteen weeks ended September 28, 2025. As part of the Merger with American Woodmark, a full manufacturing network assessment is integral to achieving our targeted synergies. As a result of this ongoing assessment, the Company incurred costs of $10.9 million related to such restructuring actions during the thirteen weeks ended September 27, 2026. The remaining charges in the thirteen weeks ended September 27, 2026 and the charges in the thirteen weeks ended September 28, 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.
Previous wording
Interest expense was $20.8 million in the thirteen weeks ended June 28, 2026, which was comparable to interest expense of $18.9 million in the thirteen weeks ended June 29, 2025. The second quarter of 2026 includes approximately one month of interest expense related to the Term Loan A drawn on May 28, 2026 in conjunction with the American Woodmark transaction.
Current wording
Interest expense was $24.4 million in the thirteen weeks ended September 27, 2026, compared to interest expense of $18.2 million in the thirteen weeks ended September 28, 2025. This $6.2 million increase is primarily due to the increased interest expense related to the $375.0 million Term Loan A drawn on May 28, 2026, in conjunction with the American Woodmark transaction.
Previous wording
Other income, net was $0.1 million in the thirteen weeks ended June 28, 2026, a decline of $0.5 million as compared to other income, net of $0.6 million in the thirteen weeks ended June 29, 2025. This decrease was due primarily to lower transactional foreign currency gains in the second quarter of 2026 as compared to the second quarter of 2025, due to fluctuations in exchange rates.
Current wording
Other income, net was $2.0 million in the thirteen weeks ended September 27, 2026, an increase of $2.1 million as compared to other expense, net of $0.1 million in the thirteen weeks ended September 28, 2025. This increase was primarily due to higher transactional foreign currency gains due to fluctuations in exchange rates.
Previous wording
The effective income tax rates for thethirteen weeks ended June 28, 2026 and June 29, 2025, were(18.8) percent and 23.9 percent, respectively. Thechange 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.
Current wording
The effective income tax rates for thethirteen weeks ended September 27, 2026 and September 28, 2025, were 25.8 percent and 22.6 percent, respectively. Thechange in the effective income tax rate between the periods was primarily attributable to changes in pretax income (loss) relative to permanent tax adjustments, increased nondeductible compensation, nondeductible acquisition-related transaction costs and fluctuations in valuation allowances, partially offset by the benefits of foreign exclusions and research and development tax credits.
Previous wording
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 dueto 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.
Current wording
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 dueto 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.
Previous wording
The following discussion of condensed consolidated results of operations refers to the twenty-six weeks ended June 28, 2026 compared to the twenty-six weeks ended June 29, 2025.
Current wording
The following discussion of condensed consolidated results of operations refers to the thirty-nine weeks ended September 27, 2026 compared to the thirty-nine weeks ended September 28, 2025.
Previous wording
Net sales were $1,433.2 million for the twenty-six weeks ended June 28, 2026 compared to $1,391.2 million for the twenty-six weeks ended June 29, 2025, an increase of $42.0 million, or 3.0 percent. The higher net sales from the twenty-six weeks ended June 29, 2025 was driven primarily by the acquisition of American Woodmark in May 2026, which contributed $125.5 million of incremental sales in the first half of 2026. Excluding the impact of American Woodmark, the $83.5 million decrease in net sales from the twenty-six weeks ended June 29, 2025 was driven primarily by lower sales unit volume of $90.0 million, partially offset by the favorable combined net impact of price and mix on our overall average selling price of $5.7 million. Overall end market demand was weaker in the first half of 2026 compared to the first half of 2025 in the repair and remodel and single-family new construction markets. Foreign currency impact was favorable by $0.8 million during the twenty-six weeks ended June 28, 2026 as compared to the twenty-six weeks ended June 29, 2025.
Current wording
Net sales were $2,470.0 million for the thirty-nine weeks ended September 27, 2026 compared to $2,090.1 million for the thirty-nine weeks ended September 28, 2025, an increase of $379.9 million, or 18.2 percent. The higher net sales from the thirty-nine weeks ended September 28, 2025 was driven primarily by the acquisition of American Woodmark in May 2026, which contributed $481.2 million of incremental sales in 2026. Excluding the impact of American Woodmark, the $101.3 million decrease in net sales from the thirty-nine weeks ended September 28, 2025 was driven primarily by lower sales unit volume of $113.8 million, partially offset by the $12.0 million favorable combined net impact of price and mix. Overall end market demand was weaker in the first three quarters of 2026 compared to the first three quarters of 2025 in the repair and remodel and single-family new construction markets. Foreign currency impact was favorable by $0.5 million during the thirty-nine weeks ended September 27, 2026 as compared to the thirty-nine weeks ended September 28, 2025.
Previous wording
Cost of products sold increased by $121.8 million, or 12.8 percent, to $1,071.1 million (74.7 percent of net sales) in the twenty-six weeks ended June 28, 2026 as compared to $949.3 million (68.2 percent of net sales) in the twenty-six weeks ended June 29, 2025. The inclusion of American Woodmark in the twenty-six weeks ended June 28, 2026 resulted in an incremental $108.8 million of cost of products sold in the second quarter of 2026. Excluding the impact of American Woodmark, the $13.0 million increase in cost of products sold was driven primarily by the higher combined net impact of costs and mix of $73.8 million, partially offset by lower sales unit volume of $60.8 million. In the the first half of 2026, realized savings from various cost reduction actions were more than offset by higher manufacturing costs, including unfavorable fixed cost leverage.
Current wording
Cost of products sold increased by $423.0 million, or 29.6 percent, to $1,853.0 million (75.0 percent of net sales) in the thirty-nine weeks ended September 27, 2026 as compared to $1,430.0 million (68.4 percent of net sales) in the thirty-nine weeks ended September 28, 2025. Excluding the impact of American Woodmark, the $33.6 million increase in cost of products sold was driven primarily by the higher combined net impact of inflation and product mix of $111.3 million, which includes the favorable impact of$12.1 million of IEEPA tariffs as well as cost actions and integration synergies. The increase in cost of products sold in thirty-nine weeks ended September 27, 2026 was partially offset by lower sales unit volume of $77.7 million. In the first three quarters of 2026, realized savings from various cost reduction actions were more than offset by higher manufacturing costs, including unfavorable fixed cost leverage.
Previous wording
Selling, general and administrative expenses increased by $57.3 million, or 35.9 percent, to $216.7 million (26.6 percent of net sales) in the thirteen weeks ended June 28, 2026 compared to $159.4 million (21.8 percent of net sales) in the thirteen weeks ended June 29, 2025. The increase in the thirteen weeks ended June 28, 2026 is primarily due to the inclusion of American Woodmark costs of $24.3 million, which include associate-related costs ($8.9 million) and distribution costs ($8.2 million). The remaining increase in selling, general and administrative expenses were mainly due to increased acquisition-related costs ($36.5 million) and distribution costs ($5.9 million) due to increased fuel costs. These increases were partially offset by lower commission costs ($1.0 million), as a result of the decrease in sales unit volume, and advertising costs ($0.7 million).
Current wording
Selling, general and administrative expenses increased by $115.7 million, or 24.1 percent, to $596.6 million (24.2 percent of net sales) in the thirty-nine weeks ended September 27, 2026 compared to $480.9 million (23.0 percent of net sales) in the thirty-nine weeks ended September 28, 2025. Excluding the impact of American Woodmark, the increase in selling, general and administrative expenses of $23.2 million was mainly due to increased acquisition-related costs ($29.7 million) and higher distribution costs ($15.3 million) driven by increased fuel costs. These increases were partially offset by lower commission costs ($3.2 million), as a result of the decrease in sales unit volume, decreased channel marketing spend ($2.7 million), and lower professional fees ($2.4 million). The impact on selling, general and administrative expenses in the thirty-nine weeks ended September 27, 2026 was inclusive of the favorable impact ofcost actions and integration synergies.
Previous wording
Restructuring charges were $22.0 million in the twenty-six weeks ended June 28, 2026, as compared to restructuring charges of $11.3 million in the twenty-six weeks ended June 29, 2025. The increase in the twenty-six weeks ended June 28, 2026 is primarily due to theimplementation of a voluntary and involuntary separation program to reduce overall headcount, primarily in our corporate functions, in the first quarter. 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 first quarter of 2026 and recorded an additional $0.7 million of one-time termination benefit costs during the second quarter of 2026. The restructuring charges in the second quarter of 2026 also included $4.1 million related to the previously announced wind-down and closure of American Woodmark’s Monterrey, Mexico plant. The remaining charges in the twenty-six weeks ended June 28, 2026 and the charges in the twenty-six weeks ended June 29, 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.
Current wording
Restructuring charges were $33.1 million in the thirty-nine weeks ended September 27, 2026, as compared to restructuring charges of $13.9 million in the thirty-nine weeks ended September 28, 2025. As part of the Merger with American Woodmark, a full manufacturing network assessment is integral to achieving our targeted synergies. As a result of this ongoing assessment, the Company incurred costs of $10.9 million related to such restructuring actions during the thirty-nine weeks ended September 27, 2026. Restructuring charges for thethirty-nine weeks ended September 27, 2026 also include $4.1 million recorded in the second quarter related to the previously announced wind-down and closure of American Woodmark’s Monterrey, Mexico plant and $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. The remaining restructuring charges for both 2026 and 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.
Previous wording
Interest expense was $39.2 million in the twenty-six weeks ended June 28, 2026 which was comparable to interest expense of $38.3 million in the twenty-six weeks ended June 29, 2025. The second quarter of 2026 includes approximately one month of interest expense related to the Term Loan A drawn on May 28, 2026 in conjunction with the American Woodmark transaction.
Current wording
Interest expense was $63.6 million in the thirty-nine weeks ended September 27, 2026 compared to interest expense of $56.5 million in the thirty-nine weeks ended September 28, 2025. The increase is primarily due to the increased interest expense related to the $375.0 million Term Loan A drawn on May 28, 2026 in conjunction with the American Woodmark transaction.
Previous wording
Other income, net was $0.9 million in the twenty-six weeks ended June 28, 2026, an increase of $0.7 million as compared to other income, net of $0.2 million in the twenty-six weeks ended June 29, 2025. This increase was primarily due to the change in transactional foreign currency gains due to fluctuations in exchange rates.
Current wording
Other income, net was $2.9 million in the thirty-nine weeks ended September 27, 2026, an increase of $2.8 million as compared to other income, net of $0.1 million in the thirty-nine weeks ended September 28, 2025. This increase was primarily due to the change in transactional foreign currency gains due to fluctuations in exchange rates.
Previous wording
Our condensed consolidated income before taxes, income tax expense, and effective tax rate for the twenty-six week periods ended June 28, 2026 and June 29, 2025 were as follows:
Current wording
Our condensed consolidated income before taxes, income tax expense, and effective tax rate for the thirty-nine week periods ended September 27, 2026 and September 28, 2025 were as follows:
Previous wording
The effective income tax rates for thetwenty-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.
Current wording
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 thethirty-nine weeks ended September 27, 2026 and September 28, 2025, were 15.3 percent and 23.4 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, increased nondeductible compensation, nondeductible acquisition-related transaction costs and fluctuations in valuation allowances, partially offset by foreign exclusions and research and development tax credits.
Previous wording
The difference between our effective income tax rate for thethirteen 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.
Current wording
The difference between our effective income tax rate for the thirty-nine weeks ended September 27, 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, and deferred tax adjustments related to foreign tax elections, partially offset by increased benefit from state and local income taxes and research and development tax credits.
Previous wording
The difference between our effective income tax rate for the twenty-six weeks ended June 29, 2025, and the U.S. statutory rate of 21.0 percent is primarily 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, the stock compensation windfall benefit for shares which vested, and foreign exclusions.
Current wording
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.
Previous wording
Our operating income is generated by our subsidiaries. There are generally no restrictions on the ability of our subsidiaries to pay dividends or make other distributions to MasterBrand, other than the fact our subsidiaries have financial obligations that must be satisfied before funding us and such dividends are subject to applicable local law and may be limited due to terms of other contractual arrangements, including our indebtedness. We periodic ally review our portfolio of brands, manufacturing and supply chain footprint, and evaluate potential strategic transactions to increase shareholder value. However, we cannot predict whether or when we may enter into acquisitions, joint ventures or dispositions, or what impact any such transactions could have on our results of operations, cash flows or financial condition. Our cash flows from operations, borrowing availability and overall liquidity are subject to certain risks and uncertainties, including those described in the section entitled “Risk Factors” within Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 28, 2025, and in our Quarterly Report on Form 10-Q for the quarter ended March 29, 2026 in the section entitled “Risk Factors” within Part II, Item 1A.
Current wording
Our operating income is generated by our subsidiaries. There are generally no restrictions on the ability of our subsidiaries to pay dividends or make other distributions to MasterBrand, other than the fact that our subsidiaries have financial obligations that must be satisfied before funding us and such dividends are subject to applicable local law and may be limited due to terms of other contractual arrangements, including our indebtedness. We periodic ally review our portfolio of brands, manufacturing and supply chain footprint, and evaluate potential strategic transactions to increase shareholder value. However, we cannot predict whether or when we may enter into acquisitions, joint ventures or dispositions, or what impact any such transactions could have on our results of operations, cash flows or financial condition. Our cash flows from operations, borrowing availability and overall liquidity are subject to certain risks and uncertainties, including those described in the section entitled “Risk Factors” within Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 28, 2025, and in our Quarterly Report on Form 10-Q for the quarter ended March 29, 2026 in the section entitled “Risk Factors” within Part II, Item 1A.
Previous wording
As of June 28, 2026, we had $1,390.3 million outstanding in third-party borrowings, net of deferred financing fees.
Current wording
As of September 27, 2026, we had $1,230.8 million outstanding in third-party borrowings, net of deferred financing fees.
Previous wording
Below is a summary of cash flows for the twenty-six weeks ended June 28, 2026 and June 29, 2025.
Current wording
Below is a summary of cash flows for the thirty-nine weeks ended September 27, 2026 and September 28, 2025.
Previous wording
Net cash provided by operating activities was $5.8 million in the first half of 2026 as compared to $53.4 million in the first half of 2025. Net loss decreased operating cash flow by $73.0 million in the first half of 2026, compared to net income of $50.6 million in the first half of 2025. In the first half of 2026, accounts receivable increased $6.3 million from the fiscal 2025 ending balance, compared to an increase of $26.9 million in the first half of 2025. In the first half of 2026, inventory decreased $7.5 million, as compared to a decrease in inventory of $0.2 million in the first half of 2025. In the first half of 2026, accounts payable increased $3.4 million compared to a decrease of $5.5 million in the first half of 2025.
Current wording
Net cash provided by operating activities was $80.2 million in the first three quarters of 2026 as compared to $108.8 million in the first three quarters of 2025. Net loss decreased operating cash flow by $82.2 million in the first three quarters of 2026, compared to net income of $68.7 million in the first three quarters of 2025. In the first three quarters of 2026, accounts receivable decreased $7.6 million from the fiscal 2025 ending balance due to improved timing of cash collections, compared to an increase of $26.6 million in the first three quarters of 2025. In the first three quarters of 2026, inventory decreased $4.8 million, as compared to a decrease in inventory of $4.4 million in the first three quarters of 2025. In the first three quarters of 2026, accounts payable increased $41.0 million compared to a decrease of $2.2 million in the first three quarters of 2025 primarily due to the timing of payments to vendors. Non-cash adjustments to net loss also increased through the first thirty-nine weeks of 2026 due to increased depreciation and amortization and stock-based compensation of $32.1 million and $9.8 million, respectively, due to the inclusion of American Woodmark subsequent to the effective date of the Merger.
Previous wording
Net cash used in investing activities was $353.4 million in the first half of 2026, compared to $24.3 million in the first half of 2025. The year-over-year increase is due to the acquisition of American Woodmark, net of cash acquired, of $330.3 million, partially offset by decreased capital expenditures as compared to the prior year.
Current wording
Net cash used in investing activities was $366.6 million in the first three quarters of 2026, compared to $40.1 million in the first three quarters of 2025. The year-over-year increase is due to the acquisition of American Woodmark, net of cash acquired, of $330.3 million, partially offset by decreased capital expenditures as compared to the prior year.
Previous wording
Net cash provided by financing activities was $404.6 million in the twenty-six weeks ended June 28, 2026 as compared to net cash used in financing activities of $34.0 million in the twenty-six weeks ended June 29, 2025. The twenty-six weeks ended June 28, 2026 included the issuance of our Term Loan A of $375.0 million, which was used to repay and terminate American Woodmark’s existing indebtedness. The twenty-six weeks ended June 28, 2026 also included net borrowings on our revolving credit facility of $40.0 million, while the twenty-six weeks ended June 29, 2025 included net repayments on our revolving credit facility of $10.0 million. The twenty-six weeks ended June 29, 2025 also includes $18.1 million of stock repurchases made under the $50.0 million stock repurchase programs.
Current wording
Net cash provided by financing activities was $242.6 million in the thirty-nine weeks ended September 27, 2026 as compared to net cash used in financing activities of $79.8 million in the thirty-nine weeks ended September 28, 2025. The thirty-nine weeks ended September 27, 2026 included the issuance of our Term Loan A of $375.0 million, which was used to repay and terminate American Woodmark’s existing indebtedness. The thirty-nine weeks ended September 27, 2026 also included net repayments on our revolving credit facility of $120.0 million, while the thirty-nine weeks ended September 28, 2025 included net repayments on our revolving credit facility of $55.5 million. The thirty-nine weeks ended September 28, 2025 also includes $18.1 million of stock repurchases made under the $50.0 million stock repurchase programs.