MasterBrand Inc. and American Woodmark Corp. announced that they have entered into a definitive agreement whereby MasterBrand will combine with American Woodmark via an all-stock merger. The combined company would have a pro forma equity value of $2.4 billion and an enterprise value of $3.6 billion based on the exchange ratio and closing share price as of August 5, 2025.
Under the terms of the agreement, American Woodmark shareholders receive 5.150 shares of MasterBrand common stock for each share of American Woodmark common stock owned. MasterBrand and American Woodmark shareholders will own approximately 63% and 37% of the combined company, respectively, on a fully diluted basis. Pro forma for the transaction, the trailing 12 months adjusted EBITDA of the combined company is projected to be $639 million inclusive of anticipated run rate cost synergies of approximately $90 million by the end of year three.
“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 CEO of MasterBrand. “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.”
Anticipated strategic and financial benefits include combining two customer-centric platforms to create the cabinet industry’s most comprehensive portfolio of trusted brands and products.
Additionally, the venture will broaden channel partnerships, expand geographic reach and enhance operating agility. The combined company is expected to deliver anticipated run-rate cost synergies of approximately $90 million by the end of year three and accretion to adjusted diluted EPS in year two, both following close. The fortified financial profile and resources will offer amplify returns, advance innovation and drive growth.
“Creating value through people has been the core mission of American Woodmark,” said Scott Culbreth, president and CEO 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. 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. Together, we will create an even stronger company that is able to provide a broader product portfolio across expanded channels, advance our innovation capabilities and create exciting opportunities for team members.”
Commitment to an Empowering Culture that Drives Customer Value
The integration of MasterBrand and American Woodmark will bring together two cultures with a deeply rooted focus on customer-oriented values and operational excellence. Both companies share a commitment to empowering team members, exceeding customer expectations and building lasting relationships across their respective channels. This cultural alignment is expected to support a smooth integration process and position the combined company to better serve customers with agility, care and innovation.
Leadership, Headquarters and Integration Plan
Upon closing, American Woodmark will become a wholly-owned subsidiary of MasterBrand and the MasterBrand Board will be expanded to include three directors from American Woodmark. Dave Banyard will serve as CEO of the combined company, and David Petratis will serve as chair of the combined company’s board. Following the closing of the transaction, the combined company, to be called MasterBrand, will be headquartered in Beachwood, Ohio, and will maintain a significant presence in Winchester, Va. Nathaniel Leonard, executive vice president, Corporate Strategy and Development at MasterBrand, will lead the process to integrate MasterBrand and American Woodmark.
Timing and Financing
The transaction, which has been unanimously approved by the Board of Directors of both companies, is expected to close in early 2026 subject to approval of the transaction by MasterBrand and American Woodmark shareholders, the receipt of regulatory approvals and the satisfaction of other customary closing conditions.
The transaction consideration is comprised solely of MasterBrand stock; however, MasterBrand plans to arrange a revolver expansion with its current banking group in order to pay off American Woodmark debt at close of the transaction.
Advisors
Rothschild & Co is acting as MasterBrand’s financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as MasterBrand’s legal counsel on the transaction. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor, and C Street Advisory Group is serving as investor relations advisor.
Jefferies LLC is acting as American Woodmark’s financial advisor, and McGuireWoods LLP is acting as American Woodmark’s legal counsel on the transaction. Collected Strategies is serving as strategic communications advisor to American Woodmark.
