Masterbrand, Inc. · NYSE:MBC
Masterbrand — Merger or Acquisition (August 2025)
21 slides from Masterbrand's merger presentation, Aug 6, 2025
Slide 1: MasterBrand & American Woodmark to Combine
MasterBrand & American Woodmark to Combine August 6, 2025
Slide 2: Forward Looking Statements
Forward Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to, statements as to the likelihood and anticipated timing of the closing of the proposed transaction, expected cost synergies and other expected benefit
Slide 3: Additional Information and Where to Find It
Additional Information and Where to Find It MasterBrand intends to file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”), which will include a joint proxy statement of MasterBrand and American Woodmark that will also constit
Slide 4: Today's Presenters
Today’s Presenters Dave Banyard Scott Culbreth Andi Simon President & Chief Executive Officer President & Chief Executive Officer EVP & Chief Financial Officer 4
Slide 5: Transaction Accelerates Value Delivery to Customers, Associates, and Shareholders
Transaction Accelerates Value Delivery to Customers, Associates, and Shareholders Enhances the Industry’s Most Diversified Portfolio of World-Class Brands and Products Covering the Full 1 Price Spectrum 2 Strengthens Channel Partnerships, Expands Geographic Reach, and Broadens Dealer & Distribution
Slide 6: Enhanced Financial Profile
Enhanced Financial Profile Trailing Twelve Trailing Twelve Anticipated Annual Months Months Run-Rate Cost Pro Forma Q3 2024 – Q2 2025 Fiscal Year 2025 Synergies1 Market $1.4 billion $0.8 billion $2.4 billion4 Capitalization Net Revenue $2.8 billion $1.7 billion $4.5 billion Adj. EBITDA3 $352 million
Slide 7: Transaction Overview
Transaction Overview • All-stock merger transaction Transaction • Combined pro forma equity value of $2.4 billion and enterprise value of $3.6 billion 1 Structure • American Woodmark shareholders will receive 5.150 MasterBrand shares for each American Woodmark share • Ownership at transaction close:
Slide 8: Brings Together Two Highly Complementary American Businesses
Brings Together Two Highly Complementary American Businesses, Benefitting MasterBrand & American Woodmark Shareholders and Customers Builder / Retail focused with Well-established industry player customer service driving legacy with largest distribution network of excellence Comprehensive product an
Slide 9: American Woodmark Select Preliminary First Quarter Fiscal 2026 Financial Results
American Woodmark Select Preliminary First Quarter Fiscal 2026 Financial Results Scott Culbreth President & CEO, American Woodmark 9
Slide 10: Enhances the Industry's Most Diversified Portfolio of World-Class Brands and Products
1 Enhances the Industry’s Most Diversified Portfolio of World- Class Brands and Products Covering the Full Price Spectrum Price point >$750 Premium Semi-custom Value Semi-custom Stock Value <$350 *Updated as of August 6, 2025, 7:59 a.m. ET 10
Slide 11: Strengthens Direct Channel Partnerships, Expands Geographic Reach, and Broadens Networks
2 Strengthens Direct Channel Partnerships, Expands Geographic Reach, and Broadens Dealer & Distribution Networks of Both Companies MasterBrand and American Woodmark serve their Increased geographic reach and expansion in customers through a strategic mix of channels1 key growth markets Pro forma Enh
Slide 12: Fortifies Financial Profile and Enhances Capital Flexibility
3 Fortifies Financial Profile and Enhances Capital Flexibility Net Debt to Adjusted EBITDA1 Expects to Generate Significant Cash Expected to achieve Flow to Drive Capital Allocation Strategy MasterBrand’s stated net leverage target of <2x at close 2.5x Re-invest in business through technological 1 e
Slide 13: Expect to Unlock Meaningful Cost Synergies and Commercial Growth Opportunities
4 Expect to Unlock Meaningful Cost Synergies and Commercial Growth Opportunities to Accelerate and Amplify Value Creation Breakdown of cost In addition to savings syner gy opportunity 2 initiatives underway at MasterBrand and $90M American Woodmark and future synergies __________ from the 2024 acqui
Slide 14: Advances Investment in Innovation to Accelerate the Next Generation of Growth
5 Advances Investment in Innovation to Accelerate the Next Generation of Growth to Elevate the Customer Experience Back-office infrastructure Manufacturing Customer experience Back-office automation Plant automation Product innovation In-person and digital Systems simplification Digitized plants cus
Slide 15: Combined Company to Benefit from Highly Complementary Cultures
6 Combined Company to Benefit from Highly Complementary Cultures and Customer-Centric Strategic Alignment BUILT ON SHARED VALUES, EMPOWERING CUSTOMERS, PARTNERS, AND COMMUNITIES Focus on shared Dedicated to a safe Trusted partner to Commitment to Responsible success with & inclusive customers commun
Slide 16: MasterBrand Second Quarter 2025 Financial Results
MasterBrand Second Quarter 2025 Financial Results Dave Banyard President & CEO, MasterBrand 16
Slide 17: MasterBrand Second Quarter 2025 Financial Results
MasterBrand Second Quarter 2025 Financial Results Andi Simon EVP & Chief Financial Officer, MasterBrand 17
Slide 18: Transaction Accelerates Value Delivery to Customers, Associates, and Shareholders
Transaction Accelerates Value Delivery to Customers, Associates, and Shareholders Enhances the Industry’s Most Diversified Portfolio of World-Class Brands and Products Covering the Full 1 Price Spectrum 2 Strengthens Channel Partnerships, Expands Geographic Reach, and Broadens Dealer & Distribution
Slide 19: Q&A
Q&A MasterBrand: Investor Day 2022 19
Slide 20: Appendix
Appendix MasterBrand: Investor Day 2022
Slide 21: Non-GAAP Financial Measures
Non-GAAP Financial Measures This presentation includes certain “non-GAAP financial measures” as defined in Regulation G under the Securities Act of 1934, as amended, including Adjusted EBITDA, Adjusted EBITDA Margin and Net Debt to Adjusted EBITDA. These non-GAAP financial measures are included in t