American Woodmark Corporation · NASDAQ:AMWD
American Woodmark — Merger or Acquisition (August 2025)
43 slides from American Woodmark's merger presentation, Aug 6, 2025
Slide 1: Q2 2025 Investor Presentation
Q2 2025Investor Presentation 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: MasterBrand Overview
MasterBrand Overview #1 North American residential cabinet manufacturer Key brands 1 Includes Supreme acquisition, which closed July 10, 2024 2 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP metrics. Please see Appendix for definitions and corresponding reconciliations to historical GAAP me
Slide 5: The MasterBrand Story
The MasterBrand Story Building great experiences together OUR PURPOSE How? Tools that enable us to: Lead through Lean Engage teams and foster problem-solving Align to Grow Deliver on the unique needs of each customer Tech Enabled Drive profitable growth and transform the way we work through digital,
Slide 6: Sustainability: People, Environment, Governance
At MasterBrand, we have built a foundation of doing what is right for people and the environment. Our sustainability journey is ongoing, and as our associates continue to innovate, inspire and lead by example, we find more opportunities to positively tock our indury and sakanclders wortdvide. We are
Slide 7: Industry Leading Customer Base
Industry Leading Customer Base 7 MasterBrand channel mix 1 55% Dealer: provide customer education, service and design consultation 32% Retail: common box products that offer some customization along with in-stock standardized products 13% Builder: sold directly and highly correlated to single-family
Slide 8: Multi-Branded Strategy Across Price Points and Products
8 Multi-Branded Strategy Across Price Points and Products Price point (per cabinet) <$350 >$750 MasterBrand portfolio by type and key brands Stock /In-Stock Semi-Custom Custom/Premium MasterBrand offers the most diverse product portfolio and covers the price spectrum 1 1 Based on the trailing twelve
Slide 9: Integrated Manufacturing Network & Strong Track Record of Continuous Improvement
+ + + Integrated Manufacturing Network & Strong Track Record of Continuous Improvement Footprint optimization Proven tools of our business system, enable product portfolio simplification Continuous improvement culture Efficient capital spending profile 9 MasterBrand’s strategic transformation initia
Slide 10: MasterBrand + American Woodmark: Strategic Combination with Clear Value Drivers
MasterBrand + American Woodmark: Compelling Strategic Combination with Clear Value Drivers 10 Brings Together Two Highly Complementary American Businesses, Benefitting Customers, Associates, and Shareholders Fortifies Financial Profile and Enhances Capital Flexibility Expects to unlock Meaningful Co
Slide 11: Q2 2025 Highlights
Q2 2025 Highlights Top-line performance was primarily the result of the positive contribution from Supreme, which continues to perform in line with our expectations, the flowthrough of anticipated net ASP improvements, and share gains, particularly in the new construction market, partially offset by
Slide 12: Near-Term Expectations: Full Year 2025 Outlook
Near-Term Expectations Full Year 2025 Outlook 1 Mid-single-digit decrease in organic net sales y-o-y; Supreme to add mid-single digits Organic net sales performance to outperform underlying market demand, as new products and channel specific offerings, and previously implemented price actions gain t
Slide 13: Long-Term Financial Targets
Long-Term Financial Targets Long Term Outlook1 Business and portfolio aligned with the customer Operational Excellence will fuel margin growth Flexible platform allows us to navigate any market condition Clear Path to Achieving Results 1 This outlook information was presented by the Company at its I
Slide 14: Appendix
05 Appendix
Slide 15: Non-GAAP Financial Measures
Non-GAAP Financial Measures To supplement the financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”) in this presentation, certain non-GAAP financial measures as defined under SEC rules have been included. It is our intent to provide
Slide 16: Full Year Non-GAAP Reconciliations
Full Year Non-GAAP Reconciliations 16 Note: See tick legend on slide 16
Slide 17: FY Non-GAAP Reconciliations Tick Legend
FY Non-GAAP Reconciliations Tick Legend 17 [1] Acquisition-related costs are transaction and integration costs, including legal, accounting and other professional fees, severance, stock-based compensation, and other integration related costs. These charges are primarily recorded within selling, gene
Slide 18: Q2 2025 Non-GAAP Reconciliations
Q2 2025 Non-GAAP Reconciliations 18 Note: See tick legend on slide 18
Slide 19: Q2 2025 Non-GAAP Reconciliations Tick Legend
Q2 2025 Non-GAAP Reconciliations Tick Legend 19 [1] Restructuring charges are nonrecurring costs incurred to implement significant cost reduction initiatives and may consist of workforce reduction costs, facility closure costs, cessation of operations, and other costs to maintain certain facilities
Slide 20: Non-GAAP Reconciliations
Non-GAAP Reconciliations 20
Slide 21: Non-GAAP Reconciliations
Non-GAAP Reconciliations 21
Slide 22: Prior Year to Current Year Net Sales Walk
Prior Year to Current Year Net Sales Walk 22 Exhibit 99.3 MasterBrand and American Woodmark to Combine in an All-Stock Transaction to Accelerate Value Delivery Through: Industry’s most comprehensive portfolio of trusted cabinet brands and products across the value chain to benefit customers and cons
Slide 23: MasterBrand & American Woodmark to Combine
MasterBrand & American Woodmark to Combine August 6, 2025
Slide 24: 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 25: 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 26: Today's Presenters
Today’s Presenters Andi Simon EVP & Chief Financial Officer Dave Banyard President & Chief Executive Officer Scott Culbreth President & Chief Executive Officer 4
Slide 27: Transaction Accelerates Value Delivery to Customers, Associates, and Shareholders
Advances Investment in Innovation to Accelerate the Next Generation of Growth to Elevate the Customer Experience Enhances the Industry’s Most Diversified Portfolio of World-Class Brands and Products Covering the Full Price Spectrum Combined Company to Benefit from Highly Complementary Cultures and C
Slide 28: Enhanced Financial Profile
Enhanced Financial Profile Trailing Twelve Months Q3 2024 – Q2 2025 Trailing Twelve Months Fiscal Year 2025 Anticipated Annual Run-Rate Cost Synergies1 Pro Forma Market Capitalization $1.4 billion $0.8 billion $2.4 billion4 Net Revenue $2.8 billion $1.7 billion $4.5 billion Adj. EBITDA3 $352 million
Slide 29: Transaction Overview
Transaction Overview Transaction Structure All-stock merger transaction Combined pro forma equity value of $2.4 billion and enterprise value of $3.6 billion1 American Woodmark shareholders will receive 5.150 MasterBrand shares for each American Woodmark share Ownership at transaction close: MasterBr
Slide 30: Brings Together Two Highly Complementary American Businesses
Brings Together Two Highly Complementary American Businesses, Benefitting MasterBrand & American Woodmark Shareholders and Customers Operational excellence with focus on digital, data, and analytics solutions Well-established industry player with largest distribution network Comprehensive product an
Slide 31: Enhances the Industry's Most Diversified Portfolio of Brands and Products
9 American Woodmark Select Preliminary First Quarter Fiscal 2026 Financial Results Scott Culbreth President & CEO, American Woodmark Stock Enhances the Industry’s Most Diversified Portfolio of World-Class Brands and Products Covering the Full Price Spectrum 10 1 >$750 <$350 Price point Premium Semi-
Slide 32: Enhances the Industry's Most Diversified Portfolio of Brands and Products
=™@ Enhances the Industry’s Most Diversified Portfolio of World- Class Brands and Products Covering the Full Price Spectrum Price point American Mp > #750 (® MasTERBRAND Woodmark Premium 9. searwuanw berich Gomer Sp eznsross Duna \itiacratt OMG Semi-custom ichencaft Berict’ Taal = KEMPER. NY <$350 M
Slide 33: Strengthens Direct Channel Partnerships and Expands Geographic Reach
Strengthens Direct Channel Partnerships, Expands Geographic Reach, and Broadens Dealer & Distribution Networks of Both Companies 2 MasterBrand and American Woodmark serve their customers through a strategic mix of channels1 Enhances diversity and scale across channels, allowing customers greater acc
Slide 34: Fortifies Financial Profile and Enhances Capital Flexibility
Fortifies Financial Profile and Enhances Capital Flexibility 3 Net Debt to Adjusted EBITDA1 Expects to Generate Significant Cash Flow to Drive Capital Allocation Strategy Re-invest in business through technological enhancement to drive growth 1 2 Maintain strong balance sheet 3 Deliver even greater
Slide 35: Expect to Unlock Meaningful Cost Synergies
Breakdown of cost synergy opportunity2 Expect to Unlock Meaningful Cost Synergies and Commercial Growth Opportunities to Accelerate and Amplify Value Creation $90M 4 56% 43% G&A – Indirect Costs Cost of Goods Sold In addition to savings initiatives underway at MasterBrand and American Woodmark and f
Slide 36: Advances Investment in Innovation to Accelerate the Next Generation of Growth
Advances Investment in Innovation to Accelerate the Next Generation of Growth to Elevate the Customer Experience 5 Customer experience Manufacturing Back-office infrastructure Product innovation E-commerce expansion In-person and digital customer experience tools Plant automation Digitized plants “L
Slide 37: Built on Shared Values, Empowering Customers, Partners, and Communities
Built on Shared Values, Empowering Customers, Partners, and Communities Combined Company to Benefit from Highly Complementary Cultures and Customer-Centric Strategic Alignment 6 Responsible corporate citizen Dedicated to a safe & inclusive workplace Commitment to community impact Trusted partner to
Slide 38: MasterBrand Second Quarter 2025 Financial Results
16 MasterBrand Second Quarter 2025 Financial Results Dave Banyard President & CEO, MasterBrand
Slide 39: MasterBrand Second Quarter 2025 Financial Results
17 MasterBrand Second Quarter 2025 Financial Results Andi Simon EVP & Chief Financial Officer, MasterBrand
Slide 40: Transaction Accelerates Value Delivery to Customers, Associates, and Shareholders
Advances Investment in Innovation to Accelerate the Next Generation of Growth to Elevate the Customer Experience Enhances the Industry’s Most Diversified Portfolio of World-Class Brands and Products Covering the Full Price Spectrum Combined Company to Benefit from Highly Complementary Cultures and C
Slide 41: Q&A
19 Q&A
Slide 42: Appendix
~ Appendix
Slide 43: 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
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