American Woodmark Corporation · NASDAQ:AMWD
American Woodmark — Merger or Acquisition (August 2025)
14 slides from American Woodmark's merger presentation, Aug 6, 2025
Slide 1: Presentation Shared with Employees: Rule 425 Filing
Presentation Shared with Employees: Filed by American Woodmark Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: American Woodmark Corporation (Commission File No.: 000-14798)
Slide 2: MasterBrand & American Woodmark to Combine
MasterBrand & American Woodmark to Combine August 6, 2025
Slide 3: 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 4: 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 5: 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 6: 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 7: Enhanced Financial Profile
Enhanced Financial Profile Trailing Twelve Months Q3 2024 – Q2 2025 Trailing Twelve Anticipated Annual Months Run-Rate Cost Fiscal Year 2025 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 8: 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 9: 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 10: Combined Company to Benefit from Highly Complementary Cultures
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 11: Next Steps
Next Steps Today is just the first of many steps Transaction expected to close in early 2026 We operate separately and independently until then Dedicated team working to close the transaction Responsibilities and priorities stay the same For now, stay focused on working safely and delivering high-qu
Slide 12: Q&A
Mast erBrand: Investor Day 2022 19 Q&A
Slide 13: Appendix
MasterBrand: Investor Day 2022 Appendix
Slide 14: 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
American Woodmark — Merger or Acquisition (August 2025) on 6ix