In August 2025, MasterBrand Inc. and American Woodmark Corp. announced they had entered into a definitive agreement whereby MasterBrand will combine with American Woodmark via an all-stock merger valued at $3.6 billion.

Since the September filing of the registration statement, MasterBrand and American Woodmark received several "demand letters" from lawyers representing "purported stockholders of the company and/or American Woodmark, as applicable, alleging, among other things, that the Joint Proxy Statement/Prospectus filed in connection with the merger omitted certain purportedly material information which rendered such document incomplete and misleading," according to the statement.

Despite denying these allegations, MasterBrand and American Woodmark have chosen to supplement the disclosures to avoid potential legal and business disruptions.

According to the recent filing, "While the Company (MasterBrand), American Woodmark and the other defendants named in the matters, as applicable, believe that the disclosures set forth in the Joint Proxy Statement/Prospectus comply fully with all applicable laws and deny the allegations in the demand letters and the Complaints, in order to moot the plaintiffs’ disclosure claims and avoid nuisance and possible expense and business delays, the Company and American Woodmark have determined."

The supplemental information included additional or amended dialogue (with new information included in underlined type) on meetings between David Banyard, CEO of MasterBrand, and M. Scott Culbreth, president and CEO of American Woodmark. For instance:

• Amending and restating in its entirety the below paragraph on page 79 of the Joint Proxy Statement/Prospectus in the section entitled “The Merger–Background of the Merger” as follows:

On April 8, 2025, Mr. Banyard and Mr. Culbreth met in person in Paris, Virginia, to discuss further the potential business combination and next steps. During the conversation, Mr. Banyard shared his thoughts regarding why timing of the potential business combination made sense particularly during a down market, including that each company would be better placed to withstand challenging macroeconomic conditions together, as opposed to independently, and that the companies’ share prices moved largely in-line with each other over time, regardless of stronger or weaker market conditions. Mr. Banyard also discussed MasterBrand’s experience with integration and synergies achievement in connection with MasterBrand’s recent purchase of Supreme, his thoughts on certain benefits of the potential business combination to shareholders, customers and consumers and his proposal to select a small group of advisors and build a “clean team virtual data room” for each company to complete a review of the potential value creation from a potential business combination before taking further substantive steps. Mr. Culbreth also indicated to Mr. Banyard that further support was still needed from the American Woodmark board of directors before taking further substantive steps. It was agreed that Mr. Culbreth would discuss potential next steps with his management team, the American Woodmark board of directors and outside legal and financial advisors. After the meeting,
Mr. Culbreth informed the remaining American Woodmark management team regarding the discussions with Mr. Banyard. 

• Amending and restating in its entirety the below paragraph on pages 87 and 88 of the Joint Proxy Statement/Prospectus in the section entitled “The Merger–Background of the Merger” as follows:

On July 23, 2025, Mr. Banyard and Mr. Culbreth had a video meeting in which they discussed the number of directors from American Woodmark that would join the board of the combined company, American Woodmark’s proposal to receive a reverse termination fee, American Woodmark’s executive team, conversion of outstanding American Woodmark equity awards in connection with the potential business combination, communications resources, due diligence and synergies assessment progress, and employee retention considerations. Mr. Culbreth provided Mr. Banyard with additional information about the special retention awards made by American Woodmark to certain members of management on July 3, 2025, in connection with seeking to ensure executive management retention following Mr. Joachimczyk’s departure, due to the challenging business environment and increased economic uncertainty, and to further focus executive management on long-term value creation by further aligning their interests with those of American Woodmark’s shareholders. Mr. Culbreth noted that these special retention awards had previously been considered by the Compensation Committee of the American Woodmark board of directors over the past few months.