American Woodmark Corp. and MasterBrand Inc. received shareholder approval for their all‑stock merger, in which each American Woodmark share will be exchanged for 5.150 shares of MasterBrand common stock. The combined company will have a pro‑forma equity value of $2.4 billion and an enterprise value of $3.6 billion, with MasterBrand shareholders holding approximately 63 % of the combined entity and American Woodmark shareholders holding about 37 %.
The transaction is structured as an all‑stock deal and is expected to close in early 2026, subject to regulatory clearance under the Hart‑Scott‑Rodino Act. Management projects run‑rate cost synergies of roughly $90 million by the end of year three, driven by reduced overhead, procurement optimization, and manufacturing network improvements. The combined company will report trailing 12‑month adjusted EBITDA of $639 million and is expected to be accretive to MasterBrand’s adjusted diluted earnings per share in year two after closing.
Strategically, the merger will create the cabinet industry’s most comprehensive portfolio of trusted brands and products. MasterBrand’s broad brand portfolio complements American Woodmark’s streamlined manufacturing profile and strong customer relationships, enabling enhanced customer service, operational excellence, and a wider product offering. The combination is designed to leverage complementary strengths, improve supply‑chain efficiencies, and expand market reach.
Financially, American Woodmark reported fiscal 2025 full‑year net sales of $1.71 billion, a 7.5 % decline, and adjusted earnings of $105 million ($6.90 per share). In fiscal 2026 first quarter, the company expects net sales between $400 million and $406 million. MasterBrand’s Q2 2025 net sales were $730.9 million, up 8 % year‑over‑year, with earnings per share of $0.40 versus analyst expectations of $0.34; the prior year’s Q2 EPS was $0.45. MasterBrand reaffirmed its full‑year 2025 guidance of adjusted EBITDA between $315 million and $365 million and expects net sales to decline in the low single digits.
The cabinet manufacturing industry is experiencing consolidation driven by demand for modular, ready‑to‑assemble, frameless, and smart‑feature cabinets, as well as a shift toward eco‑friendly materials. The merger signals a strategic response to these market dynamics, positioning the combined company to capture scale advantages and broaden its product portfolio.
Regulatory review is ongoing; MasterBrand withdrew its pre‑merger Notification and Report Form on October 6, 2025 to allow the Federal Trade Commission additional time for review. The transaction remains subject to HSR clearance and other customary closing conditions.
The content on BeyondSPX is for informational purposes only and should not be construed as financial or investment advice. We are not financial advisors. Consult with a qualified professional before making any investment decisions. Any actions you take based on information from this site are solely at your own risk.