MBC 10-K & 10-Q changes, risk factors and insider trading

There are inherent risks and uncertainties associated with our business that could adversely affect our results of operations, cash flows and financial condition.condition (collectively, our “financial performance”). Set forth below are descriptions of those risks and uncertainties that we currently believe to be material, but the risks and uncertainties described below are not the only risks and uncertainties that could affect our results of operations, cash flows and financial condition, (“results of operations”).performance. If any of these risks materialize, our resultsfinancial of operationsperformance could be materially adversely affected, and the trading price of our common stock could materially decline.

Our business primarily relies on U.S. and Canadian home improvement, R&R and new home construction activity levels, all of which are impacted by risks associated with fluctuations in the housing market. Unfavorable changes in the general economy, the housing market, interest rates, inflation or other business conditions could adversely affect our resultsfinancial of operations.performance.

Our business primarily relies on home improvement, R&R, and new home construction activity levels, principally in the U.S. and Canada. The housing market is sensitive to changes in economic conditions and other factors, such as the level of employment, access to and the cost of labor, consumer confidence, demographic changes, consumer income, government tax programs, home prices, availability of financing, inflationinflation, tariffs and interest rate levels. Adverse changes in any of these conditions generally, or in any of the markets where we operate, could decrease demand and could adversely impact our businesses by: causing consumers to delay or decrease homeownership; making consumers more price conscious, resulting in a shift in demand to smaller, less expensive homes; making consumers more reluctant to make investments in their existing homes or causing them to delay investments, including large kitchen and bath R&R projects; or making it more difficult to secure loans for renovations. Economic conditions, including as a result of inflation and increased interest rates, has and may continue to adversely impact our business by causing softer end-market demand for our products, decreased customer orders, delays in decisions to purchase our products and price-consciousness and “trade-downs” to lower priced products by consumers.

The cabinet industry in which we operate is highly competitive. Additionally, there are few barriers to entry in the U.S. and Canadian cabinet markets and new competitors may enter these markets at any time. Since our competitors offer products that are similar to ours, we face significant price competition from our competitors, which tends to intensify during economic downturns, such as during the recent inflationary environment. This price competition impacts our ability to implement price increases or, in some cases, such as during an economic downturn, maintain prices, which could lower our profit margins. Although we believe that competition in our business is based largely on product quality, consumer and trade brand reputation, customer service and product features, as well as fashion trends, innovation and ease of installation, price is a significant factor for consumers as well as our trade customers. Additionally, some of our competitors may resort to price competition to sustain or grow market share and manufacturing capacity utilization. Due to the highly competitive nature of the cabinets industry and the low barriers to entry in our markets, we are continually subject to the risk of losing market share, which may adversely affect our profitability and revenue levels, as well as our resultsfinancial of operations.performance.

We also use e-commerce to sell our products. E-commerce brings an increased number of competitors and greater pricing transparency for consumers, which could affect our resultsfinancial of operations.performance. In addition, our relationships with our customers, including our retailers, may be affected if we increase the amount of business we transact in the e-commerce channel.

Furthermore, we compete with numerous large national and regional companies for, among other things, customers, raw materials, skilled management and labor resources. We may face challenges in: (1) maintaining, developing or expanding our customer relationships; (2) sourcing raw materials on a timely basis or for a cost-effective price due to ongoing global supply chain issuesissues, tariffs and elevated inflation; and (3) attracting and retaining qualified personnel at all levels, including our senior management team and other key associates.

Our success depends on meeting consumer needs and anticipating changes in consumer preferences with successful new products and product improvements. We aim to introduce products and new or improved production processes proactively to offset obsolescence and decreases in sales of existing products. We may not be successful in product development and our new products may not be commercially successful. In addition, it is possible that competitors may improve their products or processes more rapidly or effectively, which could adversely affect our sales. If the products we introduce do not gain widespread acceptance or if our competitors improve their products more rapidly or effectively than we do, we could lose market share or be required to reduce our prices, which could adversely impact our resultsfinancial of operations.performance.

We rely on a distribution network comprised of consolidating customers. Any disruption to the existing distribution channels could adversely affect our resultsfinancial of operations.performance. The consolidation of dealers or retailers or the financial instability or default of a dealer or one of its major customers could potentially cause such a disruption. In addition to our own sales force, we offer our products through a variety of third-party dealers and retailers. Many of our customers may also market other products that compete with our products. In addition, one or more retailers may stop carrying certain of our products, reduce the volume of purchases of our products and/or replace certain of our products with the products of our competitors. The loss or termination of, or significant reduction in sales to, one or more of our major dealers or retailers, the failure of one or more of our dealers or retailers to effectively promote our products, or changes in the financial or business condition of these dealers or retailers could adversely affect our ability to bring products to market.

Our ten largest customers generated approximately 5550 percent, 55 percent and 5255 percent of our net sales for our 2024,2025, 20232024 and 20222023 fiscal years, respectively. Lowe’s and The Home Depot comprised approximately 33 percent, 37 percent and 37 percent of our net sales for our 2024,2025, 20232024 and 20222023 fiscal years. We cannot guarantee that we will maintain or improve our relationships with these customers or that we will supply these customers at historical levels. Moreover, in the event of any economic downturn, some of our customers may exit or severely curtail activity in certain of our markets.

The loss of one or more of our significant customers or deterioration in our relations with any of them could significantly affect our resultsfinancial of operations.performance. Furthermore, our customers are not required to purchase any minimum amount of products from us. The contracts into which we have entered with most of our customers typically provide that we supply particular products for a certain period of time when and if ordered by the customer. Should our customers purchase our products in significantly lower quantities than they have in the past, such decreased purchases could adversely impact our resultsfinancial of operations.performance.

Certain of our customers may expand through consolidation and internal growth, which may increase their buying power. The increased size of our customers could have an adverse effect on our resultsfinancial of operations.performance.

Certain of our significant customers are large companies with strong buying power, and our customers have expanded and may continue to expand through consolidation or internal growth. Consolidation could decrease the number of potential significant customers for our products and increase our reliance on key customers. Further, the increased size of our customers could result in our customers seeking more favorable terms, including pricing, for the products that they purchase from us. Accordingly, the increased size of our customers may further limit our ability to maintain or raise prices in the future.

Failure to maintain the performance, reliability and quality of our products, or to timely deliver our products, could have an adverse effect on our resultsfinancial of operations.performance.

Risks associated with our ability to improve organizational productivity and global supply chain efficiency and flexibility could adversely affect our resultsfinancial of operations.performance.

If we are unable to obtain sufficient components or raw materials on a timely basis or for a cost-effective price or if we experience other manufacturing, supply or distribution difficulties, including the impact of tariffs, our business and resultsfinancial of operationsperformance may be adversely affected. We acquire our components and raw materials from many suppliers and vendors across the globe. We endeavor to ensure the continuity of our components and materials and make efforts to diversify certain of our sources of components and materials, but we cannot guarantee these efforts will be successful. A reduction or interruption in supply or an issue in the supply chain, including due to any potential cybersecurity attacks on our sourcing vendors as well as a result of our inability to quickly develop acceptable alternative sources for such supply, could adversely affect our ability to manufacture, distribute and sell our products in a timely or cost-effective manner.

We regularly evaluate our organizational productivity and global supply chains and assess opportunities to increase capacity, reduce costs and enhance quality. We may be unable to enhance quality, speed and flexibility to meet changing and uncertain market conditions, as well as manage continued cost inflation, including wages, pensionwages and medical costs. Our success depends in part on refining our cost structure and supply chains to promote consistently flexible and low-cost supply chains that can respond to market changes to protect profitability and cash flow or ramp up quickly and effectively to meet demand. Global supply chain disruptions could continue,disruptions, including as a result of the changing political landscape, tocould impact our ability to timely source necessary components and inputs. Import tariffs or other adverse trade actions couldhave potentially leadled to increases in prices of raw materials ormaterials, components and finished goods which are critical to our business.business, and additional tariffs or other adverse trade actions could result in further price increases. The ultimate impact of such adverse trade actions remains uncertain as it is subject to a number of factors including the effective date and duration of tariffs, changes in amount, scope and nature of tariffs in the future, any countermeasures that countries subject to the tariffs may take and our ability to mitigate the impact of tariffs. Failure to achieve the desired level of quality, capacity or cost reductions could impair our resultsfinancial of operations.performance.

Risks associated with global commodity and energy availability and price volatility, as well as the possibility of sustained inflation, could adversely affect our resultsfinancial of operations.performance.

We buy raw materials that contain commodities such as hardwoods (maple, birch and oak), plywood and particleboard. In addition, our distribution costs are significantly impacted by the price of oil and diesel fuel. Decreased availability and increased or volatile prices for these commodities, as well as energy used in making, distributing and transporting our products, could increase the costs of our products. While in the past we have been able to mitigate the impact of these cost increases through productivity improvements and passing on increasing costs to our customers over time, there is no assurance that we will be able to offset such cost increases in the future, and the risk of potentially sustained high levels of inflation could adversely impact our resultsfinancial of operations.performance.

Failure to attract and retain qualified personnel and other labor constraints, including increases in labor costs, potential labor disputes and work stoppages, could adversely affect our resultsfinancial of operations.performance.

Low unemployment rates in the U.S., rising wages, competition for qualified talent and challenges associated with attracting and retaining personnel in remote locations could resultadversely inimpact theour failureability to attract, motivate and retain personnel. ThisThese canfactors may result in higher associatelabor costs, higherelevated attrition rates and significant shifts in the labor market dynamic and associate expectationsexpectations. and weWe may face challenges in finding and retaining qualified personnel, particularly at the production level, which could have an adverse effect on our resultsfinancial of operations.performance.

Future global pandemics would likely cause disruptions to our business and resultsfinancial of operations.performance.

We manufacture, source or sell our products in a number of locations throughout the world, predominantly in the U.S., Mexico, Canada and Southeast Asia. Accordingly, we are subject to risks associated with potential disruption caused by changes in political, economic and social environments, including civil and political unrest, illnesses declared as a public health emergency (including global pandemics), terrorism, expropriation, local labor conditions, changes in laws, regulations and policies of foreign governments and trade disputes with the U.S., and U.S. laws affecting activities of U.S. companies abroad. We have been and could be further adversely affected by international trade regulations,regulations and administrative proceedings, including the imposition of sanctions,sanctions duties,and new or increased tariffs and duties, including anti-dumping penalties.and countervailing duties (“AD/CVD”). For instance, the United States imposed 25 percent tariffs under Section 232 of the Trade Expansion Act of 1962 on kitchen cabinets and vanities, effective October 14, 2025. In addition, the U.S. Department of Commerce and U.S. International Trade Commission are conducting an AD/CVD investigation into imports of hardwood and decorative plywood products under Vietnam, Indonesia, and China, although a final determination is still pending. Risks inherent to international operations include: potentially adverse tax laws, unfavorable changes or uncertainty relating to trade agreements or importationimport duties, uncertainty regarding clearance and enforcement of intellectual property rights, risks associated with the Foreign Corrupt Practices Act and other anti-bribery laws, mandatory or voluntary shutdowns of our facilities or our suppliers due to changes in political dynamics, economic policies or health emergencies and difficulty enforcing contracts. While we hedge certain foreign currency transactions, a change in the value of the currencies will impact our financial statements when translated into U.S. dollars. In addition, fluctuations in currency can adversely impact the cost position of our products in local currency, making it more difficult for us to compete. Our success will depend, in part, on our ability to effectively manage our businesses through the impact of these potential changes. In addition, we source certain raw materials, components and finished goods from Southeast Asia where we have experienced higher manufacturing costs and longer lead times due to higher tariffs, currency fluctuations, higher wage rates, labor shortages and higher raw material costs. There is currently uncertainty about the future relationship between the U.S. and various other countries with respect to trade practices. The new U.S. administrationgovernment has proposedimposed significant tariffs or other restrictions on certain foreign imports and has raised the implementationpossibility of aimposing numberadditional tariff increases or expanding the tariffs to capture other countries and types of tariffs,foreign includingimports, awhich 25have percent tariff on imports from Mexico, Canadaincreased and othercould countries, which could, if enacted into law, likely significantlyfurther increase the cost of certain raw materials and components imported into the U.S. There can be no assurance that we will not experience a disruption in our business or harm to our financial condition related to changes in trade practices, and any changes to our operations or our sourcing strategy in order to mitigate any such tariff costs could be complicated, time-consuming and costly.

We are dependent on third parties for many of our products and components and for certain services. Our ability to offer a wide variety of products and provide high levels of service to our customers dependdepends on our ability to obtain an adequate and timely supply of products and components. Failure of our suppliers to timely provide us quality products or services on commercially reasonable terms or to comply with applicable legal and regulatory requirements, could have an adverse effect on our resultsfinancial of operationsperformance or could damage our reputation. The operations of the third parties we depend on could be impacted by changing laws, regulations and policies, including those related to climate, labor availability, cybersecurity attacks and by adverse weather conditions, pandemics and other force majeure events, any of which could result in disruptions to their operations and result in shortages of supply, assertion of force majeure contract provisions and increases in the prices they charge for the raw materials, components and products they produce. Sourcing these products and components from alternate suppliers, including suppliers from new geographic regions, or re-engineering our products as a result of supplier disruptions, is time-consuming and costly and could result in inefficiencies or delays in our business operations or could negatively impact the quality of our products. In addition, the loss of critical suppliers, or a substantial decrease in the availability of products or components from our suppliers, could disrupt our business and may adversely affect our resultsfinancial performance. Many of operations.the suppliers we rely upon are located in foreign countries. The differences in business practices, shipping and delivery requirements, changes in economic conditions and trade policies and laws and regulations, together with the limited number of suppliers, have increased the complexity of our supply chain logistics and the potential for interruptions in our production scheduling. We may experience constraints on and disruptions to transporting our raw materials, components and finished goods from our international suppliers and may have to pay higher transportation costs. If we are unable to effectively manage our supply chain or if we experience transportation constraints, disruptions and higher costs for timely delivery of our products or components, our financial performance could be adversely affected.

We may not be successful in identifying and executing potential business development transactions, such as our acquisition of Supreme,Supreme or pending Merger with American Woodmark, or realizing the financial and strategic goals that were contemplated at the time of any historical or potential business development transaction, which could have an adverse impact on our ability to meet our growth objectives.

We may seek to accelerate our growth by not only advancing our own product pipelines and maximizing the value of our existing products, but also through various forms of business development activities, which include our acquisition of SupremeSupreme, pending Merger with American Woodmark and any alliances, licenses, joint ventures, collaborations, equity- or debt-based investments, dispositions, divestments, mergers and acquisitions. The success of our business development activities is dependent on the availability and accurate evaluation of appropriate opportunities, competition from others that are seeking similar opportunities and our ability to successfully identify, structure and execute transactions, including the ability to satisfy or waive closing conditions in the anticipated timeframes, or at all, and our ability to successfully integrate acquired businesses and develop and commercialize acquired products. Pursuing, executing and consummating these transactions may require substantial investment, which may require us to obtain additional equity or debt financing, which could result in increased leverage and/or a downgrade of our credit ratings or limit our operating or financial flexibility relative to our current position. The success of our business development transactions depends on our ability to realize the anticipated benefits of these transactions and is subject to numerous risks and uncertainties, many of which are outside of our control, including the possibility that the anticipated benefits from such transactions, including synergies and cost savings, will not be realized or will not be realized within the anticipated time period.

With respect ofto the Supreme acquisition,acquisition and the pending Merger with American Woodmark, the assumptions and estimates underlying the estimated synergies are inherently uncertain and, although considered reasonable by the Company’s management as of the datedates of the acquisition,acquisitions, are subject to significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from expectations. The anticipated synergies are based upon assumptions about our ability to implement integration measures in a timely fashion and within certain cost parameters. Our ability to achieve the planned cost synergies is dependent upon a significant number of factors, many of which are beyond our control. No assurances can be made that the costs of achieving the synergies will not rise materially, or that such synergies will be realized in the amounts expected, in the timeframes we currently anticipate, or at all.

In addition, regulatory hurdles and commercialization challenges may adversely impact revenue and income contribution from acquired products and businesses. We may fail to generate anticipated revenue growth for our existing products, product pipeline and acquired products or businesses or we may fail to achieve anticipated cost savings, such as those anticipated with respect to Supreme,Supreme and the pending Merger with American Woodmark, within anticipated time frames or at all, which may impact our ability to meet our growth objectives. Our business development activities may divert our focus and resources that would otherwise be invested into maintaining or growing our business. Similarly, the accretive impact anticipated from transactions may not be realized or may be delayed. Integration of these products or businesses may result in the loss of key employees, the disruption of ongoing business, including third-party relationships, or inconsistencies in standards, controls, procedures and policies. Further, while we seek to mitigate risks and liabilities through, among other things, due diligence, we may be exposed to risks and liabilities as a result of business development transactions. There is no assurance that we will be able to acquire attractive businesses or enter into strategic business relationships on favorable terms ahead of our competitors, or that such acquisitions or strategic business development relationships will be accretive to earnings or improve our competitive position.

Risks associated with strategic acquisitions and joint ventures could adversely affect our resultsfinancial of operations.performance.

In addition to the acquisition of Supreme,Supreme and the pending Merger with American Woodmark, we will continue to consider acquisitions and joint ventures as a means of enhancing stockholdershareholder value. Acquisitions and joint ventures involve risks and uncertainties, including: difficulties integrating acquired companies and operating joint ventures; difficulties retaining the acquired businesses’ customers; the inability to achieve the expected financial results and benefits of transactions; the loss of key associates from acquired companies; implementing and maintaining consistent standards, controls, policies and information systems; incurrence of acquisition and integration costs and diversion of management’s attention from other business and strategic matters. Future acquisitions could cause us to incur additional debt or issue additional shares, resulting in increased financial leverage, increased borrowing costs, dilution in earnings per share or decreased return on capital.

OnWe Juneutilize 27,various 2024, the Company completed a private offeringforms of $700.0debt, million aggregate principal amount of 7.00 percentincluding Senior Notes due 2032 and entereda into an amended and restatedrevolving credit agreement.facility, as well as a pending Term Loan A, dependent on the closing of the Merger with American Woodmark. This debt could potentially have important consequences to us and our debt and equity investors, including:

Changes in government and industry regulatory standards could adversely affect our resultsfinancial of operations.performance.

Government regulations and policies pertaining to trade agreements, health and safety (including protection of associates as well as consumers), taxes and environment (including those specific to the climate and the reduction of air and energy emissions) may continue to emerge in the U.S., as well as internationally. There are many government and industry regulatory standards focused on wood, including the Toxic Substances Control Act and the Lacey Act. In particular, there mayhave bebeen additional tariffs or taxes related to our imported raw materials, components and finished goods. It is necessary for us to comply with current requirements (including requirements that do not become effective until a future date), and even more stringent requirements could be imposed on our products or processes in the future. Compliance with changes in taxes, tariffs and other regulations may require us to further alter our manufacturing and installation processes and our sourcing. Such actions may result in customers transitioning to available competitive products, loss of market share, negative publicity, reputational damage, loss of customer confidence or other negative consequences (including a decline in stock price) and could increase our capital expenditures and adversely impact our resultsfinancial of operations.performance.

Potential liabilities and costs from claims and litigation could adversely affect our resultsfinancial of operations.performance.

We are, from time to time, involved in various claims, litigation matters, audits and regulatory proceedings that arise in the ordinary course of our business and that could have an adverse effect on us. These matters may include contract disputes, intellectual property disputes, product recalls, personal injury claims, construction defects and home warranty claims, warranty disputes, environmental claims or proceedings, other tort claims, employment, trade and tax matters and other proceedings and litigation, including class actions. It is not possible to predict the outcome of pending or future claims, litigation, audits and regulatory proceedings and, as with any litigation, it is possible that some of the actions could be decided unfavorably and could have an adverse effect on our resultsfinancial of operations.performance.

Failure to comply with laws, government regulations and other requirements could adversely affect our resultsfinancial of operations.performance.

As we sell new types of products or existing products in new geographic areas or channels, we are subject to the requirements applicable to those sales. Compliance with new or changed laws, regulations and other requirements, including as a part of government or industry response to environmental impacts, may require us to alter our product designs, our manufacturing processes, our packaging or our sourcing. Existing and new compliance activities are or may be costly and require significant management attention and resources. If we do not effectively and timely comply with such regulations and other requirements, our resultsfinancial of operationsperformance could be adversely affected.

Climate change and related legislative and regulatory initiatives could adversely affect our business and resultsfinancial of operations.performance.

ESGCorporate Sustainability and Responsibility (“CSR”) matters may adversely impact our business and reputation and we may be required to make material expenditures to respond to customer needs and investor expectations regarding ESGCSR matters.

In addition to the importance of their financial performance, companies are increasingly being judged by their performance on a variety of Environmental, Social and Governance (“ESG”)CSR matters. In light of the increased focus on ESGCSR matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet stakeholder expectations. Any failure or perceived failure by us in this regard could adversely impact our business and reputation, including reducing our profitability and stock price. Government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations with respect to ESGCSR matters, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate. In addition, customers have, and are likely to continue to, require us and our products to comply with their internal ESG-relatedCSR-related standards, such as wood-sourcing policies. Complying with such standards may impose significant additional costs on us, and we may no longer be able to do business with customers with whose standards we are unable to comply with.

Changes in tax laws or regulations may have a negative impact on our resultsfinancial of operations.performance.

In 2024, certain jurisdictions in which we operate enacted, or announced their intention to enact, legislation consistent with one or more Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules (Pillar Two). The model rules include minimum domestic top up taxes, income inclusion rules, and undertaxed profit rules all aimed to ensure that multinationals pay a minimum effective corporate tax rate of 15 percent in each jurisdiction in which they operate, with some rules effective in 2024 and 2025, or others becoming effective in 2025.2026. The Pillar Two legislation, as enacted in certain jurisdictions in which we operate, does not materially impact our 20242025 annual effective tax rate, nor do we expectbut it is expected to materiallyunfavorably impact our annual effective rate in 2025.2026. However, furtherFurther changes to our entity structure, enacted local legislation, or changes in jurisdictions in which we operate could adverselyalso impact our resultsfinancial of operations. In addition, the new U.S. administration could modify key aspects of the tax code, which could materially affect our tax obligations and effective tax rate.performance.

Tax audits may result in findings that have a negative impact on our resultsfinancial of operations.performance.

We regularly undergo tax audits in various jurisdictions in which our products are sold or manufactured, including audits of indirect taxes, value-added tax, import and export related taxes, customs and customs duties in certain jurisdictions. There can be no assurance that tax authorities agree with our determinations on tax positions, and tax authorities have disagreed and may disagree with certain tax positions we have taken or may challenge our compliance with related rules and regulations. We may decide to challenge any assessments, if made, and may exercise our right to appeal, which could result in expensive and time-consuming litigation that may ultimately be unsuccessful. Any final determination by tax authorities, including related litigation, penalties and interest, with respect to any tax, import and export tax, customs and customs duty audits, could be materially different from our estimates or from our historical results in the periods for which that determination is made. Such determinations and additional costs relating to reviews of our practices as a result of such audits may adversely impact future period resultsfinancial of operations.performance.

•The effects of competition and consolidation of competitors in our industry;

•Conditions in the housing market in the United StatesStates, Canada and CanadaMexico;

•Worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis, including risks associated with uncertain trade environments andenvironments, changes to the U.S. administrationtariff policy and retaliatory tariffs imposed by other countries;

•The inability to recognize, or delays in obtaining, anticipated benefits of the acquisition of Supreme,Transaction, including synergies, which may be affected by, among other things, competition, the ability of the combined company to integrate operations in a successful manner and in the expected time period, grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees;

•Business disruption during the pendency of or following the acquisition of SupremeTransaction;

•Diversion of management time on acquisition-relatedTransaction-related issues;

•The reaction of customers and other persons to the acquisition of SupremeTransaction; and

•Results of Operations: Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are based on a 52- or 53-week fiscal year ending on the last Sunday in December in each calendar year. This section provides an analysis of our results of operations for the 52-week period that ended on December 29,28, 20242025 as compared to the 53-week52-week period that ended on December 31,29, 2023.2024. Unless the context otherwise requires, references to years and quarters contained in this Annual Report on Form 10-K pertain to our fiscal years and fiscal quarters. Additionally, unless the context otherwise requires, references in this Annual Report on Form 10-K to: (1) “2025,” “fiscal 2025” or our “2025 fiscal year” refers to our 2025 fiscal year that is a 52-week period that ended on December 28, 2025; (2)“2024,” “fiscal 2024” or our “2024 fiscal year” refers to our 2024 fiscal year that iswas a 52-week period that ended on December 29, 2024; and (23) “2023,” “fiscal 2023” or our “2023 fiscal year” refers to our 2023 fiscal year that was a 53-week period that ended on December 31, 2023; and (3) “2022,” “fiscal 2022” or our “2022 fiscal year” refers to our 2022 fiscal year that was a 52-week period that ended on December 25, 2022.2023.

On July 10, 2024, we acquired all of the issued and outstanding limited liability interests of Dura Investment Holdings LLC, parent company of Supreme, a cabinetry company, from GHK Capital Partners LP. Supreme iswas a domestic manufacturer of residential cabinetry with a portfolio of product lines significantly focused on premium products. Supreme, with manufacturing facilities located in Minnesota, Iowa and North Carolina, and its two brands, Dura Supreme and Bertch cabinetry, crafts framed and frameless cabinetry for a nationwide network of dealers. The combined company is reaching more customers, through its highly complementary dealer networks, with greater efficiency and effectiveness. Through this transaction, MasterBrand broadened its portfolio of premium cabinetry in the resilient and attractive kitchen and bath categories, further diversifying its channel distribution and adding to its strategically located facility footprint. The acquisition was funded with a combination of cash on hand and proceeds from our revolving credit facility.

The following discussion includes a comparison of results of operations for the fifty-two weeks ended December 29,28, 20242025 compared to the fifty-threefifty-two weeks ended December 31,29, 2023.2024. For comparisons of our 20232024 fiscal year compared to our 20222023 fiscal year, please refer to the heading “Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31,29, 2023,2024, as filed with the SEC.

Net sales were $2,734.7 million for 2025 compared to $2,700.4 million for 20242024, comparedan to $2,726.2 million for 2023, a decreaseincrease of $25.8$34.3 million, or 0.91.3 percent. The secondhigher halfnet sales from 2024 was driven primarily by the acquisition of 2024Supreme includesin $121.2July of 2024, which contributed $131.5 million of incremental sales related toin the Supremefirst acquisition.half of 2025. Excluding the impact of Supreme, the $147.0$97.2 million decrease in net sales infrom 2024 compared to 2023 was driven primarily by lower sales unit volume of $156.5 million, partially offset by the favorable combined net impact of price and mix on our overall average selling price, which accounted for 77.0 percentprice of the$60.7 decrease, while lower sales unit volume represented 23.0 percent of the decrease from 2023 to 2024.million. Overall end-marketend market demand was softerweaker in 2024 as2025 compared to 20232024 in the repair and remodel markets, whileand single-family new construction strengthened in 2024.markets. Foreign currency impact was unfavorable by $1.2$1.4 million during 20242025 as compared to 2023.2024.

Compared to 2023,2024, net sales to dealers, whose end customers include builders, professional trades and home remodelers, declinedincreased $25.2$79.1 million, or 1.75.6 percent, anddriven netby the incremental sales from a full year of Supreme. Net sales to retailers, including through their respective retail internet website portals, declined $39.4$49.2 million, or 4.15.3 percent.percent, Netand net sales directly to builders increased $38.8$4.4 million, or 12.41.3 percent.

Cost of products sold decreasedincreased by $1.4$83.7 million, or 0.14.6 percent, to $1,907.1 million (69.7 percent of net sales) in 2025 as compared to $1,823.4 million (67.5 percent of net sales) in 2024 as compared to $1,824.8 million (66.9 percent of net sales) in 2023.2024. The inclusion of Supreme induring the secondfirst half of 20242025 resulted in an incremental $83.4$86.4 million of cost of products sold. Excluding the impact of Supreme, the $84.8$2.7 million decrease in cost of products sold was driven primarily by lower sales unit volume of $105.6 million, partially offset by the combined net impact of costs and mix, which accounted for 74.0 percentmix of the$102.9 decrease,million. whileIn lower sales unit volume represented 26.0 percent of the $84.8 million decrease. Year-over-year increases in2025, realized savings from various cost reduction actions andwere carrymore overthan deflationoffset inby commodityhigher costsmanufacturing costs, including unfavorable fixed cost leverage and inboundgross transportation contributed to the decreased net impact of costs and mix. Additionally, 2023 included $9.4 million of incremental costs, less $7.4 million of insurance recoveries, related to the tornado that occurred during the first quarter of 2023 at our Jackson, Georgia facility.tariffs.

Selling, general and administrative expenses increased by $33.4$64.7 million, or 5.910.7 percent, to $603.1$667.8 million (22.324.4 percent of net sales) in 20242025 compared to $569.7$603.1 million (20.922.3 percent of net sales) in the prior year. The increase in 20242025 is primarily due to increased acquisition-related costs ($25.4 million) associated with the acquisition of Supreme, the inclusion of Supreme during the first half of 2025 ($24.4$26.1 million) and, increased associate-related costs, net of lower variable compensation ($9.1$10.2 million), continued investments in our strategic initiatives ($7.9 million), specifically digital and technology investments and marketing, and increased professional support fees ($1.9 million). 2025 also includes increased bad debt expense of $17.4 million, primarily due to a charge in the fourth quarter resulting from the Company’s assessment of the collectability of a specific customer’s receivable balance of $17.1 million. These increases were partially offset by lower distribution and commission costs ($21.4$3.3 million), as a result of the decrease in sales unit volume. In 2023, we incurred $2.4 million of costs directly related to the separation from Fortune Brands.

Interest expense was $74.1 million in 2025, which was comparable to $74.0 million in 2024,2024. asOur compared to $65.2 million in 2023. The increase in2025 interest expense isreflects due to thea higher outstanding debt balance inthroughout 20242025 as a result of the second quarter 2024 debt refinancing transaction. Interest expense in 2024 also includes $6.5 million of nonrecurring interest expense incurred in connection with the debt refinancing transaction, including the write-off of deferred financing fees.

Other (income) expense,income, net

For 2024,2025, the Company’s effective tax rate was 25.242.3 percent, compared to an effective tax rate of 23.825.2 percent for 2023.2024. The increase in the effective tax rate between the periods was primarily due to the result of an increase in the valuation allowance,allowance and nondeductible acquisition-related transaction costscosts, relatedas towell theas Supremechanges acquisition andin foreign income inclusions netand ofchanges foreignin taxbook credits,income, partially offset by foreignlower exclusions,state return-to-provisionand adjustmentslocal income taxes and the releasemix of specificearnings uncertainin jurisdictions with differing tax positions.rates.

The 20242025 effective income tax rate of 25.242.3 percent compared to the U.S. federal statutory rate of 21.0 percent was unfavorablyprimarily impactedthe byresult of the increase in the valuation allowance and nondeductible acquisition-related transaction costs, as well as changes in foreign income inclusions, nondeductible compensation and net changes in state and local income taxes, foreign income taxed at higher rates, an increase in the valuation allowance, nondeductible transaction costs related to the Supreme acquisition and executive compensation. These were partially offset by favorable benefits for the partial release of uncertain tax positions, return-to-provision adjustments, tax credits and foreignthe exclusions.mix of earnings in jurisdictions with differing tax rates. The 23.825.2 percent effective income tax rate for 20232024 was unfavorably impacted by net changes in state and local income taxes and foreign income taxed at higher rates.

Our primary liquidity needs have historically been to support working capital requirements and fund capital expenditures. Subsequent to the Separation, weWe may have liquidity needs to finance acquisitions and return cash to stockholders,shareholders, such as the 2024 acquisition of Supreme. Historically, prior to Separation, our principal sources of liquidity were cash on hand, cash flows from operating activitiesSupreme and financial support from Fortune Brands via participation in Fortune Brands’ centralized approach to treasury management, including financing and cash management activities. Subsequent to the Separation,pending weAmerican implementedWoodmark ourtransaction. ownWe have a centralized approach to treasury, including cash management performed through cash pooling arrangements. Certain of our entities have standalone cash accounts that are not included in the centralized cash pooling arrangements. All cash balances specifically identifiable to us are included in our consolidated balance sheets and statement of cash flows. The cash flows presented in our consolidated statement of cash flows may not be indicative of the cash flows we would have recognized had we operated as a standalone publicly-traded company for the period presented prior to the Separation.

Our operating income is generated by our subsidiaries. There are generally no restrictions on the ability of our subsidiaries to pay dividends or make other distributions to MasterBrand, other than the fact our subsidiaries have financial obligations that must be satisfied before funding us and such dividends are subject to applicable local law and may be limited due to terms of other contractual arrangements, including our indebtedness. We periodically review our portfolio of brands, manufacturing and supply chain footprint, and evaluate potential strategic transactions to increase stockholdershareholder value. However, we cannot predict whether or when we may enter into acquisitions, joint ventures or dispositions, or what impact any such transactions could have on our results of operations, cash flows or financial condition. Our cash flows from operations, borrowing availability and overall liquidity are subject to certain risks and uncertainties, including those described in the section entitled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.

On June 27, 2024, the Company refinanced this debt by completing a private offering (the “Offering”) of $700.0 million aggregate principal amount of 7.00 percent Senior Notes due 2032 (the “Senior Notes”) and entered into an amended and restated credit agreement (the “2024 Credit Agreement”). The Company used the funds from the refinancing transaction, and cash on-hand, to: 1) refinance the 2022 Credit Agreement (including repaying all amounts outstanding under the existing term loan, inclusive of accrued and unpaid interest), 2) fund the acquisition of Supreme on July 10, 2024, and 3) to pay all fees and expenses related to the foregoing transactions. In July 2024, upon closing, we funded the Supreme acquisition with a combination of cash on hand and $430.0 million of proceeds from the revolving credit facility provided for by the 2024 Credit Agreement (see Note 12, "Debt," for further details).

The Senior Notes were issued under the Indenture dated as of June 27, 2024 (the “Indenture”) and will mature on July 15, 2032. Interest on the Senior Notes will accrueaccrues at a rate of 7.00 percent per annum and is payable semi-annually in arrears on January 15 and July 15, beginning on January 15, 2025.15.

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 in the section entitled “Risk Factors” within Part I, Item 1A, otherand thanin thoseour notedQuarterly below:Report on Form 10-Q for the quarter ended March 29, 2026 in the section entitled “Risk Factors” within Part II, Item 1A.

Certain statements contained in this Quarterly Report on Form 10-Q, other than purely historical information, including, but not limited to, estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. Statements preceded by, followed by or that otherwise include the word “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These factors include those listed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 within Part I, Item 1A and in our Quarterly Reports on Form 10-Q for the quarterly period ended March 29, 2026 within Part II, Item 1A.

Founded over 70 years ago, we are the largest manufacturer of residential cabinets in North America. Our superior product quality, innovative design and service excellence drives a compelling value proposition. We have insight into the fashion and features consumers desire, which we use to tailor our product lines across price points. Our volume leadership allows us to achieve an advantaged cost structure and service platform by standardizing product platforms and components to the greatest extent possible—resulting in an improved facility footprint and an efficient supply chain. Further, our decades of experience have informed how we use global geographies to optimize procurement and manufacturing costs. Finally, with the most extensive dealer network throughout the United States and Canada,States, we have an advantaged distribution model that cannot be easily replicated. We expect to further extend our competitive advantages by using technology and data to enhance the consumer’s experience from visualization to ordering to delivery and installation.

In February 2026, we announced plans to implement $30 million of planned cost reductions. The cost reductions, which are primarily in selling, general and administrative expenses, began in the first quarter of 2026, with full realization expected by the end of fiscal 2026. As part of these cost reductions, during the thirteen weeks ended March 29, 2026, the Company implemented a voluntary and involuntary separation program to reduce overall headcount, primarily in our corporate functions. As a result of the workforce reduction, the Company recorded $8.1 million of one-time termination benefit costs for employees who voluntarily and involuntarily terminated their employment with the Company during the first quarter.

On February 20, 2026, the Supreme Court issued a decision in Learning Resources, Inc. v. Trump and Trump v. V.O.S. Selections, Inc., two appeals concerning tariffs President Trump imposed under the IEEPA. The Supreme Court held that the IEEPA does not give the President authority to impose tariffs. The Supreme Court thus affirmed a lower court decision that invalidated two sets of IEEPA tariffs: one set of tariffs on imports from Canada, Mexico, and the People's Republic of China based on declared emergencies concerning illicit drugs, and another set of tariffs on most other U.S. imports based on a declared emergency concerning the U.S. trade deficit. The Supreme Court ruling did not specifically address refunds.

On March 4, 2026, the CIT ordered the Administration to begin refunding all tariffs imposed under the IEEPA. The CompanyCompany, inclusive of $3.2 million paid by American Woodmark prior to May 28, 2026, paid approximately $11.7$14.9 million in IEEPA tariffs prior to the Supreme Court decision. No further tariffs under the IEEPA were paid subsequent to the Supreme Court decision. However, the prospective benefitbenefit of the elimination of the IEEPA tariffs was approximately offset by the immediate implementation of new tariffs under Section 122 of the Trade Act of 1974. The Company intends to maintain all legal and administrative rights to potential recovery of IEEPA tariffs paid. We are accounting for any such recoveries under the GAAP gain contingency model. No receivable has been recognized as of March 29, 2026 due to uncertainty regarding the realizability of the refund process and administrative approval.

Unless the context otherwise requires, references to years and quarters contained in this Quarterly Report on Form 10-Q pertain to our fiscal years and fiscal quarters. Additionally, unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to: (1) “2026,” or “fiscal 2026” refers to our 2026 fiscal year that is a 52-week period that will end on December 27, 2026; and (2) “2025,” or “fiscal 2025” refers to our 2025 fiscal year that was a 52-week period that ended on December 28, 2025. Furthermore, unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to: (1) “the firstsecond quarter of 2026” refers to the thirteen week period that ended on MarchJune 29,28, 2026; and (2) “the firstsecond quarter of 2025” refers to the thirteen week period that ended on MarchJune 30,29, 2025; (3) “the first half of 2026” refers to the twenty-six weeks ended June 28, 2026; and (4) “the first half of 2025” refers to the twenty-six weeks ended June 29, 2025.

The following discussion of condensed consolidated results of operations refers to the thirteen weeks ended MarchJune 29,28, 2026 compared to the thirteen weeks ended MarchJune 30,29, 2025.

Thirteen Weeks Ended MarchJune 29,28, 2026 Compared to the Thirteen Weeks Ended MarchJune 30,29, 2025

Net sales were $618.0$815.2 million for the thirteen weeks ended MarchJune 29,28, 2026 compared to $660.3$730.9 million for the thirteen weeks ended MarchJune 30,29, 2025, aan declineincrease of $42.3$84.3 million, or 6.411.5 percent. The lowerhigher net sales from the thirteen weeks ended MarchJune 30,29, 2025 was driven primarily by the acquisition of American Woodmark in May 2026, which contributed $125.5 million of incremental sales in the second quarter of 2026. Excluding the impact of American Woodmark, the $41.2 million decrease in net sales from the thirteen weeks ended June 29, 2025 was driven by lower sales unit volume of $42.0$47.9 millionmillion, andpartially offset by the unfavorablefavorable combined net impact of price and mix on our overall average selling price of $1.1$6.8 million. Overall end market demand was weaker in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 in the repair and remodel and single-family new construction markets. Foreign currency had an immaterial impact was favorable by $0.8 million during the thirteen weeks ended MarchJune 29,28, 2026 as compared to the thirteen weeks ended MarchJune 30,29, 2025.

Compared to the thirteen weeks ended MarchJune 30,29, 2025, net sales to dealers, whose end customers include builders, professional trades and home remodelers, declinedincreased $25.3$2.3 million, or 7.20.6 percent, net sales to retailers, including through their respective retail internet website portals, declinedincreased $7.0$39.7 million, or 3.117.8 percent,percent and net sales directly to builders declinedincreased $10.0$42.3 million, or 11.943.2 percent. Each of these increases were mainly driven by the $125.5 million incremental sales in the second quarter of 2026 associated with the acquisition of American Woodmark.

Cost of products sold increased by $3.3$118.5 million, or 0.724.1 percent, to $461.4$609.7 million (74.774.8 percent of net sales) in the thirteen weeks ended MarchJune 29,28, 2026 as compared to $458.1$491.2 million (69.467.2 percent of net sales) in the thirteen weeks ended MarchJune 30,29, 2025. The inclusion of American Woodmark in the thirteen weeks ended June 28, 2026 resulted in an incremental $108.8 million of cost of products sold in the second quarter of 2026. Excluding the impact of American Woodmark, the $9.7 million increase in cost of products sold was driven primarily by the combined net impact of costs and mix of $31.9$41.9 million, partially offset by lower sales unit volume of $28.6$32.2 million. In the firstsecond quarter of 2026, realized savings from various cost reduction actions were more than offset by higher manufacturing costs, including unfavorable fixed cost leverage.

Selling, general and administrative expenses increased by $1.9$57.3 million, or 1.235.9 percent, to $155.9$216.7 million (25.226.6 percent of net sales) in the thirteen weeks ended MarchJune 29,28, 2026 compared to $154.0$159.4 million (23.321.8 percent of net sales) in the thirteen weeks ended MarchJune 30,29, 2025. The increase in the thirteen weeks ended MarchJune 29,28, 2026 is primarily due to the inclusion of American Woodmark costs of $24.3 million, which include associate-related costs ($8.9 million) and distribution costs ($8.2 million). The remaining increase in selling, general and administrative expenses were mainly due to increased acquisition-related costs ($4.0$36.5 million) and distribution costs ($2.5$5.9 million). due to increased fuel costs. These increases were partially offset by lower commission costs ($1.3$1.0 million), as a result of the decrease in sales unit volume, and advertising costs ($0.9 million), professional fees ($0.9 million) and cost savings initiatives ($0.4$0.7 million).

Interest expense was $18.4$20.8 million in the thirteen weeks ended MarchJune 29,28, 20262026, aswhich comparedwas comparable to $19.4interest expense of $18.9 million in the thirteen weeks ended MarchJune 30,29, 2025. The decreasesecond inquarter of 2026 includes approximately one month of interest expense for the thirteen weeks ended March 29, 2026 is duerelated to the lowerTerm averageLoan outstandingA debtdrawn balanceon asMay compared28, to2026 in conjunction with the thirteenAmerican weeksWoodmark ended March 30, 2025.transaction.

Other (income) expense,income, net

Other income, net was $0.8$0.1 million in the thirteen weeks ended MarchJune 29,28, 2026, ana increasedecline of $1.2$0.5 million as compared to other expense,income, net of $0.4$0.6 million in the thirteen weeks ended MarchJune 30,29, 2025. This increasedecrease was due primarily due to higherlower transactional foreign currency gains in the firstsecond quarter of 2026,2026 as compared to the firstsecond quarter of 2025, due to fluctuations in exchange rates.

Our condensed consolidated income before taxes, income tax expense, and effective tax rate for the thirteen week periodsweeks ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025 were as follows:

The effective income tax rates for the thirteen weeks ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, were 57.3(18.8) percent and 23.123.9 percent, respectively. The net increasechange in the effective income tax rate between the periods iswas primarily dueattributable to unfavorable changes in pre-taxpretax income (loss) relative to permanent tax adjustments, including a reduction in the tax benefit associated with nondeductible compensation, nondeductible acquisition-related transaction costs, foreign taxes, deferred tax adjustments duerelated to foreign tax electionelections, foreign taxes and foreignthe exclusions,mix of earnings in jurisdictions with differing tax rates, partially offset by lowerincreased benefit from state and local income taxestaxes, foreign exclusions and aresearch reductionand indevelopment valuationtax allowance.credits.

The difference between our effective income tax rate for the thirteen weeks ended MarchJune 29,28, 2026, and the U.S. statutory rate of 21.0 percent is primarily dueattributable to a reduction in the unfavorabletax impactbenefit ofassociated with our pretax loss resulting from nondeductible compensation, nondeductible acquisition-related transaction costs, deferred tax adjustments duerelated to foreign tax elections, nondeductible acquisition-related transaction costs and foreignthe taxes,mix of earnings in jurisdictions with differing tax rates, partially offset by favorableincreased adjustmentsbenefit forfrom foreign exclusionsstate and local income taxes and research and development tax credits.

The difference between our effective income tax rate for the thirteen weeks ended MarchJune 30,29, 2025, and the U.S. statutory rate of 21.0 percent is primarilywas due to the unfavorable impact of net changes in state and local income taxes, nondeductible compensation, foreign income taxed at higher rates, an increase in the valuation allowance and foreign income inclusions net of foreign tax credits. These were partially offset by benefits for return-to-provision adjustments, the stockrelease compensationof windfall benefit for shares which vested,uncertain tax credits,positions and foreign exclusions.