Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Pursuant to the Merger Agreement, American Woodmark notified the Nasdaq Stock Market LLC (“Nasdaq”) of the Closing and requested that Nasdaq suspend trading of American Woodmark common stock and withdraw American Woodmark common stock from listing on Nasdaq. Upon American Woodmark’s request, Nasdaq will file a notification of removal from listing on Form 25 with the SEC with respect to the del…

Changes in Control of Registrant. As a result of the completion of the Merger, at the Effective Time, American Woodmark became a wholly owned subsidiary of MasterBrand. The information set forth under the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this

Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this

All directors and officers ceased their service due to a merger, not related to any disagreement.

Termination of a Material Definitive Agreement. In connection with the Closing and effective as of the Closing Date, American Woodmark terminated all outstanding obligations under the Second Amended and Restated Credit Agreement, dated as of October 10, 2024, by and among American Woodmark, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.

Other Events. As previously disclosed, on August 5, 2025, American Woodmark Corporation, a Virginia corporation (“American Woodmark”), entered into an Agreement and Plan of Merger with MasterBrand, Inc., a Delaware corporation (“MasterBrand”), and Maple Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of MasterBrand. On May 22, 2026, American Woodmark received notice from the Federal Trade Commission that the agency has closed its investigation of American Woodmark’s pro…

Material Impairments. The discussion set forth under

Costs Associated with Exit or Disposal Activities . Effective May 4, 2026, American Woodmark Corporation’s (the “Company”) Board of Directors authorized the operations wind-down and closure of its Monterrey, Mexico plant in response to current low market demands and rising product input and tariff costs. The Company plans to consolidate Monterrey’s operations into its Pacifico plant in Tijuana, Mexico, and, where appropriate, shift manufacturing volumes from plants in Mexico to the United Sta…

Other Events. As previously disclosed, on August 5, 2025, American Woodmark Corporation, a Virginia corporation (“American Woodmark”), entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Merger”) with MasterBrand, Inc., a Delaware corporation (“MasterBrand”), and Maple Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of MasterBrand. The Merger has not yet been consummated and is expected to close in the se…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 26, 2026 , the Registrant issued a press release announcing results for its third quarter of fiscal year 2026 ended January 31, 2026. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 25, 2025 , the Registrant issued a press release announcing results for its second quarter of fiscal year 2026 ended October 31, 2025. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Other Events. As previously disclosed, on August 5, 2025, American Woodmark Corporation, a Virginia corporation (“American Woodmark”), entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Merger”) with MasterBrand, Inc., a Delaware corporation (“MasterBrand”), and Maple Merger Sub, Inc., a Virginia Corporation and a wholly owned subsidiary of MasterBrand. On November 7, 2025, MasterBrand and American Woodmark each received a Req…

Other Events. As previously disclosed, on August 5, 2025, American Woodmark Corporation, a Virginia corporation (the “ Company ” or “ American Woodmark ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with MasterBrand, Inc., a Delaware corporation (“ MasterBrand ”), and Maple Merger Sub, Inc., a Virginia Corporation and a wholly owned subsidiary of MasterBrand (“ Merger Sub ”). The Merger Agreement provides for, among other things and subject to the satisfaction or…

Other Events. As previously disclosed, on August 5, 2025, American Woodmark Corporation, a Virginia corporation (the “Company” or “American Woodmark”) entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Merger”) with MasterBrand, Inc., a Delaware corporation (“MasterBrand”), and Maple Merger Sub, Inc., a Virginia Corporation and a wholly owned subsidiary of MasterBrand. On October 3, 2025, MasterBrand received notice from the F…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 26, 2025 , the Registrant issued a press release announcing results for its first quarter of fiscal year 2026 ended July 31, 2025. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION As noted below, on August 6, 2025, American Woodmark and MasterBrand jointly issued a press release announcing the Merger and discussing certain matters related to the Merger. The joint press release includes preliminary net sales, net income and adjusted EBITDA results for American Woodmark for the quarter ended July 31, 2025. A copy of the joint press release is furnished as Exhibit 99.1 hereto and the information under the heading “American Woo…

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On August 5, 2025, American Woodmark Corporation, a Virginia corporation (“American Woodmark”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MasterBrand, Inc., a Delaware corporation (“MasterBrand”), and Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of MasterBrand (“Merger Sub”), providing for Merger Sub, at closing, to merge with and into American Woodmark with American Woodmark surviving as…

CFO: The filing details the approval of special retention awards for executive officers, which is a compensatory arrangement rather than a direct disclosure of a management departure or appointment.

CFO — Paul Joachimczyk: The resignation of the sitting CFO is a significant loss of senior management, requiring an interim appointment by the CEO and a nationwide search for a replacement.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 29, 2025 , the Registrant issued a press release announcing results for its fourth quarter of fiscal year 2025 ended April 30, 2025. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Director — James G. Davis, Jr.: A director declined to seek re-election, which is a standard board turnover event with no indication of conflict or operational impact.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 27, 2025 , the Registrant issued a press release announcing results for its third quarter of fiscal year 2025 ended January 31, 2025. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 26, 2024 , the Registrant issued a press release announcing results for its second quarter of fiscal year 2025 ended October 31, 2024. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT The information disclosed in