MasterBrand Inc美股招股说明书(2025-09-25版)

MERGER PROPOSAL-YOUR VOTE IS VERY IMPORTANT Dear Stockholders: On behalf of the boards of directors of MasterBrand, Inc., which is referred to as MasterBrand, and American Woodmark Corporation, which isreferred to as American Woodmark, we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the combination ofMasterBrand and American Woodmark in anall-stockmerger transaction. On August5, 2025, MasterBrand and American Woodmark entered into an Agreement and Plan of Merger, as it may be amended from time totime, which is referred to as the merger agreement, pursuant to which they agreed to combine their respective companies in anall-stockmergertransaction. Pursuant to the terms of the merger agreement, Maple Merger Sub, Inc., a wholly owned subsidiary of MasterBrand, will merge with andinto American Woodmark, which transaction is referred to as the merger, with American Woodmark surviving the merger as a wholly owned subsidiaryof MasterBrand. Following the completion of the merger, MasterBrand, American Woodmark, and their respective subsidiaries will operate as acombined company under the name MasterBrand, Inc. At the effective time of the merger, which is referred to as the effective time, each share of American Woodmark common stock, no par value pershare, which is referred to as American Woodmark common stock, outstanding immediately prior to the effective time will be converted into the right toreceive 5.150, which number is referred to as the exchange ratio, shares of MasterBrand common stock, par value $0.01 per share, which is referred toas MasterBrand common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either MasterBrand commonstock or American Woodmark common stock between the dates of the signing of the merger agreement and completion of the merger. Following thecompletion of the merger, MasterBrand stockholders will continue to own their existing shares of MasterBrand common stock and the MasterBrandcommon stock will continue to be listed on the New York Stock Exchange, which is referred to as NYSE, under the symbol “MBC.” Immediately following completion of the merger, holders of shares of MasterBrand common stock as of immediately prior to the completion ofthe merger will hold, in the aggregate, approximately 63% of the issued and outstanding shares of MasterBrand common stock, and holders of shares ofAmerican Woodmark common stock as of immediately prior to the completion of the merger will hold, in the aggregate, approximately 37% of theissued and outstanding shares of MasterBrand common stock on a fully diluted basis and based on the number of shares of MasterBrand common stockand American Woodmark common stock outstanding as of September 22, 2025. MasterBrand will issue a fixed number of shares of MasterBrand common stock in exchange for each share of American Woodmark commonstock. As a result, the implied value of the merger consideration to be received by American Woodmark shareholders will fluctuate based on anychanges in the market price of MasterBrand common stock prior to the completion of the merger. Accordingly, such implied value of the per sharemerger consideration to be received by American Woodmark shareholders upon completion of the merger could be greater than, less than, or the same asthe implied value of the merger consideration on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current marketquotations for the shares of MasterBrand common stock and American Woodmark common stock. MasterBrand common stock is listed on NYSE underthe symbol “MBC” and American Woodmark common stock is listed on the NASDAQ Global Select Market, which is referred to as NASDAQ, underthe symbol “AMWD.” The merger is intended to qualify as a “reorganization” within the meaning of Section368(a) of the United States Internal Revenue Code of 1986,as amended, which is referred to as the Code. The obligation of the parties to consummate the merger is not conditioned upon the receipt of an opinionfrom counsel, nor have the parties applied for a ruling from the U.S. Internal Revenue Service, that the merger would so qualify. Table of Contents MasterBrand and American Woodmark will each hold special meetings of their respective stockholders in connection with the proposed merger,which are referred to as the MasterBrand stockholder meeting and the American Woodmark shareholder meeting, respectively. At the MasterBrand stockholder meeting, MasterBrand stockholders will be asked to consider and vote on (1)a proposal to approve the issuanceof shares of MasterBrand common stock to American Woodmark shareholders pursuant to the merger agreement, which is referred to as theMasterBrand share issuance proposal, and (2)a proposal to adjourn the MasterBrand stockholder meeting to solicit additional proxies if there is aquorum present and there are not sufficient votes to approve the MasterBra