{"filing":{"accession_number":"0001193125-26-243139","cik":"0001941365","ticker":"MBC","company_name":"MasterBrand, Inc.","form":"8-K","filing_date":"2026-05-28","report_date":null,"primary_document":"d104287d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/d104287d8k.htm"},"events":[{"id":8405,"run_id":7380,"accession_number":"0001193125-26-243139","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"MasterBrand completed its merger with American Woodmark on May 28, 2026, funded by a $375 million Term Loan A drawdown to repay existing indebtedness of approximately $367.5 million. The transaction represents a material acquisition that significantly affects the registrant's capital structure, asset base, and strategic direction.","company_name":"MasterBrand, Inc.","ticker":"MBC","filing_date":"2026-05-28","form":"8-K","submitted_at":null,"items":[{"id":2279,"accession_number":"0001193125-26-243139","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly addresses \"Completion of Acquisition or Disposition of Assets,\" which is a core M\u0026A event. The filing discloses completion of a material acquisition or disposition transaction, making this a clear ma_activity event that would materially affect investor assessment of the registrant's assets, capital structure, and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:19:49.850731+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2280,"accession_number":"0001193125-26-243139","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"MasterBrand drew down $375 million in Term Loan A financing on May 28, 2026, to fund the closing of a merger with American Woodmark and repay its existing indebtedness of approximately $367.5 million. While Item 2.03 technically addresses creation of a direct financial obligation, the core material event disclosed is the completion of merger financing and the merger closing itself, which is the triggering event for the debt drawdown. The merger completion is a material acquisition event that would significantly affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:19:49.850731+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2282,"accession_number":"0001193125-26-243139","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a merger, which is a material acquisition or change-of-control event. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is unmistakably M\u0026A activity—the press release announces \"completion of the Merger,\" a transformative corporate event that would materially affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:19:49.850731+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":8406,"run_id":7380,"accession_number":"0001193125-26-243139","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Three former American Woodmark directors—Andrew Cogan, Philip Fracassa, and Daniel Hendrix—were appointed as independent directors to MasterBrand's Board effective at the merger closing, expanding the Board from 8 to 11 directors as part of post-acquisition governance integration.","company_name":"MasterBrand, Inc.","ticker":"MBC","filing_date":"2026-05-28","form":"8-K","submitted_at":null,"items":[{"id":2281,"accession_number":"0001193125-26-243139","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Three former American Woodmark directors—Andrew Cogan, Philip Fracassa, and Daniel Hendrix—were appointed as independent directors to MasterBrand's Board effective at the Closing of a merger transaction. This is a material appointment event tied to the completion of a merger, expanding the Board from 8 to 11 directors and bringing in new independent board members as part of post-acquisition governance integration.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:19:49.850731+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":2279,"accession_number":"0001193125-26-243139","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly addresses \"Completion of Acquisition or Disposition of Assets,\" which is a core M\u0026A event. The filing discloses completion of a material acquisition or disposition transaction, making this a clear ma_activity event that would materially affect investor assessment of the registrant's assets, capital structure, and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:19:49.850731+00:00","company_name":"MasterBrand, Inc.","ticker":"MBC","filing_date":"2026-05-28"},{"id":2280,"accession_number":"0001193125-26-243139","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"MasterBrand drew down $375 million in Term Loan A financing on May 28, 2026, to fund the closing of a merger with American Woodmark and repay its existing indebtedness of approximately $367.5 million. While Item 2.03 technically addresses creation of a direct financial obligation, the core material event disclosed is the completion of merger financing and the merger closing itself, which is the triggering event for the debt drawdown. The merger completion is a material acquisition event that would significantly affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:19:49.850731+00:00","company_name":"MasterBrand, Inc.","ticker":"MBC","filing_date":"2026-05-28"},{"id":2281,"accession_number":"0001193125-26-243139","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Three former American Woodmark directors—Andrew Cogan, Philip Fracassa, and Daniel Hendrix—were appointed as independent directors to MasterBrand's Board effective at the Closing of a merger transaction. This is a material appointment event tied to the completion of a merger, expanding the Board from 8 to 11 directors and bringing in new independent board members as part of post-acquisition governance integration.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:19:49.850731+00:00","company_name":"MasterBrand, Inc.","ticker":"MBC","filing_date":"2026-05-28"},{"id":2282,"accession_number":"0001193125-26-243139","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a merger, which is a material acquisition or change-of-control event. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is unmistakably M\u0026A activity—the press release announces \"completion of the Merger,\" a transformative corporate event that would materially affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:19:49.850731+00:00","company_name":"MasterBrand, Inc.","ticker":"MBC","filing_date":"2026-05-28"}]}