Business Context and Reporting Period
Company: MasterBrand, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 26, 2026
Event: Entry into a Material Definitive Agreement (Second Amendment to Amended and Restated Credit Agreement).
Key Financial Metrics
This filing does not report specific revenue, profit, cash flow, margin, or liquidity figures. The document focuses exclusively on the amendment of debt covenants and pricing terms.
Material Changes Versus Prior Period
The Second Amendment to the Credit Agreement, dated March 26, 2026, introduces the following material changes to the Existing Credit Agreement (originally dated June 27, 2024, and amended November 3, 2025):
- Pricing Structure: Addition of a new category of pricing regarding the margin over the base reference rate for loans.
- Covenant Thresholds: Modification of the thresholds for the net leverage ratio and minimum interest coverage ratio financial covenants.
- Duration of Changes: These covenant modifications apply until the earlier of January 1, 2027, or the effective date of MasterBrand's merger with American Woodmark Corporation.
Except for the items above, no material changes were made to representations, warranties, affirmative covenants, or restrictive covenants.
Guidance, Outlook, and Risks
Merger Context: The filing references an ongoing merger process with American Woodmark Corporation, noting that the amended covenants are temporary pending the merger's effectiveness or a specific date in 2027.
Risks and Contingencies: The filing does not disclose new risks or contingencies beyond the standard obligations of the amended credit agreement. The summary of the amendment is qualified by reference to the full text of the agreement attached as Exhibit 10.1.
Investor Verification Checklist
- Review Exhibit 10.1 to understand the specific new pricing margin categories and the exact numerical thresholds for the revised net leverage and interest coverage ratios.
- Verify the current status and expected closing date of the merger with American Woodmark Corporation, as this determines the expiration of the temporary covenant relief.
- Assess the impact of the new pricing structure on future interest expense relative to the base reference rate.