MasterBrand Inc

Item 1A. RISK FACTORS

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 29, 2024 in the section entitled Risk Factors within Part I, Item 1A, and in our Quarterly Report on Form 10-Q for the quarter ended March 30, 2025 in the section entitled Risk Factors within Part II, Item 1A, other than those noted below:

The proposed Merger with American Woodmark may be delayed or not occur at all for a variety of reasons, including that the Merger is subject to various closing conditions, including governmental, regulatory and shareholder approvals, as well as other uncertainties, and there can be no assurances as to whether or when it may be completed. Failure to consummate the Merger could adversely affect our business, results of operations, financial condition, and the market price of our shares.

On August 5, and June 29, 2025, the Company, and Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of the Company (Merger Sub), entered into an Agreement and Plan of Merger with American Woodmark Corpora in the section, a Virginia corporation (American Woodmark), providing for Merger Sub, at closing, to merge with and into American Woodmark with American Woodmark surviving as a wholly own entitled subsidiary of the Company (the Merger).

The completion of the Merger is subject to a number of risks and uncertainties that could adversely affect our business, financial condition, results of operations, and the market price of our common stock. The Merger is subject to various closing conditions, including the receipt of required regulatory approvals and shareholder approvals, as well as other uncertainties. There can be no assurance that these conditions will be satisfied in a timely manner or at all, and, as a result, the Merger may be delayed, may involve the imposition of burdensome conditions, or may not be completed. Failure to consummate the Merger could result in significant costs to the Company, including the payment of transaction-related expenses Risk Factors without realizing any of the anticipated

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benefits, potential tein Parmination fees, and the diversion of management attention from ongoing business operations. In addition, the announcement and pendency of the Merger may cause disruption to our business, including potential adverse effects on relationships with customers, suppliers, business partners, and employees, and may result in the loss of key personnel. The market price of our common stock may also decline to the extent that the current market price reflects an assumption that the Merger will be completed. Furthermore, the Company may be subject to litigation related to the Merger, which could result in significant costs, delays, or otherwise negatively impact our business and operations. Even if the Merger is completed, we may not realize the anticipated benefits and synergies within the expected timeframe, or at all, and the integration of the acquired business may be more difficult, costly, or time-consuming than expected.

t II, Item 1A.