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MasterBrand Acquires American Woodmark
MasterBrand (MBC) is acquiring American Woodmark (AMWD) in a deal expected to close May 29, pending final closing conditions.
Company Reports Q3 Revenue of $324.3M, Below Expectations
Reports Q3 revenue $324.3M, consensus $358.14M. "Demand trends were once again challenging in both the new construction and remodel markets with new construction softening throughout the quarter. We delivered Adjusted EBITDA margins of 6.7% for the third fiscal quarter, as lower volumes impacted fixed cost absorption," said Scott Culbreth, President and CEO. "Mitigating tariffs and reducing the impact of lower demand on the business remain our top priorities. Actions include structural cost reductions, supplier negotiations, alternative sourcing, and price increases. The estimated unmitigated tariff impact, in effect as of the end of the third quarter of fiscal 2026, represents approximately 3.5-4.0% of the Company's annualized net sales with the impact varying by product category. This impact does not include the potential increase on Section 232 tariffs to 50% on January 1, 2027, or any changes due to the Supreme Court decision on February 20, 2026. The Company is also focused on closing the previously announced merger transaction with MasterBrand, Inc., which will enable us to provide a broader product portfolio across expanded channels, advance our innovation capabilities, and create exciting opportunities for team members."
American Woodmark announces Q2 adjusted EPS of 76 cents, below consensus estimate of $1.20.
Reports Q2 revenue $394.6M, consensus $410.62M. "Demand trends remain challenged in both the new construction and remodel markets. Our teams are executing well despite the lower volumes and delivered Adjusted EBITDA margins of 10.0% for the second fiscal quarter," said Scott Culbreth, CEO. "Actions have been put in place or are in process to mitigate tariff and lower demand impacts on the business, including structural cost reductions, supplier negotiations, alternative sourcing and price increases. We estimate the unmitigated tariff impact at the current rates, in effect as of today's date, to represent approximately 4-4.5% of the company's annualized net sales with the impact varying by product category. This impact does not include the potential increase on Section 232 tariffs to 50%. The company is also focused on closing the previously announced merger transaction with MasterBrand, Inc. so that we can provide a broader product portfolio across expanded channels, advance our innovation capabilities, and create exciting opportunities for team members."
American Woodmark and MasterBrand Receive FTC's Request for More Information
In a regulatory filing, American Woodmark (AMWD) stated, "As previously disclosed, on August 5, 2025, American Woodmark entered into an Agreement and Plan of Merger with MasterBrand (MBC), and Maple Merger Sub, a Virginia Corporation and a wholly owned subsidiary of MasterBrand. On November 7, 2025, MasterBrand and American Woodmark each received a Request for Additional Information and Documentary Material from the U.S. Federal Trade Commission in connection with the Merger. The Second Request was issued under notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after MasterBrand and American Woodmark have substantially complied with the request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. MasterBrand and American Woodmark intend to continue working cooperatively with the FTC to obtain regulatory clearance for the Merger as expeditiously as possible. The Merger remains subject to the satisfaction or waiver of other customary closing conditions. MasterBrand and American Woodmark currently expect the Merger to close in early 2026."
Shareholders Approve MasterBrand's Acquisition of American Woodmark
MasterBrand (MBC) and American Woodmark (AMWD) jointly announced that, at their respective special meetings of shareholders held earlier today, they each received the necessary shareholder approvals for the previously announced combination of MasterBrand and American Woodmark. The final results for the proposals voted on at the special meetings of each company's shareholders held today will be set forth in the companies' separate Current Reports on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the "SEC"). Closing of the transaction remains subject to the receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction or waiver of other customary closing conditions.
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