Forward-Looking Statements Certain statements contained in this Quarterly Report on Form 10-Q, other than purely historical information, including, but not limited to, estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. Statements preceded by, followed by or that otherwise include the word “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These factors include those listed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 within Part I, Item 1A and in our Quarterly Reports on Form 10-Q for the quarterly period ended March 29, 2026 within Part II, Item 1A. The forward-looking statements included in this document are made as of the date of this Quarterly Report on Form 10-Q and, except pursuant to any obligations to disclose material information under the federal securities laws, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this Quarterly Report on Form 10-Q. Some of the important factors that could cause our actual results to differ materially from those projected in any such forward-looking statements include: •Our ability to develop and expand our business; •Our ability to develop new products or respond to changing consumer preferences and purchasing practices; •Our anticipated financial resources and capital spending; •Our ability to manage costs; •Our ability to effectively manage manufacturing operations and capacity, or an inability to maintain the quality of our products; •The impact of our dependence on third parties to source raw materials and our ability to obtain raw materials in a timely manner or fluctuations in raw material costs; •Our ability to accurately price our products; •Our projections of future performance, including future revenues, capital expenditures, gross margins, and cash flows; •The effects of competition; •Costs of complying with evolving tax and other regulatory requirements and the effect of actual or alleged violations of tax, environmental or other laws; •The effect of climate change and unpredictable seasonal and weather factors; •Conditions in the housing market in the United States, Canada and Mexico; •The expected strength of our existing customers and consumers and any loss or reduction in business from one or more of our key customers or increased buying power of large customers; •Information systems interruptions or intrusions or the unauthorized release of confidential information concerning customers, employees, or other third parties; •Worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis, including risks associated with uncertain trade environments, changes to U.S. tariff policy and retaliatory tariffs imposed by other countries; •The effects of a public health crisis or other unexpected event; •Our ability to successfully integrate American Woodmark’s operations, systems, personnel, and business processes and realize anticipated synergies, cost savings, and other strategic benefits within expected timeframes or at all; •The impact of our current and any additional future debt obligations on our business, current and future operations, profitability and our ability to meet other obligations; •Business disruption, operational inefficiencies or increased costs resulting from integration activities following the acquisition of American Woodmark; 25 Table of Contents •The diversion of management attention and resources from ongoing business operations as a result of integration activities and strategic initiatives associated with the acquisition of American Woodmark •Our ability to maintain relationships with customers, suppliers, associates and other business partners following the acquisition of American Woodmark; •Our ability to successfully integrate, migrate, or harmonize information technology systems, cybersecurity controls, financial reporting systems and other business processes across the combined company; •Unexpected integration costs, operational challenges, disruptions or liabilities associated with the acquisition of American Woodmark; •Our ability to retain key employees and leadership personnel and effectively integrate workforces and corporate cultures; •Our ability to optimize manufacturing operations, distribution networks and supply chain activities while minimizing disruption to customers and operations; and •Other statements contained in this Quarterly Report on Form 10-Q regarding items that are not historical facts or that involve predictions. Introduction Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is a supplement to the accompanying condensed consolidated financial statements of MasterBrand and its consolidated subsidiaries and provides additional information on our business, recent developments, financial condition, liquidity and capital resources, cash flows and results of operations. Overview Founded over 70 years ago, we are the largest manufacturer of residential cabinets in North America. Our superior product quality, innovative design and service excellence drives a compelling value proposition. We have insight into the fashion and features consumers desire, which we use to tailor our product lines across price points. Our volume leadership allows us to achieve an advantaged cost structure and service platform by standardizing product platforms and components to the greatest extent possible—resulting in an improved facility footprint and an efficient supply chain. Further, our decades of experience have informed how we use global geographies to optimize procurement and manufacturing costs. Finally, with the most extensive dealer network throughout the United States, we have an advantaged distribution model that cannot be easily replicated. We expect to further extend our competitive advantages by using technology and data to enhance the consumer’s experience from visualization to ordering to delivery and installation. In February 2026, we announced plans to implement $30 million of planned cost reductions. The cost reductions, which are primarily in selling, general and administrative expenses, began in the first quarter of 2026, with full realization expected by the end of fiscal 2026. As part of these cost reductions, during the thirteen weeks ended March 29, 2026, the Company implemented a voluntary and involuntary separation program to reduce overall headcount, primarily in our corporate functions. As a result of the workforce reduction, the Company recorded $8.1 million of one-time termination benefit costs for employees who voluntarily and involuntarily terminated their employment with the Company during the first quarter. Effective as of May 28, 2026, MasterBrand completed its previously announced transaction with American Woodmark. Pursuant to the Merger Agreement, at the Effective Time, each share of American Woodmark common stock outstanding was converted into the right to receive 5.1500 shares of MasterBrand common stock, plus cash in lieu of any fractional shares. 26 Table of Contents Recent Developments Tariffs The Company continues to actively monitor recent trade policy and tariff announcements, including the Section 232 tariffs on timber, lumber, and derivative wood products (including kitchen cabinets, vanities and related wood products), effective October 14, 2025. As a result of the Section 232 proceedings, a 10 percent tariff applies to softwood lumber and timber imports, and a 25 percent tariff applies to kitchen cabinets and vanities, although the tariff on cabinets and vanities may increase after January 1, 2027. Increased restrictions on global trade, including an increase in U.S. tariffs and any retaliatory responses thereto, have resulted in and could further result in, among other things, increased input costs, supply chain disruptions, decreased consumer demand and volatility in foreign exchange rates and financial markets. We continue to analyze the impact of these actions and adjust our mitigation strategy, including pricing, productivity and repositioning our supply chain to offset the impact of the tariff exposure as trade policy evolves. The uncertain and evolving market dynamics and global trade environment could have a material adverse effect on the Company’s business, financial condition, and results of operations. On February 20, 2026, the Supreme Court issued a decision in Learning Resources, Inc. v. Trump and Trump v. V.O.S. Selections, Inc., two appeals concerning tariffs President Trump imposed under IEEPA. The Supreme Court held that the IEEPA does not give the President authority to impose tariffs. The Supreme Court thus affirmed a lower court decision that invalidated two sets of IEEPA tariffs: one set of tariffs on imports from Canada, Mexico, and the People's Republic of China based on declared emergencies concerning illicit drugs, and another set of tariffs on most other U.S. imports based on a declared emergency concerning the U.S. trade deficit. The Supreme Court ruling did not specifically address refunds. On March 4, 2026, the CIT ordered the Administration to begin refunding all tariffs imposed under the IEEPA. The Company, inclusive of $3.2 million paid by American Woodmark prior to May 28, 2026, paid approximately $14.9 million in IEEPA tariffs prior to the Supreme Court decision. No further tariffs under the IEEPA were paid subsequent to the Supreme Court decision. However, the prospective benefit of the elimination of the IEEPA tariffs was approximately offset by the immediate implementation of new tariffs under Section 122 of the Trade Act of 1974. The Company intends to maintain all legal and administrative rights to potential recovery of IEEPA tariffs paid. We are accounting for any such recoveries under the GAAP gain contingency model. No receivable was recognized as of March 29, 2026 due to uncertainty regarding the realizability of the refund. During the thirteen weeks ended June 28, 2026, MasterBrand received $1.2 million of refunds (excluding $0.1 million of interest) and recognized this amount as a reduction in cost of products sold. No receivable has been recognized as of June 28, 2026 for the remaining $13.7 million of IEEPA tariffs paid prior to the Supreme Court decision due to uncertainty regarding the realizability of the refund. Subsequent to June 28, 2026, MasterBrand received $9.2 million of refunds (excluding $0.4 million of interest) and will recognize this amount, as well as any additional refunds subsequently collected during our fiscal third quarter of 2026, as a reduction in cost of products sold during the thirteen weeks ended September 27, 2026. OBBBA On July 4, 2025, the "One Big Beautiful Bill Act" ("OBBBA") was enacted into U.S. law. The OBBBA includes changes to several corporate tax provisions, including tax deductions for qualified research expenditures, U.S. international tax provisions, changes to business interest expense limitations and bonus depreciation. The OBBBA legislation does not materially impact our 2025 or 2026 annual effective tax rates but reduced 2025 cash taxes paid. Pillar Two In 2024, certain jurisdictions in which we operate enacted, or announced their intention to enact, legislation consistent with one or more Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules ("Pillar Two"). The model rules include qualified domestic minimum top-up taxes, income inclusion rules, and undertaxed profit rules all aimed at ensuring that multinationals pay a minimum effective corporate tax rate of 15 percent in each jurisdiction in which they operate, with some rules effective in 2024, 2025 and 2026. The Pillar Two legislation was enacted in certain jurisdictions in which we operate and unfavorably impacts our annual effective tax rate. Further changes to our entity structure, enacted local legislation, or changes in jurisdictions in which we operate could also impact our effective tax rate in fiscal 2026. 27 Table of Contents Basis of Presentation Our consolidated financial statements are based on a 52- or 53-week fiscal year ending on the last Sunday in December in each calendar year and have been principally derived from the consolidated financial statements of our Company and its consolidated subsidiaries using the historical results of operations, and historical basis of assets and liabilities. Our condensed consolidated financial statements have been prepared in accordance with GAAP. Unless the context otherwise requires, references to years and quarters contained in this Quarterly Report on Form 10-Q pertain to our fiscal years and fiscal quarters. Additionally, unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to: (1) “2026,” or “fiscal 2026” refers to our 2026 fiscal year that is a 52-week period that will end on December 27, 2026; and (2) “2025,” or “fiscal 2025” refers to our 2025 fiscal year that was a 52-week period that ended on December 28, 2025. Furthermore, unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to: (1) “the second quarter of 2026” refers to the thirteen week period that ended on June 28, 2026; (2) “the second quarter of 2025” refers to the thirteen week period that ended on June 29, 2025; (3) “the first half of 2026” refers to the twenty-six weeks ended June 28, 2026; and (4) “the first half of 2025” refers to the twenty-six weeks ended June 29, 2025. Results of Operations The following discussion of condensed consolidated results of operations refers to the thirteen weeks ended June 28, 2026 compared to the thirteen weeks ended June 29, 2025. Thirteen Weeks Ended June 28, 2026 Compared to the Thirteen Weeks Ended June 29, 2025 Thirteen Weeks Ended (U.S. Dollars presented in millions) June 28, 2026 $ change % change June 29, 2025 NET SALES $ 815.2 $ 84.3 11.5 % $ 730.9 Cost of products sold 609.7 118.5 24.1 % 491.2 GROSS PROFIT 205.5 (34.2) (14.3) % 239.7 Selling, general and administrative expenses 216.7 57.3 35.9 % 159.4 Amortization of intangible assets 7.4 1.0 15.6 % 6.4 Restructuring charges 9.2 2.6 39.4 % 6.6 OPERATING (LOSS) INCOME (27.8) (95.1) (141.3) % 67.3 Interest expense 20.8 1.9 10.1 % 18.9 Other income, net (0.1) 0.5 n/m(1) (0.6) (LOSS) INCOME BEFORE TAXES (48.5) (97.5) n/m(1) 49.0 Income tax expense 9.1 (2.6) (22.2) % 11.7 NET (LOSS) INCOME $ (57.6) $ (94.9) n/m(1) $ 37.3 __________ (1) Not meaningful. Net sales Net sales were $815.2 million for the thirteen weeks ended June 28, 2026 compared to $730.9 million for the thirteen weeks ended June 29, 2025, an increase of $84.3 million, or 11.5 percent. The higher net sales from the thirteen weeks ended June 29, 2025 was driven primarily by the acquisition of American Woodmark in May 2026, which contributed $125.5 million of incremental sales in the second quarter of 2026. Excluding the impact of American Woodmark, the $41.2 million decrease in net sales from the thirteen weeks ended June 29, 2025 was driven by lower sales unit volume of $47.9 million, partially offset by the favorable combined net impact of price and mix on our overall average selling price of $6.8 million. Overall end market demand was weaker in the second quarter of 2026 compared to the second quarter of 2025 in the repair and remodel and single-family new construction markets. Foreign currency had an immaterial impact during the thirteen weeks ended June 28, 2026 as compared to the thirteen weeks ended June 29, 2025. 28 Table of Contents Compared to the thirteen weeks ended June 29, 2025, net sales to dealers, whose end customers include builders, professional trades and home remodelers, increased $2.3 million, or 0.6 percent, net sales to retailers, including through their respective retail internet website portals, increased $39.7 million, or 17.8 percent and net sales directly to builders increased $42.3 million, or 43.2 percent. Each of these increases were mainly driven by the $125.5 million incremental sales in the second quarter of 2026 associated with the acquisition of American Woodmark. Cost of products sold Cost of products sold increased by $118.5 million, or 24.1 percent, to $609.7 million (74.8 percent of net sales) in the thirteen weeks ended June 28, 2026 as compared to $491.2 million (67.2 percent of net sales) in the thirteen weeks ended June 29, 2025. The inclusion of American Woodmark in the thirteen weeks ended June 28, 2026 resulted in an incremental $108.8 million of cost of products sold in the second quarter of 2026. Excluding the impact of American Woodmark, the $9.7 million increase in cost of products sold was driven primarily by the combined net impact of costs and mix of $41.9 million, partially offset by lower sales unit volume of $32.2 million. In the second quarter of 2026, realized savings from various cost reduction actions were more than offset by higher manufacturing costs, including unfavorable fixed cost leverage. Selling, general and administrative expenses Selling, general and administrative expenses increased by $57.3 million, or 35.9 percent, to $216.7 million (26.6 percent of net sales) in the thirteen weeks ended June 28, 2026 compared to $159.4 million (21.8 percent of net sales) in the thirteen weeks ended June 29, 2025. The increase in the thirteen weeks ended June 28, 2026 is primarily due to the inclusion of American Woodmark costs of $24.3 million, which include associate-related costs ($8.9 million) and distribution costs ($8.2 million). The remaining increase in selling, general and administrative expenses were mainly due to increased acquisition-related costs ($36.5 million) and distribution costs ($5.9 million) due to increased fuel costs. These increases were partially offset by lower commission costs ($1.0 million), as a result of the decrease in sales unit volume, and advertising costs ($0.7 million). Restructuring charges Restructuring charges were $9.2 million in the thirteen weeks ended June 28, 2026, compared to restructuring charges of $6.6 million in the thirteen weeks ended June 29, 2025. The restructuring charges in the thirteen weeks ended June 28, 2026 included $4.1 million recorded in the second quarter related to the previously announced wind-down and closure of American Woodmark’s Monterrey, Mexico plant. The remaining charges in the thirteen weeks ended June 28, 2026 and the charges in the thirteen weeks ended June 29, 2025 were largely related to severance costs and other associate-related costs in order to better align our workforce with our forecasted demand within our manufacturing footprint. Interest expense Interest expense was $20.8 million in the thirteen weeks ended June 28, 2026, which was comparable to interest expense of $18.9 million in the thirteen weeks ended June 29, 2025. The second quarter of 2026 includes approximately one month of interest expense related to the Term Loan A drawn on May 28, 2026 in conjunction with the American Woodmark transaction. Other income, net Other income, net was $0.1 million in the thirteen weeks ended June 28, 2026, a decline of $0.5 million as compared to other income, net of $0.6 million in the thirteen weeks ended June 29, 2025. This decrease was due primarily to lower transactional foreign currency gains in the second quarter of 2026 as compared to the second quarter of 2025, due to fluctuations in exchange rates. Income taxes Our condensed consolidated income before taxes, income tax expense, and effective tax rate for the thirteen weeks ended June 28, 2026 and June 29, 2025 were as follows: Thirteen Weeks Ended (U.S. Dollars presented in millions, except percentages) June 28, 2026 June 29, 2025 (Loss) income before taxes $ (48.5) $ 49.0 Income tax expense 9.1 11.7 Effective tax rate (18.8) % 23.9 % 29 Table of Contents The effective income tax rates for the thirteen weeks ended June 28, 2026 and June 29, 2025, were (18.8) percent and 23.9 percent, respectively. The change in the effective income tax rate between the periods was primarily attributable to changes in pretax income (loss) relative to permanent tax adjustments, including a reduction in the tax benefit associated with nondeductible compensation, nondeductible acquisition-related transaction costs, deferred tax adjustments related to foreign tax elections, foreign taxes and the mix of earnings in jurisdictions with differing tax rates, partially offset by increased benefit from state and local income taxes, foreign exclusions and research and development tax credits. The difference between our effective income tax rate for the thirteen weeks ended June 28, 2026, and the U.S. statutory rate of 21.0 percent is primarily attributable to a reduction in the tax benefit associated with our pretax loss resulting from nondeductible compensation, nondeductible acquisition-related transaction costs, deferred tax adjustments related to foreign tax elections, and the mix of earnings in jurisdictions with differing tax rates, partially offset by increased benefit from state and local income taxes and research and development tax credits. The difference between our effective income tax rate for the thirteen weeks ended June 29, 2025, and the U.S. statutory rate of 21.0 percent was due to the unfavorable impact of net changes in state and local income taxes, nondeductible compensation, foreign income taxed at higher rates, an increase in the valuation allowance and foreign income inclusions net of foreign tax credits. These were partially offset by the release of uncertain tax positions and foreign exclusions. The following discussion of condensed consolidated results of operations refers to the twenty-six weeks ended June 28, 2026 compared to the twenty-six weeks ended June 29, 2025. Twenty-six Weeks Ended June 28, 2026 Compared to the Twenty-six Weeks Ended June 29, 2025 Twenty-six Weeks Ended (U.S. Dollars presented in millions) June 28, 2026 $ change % change June 29, 2025 NET SALES $ 1,433.2 $ 42.0 3.0 % $ 1,391.2 Cost of products sold 1,071.1 121.8 12.8 % 949.3 GROSS PROFIT 362.1 (79.8) (18.1) % 441.9 Selling, general and administrative expenses 372.6 59.2 18.9 % 313.4 Amortization of intangible assets 13.8 1.0 7.8 % 12.8 Restructuring charges 22.0 10.7 94.7 % 11.3 OPERATING (LOSS) INCOME (46.3) (150.7) n/m(1) 104.4 Interest expense 39.2 0.9 2.3 % 38.3 Other income, net (0.9) (0.7) n/m(1) (0.2) (LOSS) INCOME BEFORE TAXES (84.6) (150.9) n/m(1) 66.3 Income tax (benefit) expense (11.6) (27.3) n/m(1) 15.7 NET (LOSS) INCOME $ (73.0) $ (123.6) n/m(1) $ 50.6 __________ (1) Not meaningful. Net sales Net sales were $1,433.2 million for the twenty-six weeks ended June 28, 2026 compared to $1,391.2 million for the twenty-six weeks ended June 29, 2025, an increase of $42.0 million, or 3.0 percent. The higher net sales from the twenty-six weeks ended June 29, 2025 was driven primarily by the acquisition of American Woodmark in May 2026, which contributed $125.5 million of incremental sales in the first half of 2026. Excluding the impact of American Woodmark, the $83.5 million decrease in net sales from the twenty-six weeks ended June 29, 2025 was driven primarily by lower sales unit volume of $90.0 million, partially offset by the favorable combined net impact of price and mix on our overall average selling price of $5.7 million. Overall end market demand was weaker in the first half of 2026 compared to the first half of 2025 in the repair and remodel and single-family new construction markets. Foreign currency impact was favorable by $0.8 million during the twenty-six weeks ended June 28, 2026 as compared to the twenty-six weeks ended June 29, 2025. 30 Table of Contents Compared to the twenty-six weeks ended June 29, 2025, net sales to dealers, whose end customers include builders, professional trades and home remodelers, declined $23.0 million, or 3.0 percent, net sales to retailers, including through their respective retail internet website portals, increased $32.7 million, or 7.3 percent, and net sales directly to builders increased $32.3 million, or 17.8 percent. The increases to retailers and builders were mainly driven by the $125.5 million incremental sales in the second quarter of 2026 associated with the acquisition of American Woodmark. Cost of products sold Cost of products sold increased by $121.8 million, or 12.8 percent, to $1,071.1 million (74.7 percent of net sales) in the twenty-six weeks ended June 28, 2026 as compared to $949.3 million (68.2 percent of net sales) in the twenty-six weeks ended June 29, 2025. The inclusion of American Woodmark in the twenty-six weeks ended June 28, 2026 resulted in an incremental $108.8 million of cost of products sold in the second quarter of 2026. Excluding the impact of American Woodmark, the $13.0 million increase in cost of products sold was driven primarily by the higher combined net impact of costs and mix of $73.8 million, partially offset by lower sales unit volume of $60.8 million. In the the first half of 2026, realized savings from various cost reduction actions were more than offset by higher manufacturing costs, including unfavorable fixed cost leverage. Selling, general and administrative expenses Selling, general and administrative expenses increased by $59.2 million, or 18.9 percent, to $372.6 million (26.0 percent of net sales) in the twenty-six weeks ended June 28, 2026 compared to $313.4 million (22.5 percent of net sales) in the twenty-six weeks ended June 29, 2025. The increase in the twenty-six weeks ended June 28, 2026 is primarily due to the inclusion of American Woodmark of $24.3 million, which primarily includes associate-related costs ($8.9 million) and distribution costs ($8.2 million). The remaining increase in selling, general and administrative expenses were mainly due to increased acquisition-related costs ($40.5 million) and distribution costs ($8.4 million), due to increased fuel costs. These increases were partially offset by lower commission costs ($2.3 million), as a result of the decrease in sales unit volume, advertising costs ($1.6 million), and professional fees ($1.4 million). Restructuring charges Restructuring charges were $22.0 million in the twenty-six weeks ended June 28, 2026, as compared to restructuring charges of $11.3 million in the twenty-six weeks ended June 29, 2025. The increase in the twenty-six weeks ended June 28, 2026 is primarily due to the implementation of a voluntary and involuntary separation program to reduce overall headcount, primarily in our corporate functions, in the first quarter. As a result of the workforce reduction, the Company recorded $8.1 million of one-time termination benefit costs for employees who voluntarily and involuntarily terminated their employment with the Company during the first quarter of 2026 and recorded an additional $0.7 million of one-time termination benefit costs during the second quarter of 2026. The restructuring charges in the second quarter of 2026 also included $4.1 million related to the previously announced wind-down and closure of American Woodmark’s Monterrey, Mexico plant. The remaining charges in the twenty-six weeks ended June 28, 2026 and the charges in the twenty-six weeks ended June 29, 2025 were largely related to severance costs and other associate-related costs in order to better align our workforce with our forecasted demand within our manufacturing footprint. Interest expense Interest expense was $39.2 million in the twenty-six weeks ended June 28, 2026 which was comparable to interest expense of $38.3 million in the twenty-six weeks ended June 29, 2025. The second quarter of 2026 includes approximately one month of interest expense related to the Term Loan A drawn on May 28, 2026 in conjunction with the American Woodmark transaction. Other income, net Other income, net was $0.9 million in the twenty-six weeks ended June 28, 2026, an increase of $0.7 million as compared to other income, net of $0.2 million in the twenty-six weeks ended June 29, 2025. This increase was primarily due to the change in transactional foreign currency gains due to fluctuations in exchange rates. 31 Table of Contents Income taxes Our condensed consolidated income before taxes, income tax expense, and effective tax rate for the twenty-six week periods ended June 28, 2026 and June 29, 2025 were as follows: Twenty-six Weeks Ended (U.S. Dollars presented in millions) June 28, 2026 June 29, 2025 (Loss) income before taxes $ (84.6) $ 66.3 Income tax (benefit) expense (11.6) 15.7 Effective tax rate 13.7 % 23.7 % The effective income tax rates for the twenty-six weeks ended June 28, 2026 and June 29, 2025, were 13.7 percent and 23.7 percent, respectively. The change in the effective income tax rate between the periods is primarily attributable to changes in pretax income (loss) relative to permanent tax adjustments, including a reduction in the tax benefit associated with nondeductible compensation, nondeductible acquisition-related transaction costs, deferred tax adjustments related to foreign tax elections, and the mix of earnings in jurisdictions with differing tax rates, partially offset by increased benefit from state and local income taxes and research and development tax credits. The difference between our effective income tax rate for the twenty-six weeks ended June 28, 2026, and the U.S. statutory rate of 21.0 percent is primarily attributable to a reduction in the tax benefit associated with our pretax loss resulting from nondeductible compensation, nondeductible acquisition-related transaction costs, deferred tax adjustments related to foreign tax elections, and the mix of earnings in jurisdictions with differing tax rates, partially offset by increased benefit from state and local income taxes and research and development tax credits. The difference between our effective income tax rate for the twenty-six weeks ended June 29, 2025, and the U.S. statutory rate of 21.0 percent is primarily due to the unfavorable impact of net changes in state and local income taxes, nondeductible compensation, foreign income taxed at higher rates, an increase in the valuation allowance and foreign income inclusions net of foreign tax credits. These were partially offset by the release of uncertain tax positions, the stock compensation windfall benefit for shares which vested, and foreign exclusions. LIQUIDITY AND CAPITAL RESOURCES Our operating income is generated by our subsidiaries. There are generally no restrictions on the ability of our subsidiaries to pay dividends or make other distributions to MasterBrand, other than the fact our subsidiaries have financial obligations that must be satisfied before funding us and such dividends are subject to applicable local law and may be limited due to terms of other contractual arrangements, including our indebtedness. We periodically review our portfolio of brands, manufacturing and supply chain footprint, and evaluate potential strategic transactions to increase shareholder value. However, we cannot predict whether or when we may enter into acquisitions, joint ventures or dispositions, or what impact any such transactions could have on our results of operations, cash flows or financial condition. Our cash flows from operations, borrowing availability and overall liquidity are subject to certain risks and uncertainties, including those described in the section entitled “Risk Factors” within Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 28, 2025, and in our Quarterly Report on Form 10-Q for the quarter ended March 29, 2026 in the section entitled “Risk Factors” within Part II, Item 1A. On November 18, 2022, we entered into a 5-year, $1.25 billion credit agreement, consisting of a $750.0 million term loan and a $500.0 million revolving credit facility. On June 27, 2024, the Company refinanced this debt by completing the Offering of $700.0 million aggregate principal amount of Senior Notes and entered into the 2024 Credit Agreement. The Company used the funds from the refinancing transaction, and cash on-hand, to: (1) refinance the 2022 credit agreement (including repaying all amounts outstanding under the existing term loan, inclusive of accrued and unpaid interest), (2) fund the acquisition of Supreme on July 10, 2024, and (3) to pay all fees and expenses related to the foregoing transactions. In July 2024, upon closing, we funded the acquisition with a combination of cash on hand and $430.0 million of proceeds from the revolving credit facility provided for by the 2024 Credit Agreement. 32 Table of Contents The Senior Notes will mature on July 15, 2032. Interest on the Senior Notes accrues at a rate of 7.00 percent per annum and is payable semi-annually in arrears on January 15 and July 15, beginning on January 15, 2025. The revolving credit facility under the 2024 Credit Agreement is not subject to amortization and will mature in June 2029. The 2024 Credit Agreement is secured by certain assets as well as the guarantee of certain of our subsidiaries. Interest rates on the revolving credit facility are variable based on the SOFR, or, at the Company’s option, at a base reference rate equal to the highest of (i) the federal funds rate plus 0.50 percent, (ii) the rate of interest last quoted by the Administrative Agent (as defined in the 2024 Credit Agreement) as its “prime rate” and (iii) the one-month SOFR rate plus 1.00 percent (the “Base Rate”), plus, as applicable, a margin ranging from 1.625 percent to 2.25 percent per annum for SOFR-based loans and ranging from 0.625 percent to 1.25 percent per annum for Base Rate-based loans, in each case, depending on the Company’s net leverage ratio. The Company will also pay customary agency fees and a commitment fee based on the daily unused portion of the revolving credit facility ranging from 0.20 percent to 0.30 percent per annum, depending on its net leverage ratio. The 2024 Credit Agreement contains a financial covenant that does not permit the Company to allow its net leverage ratio to exceed, in the case of any fiscal quarter ending on or following March 30, 2025, 3.25 to 1.00 or, if the Company consummates any material acquisition, then the Company’s net leverage ratio shall not exceed 3.75 to 1.00 for the applicable fiscal quarter in which such acquisition is consummated and the three consecutive fiscal quarters thereafter. The Merger with American Woodmark is deemed a material acquisition under the 2024 Credit Agreement. The Company is also required to maintain a minimum interest coverage ratio of 3.00 to 1.00. The 2024 Credit Agreement also contains customary events of default. The occurrence of an event of default could result in the termination of commitments under the revolving credit facility, the acceleration of all outstanding amounts thereunder and the requirement to cash collateralize outstanding letters of credit. The Company entered into the Second Amendment of its 2024 Credit Agreement on March 26, 2026, which (i) added a new category of pricing in respect of the margin over the base reference rate as to loans thereunder and (ii) changed the threshold for the net leverage ratio financial covenant and minimum interest coverage ratio financial covenant in the 2024 Credit Agreement until (but excluding) the earlier of (A) January 1, 2027 and (B) the date that MasterBrand’s Merger with American Woodmark becomes effective. Under the Second Amendment, the new financial covenant does not permit the Company to allow its net leverage ratio to exceed, (i) 3.75 to 1.00 for the fiscal quarter ending on or about March 31, 2026, (ii) 4.00 to 1.00 for the fiscal quarters ending on or about June 30, 2026 and September 30, 2026 and (iii) 3.75 to 1.00 for the fiscal quarter ending on or about December 31, 2026. The Second Amendment also changed the required minimum interest coverage ratio to 2.75 to 1.00 until the earlier of January 1, 2027 or the effective date of the Merger with American Woodmark. The aforementioned changes to the net leverage ratio and minimum interest coverage ratio as part of the Second Amendment are no longer in place as of the effective date of the Merger with American Woodmark on May 28, 2026. The Company was in compliance with all of its debt covenants as of June 28, 2026. The Company previously amended its 2024 Credit Agreement on November 3, 2025 to obtain $375.0 million of delayed draw Term Loan A commitments, the funding of which was dependent on the closing of the Merger. Effective as of the Closing Date, the $375.0 million of delayed draw Term Loan A commitments was used to repay and terminate American Woodmark’s existing indebtedness of $367.5 million, with the remaining funds used to reimburse MasterBrand for fees and expenses previously paid in connection with the First Amendment and the Merger. The interest rate of the delayed draw Term Loan A is a variable rate based on the SOFR, plus, a margin depending on the Company’s net leverage ratio. The delayed draw Term Loan A will have a maturity coterminous with the revolving credit facility under the 2024 Credit Agreement in June 2029, and there were no material changes to the covenants in place under the 2024 Credit Agreement as a result of this amendment. Quarterly payments are required under the First Amendment, ranging from 1.25 percent to 1.875 percent of the aggregate principal amount of all delayed draw Term Loan A commitments, beginning in September 2026 and recurring through June 2029. As of June 28, 2026, we had $1,390.3 million outstanding in third-party borrowings, net of deferred financing fees. 33 Table of Contents Cash Flows Below is a summary of cash flows for the twenty-six weeks ended June 28, 2026 and June 29, 2025. Twenty-six Weeks Ended (U.S. Dollars presented in millions) June 28, 2026 June 29, 2025 Net cash provided by operating activities $ 5.8 $ 53.4 Net cash used in investing activities (353.4) (24.3) Net cash provided by (used in) financing activities 404.6 (34.0) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 0.7 4.0 Net increase (decrease) in cash, cash equivalents and restricted cash $ 57.7 $ (0.9) Net cash provided by operating activities was $5.8 million in the first half of 2026 as compared to $53.4 million in the first half of 2025. Net loss decreased operating cash flow by $73.0 million in the first half of 2026, compared to net income of $50.6 million in the first half of 2025. In the first half of 2026, accounts receivable increased $6.3 million from the fiscal 2025 ending balance, compared to an increase of $26.9 million in the first half of 2025. In the first half of 2026, inventory decreased $7.5 million, as compared to a decrease in inventory of $0.2 million in the first half of 2025. In the first half of 2026, accounts payable increased $3.4 million compared to a decrease of $5.5 million in the first half of 2025. Net cash used in investing activities was $353.4 million in the first half of 2026, compared to $24.3 million in the first half of 2025. The year-over-year increase is due to the acquisition of American Woodmark, net of cash acquired, of $330.3 million, partially offset by decreased capital expenditures as compared to the prior year. Net cash provided by financing activities was $404.6 million in the twenty-six weeks ended June 28, 2026 as compared to net cash used in financing activities of $34.0 million in the twenty-six weeks ended June 29, 2025. The twenty-six weeks ended June 28, 2026 included the issuance of our Term Loan A of $375.0 million, which was used to repay and terminate American Woodmark’s existing indebtedness. The twenty-six weeks ended June 28, 2026 also included net borrowings on our revolving credit facility of $40.0 million, while the twenty-six weeks ended June 29, 2025 included net repayments on our revolving credit facility of $10.0 million. The twenty-six weeks ended June 29, 2025 also includes $18.1 million of stock repurchases made under the $50.0 million stock repurchase programs. We believe that our cash and cash equivalent balances, along with available cash from operating cash flows and credit facilities, will be adequate to fund our typical needs, including working capital requirements and projected capital expenditures. We also believe we have access to additional funds from capital markets to fund strategic initiatives. RECENTLY ISSUED ACCOUNTING STANDARDS As discussed in Note 2, "Recently Issued Accounting Standards," of our unaudited condensed consolidated financial statements, there are no recently issued accounting pronouncements that we have adopted and which have had a material effect on our results of operations, cash flows or financial condition. CRITICAL ACCOUNTING ESTIMATES The condensed consolidated financial statements are prepared in accordance with GAAP, which requires us to make certain estimates and assumptions that affect reported amounts of assets and liabilities and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. Our critical accounting estimates requiring significant judgment that could materially impact our results of operations, financial position and cash flows are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025. Since the date of the Company’s most recent Annual Report, there have been no material changes in our critical accounting estimates or assumptions. 34 Table of Contents