MasterBrand, Inc.

Good morning and welcome to today's joint conference call hosted by Masterbrand Inc. and American Woodmark Corporation to discuss proposed merger between the two companies. This call will also include Masterbrand's second quarter 2025 earnings conference call, which is previously scheduled for August 6 at 430 Eastern Standard Time. In addition, American Woodmark will provide commentary on select preliminary first quarter fiscal 2026 financial results, which were announced earlier today in connection with the proposed transaction. During the company's prepared remarks, all participants will be in a listen-only mode. Following management's closing remarks, callers are invited to participate in a question and answer session. Please note that this conference call is being recorded. I will now pass the call over to Henry Harrison, Senior Director of FP&A and Masterbrand. Sir, the floor is yours.

Thank you and good morning. With me on the call today are Dave Banyard, President and Chief Executive Officer of Masterbrand, Scott Colgareth, President and Chief Executive Officer of American Woodmark, and Annie Simon, Executive Vice President and Chief Financial Officer of Masterbrand. Masterbrand and American Woodmark issued a joint press release earlier this morning regarding their definitive agreement to combine in an all-stock transaction. Additionally, Masterbrand issued a separate press release earlier this morning disclosing its second quarter 2025 financial results. The joint press release and investor presentation that will be used on today's call are available on the investor section of each company's website at Masterbrand.com and American Woodmark.com. The Masterbrand earnings investor presentation is also available on the investor section of Masterbrand's website at Masterbrand.com. I would like to remind you that this call will include forward-looking statements and either our prepared remarks or the associated question and answer session. These forward-looking statements are based on current expectations and market outlook and are subject to certain risks and uncertainties that may cause actual results different materially from those currently anticipated. Additional information regarding these factors appears in the section entitled Forward-Looking Statements and the Joint Press Release Issued by Masterbrand and American Woodmark Earlier This Morning and in the section entitled Forward-Looking Statements and the Press Release Issued by Masterbrand Earlier This Morning Disclosing Masterbrand's Second Quarter 2025 Financial Results. More information about risks can be found in Masterbrand's filings with the Securities and Exchange Commission, including under the heading Risk Factors and Masterbrand's Full Year 2024 Form 10-K and updated as necessary in its subsequent 2025 Form 10-Qs, which are or will be available once filed at sec.gov and at masterbrand.com and in American Woodmark's filings with the Security and Exchange Commission, including under the heading Risk Factors in its fiscal 2025 Form 10-K and updated as necessary and in subsequent fiscal 2026 Form 10-Qs, which are or will be available once at americanwoodmark.com. The forward-looking statements in this call speak only as of today and neither Masterbrand nor American Woodmark undertakes any obligation to update or revise any of these statements, except as required by law. Today's discussion includes certain non-GAAP financial measures. Please refer to the reconciliation tables, which in the case of Masterbrand are in the Press Release issued earlier this morning disclosing Masterbrand's Second Quarter 2025 Financial Results, which is available at masterbrand.com. And in the case of American Woodmark are in the Joint Press Release issued by Masterbrand and American Woodmark earlier this morning, which is available at masterbrand.com and americanwoodmark.com. Our prepared remarks today will include a discussion on the transaction for Masterbrand President and CEO Dave Banyard, American Woodmark President and CEO Scott Colgret, and Masterbrand Executive Vice President and CFO Andy Simon, as well as an overview of American Woodmark Select Preliminary First Quarter Fiscal 2026 Financial Results, followed by a discussion of Masterbrand Second Quarter 2025 Financial Results from Dave Banyard and Andy Simon, along with Masterbrand's 2025 Financial Outlook. Finally, Dave Banyard will make some closing remarks before we host a question and answer session. With that, let me turn the call over to Masterbrand President and CEO Dave Banyard.

Thanks, Henry, and good morning, everyone. We appreciate you joining us for today's call on short notice. I'm very pleased to be here today alongside the President and CEO of American Woodmark, Scott Colgret, and Masterbrand CFO Andy Simon to discuss Masterbrand and American Woodmark's definitive agreement to combine in an all-stock merger transaction that we believe will accelerate value delivery to customers, associates, and shareholders. This all-stock transaction is a transformative step forward for both companies and brings together two customer-centric platforms to create the industry's most comprehensive portfolio of trusted cabinet brands and products across a broad price spectrum, delivering even better overall choice, service, and value to customers and consumers. Masterbrand and American Woodmark bring highly complementary strengths, strong and broad portfolios of world-class cabinet brands and products, and streamlined low-cost manufacturing profiles. Importantly, both Masterbrand and American Woodmark are long-established American companies, with the vast majority of manufacturing operations based in the United States, a key differentiator we believe will enable the combined entity to compete more effectively in today's complex and evolving market environment. Through our combined strengths and resources, we are confident in our ability to unlock and deliver meaningful value with speed, agility, and diligence. With the industry's most comprehensive product and brand portfolio, broader geographic reach, enhanced support and marketing capabilities, and greater operational flexibility, we believe the combined company will be well positioned to drive accelerated growth and innovation while optimizing the customer and consumer experience. Further, we have strong complementary cultures, which are rooted in a shared commitment to customer focus and operational excellence. This positions us well to deliver value. We expect to realize, following close, approximately $90 million in run rate cost synergies by the end of year three, and for the transaction to be accreted to adjusted diluted earnings per share in year two, while generating significant cash flow. Combining the resources of both Masterbrand and American Woodmark is expected to enable increased investments in next generation automation to drive further efficiencies, advance production innovation, and provide an enhanced customer experience. Before I turn it over to American Woodmark President and CEO Scott Colbrith, I'd like to give an overview of the transaction terms. Under the terms of the agreement, American Woodmark shareholders will receive 5.15 shares of Masterbrand common stock for each share of American Woodmark common stock owned at the closing of the transaction. Upon closing of the transaction, which we expect to occur in early 2026, subject to shareholder approvals and receipt of regulatory approval, Masterbrand shareholders will own approximately 63%, and American Woodmark shareholders will own approximately 37% of the combined company on a fully diluted basis. Masterbrand's board will expand to 11 total directors with eight directors from the current Masterbrand board and three directors from the current American Woodmark board following close. I will serve as CEO and Masterbrand non-executive chairman David Petratus will remain as chairman of the board for the combined company, which will be called Masterbrand. The combined company will be headquartered in Beachwood, Ohio, and will maintain a significant presence in Winchester, Virginia. With that, I'll turn it over to Scott.