What the changes say
- MasterBrand faces new risks around AI integration and a pending merger with American Woodmark.
- Concentration remains high, with Lowe’s and Home Depot generating 33 percent of net sales.
- Supply chain efficiency risks now explicitly highlight the impact of tariffs.
What changed since the prior 10-K
New
- NewRisks Related to Our Operations
Use of artificial intelligence in our operations could result in reputational or competitive harm, legal or regulatory liability and adverse impacts on our financial performance
Incorporating AI solutions into our operations introduces technical complexities, competitive disadvantages if rivals adopt AI faster, and cybersecurity vulnerabilities involving sensitive data.
- NewRisks Related to Our Operations
On August 5, 2025, the Company and Merger Sub entered into an Agreement and Plan of Merger with American Woodmark, providing for Merger Sub, at closing, to merge with and into American Woodmark with American Woodmark surviving as a wholly owned subsidiary of the Company
Our pending merger with American Woodmark, announced August 5, 2025, is subject to regulatory approvals and closing conditions that may cause delays, significant costs, and business disruption.
Dropped
- DroppedRisks Related to Our Operations
Our pension costs and funding requirements could increase as a result of volatility in the financial markets and changes in interest rates and actuarial assumptions, or the decision to transfer administration of the pension plan to a third-party
- DroppedRisks Related to the Separation and Distribution
We have a short operating history as an independent, publicly-traded company, and our historical consolidated financial statements are not necessarily representative of the results we would have achieved as an independent, publicly-traded company and may not be reliable indicators of our future results
- DroppedRisks Related to the Separation and Distribution
Following the Separation, our financial profile has changed, and we are a smaller, less diversified company than Fortune Brands prior to the Separation
- DroppedRisks Related to the Separation and Distribution
The terms we received in our agreements with Fortune Brands could be less beneficial than the terms we may have otherwise received from unaffiliated third parties, and Fortune Brands may fail to perform under such agreements
- DroppedRisks Related to Our Common Stock
from removing directors other than “for cause”; and rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings
Reworded
- 61% rewrittenRisks Related to Our Common Stock
Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws and provisions of Delaware law may prevent or delay an acquisition of us, even if that change may be considered beneficial by some of our shareholders
Updated stockholder references to shareholder terminology throughout governance provisions.
Was: Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws and provisions of Delaware law may prevent or delay an acquisition of us, even if that change may be considered beneficial by some of our stockholders
- 40% rewrittenRisks Related to Our Operations
We manufacture, source and sell products internationally and are exposed to risks associated with doing business globally, including risks associated with uncertain trade environments
Added anti-dumping and countervailing duties to international trade regulation and administrative proceeding risks.
- 39% rewrittenRisks Related to Our Operations
Our success depends in part on the efforts and abilities of qualified personnel at all levels, including our senior management team and other key associates. Their motivation, skills, experience, contacts and industry knowledge significantly benefit our operations and administration
Updated collective bargaining agreement date to December 28, 2025, covering approximately 32 percent of associates.
- 38% rewrittenRisks Related to Our Operations
Risks associated with our ability to improve organizational productivity and global supply chain efficiency and flexibility could adversely affect our financial performance
Added the impact of tariffs as a specific manufacturing, supply, and distribution difficulty.
Was: Risks associated with our ability to improve organizational productivity and global supply chain efficiency and flexibility could adversely affect our results of operations
- 36% rewrittenRisks Related to Our Industry
The loss of any of our significant customers or a reduction in the quantity of products they purchase could affect our financial health
Updated top ten customer concentration to 50 percent for 2025 and Lowe's and Home Depot concentration to 33 percent.
- 34% rewrittenRisks Related to Litigation and Regulations
Changes in tax laws or regulations may have a negative impact on our financial performance
Maintained tax law risks referencing 2024 OECD Pillar Two enactments.
Was: Changes in tax laws or regulations may have a negative impact on our results of operations
- 31% rewrittenRisks Related to Our Operations
We have debt obligations, and may in the future incur additional debt obligations, that could adversely affect our business and profitability and our ability to meet our other obligations
Added a pending Term Loan A dependent on the closing of the American Woodmark merger.
- 22% rewrittenRisks Related to Litigation and Regulations
Corporate Sustainability and Responsibility (“CSR”) matters may adversely impact our business and reputation and we may be required to make material expenditures to respond to customer needs and investor expectations regarding CSR matters
Replaced ESG terminology references with Corporate Sustainability and Responsibility.
Was: ESG matters may adversely impact our business and reputation and we may be required to make material expenditures to respond to customer needs and investor expectations regarding ESG matters
All 36 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Industry
- 01We face competition with respect to some of our products from competitors who operate in countries with lower labor and compliance costs. These competitors may also benefit from certain local government subsidies or other incentives that are not available to us
- 02We could lose market share if we do not successfully develop new products or processes or improve existing products or processes
- 03Our businesses rely on the performance of dealers, retailers and other marketing arrangements and could be adversely affected by poor performance or other disruptions impacting our distribution channels and customers
- 04The loss of any of our significant customers or a reduction in the quantity of products they purchase could affect our financial health36% rewritten
- 05Certain of our customers may expand through consolidation and internal growth, which may increase their buying power. The increased size of our customers could have an adverse effect on our financial performance
- 06Failure to maintain the performance, reliability and quality of our products, or to timely deliver our products, could have an adverse effect on our financial performance
Risks Related to Our Operations
- 07Risks associated with our ability to improve organizational productivity and global supply chain efficiency and flexibility could adversely affect our financial performance38% rewritten
- 08Risks associated with global commodity and energy availability and price volatility, as well as the possibility of sustained inflation, could adversely affect our financial performance
- 09Our success depends in part on the efforts and abilities of qualified personnel at all levels, including our senior management team and other key associates. Their motivation, skills, experience, contacts and industry knowledge significantly benefit our operations and administration39% rewritten
- 10Future global pandemics would likely cause disruptions to our business and financial performance
- 11Data privacy considerations could impact our business
- 12We manufacture, source and sell products internationally and are exposed to risks associated with doing business globally, including risks associated with uncertain trade environments40% rewritten
- 13Disruption of operations could adversely affect our profitability and competitive position
- 14Use of artificial intelligence in our operations could result in reputational or competitive harm, legal or regulatory liability and adverse impacts on our financial performanceNew
- 15Inability to obtain raw materials and finished goods in a timely and cost-effective manner from suppliers could adversely affect our ability to manufacture and market our products
- 16We are dependent on third-party suppliers and service providers
- 17Risks associated with strategic acquisitions and joint ventures could adversely affect our financial performance
- 18Impairment charges could have a material adverse effect on our financial results
- 19We have debt obligations, and may in the future incur additional debt obligations, that could adversely affect our business and profitability and our ability to meet our other obligations31% rewritten
- 20On August 5, 2025, the Company and Merger Sub entered into an Agreement and Plan of Merger with American Woodmark, providing for Merger Sub, at closing, to merge with and into American Woodmark with American Woodmark surviving as a wholly owned subsidiary of the CompanyNew
Risks Related to Litigation and Regulations
- 21Changes in government and industry regulatory standards could adversely affect our financial performance
- 22Potential liabilities and costs from claims and litigation could adversely affect our financial performance
- 23Failure to comply with laws, government regulations and other requirements could adversely affect our financial performance
- 24In addition to complying with current requirements and known future requirements, we may be subject to new or more stringent requirements in the future
- 25We may be subject to significant compliance costs, as well as liabilities under environmental, health and safety laws and regulations
- 26Climate change and related legislative and regulatory initiatives could adversely affect our business and financial performance
- 27Corporate Sustainability and Responsibility (“CSR”) matters may adversely impact our business and reputation and we may be required to make material expenditures to respond to customer needs and investor expectations regarding CSR matters22% rewritten
- 28Changes in tax laws or regulations may have a negative impact on our financial performance34% rewritten
- 29Tax audits may result in findings that have a negative impact on our financial performance
- 30Our inability to secure and protect our intellectual property rights could negatively impact revenues and brand reputation
Risks Related to the Separation and Distribution
- 31Fortune Brands may fail to perform under various transaction agreements that were executed as part of the Separation, which could cause us to incur expenses or losses we would not otherwise incur
- 32If the Distribution, together with certain related transactions, were to fail to qualify as tax-free for U.S. federal income tax purposes, then we, Fortune Brands and our shareholders could be subject to significant tax liability or tax indemnity obligations
Risks Related to Our Common Stock
- 33The market price of our shares of common stock may fluctuate significantly
- 34Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws and provisions of Delaware law may prevent or delay an acquisition of us, even if that change may be considered beneficial by some of our shareholders61% rewritten
- 35Our charter contains an exclusive forum provision that may discourage lawsuits against us and our directors and officers
- 36We cannot guarantee that our stock repurchase program will be fully consummated or will enhance long-term shareholder value, and stock repurchases could increase the volatility of our stock price and could diminish our cash reserves
Other MasterBrand 10-Ks
- FY2024 10-K risk factors39 risks
Customer concentration is high, with Lowe’s and The Home Depot providing 37 percent of net sales.
Filed Feb 19, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.