mbc-20250928

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended September 28, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-41545

MasterBrand, Inc.

(Exact name of registrant as specified in its charter)


Delaware			88-3479920
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3300 Enterprise Parkway, Suite 300 Beachwood, Ohio			44122
(Address of principal executive offices)			(Zip Code)

877-622-4782

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Common Stock, par value $0.01 per share	MBC	New York Stock Exchange
(Title of each class)	(Trading Symbol)	(Name of each exchange on which registered)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had outstanding 126,779,371 shares of common stock as of October 31, 2025.

Table of Contents


			Page No
Part I - Financial Information			1
Item 1. Financial Statements (Unaudited)			1
Condensed Consolidated Statements of Income			1
Condensed Consolidated Statements of Comprehensive Income			2
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Cash Flows			4
Condensed Consolidated Statements of Equity			5
Notes To Unaudited Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			35
Item 4. Controls and Procedures			35
Part II - Other Information			36
Item 1. Legal Proceedings			36
Item 1A. Risk Factors			36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			36
Item 3. Defaults Upon Senior Securities			36
Item 4. Mine Safety Disclosures			37
Item 5. Other Information			37
Item 6. Exhibits			38
Signatures			39

Table of Contents

Part I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (Unaudited)

MasterBrand, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	13 Weeks Ended				39 Weeks Ended
(U.S. Dollars presented in millions, except per share amounts)	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
NET SALES	$	698.9	$	718.1	$	2,090.1	$	2,032.7
Cost of products sold	480.7		480.1		1,430.0		1,359.0
GROSS PROFIT	218.2		238.0		660.1		673.7
Selling, general and administrative expenses	167.5		166.3		480.9		450.8
Amortization of intangible assets	6.4		6.3		19.2		13.7

Restructuring charges	2.6		7.8		13.9		11.0
OPERATING INCOME	41.7		57.6		146.1		198.2

Interest expense	18.2		20.0		56.5		54.7
Other expense (income), net	0.1		(1.8)		(0.1)		(5.0)
INCOME BEFORE TAXES	23.4		39.4		89.7		148.5
Income tax expense	5.3		10.3		21.0		36.6
NET INCOME	$	18.1	$	29.1	$	68.7	$	111.9
Average Number of Shares of Common Stock Outstanding
Basic	126.7		127.1		127.0		127.0
Diluted	129.5		130.8		129.7		130.8
Earnings Per Common Share
Basic	$	0.14	$	0.23	$	0.54	$	0.88
Diluted	$	0.14	$	0.22	$	0.53	$	0.86

See notes to unaudited condensed consolidated financial statements

Table of Contents

MasterBrand, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	13 Weeks Ended				39 Weeks Ended
(U.S. Dollars presented in millions)	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
NET INCOME	$	18.1	$	29.1	$	68.7	$	111.9
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	(0.1)		(4.0)		13.6		(15.8)
Unrealized gains (losses) on derivatives:
Unrealized holding gains (losses) arising during period	2.5		(4.1)		9.3		(8.0)
Less: reclassification adjustment for (gains) losses included in net income	(2.2)		2.0		0.5		0.7
Unrealized gains (losses) on derivatives	0.3		(2.1)		9.8		(7.3)
Defined benefit plans:
Pension settlement gain	—		—		5.6		—
Amortization of net actuarial loss	—		—		0.2		—
Defined benefit plans	—		—		5.8		—
Other comprehensive income (loss), before tax	0.2		(6.1)		29.2		(23.1)
Income tax expense related to items of other comprehensive income	—		—		(1.4)		—
Other comprehensive income (loss), net of tax	0.2		(6.1)		27.8		(23.1)
COMPREHENSIVE INCOME	$	18.3	$	23.0	$	96.5	$	88.8

See notes to unaudited condensed consolidated financial statements

Table of Contents

MasterBrand, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(U.S. Dollars presented in millions)	September 28, 2025		December 29, 2024
ASSETS
Current assets
Cash and cash equivalents	$	114.8	$	120.6
Accounts receivable, net	218.4		191.0
Inventories	272.4		276.4
Other current assets	84.4		62.7
TOTAL CURRENT ASSETS	690.0		650.7
Property, plant and equipment, net of accumulated depreciation	481.1		481.5
Operating lease right-of-use assets, net of accumulated amortization	113.3		66.4
Goodwill	1,126.9		1,125.8
Other intangible assets, net of accumulated amortization	553.3		571.3
Other assets	37.3		34.1
TOTAL ASSETS	$	3,001.9	$	2,929.8
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	182.5	$	180.7

Current operating lease liabilities	19.7		19.5
Other current liabilities	167.7		195.2
TOTAL CURRENT LIABILITIES	369.9		395.4
Long-term debt	954.1		1,007.8
Deferred income taxes	172.5		158.7
Pension and other postretirement plan liabilities	3.6		3.2
Operating lease liabilities	102.4		55.0
Other non-current liabilities	15.9		15.0
TOTAL LIABILITIES	1,618.4		1,635.1
Contingencies and Accrued Losses (Note 14)
Equity
Common stock (par value $0.01 per share; authorized 750.0 million shares; 131.8 million issued and 126.7 million outstanding as of September 28, 2025; 130.9 million issued and 127.6 million outstanding as of December 29, 2024)	1.3		1.3
Paid-in capital

SEC Form 10-Q filed by MasterBrand Inc.