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v3.26.1

Debt | 6 Months Ended
--- | ---
Jun. 28, 2026
Debt Disclosure [Abstract] |
Debt | Debt The following table provides a summary of the Company’s debt as of June 28, 2026 and December 28, 2025, including the carrying value of the debt less debt issuance costs:
|  | June 28, 2026 |  |  |  | December 28, 2025
(U.S. Dollars presented in millions) |  | Current |  | Long-term |  |  |  | Long-term
Term loan A due June 2029 |  | $ | 18.8 |  |  | $ | 356.2 |  |  |  |  | $ | — |
Revolving credit facility due June 2029 |  | — |  |  | 325.0 |  |  |  |  | 285.0 |
7.00% Senior Notes due 2032 |  | — |  |  | 700.0 |  |  |  |  | 700.0 |
|  | 18.8 |  |  | 1,381.2 |  |  |  |  | 985.0 |
Less: Unamortized debt issuance costs |  | — |  |  | (9.7) |  |  |  |  | (10.5) |
Total |  | $ | 18.8 |  |  | $ | 1,371.5 |  |  |  |  | $ | 974.5 |
2024 Refinancing Transaction On June 27, 2024, the Company completed a private offering (the “Offering”) of $700.0 million aggregate principal amount of 7.00 percent Senior Notes due 2032 (the “Senior Notes”) and entered into an amended and restated credit agreement (the “2024 Credit Agreement”), which amended and restated the Company’s 2022 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 Dura Investment Holdings LLC, the parent company of Supreme on July 10, 2024, and (3) pay all fees and expenses related to the foregoing transactions. The Senior Notes were issued under the Indenture dated as of June 27, 2024 (the “Indenture”) at par. The Senior Notes are the Company’s unsecured and unsubordinated debt obligations and are guaranteed, on a senior unsecured basis, by each of the Company’s existing and future subsidiaries that are borrowers under or guarantors of the 2024 Credit Agreement. 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 Senior Notes had an outstanding balance of $700.0 million as of June 28, 2026. As of June 28, 2026, prepaid debt issuance costs related to the Senior Notes were $9.7 million and are being amortized over the term of the debt. These costs are included in long-term debt in our condensed consolidated balance sheets. The 2024 Credit Agreement provides for a 5-year, $750.0 million revolving credit facility. The revolving credit facility 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 under 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 JPMorgan Chase Bank, N.A., as administrative agent 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 also pays 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 amended its 2024 Credit Agreement on March 26, 2026 (the “Second Amendment”), 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. As of June 28, 2026, prepaid debt issuance costs related to the Second Amendment, which are amortized over the term of the debt, totaled $1.0 million which has been included in other assets in our condensed consolidated balance sheet. The Company was in compliance with all of its debt covenants as of June 28, 2026 and December 28, 2025. 2025 Refinancing Transaction The Company previously amended its 2024 Credit Agreement on November 3, 2025 (the “First Amendment”) 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 Term Loan A is a variable rate based on SOFR, plus a margin depending on the Company’s net leverage ratio. The 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, pr epaid debt issuance costs related to the First Amendment, which are amortized over the term of the debt, totaled $2.1 million, of which $0.7 million has been included in other current assets, and $1.4 million has been included in other assets in our condensed consolidated balance sheet. Availability under the $750.0 million revolving credit facility is reduced by the outstanding balance under the revolving credit facility and outstanding letters of credit. The revolving credit facility had an outstanding balance of $325.0 million as of June 28, 2026 and had $393.9 million of availability. As of June 28, 2026, prepaid debt issuance costs related to the 2024 Credit Agreement were $3.1 million and are being amortized over the term of the debt. These costs are included in other assets in our condensed consolidated balance sheet. Interest paid on debt was $7.8 million and $37.6 million for the thirteen and twenty-six weeks ended June 28, 2026, respectively, and $6.0 million and $39.4 million for the thirteen and twenty-six weeks ended June 29, 2025, respectively.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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