MasterBrand (MBC) 8-K/AFinancial Statements and Exhibits

On July 10, 2024, MasterBrand Cabinets LLC ("Merger Sub"), a Delaware limited liability company and a wholly-owned subsidiary of MasterBrand, Inc. a Delaware corporation (“MasterBrand” or the “Company”) completed its previously announced acquisition of Dura Investment Holdings LLC, a Delaware limited liability company (“Dura”), pursuant to an Agreement and Plan of Merger (the “Agreement”), dated as of May 20, 2024, as amended by Amendment No.1, dated July 9, 2024 (the "Amendment" and the Agreement as amended by the Amendment, the "Amended Merger Agreement").

Pursuant to the Amended Merger Agreement, MasterBrand acquired Dura for a purchase price of $520 million in cash, subject to customary adjustments as set forth in the Amended Merger Agreement, via a merger whereby Merger Sub merged with and into Dura (the “Merger”) with Dura surviving the Merger as a wholly-owned subsidiary of MasterBrand (the “Acquisition”).

On July 11, 2024, MasterBrand filed its Current Report on Form 8-K (the “Initial 8-K”) to report the completion of the Acquisition on July 10, 2024. Under Item 9.01 of the Initial 8-K, MasterBrand stated that (a) the financial statements of the business acquired required by Item 9.01(a) would be filed by amendment to the Initial 8-K no later than 71 calendar days after the date on which the Initial 8-K was required to be filed, and (b) the pro forma financial information required by Item 9.01(b) would be filed by amendment to the Initial 8-K no later than 71 calendar days after the date on which the Initial 8-K was required to be filed. Accordingly, this Current Report on Form 8-K/A amends Item 9.01 of the Initial 8-K to present certain financial statements and certain pro forma financial information. Except for this Explanatory Note, the filing of the financial statements and the pro forma financial information required by Item 9.01, and the consent of Deloitte & Touche LLP filed herewith as Exhibit 23.1, there are no changes to the Initial 8-K.

The unaudited pro forma condensed combined financial information included in this amendment to the Initial 8-K are presented for illustrative purposes only, contain a variety of adjustments, assumptions and estimates, and are not necessarily indicative of what the combined Company’s actual financial position or results of operations would have been had the Acquisition been completed on the date indicated. The combined Company’s actual results and financial position may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this amendment to the Initial 8-K. Important factors that may affect actual results include, but are not limited to, risks and uncertainties relating the Company’s or Dura’s business, as applicable (including each company’s ability to achieve strategic goals, objectives, and targets over applicable periods), industry performance, and general business and economic conditions.

The audited financial statements of Dura as of and for the fiscal year ended December 31, 2023, including the related notes thereto, are filed herewith as Exhibit 99.1.

The unaudited financial statements of Dura as of and for the six months ended June 30, 2024, including the related notes thereto, are filed herewith as Exhibit 99.2.

The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2024, and the unaudited pro forma condensed combined statements of operations of the Company for the twenty-six weeks ended June 30, 2024 and the fiscal year ended December 31, 2023, including the related notes thereto, giving effect to the Acquisition are filed herewith as Exhibit 99.3. The unaudited pro forma financial information gives effect to the Acquisition on the basis of, and subject to, the assumptions set forth in accordance with Article 11 of Regulation S-X.