Exhibit 99.1

MasterBrand, Inc.

INFORMATION STATEMENT

Distribution of Common Stock of MasterBrand, Inc.

by

FORTUNE BRANDS HOME & SECURITY, INC.

to

FORTUNE BRANDS HOME & SECURITY, INC. STOCKHOLDERS

Fortune Brands Home & Security, Inc. (“Fortune Brands”) is furnishing this Information Statement to holders of Fortune Brands common stock in connection with the distribution by Fortune Brands of all of the issued and outstanding shares of common stock of MasterBrand, Inc. (“MasterBrand”). As of the date of this Information Statement, Fortune Brands owns all of the outstanding common stock of MasterBrand.

Fortune Brands expects that the distribution will be made on December 14, 2022 on a pro rata basis to the holders of record of Fortune Brands common stock as of 5:00 p.m., Central Time, on December 2, 2022, which is the record date. If you are a record holder of Fortune Brands common stock at 5:00 p.m., Central Time, on the record date, you will be entitled to receive one share of MasterBrand common stock for each share of Fortune Brands common stock you hold on that date. No fractional shares of MasterBrand common stock will be distributed in connection with the distribution. Instead, the Distribution Agent (as defined below) will aggregate all fractional shares into whole shares and sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to each Fortune Brands stockholder who would otherwise have been entitled to receive a fractional share in the distribution. As discussed under “The Separation,” if you sell your shares of Fortune Brands common stock in the “regular way” market after the close of business on the record date and up to and including the distribution date, you will be selling your right to receive shares of MasterBrand common stock in the distribution. Because MasterBrand shares will only be maintained in book-entry form, you will not receive a stock certificate representing your interest in MasterBrand.

The distribution is expected to be generally tax-free for U.S. federal income tax purposes to Fortune Brands, MasterBrand and Fortune Brands stockholders. You should consult your own tax advisor as to the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local and non-U.S. tax laws.

You will not be required to make any payment for any shares of MasterBrand common stock that you will receive in the distribution, nor will you be required to surrender or exchange your shares of Fortune Brands common stock or take any other action in order to receive shares of MasterBrand common stock in the distribution. No vote or further action of Fortune Brands stockholders is required in connection with the distribution.

We are not asking you for a proxy, and you are requested not to send us a proxy.

There is no current trading market for MasterBrand common stock. However, we expect that a limited market, commonly known as a “when-issued” trading market, for MasterBrand common stock will develop three trading days prior to the Distribution Date (as defined below), and we expect that “regular way” trading of MasterBrand common stock will begin the first trading day following the Distribution Date. We have applied to have MasterBrand common stock authorized for listing on the New York Stock Exchange under the symbol “MBC”.

In reviewing this Information Statement, you should carefully consider the matters described in the section entitled “Risk Factors” beginning on page 27 of this Information Statement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved these securities or determined if this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense.

This Information Statement is not an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this Information Statement is December 1, 2022

A Notice of Internet Availability of Information Statement Materials containing instructions describing how to access this Information Statement was first mailed to Fortune Brands stockholders on or about December 7, 2022.

TABLE OF CONTENTS

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NOTE REGARDING CERTAIN DEFINED TERMS

We use the following terms throughout this Information Statement:

Unless the context otherwise requires, “we,” “us,” “our,” the “Company,” “Cabinets,” the “Cabinets segment” and “MasterBrand” refer to MasterBrand, Inc., and its consolidated subsidiaries, which immediately before the Distribution (as defined below) holds, through its subsidiaries, all of the assets and liabilities of the Cabinets segment of Fortune Brands (as defined below). The Cabinets segment had historically been operated by MasterBrand Cabinets, Inc. (“MBCI”). In July 2022, Fortune Brands incorporated MasterBrand in the State of Delaware and subscribed to all of the shares of MasterBrand’s common stock upon its incorporation. Following the incorporation of MasterBrand, the following occurred: (1) Fortune Brands contributed all of the issued and outstanding shares of capital stock of MBCI to MasterBrand, resulting in MBCI becoming a subsidiary of MasterBrand through a transaction between entities under common control; and (2) MBCI was converted into a Delaware limited liability company, MasterBrand Cabinets LLC (“MBC LLC”).

“Fortune Brands” refers to Fortune Brands Home & Security, Inc. and its consolidated subsidiaries including the Cabinets segment prior to completion of the Separation and Distribution and excluding the Cabinets segment following the completion of the Separation and Distribution. It is anticipated that, following the Separation, Fortune Brands will change its name to “Fortune Brands Innovations, Inc.”

“Distribution” refers to the distribution of all of the shares of MasterBrand common stock owned by Fortune Brands to stockholders of Fortune Brands as of the Record Date (as defined below).

“Distribution Date” means the date on which the Distribution occurs.

“Record Date” means 5:00 p.m., Central Time, on December 2, 2022.

“Separation” refers to the spin-off of the MasterBrand business from Fortune Brands and the creation of an independent, publicly-traded company holding the MasterBrand business. The Separation will be effectuated through a pro rata distribution of shares of MasterBrand common stock to Fortune Brands stockholders as of the Record Date.

FINANCIAL STATEMENT PRESENTATION

This Information Statement includes certain historical consolidated financial statements and other data for MasterBrand and its subsidiaries. The Cabinets segment had historically been operated by MBCI. In July 2022, Fortune Brands incorporated MasterBrand in the State of Delaware and subscribed to all of the shares of MasterBrand’s common stock upon its incorporation. Following the incorporation of MasterBrand, the following occurred: (1) Fortune Brands contributed all of the issued and outstanding shares of capital stock of MBCI to MasterBrand, resulting in MBCI becoming a subsidiary of MasterBrand through a transaction between entities under common control; and (2) MBCI was converted into a Delaware limited liability company, MBC LLC (collectively, the “Reorganization”). As a result, the historical activity of the Company is that of MBCI prior to the Reorganization and the Company’s equity structure has been retroactively recast to reflect that of MasterBrand which includes 5,000 authorized and 100 issued shares of its common stock. Previously, the equity structure of MBCI included 1,000 authorized and issued shares of common stock. All share and per share amounts for all periods presented in our consolidated financial statements and our unaudited condensed consolidated financial statements reflect the effects of the change in equity structure resulting from the Reorganization.

Our consolidated financial statements are based on a 52- or 53-week fiscal year ending on the last Sunday in December in each calendar year. Unless the context otherwise requires, references to years and quarters contained in this Information Statement pertain to our fiscal years and fiscal quarters. Additionally, unless the context otherwise requires, references in this Information Statement to: (1) “2022,” “fiscal 2022” or our “2022 fiscal year” refers to our 2022 fiscal year that is a 52-week period that will end on December 25, 2022;

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(2) “2021,” “fiscal 2021” or our “2021 fiscal year” refers to our 2021 fiscal year that was a 52-week period that ended on December 26, 2021; (3) “2020,” “fiscal 2020” or our “2020 fiscal year” refers to our 2020 fiscal year that was a 52-week period that ended on December 27, 2020; and (4) “2019,” “fiscal 2019” or our “2019 fiscal year” refers to our 2019 fiscal year that was a 52-week period that ended on December 29, 2019. Furthermore, unless the context otherwise requires, reference in this Information Statement to: (1) “the first three quarters of 2022” refers to the thirty-nine weeks ended September 25, 2022; and (2) “the first three quarters of 2021” refers to the thirty-nine weeks ended September 26, 2021.

INDUSTRY AND MARKET DATA

This Information Statement contains estimates regarding market and industry data that were obtained from internal Company estimates as well as third-party sources, such as market research, consultant surveys, publicly available information and industry publications and surveys. We believe the information provided or made available by these third-party sources is generally reliable. However, market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any statistical survey, interpretation or presentation of market data. As a result, you should be aware that market data set forth herein, and estimates and beliefs based on that data presented herein, may not be reliable. Unless identified as a third-party source, market data is based on internal company estimates and data. Similarly, internal company estimates, which we believe to be reliable, are based upon management’s knowledge of the industry as of the date of those estimates and have not been verified by any independent sources. Accordingly, we cannot guarantee the accuracy or completeness of any such information, and you should not place undue reliance on that information.

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Cabinet Industry Channel and Market Split

 

 

 

Source: Fortune Brands internal estimates.

We believe our position as the largest residential cabinet manufacturer in North America offers us significant competitive advantages to capture this expected growth. We benefit from economies of scale, including a comprehensive global supply network, sophisticated shipping and logistics platforms, and tailored channel management strategies. Our size and cross-channel relationships allow us real-time insights into suppliers, manufacturing efficiencies, channel partners, consumer trends and market dynamics.

The U.S. and Canadian cabinet market comprises both a handful of large cabinet manufacturers, as well many smaller regional manufacturers and local cabinet craftspeople. In addition, over the past 10 years, the industry has experienced increased competition from low-cost imports. We have been able to effectively respond to these imports through our transformation efforts, our focus on value-priced cabinets, and our investments in low-cost country manufacturing and sourcing.

Our Unique Strengths

We are the industry leader, driving strategic transformation to consistently deliver top-tier performance.

We are the largest manufacturer of residential kitchen and bath cabinetry in North America with a proven track record of strong financial performance. Our leadership is driven by our product breadth, extensive distribution network, flexible manufacturing and superior customer service capabilities. Through our multi-product portfolio and innovation leadership, we provide our channels and customers with products that incorporate the latest style and design trends across the pricing continuum. Our flexible and agile supply chain, optimized manufacturing network and superior transportation capabilities ensure that we can deliver our products on-time and in the quantities demanded by our customers. Our scaled platform and industry-leading customer service position us as a preferred partner by national dealers, retailers and builders throughout North America, and we are growing our e-commerce presence. We have leveraged these capabilities to develop meaningful partnerships within each channel and expect that our leadership position will allow us to continue to drive enhanced growth and profitability. Our business primarily relies on U.S. and Canadian home improvement, R&R and new home construction activity levels, all of which are impacted by risks associated with fluctuations in the housing market. Moreover, because the barriers to entry in the cabinetry business are relatively low, we may be challenged to maintain our leading market share due to lower cost manufacturers taking share in a more cost-aware environment. For more information, see “Risk Factors—Risks Related to Our Business—Risks Related to Our Industry” in this Information Statement.

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RISK FACTORS

Our business, the Separation and our common stock are subject to a number of risks and uncertainties. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Information Statement. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting our business, the Separation and our common stock. This Information Statement also contains forward-looking statements that involve risks and uncertainties. You should carefully read the section entitled “Cautionary Statement Concerning Forward-Looking Statements” in this Information Statement.

If any of the following events occur, our results of operations, cash flows and financial condition could be materially adversely affected, and the trading price of our common stock could materially decline.

Risks Related to Our Business

Risks Related to Our Industry

Our business primarily relies on U.S. and Canadian home improvement, R&R and new home construction activity levels, all of which are impacted by risks associated with fluctuations in the housing market. Downward changes in the general economy, the housing market, unfavorable interest rates or other business conditions could adversely affect our results of operations, cash flows and financial condition.

Our business primarily relies on home improvement, R&R, and new home construction activity levels, principally in the U.S. and Canada. The housing market is sensitive to changes in economic conditions and other factors, such as the level of employment, access to and the cost of labor, consumer confidence, demographic changes, consumer income, government tax programs, home prices, availability of financing, inflation and interest rate levels. Adverse changes in any of these conditions generally, or in any of the markets where we operate, could decrease demand and could adversely impact our businesses by: causing consumers to delay or decrease homeownership; making consumers more price conscious resulting in a shift in demand to smaller, less expensive homes; making consumers more reluctant to make investments in their existing homes or causing them to delay investments, including large kitchen and bath R&R projects; or making it more difficult to secure loans for renovations.

The cabinet industry is highly competitive with relatively low barriers to entry and market share losses could occur. Competition is further intensified during economic downturns. We compete with numerous large national and regional companies for, among other things, customers, raw materials, skilled management and labor resources.

The cabinet industry in which we operate is highly competitive. Additionally, there are few barriers to entry in the U.S. and Canadian cabinet markets and new competitors may enter these markets at any time. Since our competitors offer products that are similar to ours, we face significant price competition from our competitors, which tends to intensify during economic downturns. This price competition impacts our ability to implement price increases or, in some cases, such as during an economic downturn, maintain prices, which could lower our profit margins. Although we believe that competition in our businesses is based largely on product quality, consumer and trade brand reputation, customer service and product features, as well as fashion trends, innovation and ease of installation, price is a significant factor for consumers as well as our trade customers. Additionally, some of our competitors may resort to price competition to sustain or grow market share and manufacturing capacity utilization. Due to the highly competitive nature of the cabinets industry and the low barriers to entry in our markets, we are continually subject to the risk of losing market share, which may adversely affect our profitability and revenue levels, as well as our results of operations, cash flows and financial condition.

We also use e-commerce to sell our products. E-commerce brings an increased number of competitors and greater pricing transparency for consumers, which could affect our results of operations and financial position. In

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addition, our relationships with our customers, including our retailers, may be affected if we increase the amount of business we transact in the e-commerce channel.

Furthermore, we compete with numerous large national and regional companies for, among other things, customers, raw materials, skilled management and labor resources. We may face challenges in: (1) maintaining, developing or expanding our customer relationships; (2) sourcing raw materials on a timely basis or for a cost-effective price due to ongoing global supply chain issues and elevated inflation; and (3) attracting and retaining qualified personnel at all levels, including our senior management team and other key employees. Our failure to compete in any of these areas could adversely impact our results of operations, cash flows and financial condition.

We face competition with respect to some of our products from competitors 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.

We face competition with respect to some of our products from competitors in countries that have lower labor and compliance costs. Accordingly, these competitors may be able to produce their products at lower costs compared to the costs we incur to produce similar products. These competitors may also benefit from certain local government subsidies or other incentives which are not available to us. Such competitors may be able to offer lower prices for their products as compared to the prices we offer, which could harm our competitive position and result in the loss of our market share. Any of the foregoing could adversely impact our results of operations, cash flows and financial condition.

We could lose market share if we do not successfully develop new products or processes or improve existing products or processes.

Our success depends on meeting consumer needs and anticipating changes in consumer preferences with successful new products and product improvements. We aim to introduce products and new or improved production processes proactively to offset obsolescence and decreases in sales of existing products. We may not be successful in product development and our new products may not be commercially successful. In addition, it is possible that competitors may improve their products or processes more rapidly or effectively, which could adversely affect our sales. If the products we introduce do not gain widespread acceptance or if our competitors improve their products more rapidly or effectively than we do, we could lose market share or be required to reduce our prices, which could adversely impact our results of operations, cash flows and financial condition. Furthermore, market demand may decline as a result of consumer preferences trending away from our categories or trending down within our brands or product categories, which could adversely impact our results of operations, cash flows and financial condition.

Our businesses rely on the performance of dealers, retailers and other marketing arrangements and could be adversely affected by poor performance or other disruptions in our distribution channels and customers.

We rely on a distribution network comprised of consolidating customers. Any disruption to the existing distribution channels could adversely affect our results of operations, cash flows and financial condition. The consolidation of dealers or retailers or the financial instability or default of a dealer or one of its major customers could potentially cause such a disruption. In addition to our own sales force, we offer our products through a variety of third-party dealers and retailers. Many of our customers may also market other products that compete with our products. In addition, one or more retailers may stop carrying certain of our products, reduce the volume of purchases of our products and/or replace certain of our products with the products of our competitors. The loss or termination of, or significant reduction in sales to, one or more of our major dealers or retailers, the failure of one or more of our dealers or retailers to effectively promote our products, or changes in the financial or business condition of these dealers or retailers could adversely affect our ability to bring products to market and our results of operations, cash flows and financial condition.

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The loss of any of our significant customers or a reduction in the quantity of products they purchase could affect our financial health.

Our ten largest customers generated approximately 50% and 55% of our net sales for our 2021 fiscal year and the thirty-nine weeks ended September 25, 2022, respectively. The Home Depot, Inc. (“The Home Depot”) and Lowe’s Companies, Inc. (“Lowe’s”) comprised approximately 36% and 39% of our net sales for our 2021 fiscal year and the thirty-nine weeks ended September 25, 2022, respectively. We cannot guarantee that we will maintain or improve our relationships with these customers or that we will supply these customers at historical levels. Moreover, in the event of any downturn, some of our customers may exit or severely curtail activity in certain of our markets.

The loss of one or more of our significant customers or deterioration in our relations with any of them could significantly affect our results of operations, cash flows and financial condition. Furthermore, our customers are not required to purchase any minimum amount of products from us. The contracts into which we have entered with most of our customers typically provide that we supply particular products for a certain period of time when and if ordered by the customer. Should our customers purchase our products in significantly lower quantities than they have in the past, such decreased purchases could adversely impact our results of operations, cash flows and financial condition.

Certain 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 results of operations, cash flows and financial condition.

Certain of our significant customers are large companies with strong buying power, and our customers may expand through consolidation or internal growth. Consolidation could decrease the number of potential significant customers for our products and increase our reliance on key customers. Further, the increased size of our customers could result in our customers seeking more favorable terms, including pricing, for the products that they purchase from us. Accordingly, the increased size of our customers may further limit our ability to maintain or raise prices in the future. This could have an adverse effect on our results of operations, cash flows and financial condition.

Failure to maintain the performance, reliability and quality of our products, or to timely deliver our products, could have an adverse effect on our results of operations, cash flows and financial condition.

If our products have performance, reliability or quality problems, our reputation and brand equity, which we believe is a substantial competitive advantage, could be adversely affected. We may also experience increased and unanticipated warranty and service expenses. Furthermore, we manufacture a significant portion of our products based on the specific requirements of our customers, and delays in providing our customers the products and services they specify on a timely basis could result in reduced or canceled orders and delays in the collection of accounts receivable. Additionally, claims from our customers, with or without merit, could result in costly and time-consuming litigation that could require significant time and attention of management and involve significant monetary damages that could have an adverse effect on our results of operations, cash flows and financial condition.

Risks Related to Our Operations

Risks associated with our ability to improve organizational productivity and global supply chain efficiency and flexibility could adversely affect our results of operations, cash flows and financial condition.

If we are unable to obtain sufficient components or raw materials on a timely basis or for a cost-effective price or if we experience other manufacturing, supply or distribution difficulties, our business and results of operations may be adversely affected. We acquire our components and raw materials from many suppliers and vendors across the globe. We endeavor to ensure the continuity of our components and materials and make efforts to diversify certain of our sources of components and materials, but we cannot guarantee these efforts will be

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successful. A reduction or interruption in supply or an issue in the supply chain, including due to any potential cybersecurity attacks on our sourcing vendors as well as a result of our inability to quickly develop acceptable alternative sources for such supply, could adversely affect our ability to manufacture, distribute and sell our products in a timely or cost-effective manner.

We regularly evaluate our organizational productivity and global supply chains and assess opportunities to increase capacity, reduce costs and enhance quality. We may be unable to enhance quality, speed and flexibility to meet changing and uncertain market conditions, as well as manage continued cost inflation, including wages, pension and medical costs. Our success depends in part on refining our cost structure and supply chains to promote consistently flexible and low-cost supply chains that can respond to market changes to protect profitability and cash flow or ramp up quickly and effectively to meet demand. Supply chain disruptions could continue to impact our ability to timely source necessary components and inputs. Import tariffs or other adverse trade actions could potentially lead to increases in prices of raw materials or components which are critical to our business. Failure to achieve the desired level of quality, capacity or cost reductions could impair our results of operations, cash flows and financial condition.

Risks associated with global commodity and energy availability and price volatility, as well as the possibility of sustained inflation, could adversely affect our results of operations, cash flows and financial condition.

Because our component products have few distinguishing properties from producer to producer, competition for these products is based primarily on price, which is determined by supply relative to demand. Prices for our products are also affected by many other factors outside of our control. As a result, we have less influence or control over timing and price changes, which often are volatile in our industry. Moreover, our profit margins with respect to these products depend, in part, on managing our costs, particularly raw materials, labor (including contract labor) and transportation costs, which represent significant cost components that also fluctuate based upon market and other factors beyond our control.

We buy raw materials that contain commodities such as hardwoods (maple, birch and oak), plywood and particleboard. In addition, our distribution costs are significantly impacted by the price of oil and diesel fuel. Decreased availability and increased or volatile prices for these commodities, as well as energy used in making, distributing and transporting our products, could increase the costs of our products. While in the past we have been able to mitigate the impact of these cost increases through productivity improvements and passing on increasing costs to our customers over time, there is no assurance that we will be able to offset such cost increases in the future, and the risk of potentially sustained high levels of inflation could adversely impact our results of operations, cash flows and financial condition. During 2021, we experienced and will likely continue to experience price increases in nearly all raw materials. We expect raw material prices to remain elevated throughout 2022 due to inflation and continued global supply chain issues. While we may use derivative contracts to limit our short-term exposure to commodity price volatility, the commodity exposures under these contracts could still be material to our results of operations, cash flows and financial condition. In addition, in periods of declining commodity prices, these derivative contracts may have the short-term effect of increasing our expenditures for these raw materials.

Our failure to attract and retain qualified personnel and other labor constraints, including increases in labor costs, potential labor disputes and work stoppages, could adversely affect our results of operations, cash flows and financial condition.

Our success depends in part on the efforts and abilities of qualified personnel at all levels, including our senior management team and other key employees. Their motivation, skills, experience, contacts and industry knowledge significantly benefit our operations and administration.

Low unemployment rates in the U.S., rising wages, competition for qualified talent and attracting and retaining personnel in remote locations could result in the failure to attract, motivate and retain personnel. This has resulted in higher employee costs, increased attrition and significant shifts in the labor market and employee

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expectations and we may continue to face challenges in finding and retaining qualified personnel, particularly at the production level, which could have an adverse effect on our results of operations, cash flows and financial condition.

As of September 25, 2022, approximately 13% of our employees work under collective bargaining agreements. We do not expect a change in the number of employees who work under a collective bargaining agreement following the Separation. These collective bargaining agreements are subject to periodic negotiation and renewal. If we are unable to enter into new, satisfactory labor agreements with our unionized employees upon expiration of their agreements, we could experience a significant disruption of our operations, which could cause us to be unable to deliver products to customers on a timely basis. Such disruptions could result in a loss of business and an increase in our operating expenses, which could reduce our net sales and profit margins. In addition, our non-unionized labor force may become subject to labor union organizing efforts, which could cause us to incur additional labor costs and increase the related risks that we now face.

COVID-19 has impacted our business and may cause further disruptions to our business, results of operations and financial condition.

The COVID-19 pandemic has had an impact on many aspects of our business and operations and may continue to impact us in the future, including impacting our ability to efficiently operate our facilities, the ability of our suppliers to supply and manufacture key inputs, availability and cost of transportation and logistics, customer behaviors, our employees, the dealers and retailers who sell our products, and the market generally. Our business could be negatively impacted over the longer term if the disruptions related to COVID-19 decrease consumer confidence and housing investments, or precipitate a prolonged economic downturn and/or an extended rise in unemployment or tempering of wage growth, any of which could lower demand for our products. The COVID-19 pandemic may also exacerbate certain of the other risks described in this “Risk Factors” section.

The COVID-19 pandemic has also resulted in and is expected to continue to result in operational challenges in the manufacturing of our products and the operation of the related domestic and international supply chains supporting our ability to manufacture our products and distribute them through our channels. Restrictions on or disruptions of transportation or increased border controls or closures, or other impacts on domestic and global supply chains or distribution channels, could increase our raw materials and commodity costs, increase demand for raw materials and commodities from competing purchasers, limit our ability to manufacture and distribute products to meet customer demand or otherwise have a material adverse effect on our business, results of operations and financial condition.

We may experience delays or outages in our information technology systems and computer networks. We may be subject to breaches of our information technology systems, which could damage our reputation and consumer relationships. Such breaches could subject us to significant financial, legal and operational consequences.

We, like most companies, may be subject to information technology system failures and network disruptions caused by delays or disruptions due to system updates, natural disasters, malicious attacks, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, or similar events or disruptions. We rely upon information technology systems and infrastructure, including support provided by third parties, to support our business, our products and our customers. Our businesses may implement digital systems or technologies, enterprise resource planning systems or add applications to replace outdated systems and to operate more efficiently. We may not be able to successfully implement these projects without experiencing difficulties. Any expected benefits of implementing projects might not be realized or the costs of implementation might outweigh the benefits realized.

We routinely rely on systems for manufacturing, customer orders, shipping, regulatory compliance and various other matters, as well as information technology systems and infrastructure to aid us in the collection, use,

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storage and transfer and other processing of data including confidential, business, financial, and personal information. Security threats, including cyber and other attacks, are becoming increasingly sophisticated, frequent and adaptive. In addition, a greater number of our employees are working remotely in response to the COVID-19 pandemic, which (among other things) could expose us to greater risks related to cybersecurity and our information technology systems. Third-party systems that we rely upon could also become vulnerable to the same risks and may contain defects in design or manufacture or other problems that could result in system disruption or compromise the information security of our own systems. We believe we devote appropriate resources to network security, data encryption, and other security measures to protect our systems and data, but these security measures cannot provide absolute security. Breaches and breakdowns affecting our information technology systems or protected data could have an adverse effect on our business, results of operations, cash flows and financial condition.

We manufacture, source and sell products internationally and are exposed to risks associated with doing business globally, including risks associated with uncertain trade environments.

We manufacture, source or sell our products in a number of locations throughout the world, predominantly in the U.S., Mexico, Canada and Asia. Accordingly, we are subject to risks associated with potential disruption caused by changes in political, economic and social environments, including civil and political unrest, illnesses declared as a public health emergency (including viral pandemics such as COVID-19), terrorism, expropriation, local labor conditions, changes in laws, regulations and policies of foreign governments and trade disputes with the U.S., and U.S. laws affecting activities of U.S. companies abroad. We could be adversely affected by international trade regulations, including duties, tariffs and antidumping penalties. Risks inherent to international operations include: potentially adverse tax laws, unfavorable changes or uncertainty relating to trade agreements or importation duties, uncertainty regarding clearance and enforcement of intellectual property rights, risks associated with the Foreign Corrupt Practices Act and other anti-bribery laws, mandatory or voluntary shutdowns of our facilities or our suppliers due to changes in political dynamics, economic policies or health emergencies and difficulty enforcing contracts. While we hedge certain foreign currency transactions, a change in the value of the currencies will impact our financial statements when translated into U.S. dollars. In addition, fluctuations in currency can adversely impact the cost position of our products in local currency, making it more difficult for us to compete. Our success will depend, in part, on our ability to effectively manage our businesses through the impact of these potential changes. In addition, we source certain raw materials, components and finished goods from Asia where we have experienced higher manufacturing costs and longer lead times due to higher tariffs, currency fluctuations, higher wage rates, labor shortages and higher raw material costs.

Disruption of operations could adversely affect our results of operations, cash flows and financial condition.

We manufacture a significant portion of the products we sell. Any prolonged disruption in our manufacturing operations, whether due to technical or labor difficulties, continued labor shortages, transportation-related shortages, supply chain constraints, COVID-19, weather conditions (including due to the impacts of climate change, particularly for those facilities near any shorelines or in any other area traditionally impacted by extreme weather), lack of raw material or component availability, startup inefficiencies for new operations, destruction of or damage to any facility (as a result of natural disasters, fires and explosions, use and storage of hazardous materials or other events) or other reasons, could negatively impact our profitability and competitive position and adversely affect our results of operations, cash flows and financial condition.

Our inability 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.

We purchase raw materials to be used in manufacturing our products and also rely on third-party manufacturers to produce certain of the finished goods we sell. We often do not enter into long-term contracts with our suppliers or sourcing partners. Instead, most raw materials and sourced goods are obtained on a “purchase order” basis. In addition, in some instances we maintain single-source or limited-source sourcing relationships, either because

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multiple sources are not available or the relationship is advantageous due to performance, quality, support, delivery, capacity or price considerations. Financial, operating or other difficulties encountered by our suppliers or sourcing partners or changes in our relationships with them could result in manufacturing or sourcing interruptions, delays and inefficiencies, and prevent us from manufacturing or obtaining the finished goods necessary to meet customer demand. If we are unable to meet customer demand, there could be an adverse effect on our results of operations, cash flows and financial condition.

We are dependent on third-party suppliers and service providers.

We are dependent on third parties for many of our products and components and for certain services. Our ability to offer a wide variety of products and provide high levels of service to our customers depend on our ability to obtain an adequate and timely supply of products and components. Failure of our suppliers to timely provide us quality products or services on commercially reasonable terms or to comply with applicable legal and regulatory requirements, could have an adverse effect on our results of operations, cash flows and financial condition or could damage our reputation. The operations of the third parties we depend on could be impacted by changing laws, regulations and policies, including those related to climate change, labor availability, cybersecurity attacks and by adverse weather conditions, pandemics, and other force majeure events, any of which could result in disruptions to their operations and result in shortages of supply, assertion of force majeure contract provisions and increases in the prices they charge for the raw materials, components and products they produce. Sourcing these products and components from alternate suppliers, including suppliers from new geographic regions, or re-engineering our products as a result of supplier disruptions, is time-consuming and costly and could result in inefficiencies or delays in our business operations or could negatively impact the quality of our products. In addition, the loss of critical suppliers, or a substantial decrease in the availability of products or components from our suppliers, could disrupt our business and may adversely affect our results of operations, cash flows and financial condition.

Many of the suppliers we rely upon are located in foreign countries. The differences in business practices, shipping and delivery requirements, changes in economic conditions and trade policies and laws and regulations, together with the limited number of suppliers, have increased the complexity of our supply chain logistics and the potential for interruptions in our production scheduling. We may experience constraints on and disruptions to transporting our raw materials, components and products from our international suppliers and have had to pay higher transportation costs. If we are unable to effectively manage our supply chain or if we experience transportation constraints, disruptions and higher costs for timely delivery of our products or components, our results of operations, cash flows and financial condition could be adversely affected.

Risks associated with strategic acquisitions and joint ventures could adversely affect our results of operations, cash flows and financial condition.

We will consider acquisitions and joint ventures as a means of enhancing stockholder value. Acquisitions and joint ventures involve risks and uncertainties, including: difficulties integrating acquired companies and operating joint ventures; difficulties retaining the acquired businesses’ customers; the inability to achieve the expected financial results and benefits of transactions; the loss of key employees from acquired companies; implementing and maintaining consistent standards, controls, policies and information systems; and diversion of management’s attention from other business and strategic matters. Future acquisitions could cause us to incur additional debt or issue additional shares, resulting in dilution in earnings per share and return on capital.

Impairment charges could have a material adverse effect on our financial results.

Goodwill and other acquired intangible assets expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated for impairment by management at least annually. If the carrying value exceeds the implied fair value of goodwill, the goodwill is considered impaired and is reduced to fair value via a non-cash charge to earnings. If the carrying value of an indefinite-lived intangible asset is greater than its fair value, the intangible asset is considered impaired and is reduced to fair value via a non-cash charge to earnings. In the third

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quarter ended September 29, 2019, we recognized an impairment charge of $29.5 million related to an indefinite-lived tradename. In the second quarter ended June 26, 2022, we recognized an incremental impairment charge of $26.0 million related to the same indefinite-lived tradename. Separately, in the fourth quarter ended December 29, 2019, we recognized an impairment charge of $12.0 million related to another indefinite-lived tradename and in the first quarter ended March 29, 2020, we recognized an incremental impairment charge of $9.5 million related to the same indefinite-lived tradename. No impairments were recorded during our 2021 fiscal year. Future events may occur that would adversely affect the fair value of our goodwill or other acquired intangible assets and require impairment charges. Such events may include, but are not limited to, lower than forecasted revenues, actual new construction and R&R growth rates that fall below our assumptions, actions of key customers, increases in discount rates, continued economic uncertainty, higher levels of unemployment, weak consumer confidence, lower levels of discretionary consumer spending, a decrease in royalty rates and a decline in the trading price of our common stock. We continue to evaluate the impact of economic and other developments to assess whether impairment indicators are present. Accordingly, we may be required to perform impairment tests based on changes in the economic environment and other factors, and these tests could result in impairment charges in the future.

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.

Increases in the costs of pension benefits may continue and negatively affect our business as a result of: the effect of potential declines in the stock and bond markets on the performance of our pension plan assets; potential reductions in the discount rate used to determine the present value of our benefit obligations; and changes to our investment strategy that may impact our expected return on pension plan assets assumptions. U.S. generally accepted accounting principles require that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions about financial markets and interest rates, which may change based on economic conditions. Our accounting policy for defined benefit plans may subject earnings to volatility due to the recognition of actuarial gains and losses, particularly due to the change in the fair value of pension assets and interest rates. Funding requirements for our U.S. pension plan may become more significant. However, the ultimate amounts to be contributed are dependent upon, among other things, interest rates, underlying asset returns and the impact of legislative or regulatory changes related to pension funding obligations.

We intend to incur, 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.

We expect to incur approximately $950.0 million in aggregate principal amount of indebtedness in connection with the Separation and Distribution under the Financing Arrangements, the proceeds of which we intend to use to make the Fortune Brands Cash Payment and to pay related fees and expenses. See “The Separation—Incurrence of Debt” and “Description of Certain Indebtedness.” We may also incur additional indebtedness in the future.

This significant amount of debt could potentially have important consequences to us and our debt and equity investors, including:

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To the extent that we incur additional indebtedness, the foregoing risks could increase. In addition, our actual cash requirements in the future may be greater than expected. Our cash flow from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance our debt.

Risks Related to Litigation and Regulations

Changes in government and industry regulatory standards could adversely affect our results of operations, cash flows and financial condition.

Government regulations and policies pertaining to trade agreements, health and safety (including protection of employees as well as consumers), taxes and environment (including those specific to climate change and the reduction of air and energy emissions) may continue to emerge in the U.S., as well as internationally. There are many government and industry regulatory standards focused on wood, including the Toxic Substance Control Act and the Lacey Act. In particular, there may be additional tariffs or taxes related to our imported raw materials, components and finished goods. It is necessary for us to comply with current requirements (including requirements that do not become effective until a future date), and even more stringent requirements could be imposed on our products or processes in the future. Compliance with changes in taxes, tariffs and other regulations may require us to further alter our manufacturing and installation processes and our sourcing. Such actions may result in customers transitioning to available competitive products, loss of market share, negative publicity, reputational damage, loss of customer confidence or other negative consequences (including a decline in stock price) and could increase our capital expenditures and adversely impact our results of operations, cash flows and financial condition.

Potential liabilities and costs from claims and litigation could adversely affect our results of operations, cash flows and financial condition.

We are, from time to time, involved in various claims, litigation matters and regulatory proceedings that arise in the ordinary course of our business and that could have an adverse effect on us. These matters may include contract disputes, intellectual property disputes, product recalls, personal injury claims, construction defects and home warranty claims, warranty disputes, environmental claims or proceedings, other tort claims, employment and tax matters and other proceedings and litigation, including class actions. It is not possible to predict the outcome of pending or future litigation, and, as with any litigation, it is possible that some of the actions could be decided unfavorably and could have an adverse effect on our results of operations, cash flows and financial condition.

We are subject to product safety regulations, recalls and direct claims for product liability that can result in significant liability and, regardless of the ultimate outcome, can be costly to defend. As a result of the difficulty of controlling the quality of products or components sourced from other manufacturers, we are exposed to risks relating to the quality of such products and to limitations on our recourse against such suppliers.

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Our failure to comply with laws, government regulations and other requirements could adversely affect our results of operations, cash flows and financial condition.

We are subject to a wide variety of federal, state, local and foreign laws and regulations pertaining to:

In addition to complying with current requirements and known future requirements, we will be subject to new or more stringent requirements in the future.

As we sell new types of products or existing products in new geographic areas or channels, we are subject to the requirements applicable to those sales. Compliance with new or changed laws, regulations and other requirements, including as a part of government or industry response to climate change, may require us to alter our product designs, our manufacturing processes, our packaging or our sourcing. These compliance activities are costly and require significant management attention and resources. If we do not effectively and timely comply with such regulations and other requirements, our results of operations, cash flows and financial condition could be adversely affected.

We may be subject to significant compliance costs, as well as liabilities under environmental, health, and safety laws and regulations.

Our past and present operations, assets and products are subject to extensive environmental laws and regulations at the federal, state, and local level worldwide. These laws regulate, among other things, traceability of our wood sources, air emissions, the discharge or release of materials into the environment, the handling and disposal of wastes, remediation of contaminated sites, worker health and safety, and the impact of products on human health and safety and the environment. Under certain of these laws, liability for contaminated property may be imposed on current or former owners or operators of the property or on parties that generated or arranged for waste sent to the property for disposal. Liability under these laws may be joint and several and may be imposed without regard to fault or the legality of the activity giving rise to the contamination. Notwithstanding our compliance efforts, we may still face material liability, limitations on our operations, fines, or penalties for violations of environmental, health, and safety laws and regulations, including releases of regulated materials and contamination by us or previous occupants at our current or former properties or at offsite disposal locations we use.

The applicable environmental, health, and safety laws and regulations, and any changes to them or in their enforcement, may require us to make material expenditures with respect to ongoing compliance with or

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remediation under these laws and regulations or require that we modify our products or processes in a manner that increases our costs and/or reduces our profitability. For example, additional pollution control equipment, process changes, or other environmental control measures may be needed at some of our facilities to meet future requirements. In addition, discovery of currently unknown or unanticipated soil or groundwater conditions at our properties could result in significant liabilities and costs. Accordingly, we are unable to predict the exact future costs of compliance with or liability under environmental, health, and safety laws and regulations.

Climate change and related legislative and regulatory initiatives could adversely affect our business and results of operations.

Concerns over the long-term effects of climate change have led to, and we expect will continue to lead to governmental efforts around the world to mitigate those effects, including potential changes to wood sourcing practices. We will need to respond to any new laws and regulations as well as to consumer, investor and business preferences resulting from climate change concerns, which may increase our operational complexity and result in costs to us in order to comply with any new laws, regulations or preferences. Further, the effects of climate change may negatively impact international, regional and local economic activity, which may lower demand for our products or disrupt our manufacturing or distribution operations. Additionally, sustained changes to the climate may impact the growing patterns or locations of some of the species of wood we use, resulting in increased costs or shortages. Overall, climate change, its effects and the resulting, unknown impact on government regulation, consumer, investor and business preferences could have a long-term adverse effect on our business and results of operations.

ESG matters may adversely impact our business and reputation.

In addition to the importance of their financial performance, companies are increasingly being judged by their performance on a variety of ESG matters.

In light of the increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet stakeholder expectations as to our proper role. Any failure or perceived failure by us in this regard could adversely impact our business and reputation.

Future tax law changes or the interpretation of existing tax laws may materially impact our effective income tax rate, the resolution of unrecognized tax benefits and cash tax payments.

Our businesses are subject to taxation in the United States, as well as internationally, including income tax, value-added tax, property tax, sales and use tax and goods and services tax. Our total tax expense could be affected by changes in tax rates in the jurisdictions in which our businesses are subject to taxation, changes in the valuation of deferred tax assets and liabilities or changes in tax laws or the interpretation of such laws by tax authorities which may have a material impact on our financial results. In addition, we are routinely audited by tax authorities in many jurisdictions. Although we believe we record and accrue tax estimates that are reasonable and appropriate, these estimates are based on assumptions and require the exercise of significant judgment, and there are significant uncertainties in these estimates. As a result, the ultimate outcome from any audit could be materially different from amounts reflected in our income tax provisions and accruals. Future settlements of income tax audits may have a material adverse effect on earnings between the period of initial recognition of tax estimates in our financial statements and the point of ultimate tax audit settlement.

Our inability to secure and protect our intellectual property rights could negatively impact revenues and brand reputation.

We have many patents, trademarks, brand names, trade names and trade secrets that, in the aggregate, are important to our business. Unauthorized use of these intellectual property rights or other loss of our intellectual property may not only erode sales of our products, but may also cause us to incur substantial significant damage

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to our brand name and reputation, interfere with our ability to effectively represent ourself to our customers, contractors and suppliers and increase litigation costs. There can be no assurance that our efforts to protect our intellectual property will be effective. In addition, existing patent, trade secret and trademark laws offer only limited protection, and the laws of some countries in which our products are or may be developed, manufactured or sold may not fully protect our intellectual property from infringement by others. There can be no assurance that our efforts to assess possible third party intellectual property rights will ensure our ability to manufacture, distribute, market or sell our products in any given country or territory. Furthermore, others may assert claims of intellectual property infringement, misappropriation or violation against us or our customers that may require us to incur significant expense to defend such claims or indemnify our customers.

Risks Related to the Separation and Distribution

We have no operating history as an independent, publicly-traded company, and our historical and pro forma condensed 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.

Our historical and pro forma condensed consolidated financial statements included in this Information Statement do not necessarily reflect the results of operations, cash flows and financial condition that we would have achieved as an independent, publicly-traded company during the periods presented or those that we will achieve in the future, including as a result of the following factors:

Following the Separation and Distribution, our financial profile will change, and we will be a smaller, less diversified company than Fortune Brands prior to the Separation and Distribution.

The Separation and Distribution will result in us and Fortune Brands being smaller, less diversified companies with more limited businesses concentrated in their respective industries. As a result, we may be more vulnerable to changing market conditions, which could have a material adverse effect on our results of operations, cash

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flows and financial condition. In addition, the diversification of our revenues, costs and cash flows will diminish as a standalone company, such that our results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and our ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. Following the Separation and Distribution, we may also lose capital allocation efficiency and flexibility, as we will no longer be able to use cash flow from Fortune Brands to fund our business.

We may be unable to achieve some or all of the benefits that we expect to achieve as an independent, publicly-traded company.

By separating from Fortune Brands there is a risk that we may be more susceptible to market fluctuations and other adverse events than we would have otherwise been while were we still a part of Fortune Brands. As part of Fortune Brands, we were able to enjoy certain benefits from Fortune Brands’ operating diversity, borrowing leverage and available capital for investments, which benefits will no longer be available to us after we separate from Fortune Brands.

As an independent, publicly-traded company, we believe that our businesses will benefit from, among other things, sharpened focus on the financial and operational resources of our specific business, allowing our management to design and implement corporate strategies and policies that are based primarily on the business characteristics and strategic decisions of our businesses. We anticipate this will allow us to respond more effectively to industry dynamics and to allow us to create effective incentives for our management and employees that are more closely tied to our business performance. However, we may not be able to achieve some or all of the expected benefits.

Fortune Brands’ plan to separate into two independent, publicly-traded companies is subject to various risks and uncertainties and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect our business.

In April 2022, Fortune Brands announced its plan to separate into two independent, publicly-traded companies by way of a tax free spin-off. The Separation is subject to the satisfaction of certain conditions (or waiver by Fortune Brands in its sole and absolute discretion), including final approval by Fortune Brands’ Board of Directors of the final terms of the Separation and certain other conditions. Furthermore, the Separation is complex in nature, and unanticipated developments or changes, including changes in the law, the macroeconomic environment, competitive conditions of Fortune Brands’ markets, regulatory approvals or clearances, the uncertainty of the financial markets and challenges in executing the Separation, could delay or prevent the completion of the proposed Separation, or cause the Separation to occur on terms or conditions that are different or less favorable than expected. Additionally, Fortune Brands’ Board of Directors, in its sole and absolute discretion, may decide not to proceed with the Separation at any time prior to the Distribution.

The process of completing the proposed Separation has been and is expected to continue to be time-consuming and involves significant costs and expenses. The Separation costs may be significantly higher than what we currently anticipate and may not yield a discernible benefit if the Separation is not completed or is not well executed, or if the expected benefits of the Separation are not realized. Executing the proposed Separation will also require significant amounts of management’s time and effort. Other challenges associated with effectively executing the Separation include: attracting, retaining and motivating employees during the pendency of the Separation and following its completion; addressing disruptions to our supply chain, manufacturing, sales and distribution and other operations resulting from separating Fortune Brands into two independent companies; and separating Fortune Brands’ information systems.

Until the Distribution occurs, Fortune Brands has the sole discretion to change the terms of the Distribution in ways that may be unfavorable to MasterBrand.

Until the Distribution occurs, Fortune Brands will have the sole and absolute discretion to determine and change the terms of the Distribution, including the establishment of the Record Date and Distribution Date. These

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changes could be unfavorable to us. In addition, Fortune Brands may decide at any time not to proceed with the Distribution.

The terms we will receive in our agreements with Fortune Brands could be less beneficial than the terms we may have otherwise received from unaffiliated third parties.

The agreements we will enter into with Fortune Brands in connection with the Separation, including the Separation and Distribution Agreement, a tax allocation agreement (the “Tax Allocation Agreement”), a Transition Services Agreement and an employee matters agreement (the “Employee Matters Agreement”), were prepared in the context of the Separation while we were still a wholly-owned subsidiary of Fortune Brands. Accordingly, during the period in which the terms of those agreements were prepared, we did not have an independent Board of Directors or a management team that was independent of Fortune Brands. As a result, the terms of those agreements may not reflect terms that would have resulted from negotiations between unaffiliated third parties. See “Certain Relationships and Related Party Transactions.”

Fortune Brands may fail to perform under various transaction agreements that will be executed as part of the Separation, which could cause us to incur expenses or losses we would not otherwise incur.

In connection with the Separation and prior to the Distribution, we and Fortune Brands will enter into the Separation and Distribution Agreement and will also enter into various other agreements, including a Tax Allocation Agreement, a Transition Services Agreement and an Employee Matters Agreement. The Separation and Distribution Agreement, the Tax Allocation Agreement and the Employee Matters Agreement will determine the allocation of assets and liabilities between the companies following the Separation for those respective areas and will include any necessary indemnifications related to liabilities and obligations. The Employee Matters Agreement will also provide for the establishment or amendment of certain employee benefit arrangements and the conversion or adjustment of equity incentive awards. The Transition Services Agreement will provide for the performance of certain services by each company for the benefit of the other generally for a term of up to 24 months after the Separation. We will rely on Fortune Brands to satisfy its performance and payment obligations under these agreements. If Fortune Brands is unable or unwilling to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties and/or losses.

In connection with the Separation into two public companies, each of Fortune Brands and MasterBrand will indemnify each other for certain liabilities. If we are required to pay under these indemnities to Fortune Brands, our financial results could be negatively impacted. The Fortune Brands indemnities may not be sufficient to hold MasterBrand harmless from the full amount of liabilities for which Fortune Brands will be allocated responsibility, and Fortune Brands may not be able to satisfy its indemnification obligations in the future.

Pursuant to the Separation and Distribution Agreement and certain other agreements between Fortune Brands and us, each party will agree to indemnify the other for certain liabilities, in each case for uncapped amounts, as discussed further in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Fortune Brands” of this Information Statement. Indemnities that we may be required to provide Fortune Brands are not subject to any cap, may be significant and could negatively impact our business. Third parties could also seek to hold us responsible for any of the liabilities that Fortune Brands has agreed to retain. Any amounts we are required to pay pursuant to these indemnification obligations and other liabilities could require us to divert cash that would otherwise have been used in furtherance of our operating business. Further, the indemnities from Fortune Brands for our benefit may not be sufficient to protect us against the full amount of such liabilities, and Fortune Brands may not be able to fully satisfy its indemnification obligations.

Moreover, even if we ultimately succeed in recovering from Fortune Brands any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. Each of these risks could negatively affect our results of operations, cash flows and financial condition.

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We may fail to have necessary systems and services in place when certain of the transaction agreements expire.

If we do not have in place our own systems and services, or if we do not have agreements with other providers of these services once certain Separation transaction agreements expire, we may not be able to operate our business effectively, and our profitability may decline. We are in the process of creating our own, or engaging third parties to provide, systems and services to replace many of the systems and services that Fortune Brands currently provides to us. We may incur temporary interruptions in business operations if we cannot transition effectively from Fortune Brands’ existing operating systems, databases and programming languages that support these functions to our own systems. Our failure to implement the new systems and transition our data successfully and cost-effectively could disrupt our business operations and have a material adverse effect on our profitability. In addition, our costs for the operation of these systems may be higher than the amounts reflected in our historical financial statements.

Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the Distribution. If we are unable to achieve and maintain effective internal controls, our results of operations, cash flows and financial condition could be materially adversely affected.

Our financial results previously were included within the consolidated results of Fortune Brands, and we believe that our reporting and control systems were appropriate for those of subsidiaries of a public company. However, we were not directly subject to the reporting and other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the Distribution, we will be directly subject to reporting and other obligations under the Exchange Act. Beginning with our annual report on Form 10-K for our 53-week fiscal year ending December 31, 2023, we will be required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), which will require annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm. These reporting and other obligations will place significant demands on our management and administrative and operational resources, including accounting resources. To comply with these requirements, we may need to upgrade our systems, including information technology and implement additional financial and management controls, reporting systems and procedures. We expect to incur additional annual expenses related to these steps, and those expenses may be significant. If we are unable to upgrade our financial and management controls, reporting systems, information technology systems and procedures in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired. Any failure to achieve and maintain effective internal controls could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If 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 stockholders could be subject to significant tax liability or tax indemnity obligations.

Fortune Brands has received the IRS Ruling and expects to receive an opinion of its counsel, Sidley Austin LLP, together, substantially to the effect that, for U.S. federal income tax purposes, the Distribution, except for cash received in lieu of any fractional shares of our common stock, will qualify as tax-free for U.S. federal income tax purposes under Section 355 of the Code. The Board of Directors of Fortune Brands may choose to waive conditions, including the condition requiring the receipt of an opinion of counsel confirming the tax-free status of the Distribution for U.S. federal income tax purposes to consummate the Distribution. If the Distribution is not qualified to be tax-free, you may have adverse U.S. federal tax consequences with respect to your receipt of MasterBrand common stock and your gain or loss may be recognized, or be includible in your income, for U.S. federal income tax purposes. See “The Separation—Material U.S. Federal Income Tax Consequences of the Separation” in this Information Statement for more information regarding the potential tax consequences to you of the Distribution.

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Although a private letter ruling from the IRS is generally binding on the IRS, the IRS Ruling relies on certain facts and assumptions, and certain representations from us and Fortune Brands regarding the past and future conduct of our respective businesses and other matters. Moreover, the IRS Ruling is not a comprehensive ruling regarding all aspects of the U.S. federal income tax consequences of the Distribution. The opinion of counsel will also rely on certain facts, assumptions and representations, as described therein, as well as the continued validity of the IRS Ruling. The opinion of counsel will not be binding on the IRS or the courts, and the IRS or the courts may not agree with such opinion.

Notwithstanding the IRS Ruling and the opinion, the IRS could determine on audit that the Distribution should be treated as taxable if it determines that any of these facts, assumptions, representations or undertakings is not correct or has been violated or if it disagrees with the conclusions in the opinion that are not covered by the IRS Ruling, or for other reasons, including as a result of a significant change in stock or asset ownership after the Distribution. If the Distribution ultimately is determined to be taxable, the Distribution could be treated as a taxable dividend or capital gain to you for U.S. federal income tax purposes, and you could incur significant U.S. federal income tax liabilities. In addition, Fortune Brands would recognize gains in an amount equal to the excess of the fair market value of shares of our common stock distributed to Fortune Brands stockholders on the Distribution Date over Fortune Brands’ tax basis in such shares of our common stock.

In addition, under the terms of the Tax Allocation Agreement that we intend to enter into in connection with the Distribution, in the event that the Distribution were determined to be taxable and such determination was the result of actions taken after the Distribution by us, any of our affiliates or our stockholders, we would be responsible for all taxes imposed on Fortune Brands as a result thereof. Such tax amounts could be significant. Furthermore, Fortune Brands and/or we could incur significant U.S. federal income tax liabilities or tax indemnification obligations, whether under applicable law or the Tax Allocation Agreement that we will enter into with Fortune Brands, if it is ultimately determined that certain related transactions were undertaken in respect of the Distribution.

There can be no assurance that we will have access to the capital markets on terms acceptable to us.

From time to time we may need to access the long-term and short-term capital markets to obtain financing. Although we believe that the sources of capital in place at the time of the Distribution will permit us to finance our operations for the foreseeable future on acceptable terms and conditions, our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including, but not limited to: (1) our financial performance; (2) our credit ratings or absence of a credit rating; (3) the liquidity of the overall capital markets; and (4) the state of the economy, including the housing market. There can be no assurance, particularly as a new company with no credit rating, that we will have access to the capital markets on terms acceptable to us.

We might not be able to engage in desirable strategic transactions and equity issuances following the Distribution because of certain restrictions relating to requirements for tax-free distributions.

Our ability to engage in significant equity transactions could be limited or restricted after the Distribution in order to preserve, for U.S. federal income tax purposes, the tax-free nature of the Distribution by Fortune Brands. Even if the Distribution otherwise qualifies for tax-free treatment under Section 355 of the Code, it may result in corporate level taxable gain to Fortune Brands under Section 355(e) of the Code if 50% or more, by vote or value, of shares of our stock or Fortune Brands’ stock are acquired or issued as part of a plan or series of related transactions that includes the Separation. Any acquisitions or issuances of our stock or Fortune Brands’ stock within two years after the Distribution are generally presumed to be part of such a plan, although we or Fortune Brands may be able to rebut that presumption.

To preserve the tax-free treatment to Fortune Brands of the Distribution, under the Tax Allocation Agreement that we will enter into with Fortune Brands, we will be prohibited from taking or failing to take any action that

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prevents the Distribution and related transactions from being tax-free for U.S. federal income tax purposes. Further, for the two-year period following the Distribution, without a private letter ruling from the IRS or an unqualified opinion of a nationally recognized law or accounting firm that is acceptable to Fortune Brands acting reasonably and in good faith, we may be prohibited from:

These restrictions may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business. Moreover, the Tax Allocation Agreement will also provide that we are responsible for any taxes imposed on Fortune Brands or any of its affiliates as a result of the failure of the Distribution to qualify for favorable treatment under the Code if such failure is attributable to certain actions taken after the Distribution by or in respect of us, any of our affiliates or our stockholders.

Certain of our contracts may have change of control provisions that, in order to keep such contracts in force, could require the consent of a third party in connection with the Separation.

We have a number of contracts with customers, suppliers, landlords and other third parties. Certain of our contracts may have change of control provisions that, in order to keep such contracts in force, could require the consent of a third party in connection with the Separation. If we are unable to obtain such consent, some of these contracts may be terminated or renegotiated. Additionally, it is possible that some parties may use the requirement of a consent to seek more favorable contractual terms from us. If we are unable to obtain such consents on commercially reasonable and satisfactory terms, we may be unable to obtain the benefits of these contracts.

A court could deem the Distribution to be a fraudulent conveyance and void the transaction or impose substantial liabilities upon us.

A court could deem the Distribution or certain internal restructuring transactions undertaken by Fortune Brands in connection with the Separation to be a fraudulent conveyance or transfer. Fraudulent conveyances or transfers are defined to include transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. A court could void the transactions or impose substantial liabilities upon us, which could adversely affect our results of operations, cash flows and financial condition. Among other things, the court could require our stockholders to return to Fortune Brands, for the benefit of its creditors, some or all of the shares of our common stock issued in the Distribution, or require us to fund liabilities of other companies involved in the restructuring transaction. Whether a transaction is a fraudulent conveyance or transfer under applicable state law may vary depending upon the jurisdiction whose law is being applied.

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Risks Related to Our Common Stock

There is no existing market for our common stock, and a trading market that will provide you with adequate liquidity may not develop for our common stock. In addition, once our common stock begins trading, the market price of our shares may fluctuate significantly.

There is currently no public market for our common stock. It is anticipated that three trading days prior to the Distribution Date, trading of shares of our common stock will begin on a “when-issued” basis and will continue up to and including through the Distribution Date. However, there can be no assurance that an active trading market for our common stock will develop after the Distribution or be sustained in the future. The lack of an active trading market may make it more difficult for you to sell our shares and could lead to our share price being depressed or more volatile. We cannot predict the prices at which our common stock may trade after the Distribution.

Similarly, we cannot predict the effect of the Separation on the trading prices of our common stock. After the Distribution, it is anticipated that Fortune Brands will change its name to Fortune Brands Innovations, Inc., and its common stock will continue to be listed and traded on the NYSE under the symbol “FBIN”. Subject to the consummation of the Distribution, we expect our common stock to be listed and traded on the NYSE under the symbol “MBC”. The combined trading prices of the shares of our common stock and Fortune Brands common stock after the Distribution, as adjusted for any changes in the combined capitalization of these companies, may not be equal to or greater than the trading prices of Fortune Brands’ common stock prior to the Distribution. Until the market has fully evaluated the business of Fortune Brands without our business, and fully evaluated us, the price at which Fortune Brands’ or our common stock trades may fluctuate significantly.

Many factors could cause the market price of our common stock to rise and fall, including the following:

Stock markets in general have also experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations could negatively affect the trading price of our common stock. Additionally, if any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if successfully defended, could be costly to defend and a distraction to management.

There may be substantial and rapid changes in our stockholder base, which may cause our stock price to fluctuate significantly.

Many investors holding shares of Fortune Brands common stock may hold that stock because of a decision to invest in a company with Fortune Brands’ profile. Following the Distribution, the shares of our common stock held by those investors will represent an investment in a company with a different profile. This may not be aligned with a holder’s investment strategy and may cause the holder to sell the shares rapidly. As a result, the price of our common stock may decline or experience volatility as our stockholder base changes.

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A significant number of shares of our common stock may be sold following the Distribution, which may cause our stock price to decline.

Any sales of substantial amounts of our common stock in the public market or the perception that such sales might occur, in connection with the Distribution or otherwise, may cause the market price of our common stock to decline. Upon completion of the Distribution, we expect that we will have an aggregate of approximately 128,020,187 shares of our common stock issued and outstanding based on the number of shares of Fortune Brands common stock outstanding as of October 31, 2022. Shares of our common stock distributed to Fortune Brands stockholders in the Distribution will generally be freely transferable without restriction or further registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), unless you are considered an “affiliate” of ours under Rule 144 under the Securities Act. Persons who may be deemed to be our affiliates after the Separation generally include individuals or entities that control, are controlled by or are under common control with us and may include directors and certain officers or principal stockholders of MasterBrand. Our affiliates will be permitted to sell their shares of MasterBrand common stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemptions afforded by Rule 144. We estimate that our directors and executive officers, who may be considered “affiliates” for purposes of Rule 144, will beneficially own approximately 148,940 shares of our common stock immediately following the Distribution based on the number of shares of Fortune Brands common stock outstanding as of October 31, 2022.

We are unable to predict whether large amounts of our common stock will be sold in the open market following the Distribution. We are also unable to predict whether a sufficient number of buyers of our common stock to meet the demand to sell shares of our common stock at attractive prices would exist at that time.

Your percentage ownership in us may be diluted in the future.

In the future, your percentage ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including any equity awards that we will grant to our directors, officers and employees. Our employees will have stock-based awards that correspond to shares of our common stock after the Distribution as a result of conversion of their Fortune Brands stock-based awards. We anticipate that the Compensation Committee of our Board of Directors may grant additional stock-based awards to our employees after the Distribution. Those awards will have a dilutive effect on the number of our shares outstanding, and therefore on our earnings per share, which could adversely affect the market price of our common stock. From time to time, we will issue additional stock-based awards to our employees under our employee benefits plans.

Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers of funds from our subsidiaries, and we could be harmed if such distributions were not made in the future.

We are a holding company that conducts all of our operations through subsidiaries and our operating income is derived from our subsidiaries. Consequently, we rely on dividends or advances from our subsidiaries. We presently intend to retain future earnings, if any, to finance our business. As a result, we do not currently expect to pay any cash dividends, although we may do so in the future. To the extent that we determine in the future to pay cash dividends on our common stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. The ability of such subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to terms of other contractual arrangements, including our indebtedness. Such laws and restrictions would restrict our ability to continue operations.

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.

The existence of some provisions of our amended and restated certificate of incorporation (“our charter”), our amended and restated bylaws (“our bylaws”) and Delaware law may discourage a future takeover attempt not

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approved by our Board of Directors but which our stockholders may deem to be in their best interests or in which stockholders may receive a substantial premium for their shares over then current market prices. These provisions include but are not limited to: a classified board of directors with three-year staggered terms (however beginning with our 2030 annual meeting all directors will be elected annually); the right of our Board of Directors to issue preferred stock without stockholder approval; no ability of the holders of our common stock to fill director vacancies; elimination of the rights of our stockholders to act by written consent and call special stockholder meetings; until our Board of Directors is no longer classified, prohibiting holders of 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.

In addition, following the Separation, we will be subject to Section 203 of the Delaware General Corporation Law (the “DGCL”), which may have an anti-takeover effect with respect to transactions not approved in advance by our Board of Directors, including discouraging takeover attempts that might result in a premium over the market price for shares of our common stock.

We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition proposal. However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board of Directors determines is not in our best interests or the best interests of our stockholders.

Our charter will contain an exclusive forum provision that may discourage lawsuits against us and our directors and officers.

Our charter will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for (1) any state derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of ours to us or our stockholders, (3) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the DGCL, our charter or our bylaws, (4) any action asserting a claim against us or any of our directors, officers or other employees governed by the internal affairs doctrine or (5) any other action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL (in all cases subject to the court’s having personal jurisdiction over all indispensable parties named as defendants).

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our charter will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty of liability created by the Exchange Act or the rules and regulations thereunder, and as a result, the exclusive forum provision does not apply to actions arising under the Exchange Act or the rules and regulations thereunder. While the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our federal forum provision described above. Our stockholders will not be deemed to have waived compliance with the federal securities laws and the rules and regulations thereunder.

This exclusive forum provision may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against us and our directors and officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or

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proceedings described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could negatively affect our business, results of operations and financial condition.

The combined post-Separation value of shares of our common stock and one share of Fortune Brands common stock may not equal or exceed the pre-Distribution value of one share of Fortune Brands common stock.

As a result of the Separation, we expect the trading price of shares of Fortune Brands common stock immediately following the Separation to be different from the “regular-way” trading price of Fortune Brands common stock immediately prior to the Separation because the trading price will no longer reflect the value of our businesses. There can be no assurance that the aggregate market value of shares of our common stock and one share of Fortune Brands common stock following the Separation will be higher than, lower than or the same as the market value of a share of Fortune Brands common stock if the Separation did not occur.

We currently do not expect to pay any cash dividends in the short term.

We presently intend to retain future earnings, if any, to finance our business. As a result, we do not currently expect to pay any cash dividends; although we may do so in the future. All decisions regarding payment of future dividends will be made by our Board of Directors from time to time in accordance with applicable law and will depend on our financial condition, earnings, capital requirements, legal requirements, regulatory constraints, industry practice and any other factors that our Board of Directors believes are relevant. There can be no assurance that we will have sufficient surplus under Delaware law to be able to pay any dividends. This may result from extraordinary cash expenses, actual expenses exceeding contemplated costs, funding of capital expenditures or increases in reserves. If we do not pay dividends, the price of our common stock that you receive in the Distribution must appreciate for you to receive a gain on your investment. This appreciation may not occur. Further, you may have to sell some or all of your shares of our common stock in order to generate cash flow from your investment.

General Risk Factors

The obligations associated with being a public company will require significant resources and attention from our senior management team.

As a public company with listed equity securities, we will need to comply with laws, regulations and requirements, including the requirements of the Exchange Act, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC and requirements of the NYSE, with which we were not required to comply as a private company. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls over financial reporting.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We may in the future discover areas of our internal controls that need improvement. We cannot be certain that we will be successful in implementing or maintaining an effective system of internal control over our financial reporting and financial processes. Furthermore, as we grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. Additionally, the existence of any material weakness or significant deficiency would require us to devote significant time and us to incur significant expense to remediate any such material weaknesses or significant deficiencies and we may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our financial results, which could materially and adversely affect us.

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As a public company with listed equity securities, we will also be required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with, or submit to, the SEC is recorded, processed, summarized and reported, within the time periods specified by the SEC. They include controls and procedures designed to ensure that information required to be disclosed in reports filed with, or submitted to, the SEC is accumulated and communicated to management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure. Designing and implementing effective disclosure controls and procedures is a continuous effort that requires significant resources and devotion of time. We may discover deficiencies in our disclosure controls and procedures that may be difficult or time consuming to remediate in a timely manner.

These reporting and other obligations will place significant demands on us and our senior management team, and our administrative, operational and accounting resources and will cause us to incur significant expenses. We may need to upgrade our systems or create new systems, implement additional financial and other controls, reporting systems and procedures, and create or outsource an internal audit function. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to public companies could be impaired.

If securities analysts do not publish research or reports about our business or if they downgrade our stock, our stock price and trading volume could decline.

The trading market for shares of our common stock may rely in part on the research and reports that industry or financial analysts publish about us or our business or industry. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business or industry, the price of our stock could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Information Statement contains certain “forward-looking statements” regarding business strategies, market potential, future financial performance and other matters. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These factors include those listed under “Risk Factors” in this Information Statement.

The forward-looking statements included in this document are made as of the date of this Information Statement and, except pursuant to any obligations to disclose material information under the federal securities laws, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this Information Statement.

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THE SEPARATION

Background

On April 28, 2022, Fortune Brands announced that its Board of Directors approved in principle a separation of its Cabinets segment into a standalone publicly-traded company. The Separation will occur through a Distribution of all of the shares of our common stock owned by Fortune Brands to Fortune Brands stockholders. Following the Distribution, Fortune Brands stockholders will own 100% of the shares of our common stock. Each holder of Fortune Brands common stock will be entitled to receive one share of our common stock for each share of Fortune Brands common stock held on the Record Date. Stockholders who are entitled to receive shares of our common stock in the Distribution will not be required to pay any cash or deliver any other consideration, including any shares of Fortune Brands common stock, to receive shares of our common stock in the Distribution.

The Distribution as described in this Information Statement is subject to the satisfaction or waiver of certain conditions. We cannot provide any assurances that the Distribution will be completed. For a more detailed description of these conditions, see the caption entitled “—Conditions to the Distribution” in this Information Statement.

Reasons for the Separation

The Fortune Brands Board of Directors regularly reviews the businesses that comprise Fortune Brands to ensure that Fortune Brands’ resources are being put to use in a manner that is in the long-term interests of Fortune Brands and its stockholders. Fortune Brands believes that separating its Cabinets segment in current market conditions into a standalone publicly-traded company will significantly enhance the long-term growth and return prospects of Fortune Brands and our Company and offer substantially greater long-term value to stockholders, customers and employees of each company. Moreover, separating the Cabinets segment into an independent, standalone company with publicly-traded stock will enable Fortune Brands to migrate those members of its stockholder base which are more aligned with the risk profile and market trends specific to the basic building products industry. In addition, the Separation will provide Fortune Brands and our Company with a number of benefits, including:

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The Fortune Brands Board of Directors considered, in its decision to pursue the Separation of the Cabinets segment now, the growing differentiation in Fortune Brands’ and MasterBrand’s operational models enhanced by current supply chain challenges. MasterBrand’s emerging focus has been on enhancing the standardization of its processes, including with respect to its supply chain, and the specific manufacturing needs of its products, and strengthening its lean manufacturing capabilities. Fortune Brands’ emerging focus has been on enhancing brand awareness for its diverse set of products, developing innovative products across its set of businesses and optimizing its sales distribution channels for its many products, as well as to better align with key growth priorities within selected areas of the housing and consumer markets, including connected products, water management, material conversion and science and outdoor living spaces. Additionally, the Fortune Brands Board of Directors believes that MasterBrand now has the scale and management team in place that will allow it to thrive as a standalone public company. Furthermore, the Fortune Brands Board of Directors believes that pursuing the Separation of the Cabinets segment now in current market conditions will significantly enhance the long-term growth and return prospects of Fortune Brands and MasterBrand and offer substantially greater long-term value to stockholders.

In determining whether to effect the Separation, the Fortune Brands Board of Directors also considered the costs and risks associated with the transaction. In particular, the Fortune Brands Board of Directors reviewed the risks related to MasterBrand being a standalone business, the current market environment and other related risks, including those risks described under “Risk Factors” in this Information Statement. Notwithstanding these costs and risks, the Fortune Brands Board of Directors determined that, for the reasons stated above, the Separation provides the separated companies with certain opportunities and benefits that could enhance Fortune Brands’ and our Company’s stockholder value.

Internal Transactions

We were incorporated as a Delaware corporation in July 2022. We are a wholly-owned subsidiary of Fortune Brands that immediately before the Distribution holds, through its subsidiaries, all of the assets and liabilities of Fortune Brands’ Cabinets segment. After the Distribution, we will be an independent, publicly-traded company. It is anticipated that, following the Separation, Fortune Brands will change its name to Fortune Brands Innovations, Inc.

In July 2022, we underwent a series of transactions that resulted in us becoming the parent company of the Cabinets business. These include the following:

Prior to the Separation and Distribution, we expect that we will engage in a series of transactions, including the following:

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We refer to these and other Separation-related steps in this Information Statement as the “Internal Transactions.” For more information on the Internal Transactions, see “Certain Relationship and Related Party Transactions—Agreements with Fortune Brands” in this Information Statement.

When and How You Will Receive MasterBrand Shares

As a holder of Fortune Brands common stock, you will be entitled to receive a dividend of one share of MasterBrand common stock for each share of Fortune Brands common stock you hold on the Record Date. Fortune Brands’ transfer agent, Equiniti Trust Company, will serve as transfer agent and registrar for the MasterBrand common stock and as Distribution Agent in connection with the Distribution. If you are entitled to receive shares of MasterBrand common stock in the Distribution, the common stock will be issued to your account as follows:

Holders of Fortune Brands common stock are not being asked to take any action in connection with the Separation or the Distribution. Stockholder approval of the Separation or the Distribution is not required nor is it being sought. We are not asking you for a proxy, and we request that you not send us a proxy. You are also not being asked to surrender any of your shares of Fortune Brands common stock in order to receive shares of MasterBrand common stock. The number of outstanding shares of Fortune Brands common stock will not change as a result of the Distribution.

Number of Shares You Will Receive

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Treatment of Equity-Based Compensation

The following discussion describes the expected treatment of Fortune Brands equity awards in connection with the Separation and is subject to approval of our Board of Directors and the Compensation Committee of the Board of Directors of Fortune Brands. The different types of awards listed below are described in further detail in the section entitled “Compensation Discussion and Analysis” in this Information Statement. The post-Separation treatment of a person’s award is expected to depend on the type of award and whether the person will be an employee or service provider of Fortune Brands or MasterBrand immediately following the Separation. For purposes of this discussion, “MasterBrand Holder” refers to an individual who is employed by or providing services to MasterBrand (and in the case of a non-employee service provider, not providing services to Fortune Brands) immediately following the Separation, regardless of such individual’s employer or the entity to which such individual provided services immediately prior to the Separation, and “Fortune Brands Holder” refers to any individual who holds a Fortune Brands equity award immediately following the Separation and who is not a “MasterBrand Holder” immediately following the Separation. We expect that the treatment described below would become effective as of the close of business on the Distribution Date.

Stock Options

We expect that Fortune Brands options that are outstanding as of the close of business on the Distribution Date and held by a MasterBrand Holder will be converted into MasterBrand options, without any substantial changes to the original terms and conditions of the Fortune Brands options except as appropriate to preserve their intrinsic value following the Separation and to reflect their continuing employment or service with MasterBrand. We do not expect that any changes will be made with respect to Fortune Brands options held by Fortune Brands Holders other than appropriate adjustments to preserve their intrinsic value following the Separation.

Restricted Stock Units

We expect that Fortune Brands RSUs that are outstanding as of the close of business on the Distribution Date and held by MasterBrand Holders at such time will convert into MasterBrand RSUs in a manner that preserves the value of the award following the Separation and reflects the holder’s continuing employment or service with MasterBrand. Otherwise, such MasterBrand RSUs will be on substantially the same terms and conditions as the original Fortune Brands RSUs. We also expect that Fortune Brands RSUs held by Fortune Brands Holders on the Distribution Date will be adjusted to preserve the value of the award following the Separation but otherwise will remain unchanged.

Deferred Restricted Stock Units

Notwithstanding the above, with respect to any Fortune Brands RSUs which have been deferred under the Fortune Brands DCP by a MasterBrand Holder, we expect that MasterBrand will adopt a nonqualified deferred compensation plan with substantially the same terms as the Fortune Brands DCP, and will credit to the account of such MasterBrand Holder under such plan the number of shares of MasterBrand common stock equal to the number of shares of MasterBrand common stock that would have been distributed to the MasterBrand Holder if

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the number of shares of Fortune Brands common stock subject to such deferred Fortune Brands RSUs had instead been issued and outstanding. Furthermore, the notional shares of Fortune Brands common stock credited to such MasterBrand Holder’s account will be deemed to have been sold as of the Distribution Date, based on the value of such shares as of the Distribution Date, and reinvested in the default investment fund maintained under MasterBrand’s nonqualified deferred compensation plan. We do not expect that any changes will be made with respect to Fortune Brands RSUs which have been deferred under the Fortune Brands DCP by a Fortune Brands Holder, other than appropriate adjustments to preserve their intrinsic value following the Separation.

With respect to any FBHS Deferred Shares notionally credited to the account of any Fortune Brands non-employee director under the Fortune Brands Director DCP, such FBHS Deferred Shares will be adjusted so that any non-employee director that will become a MasterBrand Holder will be notionally credited with the number of deferred shares of MasterBrand common stock equal to the number of shares of MasterBrand common stock that would have been distributed to the MasterBrand Holder if the number of FBHS Deferred Shares had instead been issued and outstanding. We do not expect that any changes will be made with respect to FBHS Deferred Shares notionally credited to the account of a Fortune Brands Holder under the Fortune Brands Director DCP, other than appropriate adjustments to preserve their intrinsic value following the Separation, except that if the non-employee director will serve on both the Fortune Brands’ Board of Directors and the MasterBrand’s Board of Directors, such non-employee director will receive the same treatment as holders of Fortune Brands common stock and will be notionally credited with deferred MasterBrand common stock equivalent to the dividend of one share of MasterBrand common stock for each FBHS Deferred Share held by the non-employee director as of the Record Date and the deferred MasterBrand common stock will be subject to the same terms and conditions applicable to the FBHS Deferred Shares.

Performance Share Awards

We expect that any performance share awards that are outstanding as of the close of business on the Distribution Date will be converted into (i) MasterBrand RSUs, to the extent such awards are held by MasterBrand Holders or (ii) Fortune Brands RSUs, to the extent such awards are held by Fortune Brands Holders. We expect that the number of restricted stock units will be determined by reference to each outstanding performance share award and will be determined based upon expected performance through the end of the performance period calculated based on actual Fortune Brands performance from the start of the performance period through the end of the fiscal quarter preceding the Distribution Date and expected performance for the remainder of the performance period had the Separation not occurred. We also expect that the restricted stock units will have a vesting period beginning on the Distribution Date and ending on the last day of the original performance period of the award.

Transferability of Shares You Receive

The shares of MasterBrand common stock distributed to Fortune Brands stockholders in the Distribution will generally be freely transferable without restriction or further registration under the Securities Act, unless you are considered an “affiliate” of ours under Rule 144 under the Securities Act. Persons who may be deemed to be our affiliates after the Separation generally include individuals or entities that control, are controlled by or are under common control with us and may include directors and certain officers or principal stockholders of MasterBrand. Our affiliates will be permitted to sell their shares of MasterBrand common stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemptions afforded by Rule 144. We estimate that our directors and executive officers, who may be considered “affiliates” for purposes of Rule 144, will beneficially own approximately 148,940 shares of our common stock immediately following the Distribution based on the number of shares of Fortune Brands common stock outstanding as of October 31, 2022.

Material U.S. Federal Income Tax Consequences of the Separation

The following is a summary of the material U.S. federal income tax consequences to the holders of shares of Fortune Brands common stock in connection with the Separation. This summary is based on the Code, the

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Treasury Regulations promulgated thereunder and judicial and administrative interpretations thereof, in each case as in effect and available as of the date of this Information Statement and all of which are subject to change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below. This summary assumes that the Separation will be consummated in accordance with the Separation and Distribution Agreement and as described in this Information Statement.

This summary is limited to holders of shares of Fortune Brands common stock that are U.S. Holders, as defined immediately below. A U.S. Holder is a beneficial owner of Fortune Brands common stock that is, for U.S. federal income tax purposes:

This summary also does not discuss all tax considerations that may be relevant to stockholders in light of their particular circumstances, nor does it address the consequences to stockholders subject to special treatment under the U.S. federal income tax laws, such as:

This summary does not address the U.S. federal income tax consequences to Fortune Brands stockholders who do not hold shares of Fortune Brands common stock as a capital asset. Moreover, this summary does not address any state, local or non-U.S. tax consequences or any federal tax consequences other than U.S. federal income tax consequences (such as estate or gift tax consequences or the Medicare tax on certain investment income).

If a partnership (or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Fortune Brands common stock, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its own tax advisor as to the tax consequences of the Distribution.

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YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE DISTRIBUTION.

Fortune Brands has received the IRS Ruling and expects to receive an opinion of its counsel, Sidley Austin LLP, together, substantially to the effect that, for U.S. federal income tax purposes, the Distribution, except for cash received in lieu of any fractional shares of our common stock, will qualify as tax-free for U.S. federal income tax purposes under Section 355 of the Code. The Board of Directors of Fortune Brands may choose to waive conditions, including the condition requiring the receipt of an opinion of counsel confirming the tax-free status of the Distribution for U.S. federal income tax purposes to consummate the Distribution. If the Distribution is not qualified to be tax-free, you may have adverse U.S. federal tax consequences with respect to your receipt of MasterBrand common stock and your gain or loss may be recognized, or be includible in your income, for U.S. federal income tax purposes. See “Risk Factors—Risks Related to the Separation and Distribution” in this Information Statement for more information regarding the potential tax consequences to you of the Distribution.

Assuming the Distribution qualifies under Section 355 of the Code, for U.S. federal income tax purposes:

Stockholders that have acquired different blocks of Fortune Brands common stock at different times or at different prices are urged to consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, our common stock and Fortune Brands common stock.

Although a private letter ruling from the IRS is generally binding on the IRS, the IRS Ruling is based on certain facts and assumptions, and certain representations and undertakings, from us and Fortune Brands that certain conditions that are necessary to obtain tax-free treatment under the Code have been satisfied. Moreover, the IRS Ruling is not a comprehensive ruling regarding all aspects of the U.S. federal income tax consequences of the Distribution. The opinion that Fortune Brands expects to receive from Sidley Austin LLP will also be based on certain facts and assumptions, and certain representations and undertakings, from us and Fortune Brands. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or any court. We cannot assure you that the IRS will agree with the conclusions expected to be set forth in the opinion, and it is possible that the IRS or another tax authority could adopt a position contrary to one or all of those conclusions

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and that a court could sustain that contrary position. If any of the facts, representations, assumptions or undertakings described or made in connection with the IRS Ruling or the expected opinion of counsel are not correct, are incomplete or have been violated, the IRS Ruling could be revoked retroactively or modified by the IRS, and our ability to rely on the opinion of counsel could be jeopardized. We are not aware of any facts or circumstances, however, that would cause these facts, representations or assumptions to be untrue or incomplete, or that would cause any of these undertakings to fail to be complied with, in any material respect.

If, notwithstanding the conclusions that we expect to be included in the IRS Ruling and the opinion, it is ultimately determined that the Distribution does not qualify as tax-free for U.S. federal income tax purposes, then Fortune Brands would recognize gains in an amount equal to the excess of the fair market value of MasterBrand common stock distributed to Fortune Brands stockholders on the Distribution Date over Fortune Brands’ tax basis in such shares.

In addition, if the Distribution were not to qualify as tax-free for U.S. federal income tax purposes, each Fortune Brands stockholder that is subject to U.S. federal income tax and who receives shares of MasterBrand common stock in the Distribution could be treated as receiving a distribution in an amount equal to the fair market value of our common stock that was distributed to the stockholder, which generally would be taxed as a dividend to the extent of the stockholder’s pro rata share of Fortune Brands’ current and accumulated earnings and profits and then treated as a non-taxable return of capital to the extent of the stockholder’s basis in the Fortune Brands stock and finally as capital gain from the sale or exchange of Fortune Brands stock.

Even if the Distribution otherwise qualifies for tax-free treatment under Section 355 of the Code, it may result in corporate level taxable gain to Fortune Brands under Section 355(e) of the Code if 50% or more, by vote or value, of our stock or Fortune Brands’ stock is acquired or issued as part of a plan or series of related transactions that includes the Distribution. For this purpose, any acquisitions or issuances of Fortune Brands’ stock within two years before the Distribution, and any acquisitions or issuances of MasterBrand stock or Fortune Brands stock within two years after the Distribution are generally presumed to be part of such a plan, although we or Fortune Brands may be able to rebut that presumption. We are not aware of any acquisitions or issuances of Fortune Brands’ stock within the two years before the Distribution that would be considered to occur as part of a plan or series of related transactions that includes the Distribution. If an acquisition or issuance of our stock or Fortune Brands stock triggers the application of Section 355(e) of the Code, Fortune Brands would recognize taxable gain as described above and such gain would be subject to U.S. federal income tax.

Market for Our Common Stock

There is currently no public market for our common stock. A condition to the Distribution is the listing of our common stock on the NYSE. We have applied to have our common stock authorized for listing on the NYSE under the symbol “MBC”.

We anticipate that trading in shares of MasterBrand common stock will begin on a when-issued basis three trading days prior to the Distribution Date and will continue up to and including the Distribution Date. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The when-issued trading market will be a market for shares of MasterBrand common stock that will be distributed to Fortune Brands stockholders on the Distribution Date. If you own shares of Fortune Brands common stock as of the Record Date, you will be entitled to shares of our common stock distributed pursuant to the Distribution. You may trade this entitlement to shares of MasterBrand common stock, without trading the shares of Fortune Brands common stock you own, on the when-issued market. On the first trading day following the Distribution Date, when-issued trading with respect to MasterBrand common stock will end and regular way trading will begin. “Regular way” trading refers to trading after a security has been issued and typically involves a transaction that settles on the second full business day following the date of the transaction.

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Trading of Common Stock after the Record Date and Prior to the Distribution

If you decide to sell any shares of Fortune Brands common stock after the Record Date, but before the Distribution Date, you should make sure your broker, bank or other nominee understands whether you want to sell your Fortune Brands common stock, the MasterBrand common stock you will be entitled to receive in the Distribution or both.

It is anticipated that, beginning shortly before the Record Date, and continuing until and including the Distribution Date, shares of Fortune Brands common stock that trade on the regular way market will trade with an entitlement to receive shares of MasterBrand common stock distributed pursuant to the Distribution. Therefore, if you sell shares of Fortune Brands common stock in the regular way market after the close of business on the Record Date and up to and including the Distribution Date, you will be selling your right to receive shares of MasterBrand common stock in the Distribution.

In addition, beginning three trading days prior to the Distribution Date, and continuing until and including the Distribution Date, shares of Fortune Brands common stock will trade in two markets on the NYSE: a regular way market and an ex-distribution market. Shares that trade on the ex-distribution market will trade without an entitlement to receive shares of MasterBrand common stock distributed pursuant to the Distribution. If you own shares of Fortune Brands common stock at 5:00 p.m., Central Time, on the Record Date and sell those shares on the ex-distribution market, up to and including the Distribution Date, you will still receive the shares of MasterBrand common stock that you would be entitled to receive pursuant to your ownership of the shares of Fortune Brands common stock on the Record Date.

Results of the Separation

After the Separation we will be an independent, publicly-traded company. Immediately following the Distribution, we expect to have approximately 7,824 stockholders of record, based on the number of registered stockholders of Fortune Brands common stock on October 31, 2022, and approximately 128,020,187 shares of MasterBrand common stock outstanding based on the number of shares of Fortune Brands common stock outstanding as of October 31, 2022. The actual number of shares to be distributed will be determined on the Record Date and will reflect any exercise of Fortune Brands options and the vesting of Fortune Brands RSUs at any time prior to the Record Date.

We will enter into a Separation and Distribution Agreement and several other agreements with Fortune Brands to effect the Separation and Distribution and provide a framework for our relationship with Fortune Brands after the Separation. In connection with the Separation and prior to the Distribution, we and Fortune Brands will also enter into a Tax Allocation Agreement, a Transition Services Agreement and an Employee Matters Agreement and certain other agreements. We cannot assure you that these agreements are or will be on terms as favorable to us or to Fortune Brands as agreements with unaffiliated third parties. For more information, see the section entitled “Certain Relationships and Related Party Transactions—Agreements with Fortune Brands” in this Information Statement.

The Distribution will not affect the number of outstanding shares of Fortune Brands common stock or any rights of holders of Fortune Brands common stock.

Conditions to the Distribution

We expect that the Separation will be effective on the Distribution Date, provided that the following conditions have been satisfied or waived by Fortune Brands:

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The fulfillment of the foregoing conditions will not create any obligation on the part of Fortune Brands to effect the Distribution, and the Board of Directors of Fortune Brands may terminate the Separation and Distribution Agreement and the Distribution at any time prior to the Distribution. The Board of Directors of Fortune Brands may waive any of these conditions in its sole and absolute discretion.

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Incurrence of Debt

We expect to incur approximately $950.0 million in aggregate principal amount of indebtedness in connection with the Separation and Distribution under the Financing Arrangements, the proceeds of which we intend to use to make the Fortune Brands Cash Payment and to pay related fees and expenses. See “Description of Certain Indebtedness.” We may also incur additional indebtedness in the future.

Dividends

We presently intend to retain future earnings, if any, to finance our business. As a result, we do not currently expect to pay any cash dividends, although we may do so in the future. All decisions regarding payment of future dividends will be made by our Board of Directors from time to time in accordance with applicable law and will depend on our financial condition, earnings, capital requirements, legal requirements, regulatory constraints, industry practice and any other factors that our Board of Directors believes are relevant. There can be no assurance that we will have sufficient surplus under Delaware law to be able to pay any dividends. This may result from extraordinary cash expenses, actual expenses exceeding contemplated costs, funding of capital expenditures or increases in reserves. If we do not pay dividends, the price of our common stock that you receive in the Distribution must appreciate for you to receive a gain on your investment. This appreciation may not occur. Further, you may have to sell some or all of your shares of our common stock in order to generate cash flow from your investment.

Reasons for Furnishing This Information Statement

This Information Statement is being furnished solely to provide information to Fortune Brands stockholders who are entitled to receive shares of MasterBrand common stock in the Distribution. This Information Statement is not, and is not to be construed as, an inducement or encouragement to buy, hold or sell any of our securities. We believe that the information in this Information Statement is accurate as of the date indicated on the cover page. Changes may occur after that date, and neither Fortune Brands nor MasterBrand undertakes any obligation to update such information except pursuant to our respective obligations under the securities laws.

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CAPITALIZATION

The following table sets forth the unaudited cash and cash equivalents and capitalization of MasterBrand and its consolidated subsidiaries as of September 25, 2022 on a historical basis and on a pro forma basis to give effect to the Separation and Distribution and the transactions related thereto as if they had occurred on September 25, 2022.

An explanation of the pro forma adjustments made to our historical unaudited condensed consolidated balance sheet as of September 25, 2022 are discussed in the section of this Information Statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements.”

The pro forma adjustments are based on the best information available as of the date of this Information Statement and assumptions that management believes are reasonable given the information available as of the date of this Information Statement.

You should read the information in the following table together with “Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our unaudited pro forma condensed consolidated financial statements and accompanying notes included under “Unaudited Pro Forma Condensed Consolidated Financial Statements,” our audited consolidated financial statements and accompanying notes included elsewhere in this Information Statement, and our unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Information Statement.

We are providing the capitalization table for information purposes only. The capitalization table below may not reflect the capitalization or financial condition that would have resulted had we been operating as an independent, publicly-traded company on September 25, 2022 and is not necessarily indicative of our future capitalization or financial condition.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our audited consolidated financial statements and accompanying notes included elsewhere in this Information Statement and our unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Information Statement.

Our unaudited pro forma condensed consolidated statement of income for our 2021 fiscal year has been derived from our audited consolidated financial statements, which are included elsewhere in this Information Statement, and our unaudited pro forma condensed consolidated statement of income for the thirty-nine weeks ended September 25, 2022 and our unaudited pro forma condensed consolidated balance sheet as of September 25, 2022 have been derived from our unaudited condensed consolidated financial statements as of and for the thirty-nine weeks ended September 25, 2022, which are included elsewhere in this Information Statement. Our historical financial statements include allocations of certain expenses from Fortune Brands. These costs may not be representative of the costs we will incur in the future as an independent, publicly-traded company.

Our unaudited pro forma condensed consolidated statements of income give effect to the Separation and Distribution as if they had occurred on December 28, 2020, the beginning of the most recent fiscal year for which audited financial statements are available. Our unaudited pro forma condensed consolidated balance sheet gives effect to the Separation and Distribution as if they had occurred on September 25, 2022, our most recent balance sheet date. The pro forma adjustments are based on the best information available as of the date of this Information Statement and assumptions that management believes are reasonable given the information available as of the date of this Information Statement. The adjustments in our unaudited pro forma condensed consolidated financial statements have been identified and presented to provide relevant information in accordance with GAAP necessary for an illustrative understanding upon consummation of the Separation and Distribution.

Our unaudited pro forma condensed consolidated financial statements are not intended to represent what our results of operations or financial position would have been had the transactions contemplated by the Separation and Distribution Agreement occurred on the dates indicated. The unaudited pro forma condensed consolidated financial statements also should not be considered indicative of our future results of operations or financial position as an independent, publicly-traded company.

The accompanying unaudited pro forma condensed consolidated financial statements have been prepared from Fortune Brands’ historical accounting records and are presented on a stand-alone basis including transaction accounting adjustments to reflect as if our operations had been conducted independently from Fortune Brands.

Transaction accounting adjustments that reflect the effects of the Separation and Distribution include the following adjustments:

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Additionally, management adjustments are presented in the explanatory footnotes to the unaudited pro forma condensed consolidated statements of income for the thirty-nine weeks ended September 25, 2022 and fiscal year ended December 26, 2021 to provide supplemental information to understand synergies and dis-synergies that are expected to result from the Separation, primarily comprising incremental costs that MasterBrand expects to incur as a standalone entity.

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Unaudited Pro Forma Condensed Consolidated Statement of Income

Thirty-Nine Weeks Ended September 25, 2022

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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Unaudited Pro Forma Condensed Consolidated Statement of Income

Year Ended December 26, 2021

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 25, 2022

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 1: Basis of Presentation

The accompanying unaudited pro forma condensed consolidated financial statements have been prepared from Fortune Brands’ historical accounting records and are presented on a stand-alone basis as if our operations had been conducted independently from Fortune Brands in accordance with Article 11 of the SEC’s Regulation S-X, as amended.

Fortune Brands has historically provided financial support to us via our participation in Fortune Brands’ centralized approach to treasury, including financing and cash management activities. Under this centralized approach, cash management is performed through cash pooling arrangements. Under these cash pooling arrangements in the United States, cash balances are remitted regularly to Fortune Brands from our sweep accounts. Certain of our entities have standalone cash accounts that are not included in the centralized cash pooling arrangements. Our cash and cash equivalents on our historical consolidated balance sheets represent cash balances held in bank accounts owned by us and our consolidated subsidiaries. All borrowings attributable to our business and due to or due from Fortune Brands are recorded as a related party receivable or a related party payable in our historical consolidated balance sheets. We expect these relationships to cease immediately prior to the Distribution Date and that we and Fortune Brands will cash settle any related party payable balances owed by us to Fortune Brands and make a distribution of capital by us to Fortune Brands of any remaining related party receivable owed by Fortune Brands to us.

Our entry into the Transition Services Agreement, Tax Allocation Agreement and Employee Matters Agreement is not expected to have a material impact on the unaudited pro forma condensed consolidated balance sheet as of September 25, 2022 or the unaudited pro forma condensed consolidated statements of income for the year ended December 26, 2021 and the thirty-nine weeks ended September 25, 2022 as the historical consolidated financial statements for those periods already reflect allocations of costs for these services that are not expected to be materially different under the Transition Services Agreement, Tax Allocation Agreement and Employee Matters Agreement.

Note 2: Transaction Accounting Adjustments for the Financing Transactions

This note should be read in conjunction with the other notes in the unaudited pro forma condensed consolidated financial statements.

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Note 3: Transaction Accounting Adjustments for the Separation

This note should be read in conjunction with the other notes in the unaudited pro forma condensed consolidated financial statements.

Note 4: Management Adjustments

Our historical consolidated financial statements include expense allocations for certain corporate functions performed on our behalf by Fortune Brands, including information technology, finance, executive, human resources and legal. As a standalone public company, we expect that the costs we incur on a standalone basis for expenses previously allocated to us by Fortune Brands and new costs relating to our public company reporting and compliance obligations will be less than the expense allocations from Fortune Brands within our historical financial statements.

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The costs of MasterBrand we plan to incur are based on our expected organizational structure and expected cost structure as a standalone company. In order to determine the impact of the synergies and dis-synergies, MasterBrand prepared a detailed assessment of personnel costs based on the estimated resources and associated costs required as a baseline to stand up MasterBrand as a standalone company.

In addition to personnel costs, estimated non-personnel third party support costs in each function were considered, which included business support functions and corporate overhead charges previously shared with Fortune Brands. Estimated non-personnel third party support costs were determined by estimating third party spend in each function, and include the costs associated with outside services supporting information technology, finance, executive, human resources and legal. This process was used by all functions resulting in expected net cost savings when compared to the corporate allocations included in the historical financial statements.

Management believes that these cost estimates are reasonable and representative of the baseline costs, expected to be incurred within 12 months from the date of Separation, to stand up MasterBrand as a public company. However, actual additional costs that will be incurred could be different from these estimates. Management believes the presentation of these adjustments is necessary to enhance an understanding of the pro forma effects of the Separation and Distribution. The pro forma financial information below reflects all adjustments that are, in the opinion of management, necessary to provide a fair statement of the pro forma financial information, aligned with the assessment described above. If MasterBrand decides to increase or reduce resources or invest more heavily in certain areas in the future, that will be part of its future decisions and any incremental costs associated with these activities have not been included in the management adjustments below.

These management adjustments include forward-looking information. See “Cautionary Statement Concerning Forward-Looking Statements.”

The tax effect has been determined by applying the applicable statutory tax rates of 25.5% to the aforementioned adjustments for the period presented.

The below table includes the dis-synergies and synergies and the cumulative impact on pro forma net income and pro forma earnings per share as well as the basis for each adjustment and specific method used to estimate the adjustment:

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our historical consolidated financial statements and the notes thereto which are included elsewhere in this Information Statement. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on management’s expectations, estimates, assumptions and projections about our industry, business and future financial results, based on information available at the time of the statement. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections of this Information Statement entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” We undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to future results over time or otherwise, except as required by law.

We believe the assumptions underlying our consolidated financial statements are reasonable. However, our consolidated financial statements included elsewhere in this Information Statement may not necessarily reflect our results of operations, financial position and cash flows in the future or what they would have been had we been a standalone publicly-traded company during the periods presented.

Introduction

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is a supplement to the accompanying consolidated financial statements of MasterBrand and its consolidated subsidiaries and provides additional information on our business, recent developments, financial condition, liquidity and capital resources, cash flows and results of operations. This MD&A includes certain historical consolidated financial data for MasterBrand and its subsidiaries. The Cabinets segment had historically been operated by MBCI. In July 2022, Fortune Brands incorporated MasterBrand in the State of Delaware and subscribed to all of the shares of MasterBrand’s common stock upon its incorporation. Following the incorporation of MasterBrand, the following occurred: (1) Fortune Brands contributed all of the issued and outstanding shares of capital stock of MBCI to MasterBrand, resulting in MBCI becoming a subsidiary of MasterBrand through a transaction between entities under common control; and (2) MBCI was converted into a Delaware limited liability company, MBC LLC. As a result, the historical activity of the Company is that of MBCI prior to the Reorganization and the Company’s equity structure has been retroactively recast to reflect that of MasterBrand which includes 5,000 authorized and 100 issued shares of its common stock. Previously, the equity structure of MBCI included 1,000 authorized and issued shares of common stock. All share and per share amounts for all periods presented in our consolidated financial statements and our unaudited condensed consolidated financial statements reflect the effects of the change in equity structure resulting from the Reorganization.

MD&A is organized as follows:

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Overview

Founded nearly 70 years ago, we are the largest manufacturer of residential cabinets in North America, based on 2021 net sales. Our superior product quality, innovative design and service excellence drives a compelling value proposition. We have insight into the fashion and features consumers desire, which we use to tailor our product lines across price points. Our volume leadership allows us to achieve an advantaged cost structure and service platform by standardizing product platforms and components to the greatest extent possible—resulting in an improved facility footprint and an efficient supply chain. Further, our decades of experience have informed how we use global geographies to optimize procurement and manufacturing costs. Finally, with the most extensive dealer network throughout the United States and Canada, we have an advantaged distribution model that cannot be easily replicated. We expect to further extend our competitive advantages by using technology and data to enhance the consumer’s experience from visualization to ordering to delivery and installation.

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We believe our exceptional transformation over the last few years is only beginning to unlock the potential value of our unique combination of scale, operational agility, data-first operating model and strong continuous improvement culture. We will continue to distinguish this advantaged platform by capitalizing on the powerful demographic trends that we expect will drive R&R and new construction growth for years to come. We believe the combination of our leading market position and size, strategic vision, strong partnerships and commitment to continuous improvement will drive our future growth.

We sell our products through various channels including dealers, retailers and builders. In addition, we are actively growing our presence in the emerging cabinets e-commerce channel, including through our channel partners’ on-line presence, and are actively partnering with leading players to develop continuing opportunities to penetrate and innovate in this exciting category.

We offer a comprehensive portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. Our products are available in a wide variety of designs, finishes and styles and span the most attractive categories of the cabinets market: stock, semi-custom and premium cabinetry. Our unique product portfolio allows homeowners to create the living spaces of their dreams, tailored to their price point and personalized for their individual style. While our product offerings may overlap in different categories, they generally follow the following characteristics: stock products provide consumers with a strong value proposition at entry level pricing, and these products benefit from low design complexity, standardized components and shorter lead times, while also offering exceptional quality and reliability; semi-custom products offer more styles and features than stock cabinets, allowing consumers to create a more personalized space at a lower price point compared to premium products; and finally premium products enable consumers to achieve their dream home by designing highly customized cabinets to meet their exact specifications—if they can dream it, we can make it.

Our business primarily relies on home improvement, R&R, and new home construction activity levels, principally in the U.S. and Canada. The housing market is sensitive to changes in economic conditions and other factors, such as the level of employment, access to and the cost of labor, consumer confidence, demographic changes, consumer income, government tax programs, home prices, availability of financing, inflation and interest rate levels. Substantially all of our sales are in the United States and Canada.

According to a 2021 study by FreddieMac, U.S. housing stock remains over three million homes underbuilt, and inventory continues to turn over rapidly. While rising interest rates may lead to a brief pause in activity while expectations are recalibrated, there are simply not enough homes to support pent-up demand. The U.S. has enjoyed long-term, sustained R&R growth; we estimate that U.S. R&R sales increased at a CAGR of 7% from 2018 to 2021. This growth is driven by aging U.S. housing stock, which has precipitated homeowners to upgrade outdated home spaces. According to the U.S. Census Bureau, U.S. new construction starts grew at a 9% CAGR from 2018 to 2021.

Over the thirty-nine weeks ended September 25, 2022 as compared to the thirty-nine weeks ended September 26, 2021, our net sales grew 18.0% as we benefited from favorable price, including price increases which helped to mitigate the impact of cumulative commodity and transportation cost increases, and higher sales volume across our product portfolio. Operating income was flat over the same period, despite the impairment of an indefinite-lived tradename of $26.0 million in the second quarter of 2022, and increased corporate expense allocations from Fortune Brands during the thirty-nine weeks ended September 25, 2022 ($22.8 million increase) as compared to the thirty-nine weeks ended September 26, 2021. Aside from these factors, the first three quarters of 2022 benefitted from favorable price, higher volume and manufacturing productivity improvements, partially offset by higher commodity, inbound transportation, distribution and employee-related costs.

Over our 2020 and 2021 fiscal years, our net sales grew at a compounded annual rate of 9% as we benefited from a growing U.S. home products market across all sales channels and broad cabinetry price increases to help mitigate the impact of cumulative commodity and transportation cost increases. Operating income grew at a compounded annual rate of 27% with consolidated GAAP operating margins between 6% and 8% from 2019 to

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2021. Growth in operating income was primarily due to the higher sales volume and the benefits of manufacturing productivity programs.

During the first half of 2020, in response to the COVID-19 pandemic, a number of countries including the U.S. issued orders requiring nonessential businesses to close (“closure orders”) and ordered persons who were not engaged in essential businesses to stay at home. In general, many states and jurisdictions designated our products, our retail channel partners and residential construction as essential business activities. Although our financial results were negatively impacted by these closure orders during the second quarter of 2020, our sales volumes increased during the third and fourth quarters of 2020 and our 2021 fiscal year as a result of restrictions being relaxed.

Outlook

The North American market for our Cabinetry products consists of spending on both new home construction and R&R activities within existing homes. Because of the strong fundamentals underpinning housing, including favorable demographics, lack of supply and aged housing stock, we expect the robust housing market to remain elevated, even with the possibility of slower market growth due to rising interest rates. However, continued growth in the U.S. market for our home products may be impacted by consumer confidence, employment, wage growth, home prices, mortgage rates and credit availability.

In addition, we may continue to be impacted by, among other things, fluctuations in raw material, component, and labor availability and costs, tariffs, transportation costs, foreign exchange rates, inflation, interest rates and promotional activities among our competitors. We strive to offset the potential unfavorable impact of these items with productivity improvements and price adjustments.

Separation from Fortune Brands

On April 28, 2022, Fortune Brands announced that its Board of Directors approved in principle a separation of its Cabinets segment into a standalone publicly-traded company. Once the Separation is complete, we will be an independent, publicly-traded company. Fortune Brands will continue as an independent, publicly-traded company focused on its Home, Security and Building products categories. The Distribution is expected to be generally tax-free for U.S. federal income tax purposes to Fortune Brands, us and Fortune Brands stockholders. The Separation will be completed by way of a pro rata dividend of our common stock to stockholders of Fortune Brands common stock as of the Record Date. After the Separation, Fortune Brands stockholders will own 100% of the outstanding shares of our common stock, and we will operate as an independent, publicly-traded company.

Prior to the Separation, we and Fortune Brands expect to enter into a Separation and Distribution Agreement, a Transition Services Agreement, an Employee Matters Agreement and a Tax Allocation Agreement, which are described in “Certain Relationships and Related Party Transactions—Agreements with Fortune Brands.” Consummation of the Separation is subject to certain conditions, as described in “The Separation—Conditions to the Distribution” in this Information Statement.

Fortune Brands believes that separating its Cabinets segment in current market conditions into a standalone publicly-traded company will significantly enhance the long-term growth and return prospects of Fortune Brands and our Company and offer substantially greater long-term value to stockholders, customers and employees of each company. Moreover, separating the Cabinets segment into an independent, standalone company with publicly-traded stock will enable Fortune Brands to migrate those members of its stockholder base which are more aligned with the risk profile and market trends specific to the basic building products industry. In addition, the Separation will provide Fortune Brands and our Company with a number of benefits, including:

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Basis of Presentation

The Cabinets segment had historically been operated by MBCI. In July 2022, Fortune Brands incorporated MasterBrand in the State of Delaware and subscribed to all of the shares of MasterBrand’s common stock upon its incorporation. Following the incorporation of MasterBrand, the following occurred: (1) Fortune Brands contributed all of the issued and outstanding shares of capital stock of MBCI to MasterBrand, resulting in MBCI becoming a subsidiary of MasterBrand through a transaction between entities under common control; and (2) MBCI was converted into a Delaware limited liability company, MBC LLC. As a result, the historical activity of the Company is that of MBCI prior to the Reorganization and the Company’s equity structure has been retroactively recast to reflect that of MasterBrand which includes 5,000 authorized and 100 issued shares of its common stock. Previously, the equity structure of MBCI included 1,000 authorized and issued shares of common stock. All share and per share amounts for all periods presented in our consolidated financial statements and our unaudited condensed consolidated financial statements reflect the effects of the change in equity structure resulting from the Reorganization. Our consolidated financial statements are based on a 52- or 53-week fiscal year ending on the last Sunday in December in each calendar year and have been principally derived from the consolidated financial statements of our Company and its consolidated subsidiaries using the historical results of operations, and historical basis of assets and liabilities. Our consolidated financial statements have been prepared in accordance with GAAP. Our historical financial statements include allocations of expenses related to certain Fortune Brands corporate functions, including information technology, finance, executive, human resources and legal. These expenses have been allocated based on direct usage or benefit where specifically identifiable, with the remainder allocated on a proportional cost allocation method based primarily on net sales, employee headcount or number of facilities, as applicable. Total expenses allocated for the thirty-nine weeks ended

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September 25, 2022, the thirty-nine weeks ended September 26, 2021, and our 2021, 2020 and 2019 fiscal years were $69.2 million, $42.6 million, $62.0 million, $61.6 million and $46.8 million, respectively. Of these allocations, $52.6 million, $29.8 million, $42.3 million, $42.4 million and $33.8 million, respectively, were not previously allocated to us for the thirty-nine weeks ended September 25, 2022, the thirty-nine weeks ended September 26, 2021, and our 2021, 2020 and 2019 fiscal years. Such amounts are primarily included within selling, general and administrative expenses in our consolidated statements of income and comprehensive income. We consider the expense methodology and resulting allocation to be reasonable for all periods presented; however, the allocations may not be indicative of actual expenses that would have been incurred had we operated as an independent, publicly-traded company for the periods presented. Actual costs that we may have incurred had we been a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by our employees and strategic decisions made in areas such as manufacturing, selling and marketing, research and development, information technology and infrastructure.

The income tax amounts in our consolidated financial statements have been calculated on a separate return method and presented as if our operations were separate taxpayers in the respective jurisdictions.

Following the Separation, we expect that a limited number of services that Fortune Brands provided to us, or we provided to them, prior to the Separation will continue to be provided for a period of time under a Transition Services Agreement. We expect to incur certain costs to establish ourselves as a standalone public company, including services provided by our own resources or through third-party service providers relating to corporate functions, including information technology, finance, executive, human resources and legal services, as well as ongoing additional costs associated with operating as an independent, publicly-traded company.

All transactions between us and Fortune Brands previously resulting in related party balances will be settled in our consolidated financial statements immediately prior to the Distribution Date, including by making a distribution of capital by us to Fortune Brands of any remaining related party receivable owed by Fortune Brands to us. For more information regarding related party transactions with Fortune Brands, see the section entitled “Certain Relationships and Related Party Transactions—Agreements with Fortune Brands” and Note 18 of our audited consolidated financial statements and Note 14 of our unaudited condensed consolidated financial statements, which are included elsewhere in this Information Statement. Fortune Brands utilizes a central approach to treasury management, and we historically participated in related cash pooling arrangements. Our cash and cash equivalents on our consolidated balance sheets represent cash balances held in bank accounts owned by us and our consolidated subsidiaries. As of September 25, 2022, we have no third-party borrowings. All borrowings attributable to our business and due to Fortune Brands are recorded as “related party payable” in our consolidated balance sheets and classified as current or noncurrent based on loan maturity dates. Fortune Brands’ third-party debt and related interest expense have not been attributed to us as we are not the legal obligor of the debt, and the borrowings are not specifically identifiable to us. However, we expect to incur approximately $950.0 million in aggregate principal amount of indebtedness in connection with the Separation and Distribution under the Financing Arrangements, which would result in additional interest expense in future periods.

Results of Operations

The following discussion of consolidated results of operations refers to the thirty-nine weeks ended September 25, 2022 compared to the thirty-nine weeks ended September 26, 2021, our 2021 fiscal year compared to our 2020 fiscal year and our 2020 fiscal year compared to our 2019 fiscal year.

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Thirty-Nine Weeks Ended September 25, 2022 Compared to the Thirty-Nine Weeks Ended September 26, 2021