Item 1.01 Entry into a Material Definitive Agreement

Agreement and Plan of Merger

On March 20, 2022, Huttig Building Products, Inc. (the "Company"), Woodgrain Inc., an Oregon corporation ("Woodgrain"), and HBP Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Woodgrain ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger Sub will commence a tender offer (the "Offer") to purchase all of the outstanding shares of the Company's common stock, par value $0.01 per share ("Common Stock"), and, as soon as practicable following consummation of the Offer, Merger Sub will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger (the "Surviving Corporation") and a wholly-owned subsidiary of Woodgrain.

Pursuant to the terms and subject to the conditions of the Merger Agreement, upon the consummation of the Offer, tendering holders of shares of Common Stock will be entitled to receive $10.70 per share, net to each holder in cash, without interest, less any amount required to be withheld therefrom in accordance with applicable law as provided in the Merger Agreement (the "Offer Price").

The obligation of Merger Sub to purchase shares of Common Stock tendered in the Offer is subject to the satisfaction or waiver of a number of conditions set forth in Annex I to the Merger Agreement, including (i) that there must have been validly tendered and not validly withdrawn shares of Common Stock that, considered together with all other shares, if any, beneficially owned by Merger Sub and its affiliated entities, represent a majority of the outstanding shares of Common Stock, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and (iii) those other conditions set forth in Annex I to the Merger Agreement, including with respect to the accuracy of the representations and warranties of the parties and the compliance of the parties with their respective covenants, subject to customary qualifications, including with respect to materiality (collectively, the "Offer Conditions").

Under the terms of the Merger Agreement, the Offer will initially expire at one minute after 11:59 p.m. New York City time on the date that is 20 business days following the commencement of the Offer. The expiration date may be extended (i) for the minimum period required by any rule, regulation, interpretation or position of Securities and Exchange Commission (the "SEC") or its staff applicable to the Offer or the minimum period otherwise required by applicable law and (ii) if as of the otherwise scheduled expiration date of the Offer, any Offer Condition has not been satisfied or, to the extent permitted in accordance with the Merger Agreement, waived, for one or more consecutive increments of not more than five Business Days each (or such longer period as may be agreed in writing by the Company) until all of the Offer Conditions have been satisfied or, to the extent permitted in accordance with the Merger Agreement, waived. Merger Sub will not be required to, and without the Company's prior written consent will not, extend the Offer beyond the earlier of July 20, 2022 (or March 20, 2023, if the Merger Agreement end date is extended pursuant to the terms thereof) and the date the Merger Agreement is terminated in accordance with its terms.

Subject to the satisfaction or waiver of the Offer Conditions, Merger Sub will (i) promptly (and in any event no later than 9:00 a.m., New York City time, on the first business day after) after the expiration date of the Offer accept for payment all shares tendered (and not validly withdrawn) pursuant to the Offer (the time of such acceptance, the "Acceptance Time") and (ii) promptly after the Acceptance Time (and in any event no later than the end of business day on which the Acceptance Time occurs) pay for such shares of Common Stock.

Subject to (i) the occurrence of the Acceptance Time, (ii) the absence of certain legal impediments preventing the completion of the Merger and (iii) the passage of at least 40 days following the signing date of the Merger Agreement, as soon as practicable after the Acceptance Time, the Merger will be consummated in accordance with Section 251(h) of the Delaware General Corporation Law (the "DGCL") without a vote of the Company's stockholders. Each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"), other than shares of Common Stock owned directly or indirectly by Merger Sub and certain other excluded shares as further described in the Merger Agreement, will be automatically converted into the right to receive an amount equal to the Offer Price.

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Further, at the Effective Time, each restricted stock or restricted stock unit award granted by the Company in respect of shares of Common Stock (a "Restricted Stock Award") that is outstanding as of the Effective Time, whether or not vested, will immediately vest and be cancelled by virtue of the Merger, in consideration for the right to receive a cash payment (without interest and less applicable withholding taxes) equal to the product of (i) the number of shares of Common Stock subject to such Restricted Stock Award as of the Effective Time and (ii) the Offer Price.

The Merger is expected to close in the second quarter of 2022.

Each of the Company, Woodgrain and Merger Sub has made certain customary representations, warranties and covenants in the Merger Agreement. The Company's covenants include, among other things, the obligation (i) to use reasonable best efforts to conduct its business in the ordinary course, subject to certain exceptions, during the period between the execution of the Merger Agreement and the Effective Time, (ii) not to solicit or initiate discussions with third parties regarding alternative acquisition proposals and (iii) to respond to proposals regarding such alternative acquisition proposals only in accordance with the terms of the Merger Agreement.

The Merger Agreement contains certain termination rights for both the Company and Woodgrain. The Merger Agreement may be terminated by either the Company or Woodgrain if the Acceptance Time has not occurred by July 20, 2022, except that either Parent or the Company may elect to extend this date to March 20, 2023 if the only Offer Condition that has not been satisfied is that relating to the expiration or termination of the applicable waiting period under the HSR Act.

The Merger Agreement further provides that the Company would be required to pay Woodgrain a termination fee of $8,815,000 in certain circumstances, including if Woodgrain terminates the Merger Agreement following a change in recommendation by the Board of Directors of the Company (the "Board"). The Company would also be required to pay the foregoing termination fee:



         •   if Woodgrain terminates the Merger Agreement in connection with an
             intentional breach by the Company of certain of its covenants
             restricting solicitation of alternative acquisition proposals;
. . .

Item 3.03 Material Modification to the Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Rights Agreement Amendment is incorporated by reference into this Item 3.03.

Item 7.01 Regulation FD Disclosure.

On March 21, 2022, the Company and Woodgrain issued a joint press release announcing entry into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The forgoing information is being furnished pursuant to Item 7.01 of Form 8-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such Section.



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Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 related to management's expectations about future conditions, including statements regarding the proposed transaction with Woodgrain, including the expected timing, completion and effects of the Offer and the Merger. In some cases, forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words "expect," "intend," "plan," "anticipate," "estimate," "believe," "may," "will be," "will continue," "will likely result" and similar expressions. Actual business, market or other conditions may differ materially from management's expectations and, accordingly, may affect the Company's sales and profitability, liquidity and future value. Any forward-looking statements represent management's views only as of today and should not be relied upon as representing management's views as of any subsequent date, and the Company undertakes no obligation to update any forward-looking statement.

Among the risks, contingencies and uncertainties that could cause actual results to differ from those described in the forward-looking statements or could result in the failure of the proposed transaction to be completed are the following: the failure to obtain the necessary minimum tender of shares of Common Stock; the failure to obtain necessary regulatory or other governmental approvals for the proposed transaction, or if obtained, the possibility of being subjected to conditions that could result in a material delay in, or the abandonment of, the proposed transaction or otherwise have an adverse effect on the Company; continued availability of financing or alternatives for the financing provided in the Woodgrain debt commitment letter; the failure to satisfy required closing conditions; the risk that the proposed transaction may not be completed in a timely manner or at all; the

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effect of restrictions placed on the Company and its subsidiaries' ability to operate their businesses under the Merger Agreement, including the Company's ability to pursue alternatives to the proposed transaction; the risk of disruption resulting from the proposed transaction, including the diversion of the Company's management's attention from ongoing business operations; the effect the announcement of the proposed transaction on the Company's ability to retain and hire key employees; the effect of the announcement of the proposed transaction on the Company's business relationships, operating results and businesses generally; the outcome of any legal proceedings that may be instituted against the Company related to the proposed transaction; the amount of the costs, fees and expenses related to the proposed transaction; and the occurrence of any event giving rise to the right of a party to terminate the Merger Agreement.

Information describing other risks and uncertainties affecting the Company that could cause actual results to differ materially from those in forward-looking statements may be found in the Company's filings with the SEC, including, but not limited to, the "Risk Factors" in the Company's most recent Annual Report on Form 10-K.

Notice to Investors and Security Holders

This Current Report on Form 8-K relates to the Offer and the Merger involving the Company and Woodgrain. The Offer has not yet commenced. This report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and is not a substitute for the tender offer materials or any other documents that Woodgrain or the Company may file with the SEC or send to the Company's stockholders in connection with the Offer. The solicitation and offer to buy shares of Common Stock will only be made pursuant to an offer to purchase and related tender offer materials. At the time the Offer is commenced, Woodgrain and Merger Sub will file a tender offer statement on Schedule TO and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES OF COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK. Investors and security holders will be able to obtain the tender offer materials and any other documents filed with the SEC, when available, free of charge at the SEC's web site, www.sec.gov, and, to the extent filed by the Company with the SEC, the Company's website, www.huttig.com, or by a request in writing to the Company at 555 Maryville University Drive, Suite 400, St. Louis, Missouri 63141, Attention: Corporate Secretary. In addition, copies of the tender offer materials filed with the SEC by Woodgrain and Merger Sub can be obtained, when filed, free of charge by directing a request to the Information Agent for the Offer, which will be named in the Schedule TO.

Item 9.01 Financial Statements and Exhibits.




(d)    Exhibits.

Number                                     Exhibit

 2.1          Agreement and Plan of Merger, dated March 20, 2022, among Woodgrain
            Inc., HBP Merger Sub, Inc. and Huttig Building Products, Inc.†

 4.1          Second Amendment, dated March 20, 2022, to the Rights Agreement
            dated as of May 18, 2016, as amended May 6, 2019, by and between
            Huttig Building Products, Inc. and Computershare Trust Company, N.A.,
            as Rights Agent.

99.1          Press release, dated March 21, 2022.

104         Cover Page Interactive Data File (embedded with the Inline XBLR
            document).

† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The


  Company hereby undertakes to furnish supplementally copies of any of the
  omitted schedules upon request by the Securities and Exchange Commission. The
  Company may request confidential treatment pursuant to Rule 24b-2 of the
  Securities Exchange Act of 1934, as amended, for any schedules so furnished or
  in accordance with Item 601(a)(5) of Regulation S-K.

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