American Woodmark (AMWD) director logs share disposition in MasterBrand merger

Rhea-AI Filing Summary

AMERICAN WOODMARK CORP director Philip D. Fracassa reported a disposition of 4,120 shares of common stock to the company, leaving him with 0 shares directly owned after the transaction. This disposition occurred in connection with the closing of a merger where American Woodmark became a wholly owned subsidiary of MasterBrand, Inc.

At the effective time of the merger, each share of American Woodmark common stock converted into the right to receive 5.150 shares of MasterBrand common stock. Restricted stock units held by non-employee directors similarly converted into MasterBrand shares based on the same 5.150 exchange ratio, subject to tax withholding.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fracassa Philip D.

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	4,120	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. On May 28, 2026, pursuant to that certain Agreement and Plan of Merger, dated August 5, 2025, by and among MasterBrand, Inc., a Delaware corporation (Parent), Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of Parent (Merger Sub), and American Woodmark Corporation, a Virginia corporation (the Company), Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the Merger). At the effective time of the Merger (the Effective Time), each share of common stock of the Company (Company common stock) outstanding immediately prior to the Effective Time converted into the right to receive 5.150 shares of common stock of Parent (Parent common stock) (such ratio, the Exchange Ratio). In addition, at the Effective Time, each restricted stock unit held by the Company's non-employee directors converted into the right to receive a number of shares of Parent common stock equal to the number of shares of Company common stock subject to the restricted stock unit immediately prior to the Effective Time multiplied by the Exchange Ratio (with a cash payment in respect of any fractional shares in accordance with the Merger Agreement), less any applicable tax withholding.

Key Figures

Shares disposed: 4,120 shares Price per share: $0.0000 Shares after transaction: 0 shares +1 more

4 metrics

Shares disposed 4,120 shares Issuer disposition of American Woodmark common stock

Price per share $0.0000 Reported transaction price for disposition to issuer

Shares after transaction 0 shares Total American Woodmark common stock directly owned post-transaction

Exchange ratio 5.150 shares MasterBrand common stock per AMWD share at merger effective time

Key Terms

Agreement and Plan of Merger, Exchange Ratio, restricted stock unit, Effective Time

4 terms

Agreement and Plan of Merger regulatory

"pursuant to that certain Agreement and Plan of Merger, dated August 5, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Exchange Ratio financial

"converted into the right to receive 5.150 shares of common stock of Parent ... (such ratio, the Exchange Ratio)"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

restricted stock unit financial

"each restricted stock unit held by the Company's non-employee directors converted into the right to receive a number of shares of Parent common stock"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Effective Time regulatory

"At the effective time of the Merger (the Effective Time), each share of common stock"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fracassa Philip D.

(Last) (First) (Middle)

4705 BARNSLEIGH DRIVE

(Street)

AKRON OHIO 44333

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN WOODMARK CORP [ AMWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/28/2026(1)		D		4,120	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 28, 2026, pursuant to that certain Agreement and Plan of Merger, dated August 5, 2025, by and among MasterBrand, Inc., a Delaware corporation (Parent), Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of Parent (Merger Sub), and American Woodmark Corporation, a Virginia corporation (the Company), Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the Merger).

2. At the effective time of the Merger (the Effective Time), each share of common stock of the Company (Company common stock) outstanding immediately prior to the Effective Time converted into the right to receive 5.150 shares of common stock of Parent (Parent common stock) (such ratio, the Exchange Ratio). In addition, at the Effective Time, each restricted stock unit held by the Company's non-employee directors converted into the right to receive a number of shares of Parent common stock equal to the number of shares of Company common stock subject to the restricted stock unit immediately prior to the Effective Time multiplied by the Exchange Ratio (with a cash payment in respect of any fractional shares in accordance with the Merger Agreement), less any applicable tax withholding.

Remarks:

	Jan L. Symons, Attorney-In-Fact	05/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did AMWD director Philip D. Fracassa report?

Philip D. Fracassa reported a disposition of 4,120 shares of American Woodmark common stock back to the issuer. After this issuer disposition, his directly owned American Woodmark shares were 0, reflecting the impact of the completed merger with MasterBrand.

How does the MasterBrand merger affect AMWD common stock holders?

Each share of American Woodmark common stock outstanding immediately before the merger’s effective time converted into the right to receive 5.150 shares of MasterBrand common stock. This share-for-share exchange restructures holders’ investment into MasterBrand equity.

What was the exchange ratio for AMWD shares in the MasterBrand deal?

The merger set an exchange ratio of 5.150, meaning each share of American Woodmark common stock converted into the right to receive 5.150 shares of MasterBrand common stock at the merger’s effective time.

What happened to AMWD restricted stock units held by non-employee directors?

At the merger’s effective time, each restricted stock unit held by American Woodmark non-employee directors converted into the right to receive MasterBrand common shares. The number was based on underlying AMWD shares multiplied by the 5.150 exchange ratio, less tax withholding.

Does Philip D. Fracassa still directly own AMWD common shares after this Form 4?

No. Following the reported issuer disposition of 4,120 shares, the Form 4 shows Philip D. Fracassa with 0 directly owned shares of American Woodmark common stock, consistent with the completed merger transaction.