AMWD executive disposes 20,536 shares in merger

AMERICAN WOODMARK CORP senior vice president of remodel sales Dwayne L. Medlin reported an issuer-related disposition of 20,536 shares of common stock on May 28, 2026, at a stated price of $0.00 per share, leaving him with no directly held shares.

Rhea-AI Filing Summary

AMERICAN WOODMARK CORP senior vice president of remodel sales Dwayne L. Medlin reported an issuer-related disposition of 20,536 shares of common stock on May 28, 2026, at a stated price of $0.00 per share, leaving him with no directly held shares.

The filing notes that on the same date, American Woodmark merged with a subsidiary of MasterBrand, Inc., becoming its wholly owned subsidiary. At the merger’s effective time, each restricted stock unit held by company officers converted into a restricted stock unit tied to MasterBrand common stock based on an exchange ratio, with any fractional shares rounded down.

Insider Trade Summary

Disposition: 20,536 shares

Disposition 1 txn

Insider MEDLIN DWAYNE L

Role SVP, Remodel Sales

Type	Security	Shares	Price	Value
Disposition	Common Stock	20,536	$0.00	$0.00

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

Footnotes (2)

1. F1. 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. F2. In addition, at the Effective Time, each restricted stock unit held by the Company's officers converted into a restricted stock unit with respect to 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 any fractional shares rounded down to the nearest whole share).

Key Figures

Shares disposed: 20,536 shares Price per share: $0.00 per share Post-transaction holdings: 0 shares +2 more

5 metrics

Shares disposed 20,536 shares Disposition to issuer on May 28, 2026

Price per share $0.00 per share Stated transaction price for issuer disposition

Post-transaction holdings 0 shares Total shares following transaction for Medlin

Transaction code D Disposition to issuer (non-derivative common stock)

Dispose transactions 1 transaction transactionSummary shows one dispose event

Key Terms

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

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.

Effective Time regulatory

"In addition, at the Effective Time, each restricted stock unit held by the Company's officers"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

restricted stock unit financial

"each restricted stock unit held by the Company's officers converted into a restricted stock unit"

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.

Exchange Ratio financial

"multiplied by the Exchange Ratio (with any fractional shares rounded down"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did AMWD executive Dwayne L. Medlin report?

Dwayne L. Medlin reported disposing of 20,536 shares of American Woodmark common stock back to the issuer at a stated price of $0.00 per share, leaving him with no directly held shares following the transaction tied to the company’s merger with MasterBrand.

How many AMWD shares did Dwayne L. Medlin hold after the reported Form 4 transaction?

After the reported disposition, Dwayne L. Medlin held zero shares of American Woodmark common stock directly. The Form 4 shows 20,536 shares were returned to the issuer in connection with the merger closing, fully eliminating his directly reported holdings in that security.

What merger event is referenced in this AMWD Form 4 filing?

The filing references a merger where Maple Merger Sub, Inc. combined with American Woodmark Corporation, with American Woodmark surviving as a wholly owned subsidiary of MasterBrand, Inc. This transaction was completed pursuant to an Agreement and Plan of Merger dated August 5, 2025.

How were AMWD officers’ restricted stock units treated at the merger effective time?

At the merger’s effective time, each restricted stock unit held by American Woodmark officers converted into a restricted stock unit tied to MasterBrand common stock, using an exchange ratio based on underlying American Woodmark shares, with any resulting fractional MasterBrand shares rounded down to the nearest whole share.

Does the AMWD Form 4 indicate a market sale of shares by Dwayne L. Medlin?

The Form 4 indicates a disposition to the issuer at a price of $0.00 per share, not an open-market sale. The transaction reflects shares returned to American Woodmark in connection with the merger structure, rather than a market trade for cash consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 04:04 PM Learn about SEC filing dates

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^*

MEDLIN DWAYNE L

(Last) (First) (Middle)

561 SHADY ELM ROAD

(Street)

WINCHESTER VIRGINIA 22602

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Remodel Sales

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		20,536	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. In addition, at the Effective Time, each restricted stock unit held by the Company's officers converted into a restricted stock unit with respect to 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 any fractional shares rounded down to the nearest whole share).

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)