American Woodmark (AMWD) SVP returns 15,708 shares to issuer in merger

Rhea-AI Filing Summary

American Woodmark Corporation senior vice president and chief human resources officer Kimberly G. Coldiron reported a disposition of 15,708 shares of common stock to the issuer on May 28, 2026. The shares were returned at a stated price of $0.00 per share, leaving no directly held American Woodmark common stock reported after the transaction.

According to the footnotes, this disposition occurred at the closing of a merger in which Maple Merger Sub, Inc. merged with and into American Woodmark, with the company surviving as a wholly owned subsidiary of MasterBrand, Inc. At the effective time of the merger, each restricted stock unit held by company officers converted into a MasterBrand restricted stock unit based on an exchange ratio.

Insights

Equity compensation and governance analyst

Executive returns 15,708 shares to issuer in merger-related cleanup.

Kimberly G. Coldiron, SVP and CHRO of American Woodmark, reported a Form 4 transaction coded "D" for disposition to issuer. She returned 15,708 shares of common stock at a stated price of $0.00, and the filing shows zero shares directly held afterward.

The footnotes explain that the event coincided with the closing of a merger where American Woodmark became a wholly owned subsidiary of MasterBrand, Inc. Officer restricted stock units converted into MasterBrand stock units using an exchange ratio. This indicates an administrative equity transition tied to the change in corporate structure rather than an open-market sale.

The transaction affects only the reporting officer’s American Woodmark holdings shown in this filing and does not involve cash proceeds at the reported per-share price. Any future impact depends on how the converted MasterBrand equity awards perform, which is outside the scope of this report.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider COLDIRON KIMBERLY G

Role SVP, CHRO

Type	Security	Shares	Price	Value
Disposition	Common Stock	15,708	$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). 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 to issuer: 15,708 shares Stated transaction price: $0.00 per share Shares held after transaction: 0 shares

3 metrics

Shares disposed to issuer 15,708 shares Disposition to issuer on May 28, 2026

Stated transaction price $0.00 per share Disposition of American Woodmark common stock

Shares held after transaction 0 shares Direct American Woodmark common stock holdings post-transaction

Key Terms

Agreement and Plan of Merger, restricted stock unit, Exchange Ratio, Effective Time, +1 more

5 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.

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

"common stock equal to the number of shares of Company common stock ... multiplied by 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.

Effective Time regulatory

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

wholly owned subsidiary financial

"with the Company surviving as a wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

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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^*

COLDIRON KIMBERLY G

(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, CHRO

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		15,708	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)

FAQ

What insider transaction did AMWD executive Kimberly G. Coldiron report?

Kimberly G. Coldiron reported a disposition to issuer of 15,708 American Woodmark common shares. The shares were returned at a stated price of $0.00 per share, and the filing shows she held no American Woodmark common stock directly after this transaction.

Was the AMWD Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a transaction coded "D" for disposition to issuer, not an open-market sale. The 15,708 shares of American Woodmark common stock were returned to the company at a recorded price of $0.00 per share in connection with a corporate transaction.

How many AMWD shares did Kimberly G. Coldiron hold after the disposition?

After returning 15,708 shares to the issuer, the Form 4 reports 0 shares of American Woodmark common stock directly owned. This indicates the disposition covered her entire directly reported American Woodmark common stock position shown in this filing.

What corporate event is linked to this AMWD insider disposition?

The disposition is linked to a merger where Maple Merger Sub, Inc. merged with and into American Woodmark. After the transaction, American Woodmark survived as a wholly owned subsidiary of MasterBrand, Inc., according to the footnote description in the filing.

What happened to AMWD officers’ restricted stock units at the merger effective time?

At the effective time, each American Woodmark officer restricted stock unit converted into a restricted stock unit for MasterBrand common stock. The number of MasterBrand units equaled the American Woodmark units multiplied by the exchange ratio, with any fractional shares rounded down to the nearest whole share.

Does the AMWD Form 4 mention an exchange ratio for converting equity awards?

Yes, the footnote states that restricted stock units converted into MasterBrand units based on an Exchange Ratio. Each American Woodmark restricted stock unit became a MasterBrand unit equal to the prior unit count multiplied by the exchange ratio, with fractional shares rounded down.