[Form 4] American Woodmark Corp Insider Trading Activity

Rhea-AI Filing Summary

Philip D. Fracassa, a director of American Woodmark Corp (AMWD), was granted 2,150 service-based restricted stock units on 08/20/2025 at an attributable price of $62.33 per share. The RSUs are reported as an acquisition and will vest on 08/20/2026. Following the grant, Mr. Fracassa beneficially owns 4,120 shares, held directly. The Form 4 was filed for a single reporting person and executed by an attorney-in-fact on 08/21/2025. This filing discloses a routine, service-based equity award to a director rather than an open-market purchase or sale.

Positive

• Director received 2,150 service-based restricted stock units, which aligns his incentives with shareholders and supports retention through a one-year vesting period.
• Holding increased to 4,120 shares (direct), modestly strengthening insider alignment with company performance.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine director RSU grant that aligns pay with shareholder value and supports retention.

The reported award of 2,150 service-based restricted stock units to a director is consistent with common governance practices to align long-term director incentives with shareholders. The one-year vesting schedule to 08/20/2026 suggests a retention focus rather than immediate liquidity. The award was reported as a direct beneficial holding and increases the director's stake to 4,120 shares, which modestly strengthens alignment without indicating a change in control or material compensation shift.

Securities Analyst

TL;DR: Non-material insider award; unlikely to move near-term valuation metrics.

From a market-impact perspective, the grant is a non-derivative, service-based equity award and not an open-market transaction. The reported price of $62.33 likely reflects a valuation convention for the award but does not represent a cash purchase influencing company liquidity. The incremental 2,150 shares and resulting 4,120-share holding are small relative to typical public-company floats and therefore unlikely to be material to investors.

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

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 OH 44333

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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

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

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

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	08/20/2025		A		2,150(1)	A	$62.33	4,120	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. Award of service-based restricted stock units, which will vest on August 20, 2026.

Remarks:

	Jan L. Symons, Attorney-In-Fact	08/21/2025
	** 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.

FAQ

What did AMWD director Philip D. Fracassa report on Form 4?

He reported an acquisition of 2,150 restricted stock units (RSUs) on 08/20/2025, increasing his beneficial ownership to 4,120 shares.

When do the awarded RSUs for AMWD vest?

The RSUs vest on 08/20/2026 according to the Form 4 explanation of responses.

Was the Form 4 filing for AMWD a purchase, sale, or award?

The Form 4 reports an award (transaction code A) of service-based RSUs, not an open-market purchase or sale.

What price is shown on the Form 4 for the RSU award for AMWD?

The form lists $62.33 in the price column associated with the reported RSU acquisition.

Who filed and signed the AMWD Form 4?

The filing was executed by Jan L. Symons as attorney-in-fact on 08/21/2025 and identifies Philip D. Fracassa as the reporting person.