American Woodmark director share disposition in merger
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Form Type
4
Rhea-AI Filing Summary
AMERICAN WOODMARK CORP director Daniel T. Hendrix reported a disposition of 15,570 shares of common stock back to the issuer in connection with the company’s merger into MasterBrand, Inc. The transaction on May 28, 2026 left him with 0 American Woodmark shares.
Under the merger agreement, each share of American Woodmark common stock converted into the right to receive 5.150 shares of MasterBrand common stock at the effective time. Restricted stock units held by non-employee directors also converted into MasterBrand shares based on the same 5.150 exchange ratio, with cash paid for any fractional shares and less applicable tax withholding.
Insider Trade Summary
Disposition: 15,570 shares
Disposition
1 txn
Insider
HENDRIX DANIEL T
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 15,570 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (2)
- 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).
- F2. 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: 15,570 shares
Price per share: $0.0000 per share
Holdings after transaction: 0 shares
+3 more
6 metrics
Shares disposed
15,570 shares
Common stock disposition to issuer on May 28, 2026
Price per share
$0.0000 per share
Reported for disposition to issuer
Holdings after transaction
0 shares
Total AMWD common stock following disposition
Exchange ratio
5.150 shares
MasterBrand shares per AMWD share at effective time
Merger agreement date
August 5, 2025
Agreement and Plan of Merger execution date
Merger closing date
May 28, 2026
Effective time when AMWD became a MasterBrand subsidiary
Key Terms
Agreement and Plan of Merger, Exchange Ratio, restricted stock unit, 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.
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"
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"
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.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did AMWD director Daniel T. Hendrix report?
Daniel T. Hendrix reported a disposition of 15,570 AMWD common shares back to the issuer. The move was tied to the closing of AMWD’s merger into MasterBrand, Inc., after which his reported AMWD holdings became zero shares.
What happens to AMWD restricted stock units held by non-employee directors?
Each AMWD restricted stock unit converts into MasterBrand common shares equal to the underlying AMWD shares multiplied by the 5.150 exchange ratio. Any resulting fractional shares are settled in cash, and the final delivery is reduced by applicable tax withholding obligations.
What key dates are associated with the AMWD merger into MasterBrand?
The Agreement and Plan of Merger was dated August 5, 2025, and the merger closed on May 28, 2026. At the effective time, AMWD became a wholly owned subsidiary of MasterBrand and the 5.150 share exchange ratio was applied.
AI-generated analysis. How Rhea-AI works. Not financial advice.
