American Woodmark SVP returns 19,875 shares
American Woodmark Corporation senior vice president and CIO William L. Waszak reported a disposition to the issuer of 19,875 shares of common stock on May 28, 2026, leaving him with no directly held shares.
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Form Type
4
Rhea-AI Filing Summary
American Woodmark Corporation senior vice president and CIO William L. Waszak reported a disposition to the issuer of 19,875 shares of common stock on May 28, 2026, leaving him with no directly held shares. The transaction occurred as Merger Sub combined with American Woodmark, making it a wholly owned subsidiary of MasterBrand, Inc. Under the merger terms, each restricted stock unit held by the company’s officers converted into a restricted stock unit tied to MasterBrand common stock based on an exchange ratio, with fractional shares rounded down.
Insider Trade Summary
Disposition: 19,875 shares
Disposition
1 txn
Insider
WASZAK WILLIAM L
Role
SVP, CIO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 19,875 | $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. 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: 19,875 shares
Transaction price: $0.00 per share
Shares held after: 0 shares
+2 more
5 metrics
Shares disposed
19,875 shares
Disposition to issuer on May 28, 2026
Transaction price
$0.00 per share
Issuer disposition code D
Shares held after
0 shares
Directly held American Woodmark common stock
Transaction code
D
Disposition to issuer (non-derivative transaction)
Transaction date
May 28, 2026
Effective date of merger and disposition
Key Terms
Agreement and Plan of Merger, Merger Sub, Effective Time, restricted stock unit, +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.
Merger Sub regulatory
"Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of Parent (Merger Sub)"
A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.
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
"subject to the restricted stock unit immediately prior to the Effective Time 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the AMWD Form 4 filing report for William L. Waszak?
The Form 4 reports that SVP and CIO William L. Waszak disposed of 19,875 American Woodmark common shares back to the company. This disposition to the issuer left him with no directly held American Woodmark shares following the transaction on May 28, 2026.
Was this AMWD insider transaction an open-market sale or another type?
This transaction was a disposition to the issuer, not an open-market sale. It is coded as “D” on the Form 4, meaning the shares were returned or surrendered to American Woodmark, with a reported transaction price of $0.00 per share for all 19,875 shares.
What happened to American Woodmark officers’ restricted stock units in the merger?
At the effective time of the merger, each restricted stock unit held by American Woodmark officers was converted into a restricted stock unit in MasterBrand common stock. The number of MasterBrand units equaled the prior American Woodmark units multiplied by the exchange ratio, with fractional shares rounded down.
What is William L. Waszak’s position at American Woodmark mentioned in the filing?
William L. Waszak is identified as senior vice president and chief information officer of American Woodmark. His officer status is relevant for reporting requirements, and his restricted stock units were converted to MasterBrand-based units according to the exchange ratio at the merger’s effective time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
