American Woodmark (AMWD) SVP returns 47,182 shares amid MasterBrand merger

Rhea-AI Filing Summary

American Woodmark Corporation senior vice president Robert J. Adams Jr. reported a disposition to the issuer of 47,182 shares of common stock on May 28, 2026, reducing his direct holdings to zero. The disposition is associated with the closing of a merger in which American Woodmark became a wholly owned subsidiary of MasterBrand, Inc.

The footnotes state that, at the merger’s effective time, each restricted stock unit held by the company’s officers converted into a restricted stock unit for MasterBrand common stock based on an exchange ratio, with fractional shares rounded down.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Adams Robert J JR

Role SVP Chief Manuf & Supp Chain

Type	Security	Shares	Price	Value
Disposition	Common Stock	47,182	$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: 47,182 shares Price per share: $0.0000 Shares held after transaction: 0 shares +2 more

5 metrics

Shares disposed 47,182 shares Common stock disposition to issuer on May 28, 2026

Price per share $0.0000 Reported transaction price for disposition to issuer

Shares held after transaction 0 shares Total direct holdings following disposition on May 28, 2026

Transaction code D Form 4 code indicating disposition to issuer

Dispose transactions 1 transaction Transaction summary shows one dispose-type entry

Key Terms

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

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.

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.

Effective Time regulatory

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

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^*

Adams Robert J JR

(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 Chief Manuf & Supp Chain

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		47,182	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 Robert J. Adams Jr. report?

Robert J. Adams Jr. reported disposing of 47,182 shares of American Woodmark common stock back to the issuer. The transaction occurred on May 28, 2026 and reduced his direct holdings to zero, reflecting changes tied to the company’s merger structure.

How many AMWD shares did the executive hold after the May 28, 2026 transaction?

Following the May 28, 2026 disposition, Robert J. Adams Jr. reported holding 0 shares of American Woodmark common stock directly. This change came as part of a transaction coded as a disposition to issuer in connection with the completed merger structure.

What merger event is referenced in the AMWD Form 4 footnotes?

The footnotes reference a merger where Maple Merger Sub, a subsidiary of MasterBrand, merged into American Woodmark. American Woodmark survived as a wholly owned subsidiary of MasterBrand, implementing an Agreement and Plan of Merger dated August 5, 2025.

How were AMWD officers’ restricted stock units treated in the merger?

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

Was the AMWD insider transaction an open market sale of shares?

No, the transaction was coded as a disposition to issuer, not an open market sale. The shares were returned to American Woodmark at a reported price of $0.0000 per share, aligning with merger-related restructuring rather than ordinary market trading.