American Woodmark (AMWD) director’s 62,234-share stake converted in merger

Rhea-AI Filing Summary

AMERICAN WOODMARK CORP director Vance W. Tang disposed of 62,234 shares of common stock back to the company at $0.00 per share. This was a non-market transaction tied to the completed merger with MasterBrand, Inc., where American Woodmark became a wholly owned subsidiary.

At the merger’s effective time, each American Woodmark share converted into the right to receive 5.150 shares of MasterBrand common stock under the agreed exchange ratio, and Tang’s reported American Woodmark holdings in this security fell to zero.

Insights

Equity compensation and M&A specialist

Director’s entire American Woodmark stake was surrendered in a merger-related share conversion, not a market sale.

The filing shows director Vance W. Tang disposing of 62,234 shares of American Woodmark common stock to the issuer at $0.00 per share. The disposition is coded as a return of shares to the company, not an open-market sale.

Footnotes explain this occurred when American Woodmark was merged into MasterBrand, Inc.. Each American Woodmark share converted into the right to receive 5.150 shares of MasterBrand common stock, so Tang’s economic interest likely continued in the new parent while his reported holdings in American Woodmark dropped to zero.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tang Vance W

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	62,234	$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). 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: 62,234 shares Disposition price: $0.00 per share Shares held after: 0 shares +1 more

4 metrics

Shares disposed 62,234 shares Disposition to issuer on May 28, 2026

Disposition price $0.00 per share Return of shares to issuer in merger

Shares held after 0 shares American Woodmark common stock following transaction

Exchange ratio 5.150 shares MasterBrand common stock per American Woodmark share at merger

Key Terms

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

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.

Effective Time regulatory

"At the effective time of the Merger (the Effective Time), each share of common stock"

Exchange Ratio financial

"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"

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.

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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^*

Tang Vance W

(Last) (First) (Middle)

5844 THORSTRAND ROAD

(Street)

MADISON WISCONSIN 53705

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		62,234	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. 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.

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 director Vance W. Tang report?

Vance W. Tang reported disposing of 62,234 American Woodmark shares to the issuer. The shares were returned at $0.00 per share as part of the merger process, rather than sold on the open market, and his reported holdings in this security fell to zero.

Was Vance W. Tang’s AMWD share disposition a market sale?

No, the disposition was not a market sale. It was coded as a disposition to issuer, meaning the 62,234 shares were surrendered back to American Woodmark at $0.00 per share in connection with the closing of the merger with MasterBrand, Inc.

How did the MasterBrand merger affect AMWD shares held by insiders?

Each American Woodmark share converted into a right to receive MasterBrand stock. At the merger’s effective time, every AMWD share became the right to receive 5.150 shares of MasterBrand common stock, so insider positions shifted from AMWD to MasterBrand rather than being sold for cash.

What happened to Vance W. Tang’s AMWD holdings after this Form 4 transaction?

His reported American Woodmark common stock holdings became zero shares. After the 62,234-share disposition back to the issuer in the merger, the filing shows no remaining AMWD common stock, with value instead reflected through rights to MasterBrand common shares.

How were AMWD restricted stock units treated in the MasterBrand merger?

Restricted stock units converted into rights to receive MasterBrand shares. Each unit held by non-employee directors became a number of MasterBrand shares equal to the underlying AMWD shares multiplied by the 5.150 exchange ratio, subject to tax withholding and cash for fractional shares.