[Form 4] American Woodmark Corp Insider Trading Activity

Rhea-AI Filing Summary

American Woodmark Corp (AMWD) Form 4 filing: Robert J. Adams Jr., Senior Vice President – Chief Manufacturing & Supply Chain, reported the grant of 6,690 service-based restricted stock units (RSUs) on 3 July 2025 at a reference price of $56.61 per share. The RSUs will vest on 3 July 2026. Following this award, Adams’ direct beneficial ownership rises to 44,574 common shares.

The transaction is coded “A” (acquisition) and was filed by a single reporting person. No derivative securities were involved aside from the RSU grant, and no dispositions were reported.

• Position: SVP, Chief Manufacturing & Supply Chain
• Shares acquired: 6,690 RSUs
• Total direct holding post-transaction: 44,574 shares
• Vesting schedule: 100% on 3 July 2026

No open-market cash purchase took place; the award is part of the company’s equity compensation program, aligning executive incentives with shareholder value.

Positive

• Increased insider alignment: Executive’s direct holdings grow to 44,574 shares, reinforcing shareholder–management interests.

Negative

• Non-cash award: RSUs granted under compensation plan lack the conviction of open-market insider buying and carry potential dilution.

Insights

Securities Analyst

TL;DR: Routine RSU grant; minor positive for alignment, limited immediate market impact.

The 6,690-share RSU grant (~US$379k) modestly increases insider ownership but is part of standard compensation, not an opportunistic open-market buy. While insider alignment improves (ownership now 44,574 shares), dilution is minimal relative to AMWD’s ~17 million shares outstanding. The filing is informational with negligible effect on valuation or liquidity.

Corporate Governance Expert

TL;DR: Standard equity incentive; signals retention focus, neutral governance impact.

The one-year cliff vesting indicates a short retention horizon compared with typical three-year grants, suggesting the board prioritises near-term performance alignment. There are no red flags: disclosure is timely, form signed by attorney-in-fact, and ownership structure remains straightforward. Investors should view the grant as routine rather than a deliberate confidence signal.

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
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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 VA 22602

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP Chief Manuf & Supp Chain

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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	07/03/2025		A		6,690(1)	A	$56.61	44,574	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 July 3, 2026.

Remarks:

	Jan L. Symons, Attorney-In-Fact	07/08/2025
	** 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

How many AMWD shares did Robert J. Adams Jr. acquire?

He received 6,690 restricted stock units on 3 July 2025.

What was the reference price for the RSU grant?

The Form 4 lists a $56.61 price per share for the award.

When will the RSUs granted to AMWD's SVP vest?

The RSUs fully vest on 3 July 2026.

What is Robert J. Adams Jr.’s total AMWD share ownership after the transaction?

His direct beneficial ownership increased to 44,574 common shares.

Does the filing indicate any share sales or option exercises?

No. The Form 4 reports only an acquisition of RSUs; no dispositions or derivative exercises were disclosed.