American Woodmark (NASDAQ: AMWD) director logs 8,930-share merger disposition

Rhea-AI Filing Summary

American Woodmark Corporation director Emily Cavanagh Videtto reported a disposition of 8,930 shares of the company’s common stock back to the issuer, leaving no American Woodmark shares held directly after the transaction.

The Form 4 notes this was a disposition to the issuer with no per-share price shown, consistent with the completion of a merger involving American Woodmark and MasterBrand, Inc. Under the merger agreement, each share of American Woodmark common stock outstanding at the effective time converted into the right to receive 5.150 shares of MasterBrand common stock. The filing also explains that restricted stock units held by American Woodmark’s non-employee directors converted into MasterBrand common stock using the same 5.150 exchange ratio, with cash paid only for fractional shares and after tax withholding.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Videtto Emily Cavanagh

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	8,930	$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: 8,930 shares Per-share transaction price: $0.0000 per share Shares held after transaction: 0 shares +1 more

4 metrics

Shares disposed 8,930 shares Disposition to issuer on May 28, 2026

Per-share transaction price $0.0000 per share Issuer disposition, non-market transaction

Shares held after transaction 0 shares Common stock directly owned after disposition

Exchange ratio 5.150 shares MasterBrand common stock per AMWD share at effective time

Key Terms

Agreement and Plan of Merger, Effective Time, Exchange Ratio, 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.

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.

disposition to issuer financial

"transaction_code_description: Disposition to issuer"

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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^*

Videtto Emily Cavanagh

(Last) (First) (Middle)

1901 WEST 4TH STREET

(Street)

PELLA IOWA 50219

(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		8,930	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 AMERICAN WOODMARK (AMWD) report on this Form 4?

The Form 4 reports that director Emily Cavanagh Videtto disposed of 8,930 shares of AMERICAN WOODMARK common stock back to the issuer. After this issuer disposition, she held zero shares of AMERICAN WOODMARK common stock directly, reflecting the merger-related share conversion.

Was the AMWD insider transaction a market sale or part of a corporate action?

The transaction is coded as a disposition to the issuer, not an open-market sale. Footnotes explain it occurred in connection with a merger where AMERICAN WOODMARK merged into a MasterBrand subsidiary and its shares converted into MasterBrand common stock.

How many AMERICAN WOODMARK (AMWD) shares were involved in the director’s disposition?

The director’s Form 4 shows 8,930 shares of AMERICAN WOODMARK common stock were disposed of in a transaction coded as a disposition to the issuer. Following this transaction, the filing lists zero shares of AMERICAN WOODMARK common stock as directly owned.

What merger-related terms affect AMERICAN WOODMARK (AMWD) shareholders in this filing?

The filing describes a merger where a MasterBrand, Inc. subsidiary merged into AMERICAN WOODMARK. At the effective time, each AMERICAN WOODMARK common share converted into the right to receive 5.150 shares of MasterBrand common stock under the specified exchange ratio.

How were AMWD non-employee director restricted stock units treated in the merger?

At the effective time of the merger, each restricted stock unit held by AMERICAN WOODMARK non-employee directors converted into the right to receive MasterBrand common stock. The number of MasterBrand shares equaled the AMERICAN WOODMARK shares underlying the unit multiplied by the 5.150 exchange ratio, less applicable tax withholding.

Did the AMWD Form 4 show any remaining derivative or option positions after the transaction?

The derivative position summary in the Form 4 is empty, indicating no remaining derivative securities, such as options or similar instruments, are reported for this insider in this filing. The only reported activity is the non-derivative common stock disposition to the issuer.