American Woodmark (AMWD) CEO cancels 150,926 shares in MasterBrand merger

Rhea-AI Filing Summary

AMERICAN WOODMARK CORP President & CEO Michael Scott Culbreth reported a disposition of 150,926 shares of common stock back to the company. The shares were transferred to the issuer at a stated price of $0.00 per share, leaving him with no directly held AMWD common shares after the transaction.

Footnotes explain that this occurred when American Woodmark merged into a subsidiary of MasterBrand, Inc., becoming a wholly owned subsidiary. At the merger’s effective time, each restricted stock unit held by company officers converted into a restricted stock unit for MasterBrand common stock based on an exchange ratio, with fractional shares rounded down.

Insights

Equity compensation analyst

CEO’s AMWD shares were canceled in a merger, not sold on the market.

The filing shows President & CEO Michael Scott Culbreth disposed of 150,926 shares of American Woodmark common stock via a Disposition to issuer at $0.00 per share. This typically reflects cancellation in a corporate transaction rather than an open-market trade.

Footnotes describe a merger where American Woodmark became a wholly owned subsidiary of MasterBrand, Inc.. At the effective time, officers’ restricted stock units converted into restricted stock units for MasterBrand common stock using an exchange ratio, with fractional shares rounded down. This points to a structural equity conversion for management, rather than a discretionary buy or sell decision, and is best seen as part of the merger clean-up.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Culbreth Michael Scott

Role PRESIDENT & CEO

Type	Security	Shares	Price	Value
Disposition	Common Stock	150,926	$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: 150,926 shares Reported price: $0.00 per share Shares after transaction: 0 shares

3 metrics

Shares disposed 150,926 shares Common Stock, disposition to issuer

Reported price $0.00 per share Issuer disposition of 150,926 shares

Shares after transaction 0 shares Direct AMWD common stock held by CEO

Key Terms

Agreement and Plan of Merger, Merger, 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, by and among MasterBrand, Inc."

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 financial

"Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the Merger)."

A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.

Effective Time regulatory

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

restricted stock unit financial

"each restricted stock unit held by the Company's officers converted into a restricted stock unit with respect to shares of Parent common stock"

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

"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"

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.

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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^*

Culbreth Michael Scott

(Last) (First) (Middle)

561 SHADY ELM ROAD

(Street)

WINCHESTER VIRGINIA 22601

(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)
	PRESIDENT & CEO

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		150,926	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	05/28/2026
	** 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 did AMWD President & CEO Michael Scott Culbreth report on this Form 4?

He reported disposing of 150,926 shares of American Woodmark common stock back to the issuer at $0.00 per share. After this disposition to the company, he held no directly owned AMWD common shares according to the filing.

Was the AMWD CEO’s 150,926-share disposition an open-market sale?

The transaction is labeled as a Disposition to issuer at $0.00 per share, indicating shares were transferred back to the company, not sold on the open market. This fits a merger-related cancellation rather than a regular stock sale.

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

Footnotes describe a merger under an Agreement and Plan of Merger where Maple Merger Sub, a subsidiary of MasterBrand, Inc., merged into American Woodmark. American Woodmark survived as a wholly owned subsidiary of MasterBrand following this transaction.

What happened to AMWD officers’ restricted stock units in the MasterBrand merger?

At the effective time, each AMWD restricted stock unit held by officers converted into a restricted stock unit for MasterBrand common stock. The new number of MasterBrand units equaled the AMWD shares previously subject to the unit, multiplied by the specified Exchange Ratio and rounded down for any fraction.

How many AMWD common shares did the CEO hold after the reported transaction?

After disposing of 150,926 shares to the issuer, the filing shows total AMWD common shares following the transaction were 0 for his direct holdings. His economic exposure may continue through converted restricted stock units in MasterBrand rather than AMWD shares.