American Woodmark SVP Adds 5,310 Shares via RSU Award, Form 4 Shows

Rhea-AI Filing Summary

American Woodmark Corp (AMWD) – Form 4 insider activity: On July 3, 2025, Senior Vice President & Chief Information Officer William L. Waszak reported the acquisition of 5,310 shares of AMWD common stock, coded “A” for an award. The filing lists a transaction price of $56.61 and brings the executive’s direct beneficial ownership to 19,035 shares. A footnote clarifies that the shares represent service-based restricted stock units (RSUs) scheduled to vest on July 3, 2026. No derivative securities were reported, and there were no dispositions.

This award forms part of routine equity compensation, signalling alignment of management incentives with shareholder interests. Because it is an RSU grant rather than an open-market purchase, cash outlay by the insider is not involved, yet the grant increases potential insider exposure to future share-price performance.

Positive

• Insider equity increase: SVP / CIO received 5,310 RSUs, boosting direct beneficial ownership to 19,035 shares.
• Alignment of interests: One-year vesting ties executive compensation to shareholder value over the near term.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU grant aligns CIO with shareholders; modestly positive signal, limited market impact.

The 5,310-share RSU award adds roughly US$300k in notional value (based on the stated $56.61 price) to the CIO’s equity stake, lifting his direct holdings to 19,035 shares. Equity-based compensation is standard practice and does not involve insider cash purchase, but it does increase future dilution marginally. From a trading‐signal standpoint, investors typically view insider grants as neutral to slightly positive—far less meaningful than voluntary open-market buying. Material impact on valuation or float is negligible at AMWD’s 16 million-share base, yet the filing confirms management’s long-term incentive alignment.

Corporate Governance Expert

TL;DR: Equity award indicates focus on retention; no red flags detected.

Granting annual RSUs that vest after one year is consistent with best-practice retention plans for key executives. The absence of performance conditions suggests the board is relying on share-price appreciation to motivate. No accelerated vesting or unusual terms appear, and ownership now exceeds typical guideline thresholds for senior officers, supporting governance alignment. Overall governance impact is benign.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WASZAK WILLIAM L

Role SVP, CIO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,310	$56.61	$301K

Holdings After Transaction: Common Stock — 19,035 shares (Direct)

Footnotes (1)

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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

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^*

WASZAK WILLIAM L

(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, CIO

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		5,310(1)	A	$56.61	19,035	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 SVP William L. Waszak acquire?

The Form 4 shows an acquisition of 5,310 shares of American Woodmark common stock.

What type of transaction was reported in the AMWD Form 4?

It was coded “A” for award, reflecting a grant of service-based restricted stock units rather than an open-market purchase.

When will the newly granted AMWD RSUs vest?

According to the footnote, the RSUs will vest on July 3, 2026.

What is William L. Waszak’s total AMWD share ownership after the transaction?

His direct beneficial ownership stands at 19,035 shares following the grant.

What price is associated with the RSU award in the filing?

The Form 4 lists a $56.61 price for the common stock underlying the RSUs.