Andrew Cogan awarded 2,150 RSUs at $62.33; AMWD insider filing

Rhea-AI Filing Summary

Andrew B. Cogan, a director of American Woodmark Corporation (AMWD), was granted 2,150 service-based restricted stock units on 08/20/2025 at an implied transaction price of $62.33 per share. The award vests on 08/20/2026 and increases his reported beneficial ownership to 15,760 shares, held directly. The Form 4 was signed by an attorney-in-fact on 08/21/2025.

Positive

• 2,150 service-based restricted stock units granted, aligning director compensation with shareholder value
• Vesting date disclosed (08/20/2026), providing clear timing for when shares may be issued
• Reported ownership increases to 15,760 shares, improving transparency of insider holdings

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received 2,150 RSUs vesting in one year, modestly increasing direct ownership to 15,760 shares.

The filing documents a routine, service-based equity award to a director rather than a cash purchase or option exercise. The RSUs vest on 08/20/2026 and are reported as a direct holding following the grant. For governance review, this is a standard compensation practice aligning director interests with shareholders; the filing does not disclose acceleration, performance conditions, or other unusual terms.

Securities Analyst

TL;DR: Non-derivative grant of 2,150 shares at $62.33, increasing reported ownership to 15,760 shares—no immediate liquidity event.

From a securities reporting standpoint, this is a non-dispositive grant (code A) recorded on Form 4. The grant price shown likely reflects an accounting or reporting reference; there is no sale or purchase that would change outstanding float. The filing contains no transaction indicating disposition, hedging, or sales by the reporting person.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cogan Andrew B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,150	$62.33	$134K

Holdings After Transaction: Common Stock — 15,760 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^*

Cogan Andrew B

(Last) (First) (Middle)

551 WEST 21ST STREET

(Street)

NEW YORK NY 10011

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		A		2,150(1)	A	$62.33	15,760	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 August 20, 2026.

Remarks:

	Jan L. Symons, Attorney-In-Fact	08/21/2025
	** 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

What did AMWD director Andrew B. Cogan receive according to the Form 4?

He was granted 2,150 service-based restricted stock units (RSUs) on 08/20/2025.

When do the granted RSUs to Andrew B. Cogan vest?

The RSUs vest on 08/20/2026 as stated in the filing.

How many AMWD shares does Andrew B. Cogan beneficially own after the grant?

The filing reports 15,760 shares beneficially owned following the transaction.

Was this Form 4 filed individually or jointly?

The filing indicates it was filed by one reporting person (individual filing).

Is the transaction reported a sale or disposition of AMWD shares?

No. The transaction code is A (acquisition) for RSUs; there is no disposition reported.