American Woodmark (AMWD) director’s 7,740 shares converted in MasterBrand merger

Rhea-AI Filing Summary

American Woodmark Corporation director Latasha Akoma reported a disposition of 7,740 shares of common stock back to the issuer. This Form 4 reflects the closing of a merger in which American Woodmark became a wholly owned subsidiary of MasterBrand, Inc..

According to the merger terms, each share of American Woodmark common stock converted into the right to receive 5.150 shares of MasterBrand common stock at the effective time of the merger. Following this conversion-related disposition, Akoma no longer holds American Woodmark common stock, with her former holdings instead tied to MasterBrand shares under the stated exchange ratio.

Insights

Equity compensation and M&A analyst

Director’s shares were converted into merger consideration, not sold on the market.

The Form 4 shows director Latasha Akoma disposing of 7,740 American Woodmark shares to the issuer at a price of $0.00 per share. This aligns with a merger structure where American Woodmark became a wholly owned subsidiary of MasterBrand, Inc., rather than a discretionary trade in the open market.

The footnotes state that, at the effective time of the merger on May 28, 2026, each American Woodmark share converted into the right to receive 5.150 shares of MasterBrand common stock. As a result, Akoma’s reported American Woodmark holdings went to zero, while the economic value shifted into MasterBrand equity under the stated exchange ratio. This is a mechanical outcome of the merger terms and does not provide a directional signal about her view of the stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Akoma Latasha

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	7,740	$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: 7,740 shares Disposition price: $0.00 per share Shares after transaction: 0 shares +1 more

4 metrics

Shares disposed 7,740 shares Disposition of American Woodmark common stock to issuer

Disposition price $0.00 per share Price reported for issuer disposition

Shares after transaction 0 shares American Woodmark common stock held by Akoma following merger conversion

Exchange ratio 5.150 shares MasterBrand common stock received per American Woodmark share

Key Terms

Agreement and Plan of Merger, Exchange Ratio, restricted stock unit, wholly owned subsidiary

4 terms

Agreement and Plan of Merger financial

"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.

Exchange Ratio financial

"converted into the right to receive 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 into the right to receive a number of shares"

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.

wholly owned subsidiary financial

"the Company surviving as a wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

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^*

Akoma Latasha

(Last) (First) (Middle)

2254 BALSAN WAY

(Street)

WELLINGTON FLORIDA 33414

(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		7,740	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 did American Woodmark (AMWD) director Latasha Akoma report on this Form 4?

Director Latasha Akoma reported a disposition of 7,740 shares of American Woodmark common stock to the issuer at $0.00 per share. This reflects shares being surrendered in connection with the merger where American Woodmark became a wholly owned subsidiary of MasterBrand, Inc.

Was Latasha Akoma’s American Woodmark (AMWD) share disposition an open-market sale?

No, the Form 4 shows a disposition to the issuer coded “D,” not an open-market sale. The shares were given up at $0.00 per share as part of the merger mechanics, rather than sold on a stock exchange for cash proceeds.

How were American Woodmark (AMWD) shares treated in the MasterBrand merger?

Each share of American Woodmark common stock converted into the right to receive 5.150 shares of MasterBrand common stock at the merger’s effective time. This stock-for-stock exchange ratio determined how many MasterBrand shares former American Woodmark shareholders were entitled to receive.

What happened to Latasha Akoma’s American Woodmark (AMWD) holdings after the merger?

After the merger, Akoma’s reported American Woodmark holdings dropped to zero shares. Her prior shares were converted into the right to receive MasterBrand common stock under the 5.150-to-1 exchange ratio, shifting her equity exposure from American Woodmark to MasterBrand.

Did American Woodmark (AMWD) directors’ restricted stock units change in the merger?

Yes. The filing notes that each restricted stock unit held by non-employee directors converted into the right to receive MasterBrand shares. The number of MasterBrand shares per unit equals the underlying American Woodmark shares multiplied by the 5.150 exchange ratio, subject to tax withholding and cash for fractional shares.