Amer Woodmk SEC Filings

American Woodmark Corporation senior vice president and chief human resources officer Kimberly G. Coldiron reported a disposition of 15,708 shares of common stock to the issuer on May 28, 2026. The shares were returned at a stated price of $0.00 per share, leaving no directly held American Woodmark common stock reported after the transaction.

According to the footnotes, this disposition occurred at the closing of a merger in which Maple Merger Sub, Inc. merged with and into American Woodmark, with the company surviving as a wholly owned subsidiary of MasterBrand, Inc. At the effective time of the merger, each restricted stock unit held by company officers converted into a MasterBrand restricted stock unit based on an exchange ratio.

American Woodmark Corporation senior vice president Robert J. Adams Jr. reported a disposition to the issuer of 47,182 shares of common stock on May 28, 2026, reducing his direct holdings to zero. The disposition is associated with the closing of a merger in which American Woodmark became a wholly owned subsidiary of MasterBrand, Inc.

The footnotes state that, at the merger’s effective time, each restricted stock unit held by the company’s officers converted into a restricted stock unit for MasterBrand common stock based on an exchange ratio, with fractional shares rounded down.

American Woodmark Corp submitted a Form 25 notifying the removal of its Common Stock from listing and registration on Nasdaq Stock Market LLC. The filing states the Exchange and the issuer have each complied with the applicable rules under Section 12(b) and 17 CFR 240.12d2-2.

American Woodmark has been acquired by MasterBrand in an all-stock merger. On May 28, 2026, MasterBrand’s Maple Merger Sub merged into American Woodmark, making American Woodmark a wholly owned subsidiary. Each American Woodmark share was converted into 5.150 shares of MasterBrand common stock, plus cash for any fractional shares.

American Woodmark’s restricted and performance-based equity awards were generally converted into MasterBrand equity awards based on the same 5.150 exchange ratio, while certain 2023 executive options and PSUs were cancelled with no payout. American Woodmark terminated its existing credit agreement and will have its shares delisted from Nasdaq effective May 29, 2026, followed by deregistration and suspension of SEC reporting.

MasterBrand and American Woodmark expect the combined cabinetry company to achieve approximately $90 million in annual run-rate cost synergies by the end of year three and to be accretive to adjusted diluted earnings per share in year two. Pre-closing MasterBrand shareholders hold approximately 63% of the combined company, which continues under the MasterBrand name and NYSE ticker “MBC.”

American Woodmark Corporation received notice on May 22, 2026 that the Federal Trade Commission closed its investigation of the proposed merger with MasterBrand and the Hart-Scott-Rodino waiting period has expired. The company expects to close the transaction on or about May 28, 2026, subject to the satisfaction or waiver of other customary closing conditions.

The merger agreement was originally entered on August 5, 2025. The release reiterates standard forward-looking qualifiers about closing conditions, potential delays, integration risks, and the risk that expected synergies or benefits may not be realized.

American Woodmark Corporation reports a key regulatory milestone for its planned merger with MasterBrand, Inc.. On May 22, 2026, the Federal Trade Commission closed its investigation into the proposed merger and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired.

With U.S. antitrust review completed, American Woodmark now expects to close the transaction on or about May 28, 2026, subject to remaining customary closing conditions. The company also outlines extensive forward-looking statement and risk factor cautions around potential delays, integration challenges, costs, and the possibility that anticipated synergies may not be fully realized.

WASZAK WILLIAM L reported acquisition or exercise transactions in this Form 4 filing.

AMERICAN WOODMARK CORP senior vice president and CIO William L. Waszak received an equity award of 840 shares of common stock. The award reflects the achievement of performance conditions tied to cultural-based restricted stock units originally granted on June 1, 2023.

These restricted stock units remain subject to an additional service-based vesting requirement that runs through June 1, 2026. After this grant, Waszak directly holds 19,875 shares of AMERICAN WOODMARK common stock, indicating this is a relatively small, routine compensation-related award rather than an open-market transaction.

American Woodmark Corp SVP Remodel Sales Dwayne L. Medlin acquired 838 shares of common stock as a grant tied to performance-based restricted stock units originally awarded on June 1, 2023. After this award, he directly owns 20,536 shares, which remain subject to service-based vesting until June 1, 2026.

AMERICAN WOODMARK CORP President & CEO Michael Scott Culbreth reported an equity award. He acquired 11,798 shares of common stock at no cost through the achievement of performance conditions on cultural-based restricted stock units originally granted on June 1, 2023. These units remain subject to an additional service-based vesting requirement that expires on June 1, 2026. After this award, he directly holds 150,926 shares of common stock.