Welcome to our dedicated page for Amer Woodmk SEC filings (Ticker: AMWD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The American Woodmark Corporation (NASDAQ: AMWD) SEC filings page on Stock Titan brings together the company’s official regulatory documents, giving investors direct access to how this cabinet manufacturer reports its financial and corporate activities. American Woodmark is a Virginia corporation whose common stock is listed on the NASDAQ Global Select Market, and it files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy materials with the U.S. Securities and Exchange Commission.
Recent Form 8-K filings highlight several important topics. Multiple items report quarterly results, where American Woodmark discloses net sales, net income, GAAP EPS, Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin, cash flow from operations, free cash flow, and share repurchases. These filings also include management’s discussion of demand trends in new construction and remodel markets, the impact of tariffs and input costs, restructuring charges, and digital transformation spending.
Other 8-K filings focus on the Agreement and Plan of Merger with MasterBrand, Inc. and Maple Merger Sub, Inc. They describe the all-stock merger structure, the exchange ratio for American Woodmark shares, conditions to closing, regulatory approvals under the Hart-Scott-Rodino Act and in other jurisdictions, and governance and equity award treatment in the combined company. Additional 8-Ks discuss supplemental proxy disclosures, shareholder litigation related to the joint proxy statement/prospectus, and the approval of the merger agreement by American Woodmark shareholders at a special meeting.
American Woodmark’s DEF 14A definitive proxy statement provides detail on board composition, committee structure, executive compensation, and strategic themes such as growth, digital transformation, and platform design. Other filings address executive retention awards, board changes, and annual meeting matters. Together, these documents offer a structured view into the company’s governance and compensation practices.
On Stock Titan, AI-powered tools can help interpret lengthy filings by summarizing key sections of 10-K and 10-Q reports, explaining non-GAAP definitions such as Adjusted EBITDA, Adjusted EPS, free cash flow, and net leverage, and highlighting important merger-related clauses from 8-Ks and the joint proxy statement/prospectus. Real-time updates from EDGAR ensure that new AMWD filings, including any future Form 4 insider transaction reports or additional merger-related disclosures, appear promptly.
Use this page to review American Woodmark’s historical and ongoing SEC reporting, understand the financial and legal framework of its proposed merger with MasterBrand, and see how management communicates strategy, risk, and performance through official filings.
American Woodmark Corporation and MasterBrand, Inc. supplemented the joint proxy statement/prospectus for their proposed merger to address shareholder demand letters and lawsuits alleging omitted disclosures. The companies deny the allegations but provided Supplemental Disclosures to moot disclosure claims and avoid potential delays.
The supplement replaces background narrative sections and adds unaudited prospective financial tables: MasterBrand stand-alone projections show $1,676.2 net sales and $170.6 Adjusted EBITDA for CY25E, rising to $2,012.4 net sales and $274.6 Adjusted EBITDA in CY29E. American Woodmark calendarized projections show H2 2025E net sales $888, and $1,836 in 2026E, with adjusted EBITDA $101 and $221, respectively.
American Woodmark Corporation shared an employee update about its proposed merger with MasterBrand. The companies note that closing depends on customary conditions, including regulatory clearances and shareholder approvals, and caution that timing and outcomes may change.
The registration statement on Form S-4 for the transaction was declared effective on September 25, 2025, and the definitive joint proxy statement/prospectus was mailed to stockholders the same day. The communication reiterates standard forward-looking statement disclaimers, outlines potential risks (such as integration challenges and transaction-related costs), and states it is not an offer or solicitation to sell securities.
MasterBrand filed a Rule 425 communication regarding its proposed merger with American Woodmark, noting continued progress on key priorities.
The merger-related Form S-4 (No. 333-290071) was declared effective on September 25, 2025. MasterBrand filed a final prospectus the same day, and American Woodmark filed its definitive proxy statement on September 25, 2025. The definitive joint proxy statement/prospectus was first mailed to both companies’ stockholders on September 25, 2025.
The communication includes forward‑looking statements and a reminder that it is not an offer or solicitation. Shareholder and regulatory approvals are among the required closing conditions.
American Woodmark Corporation and MasterBrand have moved the proposed merger forward: the joint Registration Statement was declared effective by the SEC on September 25, 2025, and both companies filed final proxy/prospectus documents and began mailing the definitive joint proxy statement/prospectus on September 25, 2025. The companies state they continue to cooperate with the Federal Trade Commission and used a routine withdraw-and-refile of a pre-merger HSR notification to obtain an additional 30-day antitrust review period.
The parties continue to expect to close the Merger in early 2026, subject to HSR clearance, adoption of the merger agreement by American Woodmark shareholders, approval by MasterBrand stockholders of the share issuance, and satisfaction or waiver of other customary closing conditions. The filing directs investors to read the Registration Statement and definitive joint proxy statement/prospectus for full details and to obtain free copies from the SEC or each company’s investor website.
MasterBrand will acquire American Woodmark in an all-stock, reverse triangular merger in which each outstanding share of American Woodmark common stock will be exchanged for 5.150 shares of MasterBrand common stock, resulting in American Woodmark shareholders owning ~37.1% of the combined company. The merger consideration implies per-share reference values for American Woodmark and MasterBrand and an implied per-share merger consideration in the $58–$66 range in certain analyses. The transaction targets ~$90 million of run-rate cost synergies by the end of year three and projects adjusted EBITDA of ~$549 million (trailing 12 months) with net debt-to-adjusted EBITDA 2.0x. Closing is expected in early 2026 and is conditioned on shareholder approvals (MasterBrand: majority of votes present; American Woodmark: >2/3 of outstanding shares), regulatory clearances and customary closing conditions. The American Woodmark board unanimously recommends a FOR vote on the merger and related proposals, including a non-binding advisory vote on merger-related executive compensation.
American Woodmark reported a challenging start to fiscal 2026 with net sales of $403.0 million, down $56.1 million or 12.2% versus the prior-year quarter, driven by a 18.6% decline in builder sales and weaker remodeling demand. Gross profit margin declined to 16.7% from 20.2% a year earlier, a 350 basis point reduction attributed to lower volumes, an unfavorable mix toward value offerings, fixed-cost deleveraging, and higher input costs partially offset by manufacturing cost savings.
The company has $54.9 million of cash, total long-term debt of $372.3 million, and remained in compliance with its credit covenants. On August 5, 2025, American Woodmark entered into a definitive merger agreement with MasterBrand; the transaction is expected to close in early 2026. Other notable items include an effective tax rate of 25.8%, $12.4 million of share repurchases in the quarter, no goodwill impairment recorded, and expected refunds related to antidumping/countervailing duty deposits.
American Woodmark Corporation filed an 8-K stating that on August 26, 2025 it issued a press release announcing results for its first quarter of fiscal year 2026, the quarter ended July 31, 2025. The company says the press release is attached to the filing as Exhibit 99.1 and is incorporated by reference into the 8-K. No financial figures, guidance, or management commentary are included within the 8-K text provided; the filing only notifies investors that the quarter results were released in the attached press release.
Emily Cavanagh Videtto, a director of American Woodmark Corp (AMWD), reported the grant of 2,150 service-based restricted stock units on 08/20/2025 at a reported price of $62.33 per share. Following the grant, she is shown as beneficially owning 8,930 shares. The restricted stock units are slated to vest on 08/20/2026, indicating these are compensation awards tied to continued service.
American Woodmark Corp director David A. Rodriguez received an award of 2,150 restricted stock units (RSUs) on 08/20/2025 at a reported price of $62.33 per share. The Form 4 states these are service-based RSUs that will vest on 08/20/2026. Following the award, Mr. Rodriguez is reported to beneficially own 10,522 shares of Common Stock in a direct ownership form. The filing is reported as a single-person Form 4 and identifies Mr. Rodriguez as a Director of the issuer, AMWD.