AMERICAN WOODMARK CORP SEC Filings

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.

COLDIRON KIMBERLY G reported acquisition or exercise transactions in this Form 4 filing.

AMERICAN WOODMARK CORP reported that SVP and Chief Human Resources Officer Kimberly G. Coldiron received an award of 784 shares of common stock at no cost, increasing her direct holdings to 15,708 shares. The award reflects achievement of performance conditions for cultural-based restricted stock units originally granted on June 1, 2023 and remains subject to an additional service-based vesting requirement through June 1, 2026.

AMERICAN WOODMARK CORP senior vice president Robert J. Adams Jr. received 2,608 shares of common stock as a grant tied to cultural-based restricted stock units. The award reflects achievement of performance conditions from 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 acquisition, Adams directly holds 47,182 shares of American Woodmark common stock, highlighting ongoing equity-based compensation aligned with longer-term employment and performance.

AllianceBernstein L.P. reported beneficial ownership of 832,053 shares of American Woodmark Corp, representing 5.7% of the common stock as of 03/31/2026. The filing states AllianceBernstein has sole voting power over 542,475 shares and sole dispositive power over 832,053 shares, held for client discretionary accounts.

American Woodmark Corporation is winding down and closing its Monterrey, Mexico plant in response to low market demand and higher input and tariff costs. Operations will be consolidated into its Pacifico plant in Tijuana and, where appropriate, shifted from Mexico to the United States, with the consolidation planned to be substantially completed by June 30, 2026.

Excluding one-time items, the company expects the Mexico Plant Consolidation to generate approximately $7.5 million in annual cost savings beginning in fiscal 2027 by lowering tariff, labor and overhead costs and improving asset and labor efficiency. American Woodmark currently estimates total one-time cash and non-cash charges of approximately $36.0 million to $40.0 million, mostly in fiscal 2027, with additional charges extending into fiscal years ended April 30, 2029 and April 30, 2030.

American Woodmark Corporation disclosed developments tied to its previously announced merger with MasterBrand, Inc.. Under the Merger Agreement, MasterBrand agreed to expand its board from eight to eleven directors at the Effective Time and to appoint three directors designated by American Woodmark. On April 17, 2026, American Woodmark’s board designated Andrew Cogan, Philip Fracassa and Daniel Hendrix for those positions, and MasterBrand’s board approved the increase and the appointments to be effective at the Effective Time. The appointees are expected to serve in different classified-board classes; Mr. Fracassa would stand for election if appointed before MasterBrand’s 2026 annual meeting. The parties continue to work with the U.S. Federal Trade Commission for regulatory clearance and currently expect closing in the second quarter of 2026, subject to customary closing conditions. American Woodmark also stated it does not plan a May earnings release or conference call for fiscal 2026 results and instead expects to release those results with its Form 10-K filing in late June 2026 if the Merger has not closed earlier.

American Woodmark Corporation provides an update on its pending merger with MasterBrand, Inc. The companies continue to work with the U.S. Federal Trade Commission toward regulatory clearance, and still expect the merger to close in the second quarter of 2026, subject to remaining conditions.

In line with the Merger Agreement, MasterBrand’s board approved expanding from eight to eleven directors at the merger’s effective time and appointed Andrew Cogan, Philip Fracassa and Daniel Hendrix to fill the new seats. Because of the pending merger, American Woodmark does not plan to issue its usual May earnings release or hold a conference call for fiscal 2026 and fourth-quarter results, and instead expects to release those results with its Form 10-K filing in late June 2026 if the merger has not yet closed.

Pzena Investment Management reported beneficial ownership of 1,643,562 shares of American Woodmark Corp common stock, representing 11.3% of the class as of 03/31/2026. The filing states Pzena has sole voting power over 1,260,078 shares and sole dispositive power over 1,643,562 shares. The filing is an amendment (Schedule 13G/A) signed on 04/02/2026 by the firm's Chief Legal Risk Officer & Chief Compliance Officer.

American Woodmark Corp ownership filing shows The Vanguard Group reports beneficial ownership of 0 shares (0%) as of the reported amendment. The filing explains an internal realignment effective January 12, 2026 that caused certain Vanguard subsidiaries/divisions to report separately in reliance on SEC Release No. 34-39538.

The filing is signed by Ashley Grim as Head of Global Fund Administration on 03/26/2026, and states Vanguard entities retain rights to dividends/proceeds for managed accounts, while no single other person holds more than 5% of the class.