Pzena reports 11.3% stake in American Woodmark

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.

Rhea-AI Filing Summary

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.

Insights

Institutional Ownership Analyst

Large passive stake disclosed: 1,643,562 shares (11.3%).

Pzena Investment Management reports an 11.3% beneficial position in American Woodmark with sole dispositive power over all 1,643,562 shares and sole voting power over 1,260,078 shares. The Schedule 13G/A amendment format typically signals an investor holding the stake in a passive or qualifying capacity rather than seeking active control.

Key dependencies include whether holdings change in subsequent filings and whether any clients exceed 5% individually; the filing states no single client holds over 5%. Subsequent SEC reports would show material movements.

Key Figures

Beneficially owned shares: 1,643,562 shares Percent of class: 11.3% Sole voting power: 1,260,078 shares +3 more

6 metrics

Beneficially owned shares 1,643,562 shares Amount beneficially owned reported in Item 4

Percent of class 11.3% Percent of common stock reported in Item 4

Sole voting power 1,260,078 shares Sole power to vote reported in Item 4(i)

Sole dispositive power 1,643,562 shares Sole power to dispose reported in Item 4(iii)

Reporting date 03/31/2026 Date on cover indicating the report period

Signature date 04/02/2026 Date the amendment was signed by the compliance officer

Key Terms

Schedule 13G/A, Beneficially owned, Sole dispositive power, Sole voting power

4 terms

Schedule 13G/A regulatory

"Amendment No. 2 ) AMERICAN WOODMARK CORP ... SCHEDULE 13G/A"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficially owned financial

"Item 4. | Ownership (a) | Amount beneficially owned: 1,643,562"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole dispositive power financial

"Item 4(iii) Sole power to dispose or to direct the disposition of: 1,643,562"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Sole voting power financial

"Item 4(i) Sole power to vote or to direct the vote: 1,260,078"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Pzena Investment Management hold in AMWD?

Pzena holds 1,643,562 shares, equal to 11.3% of American Woodmark's common stock as reported in this amendment. The ownership figures are stated with voting and dispositive power details in the filing.

What voting and disposition rights does Pzena report for AMWD?

Pzena reports sole voting power for 1,260,078 shares and sole dispositive power for 1,643,562 shares. Shared voting or dispositive powers are reported as zero in the filing.

When is the ownership percentage reported as of?

The Schedule 13G/A shows the ownership position tied to 03/31/2026. The amendment is signed on 04/02/2026 by the firm's compliance officer to certify the disclosure.

Does any single client of Pzena own more than 5% of AMWD?

No. The filing states that while clients have the right to dividends and proceeds, no single client holds more than 5% of the class, per the disclosure in Item 6.

What does a Schedule 13G/A amendment indicate about investor intent?

A Schedule 13G/A amendment updates a previously reported passive or qualifying ownership position. It typically indicates the filer is reporting holdings rather than declaring an active acquisition intent or control attempt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 01:56 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

AMERICAN WOODMARK CORP

(Name of Issuer)

Common Stock

(Title of Class of Securities)

030506109

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 030506109

1

Names of Reporting Persons

PZENA INVESTMENT MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,260,078.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,643,562.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,643,562.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.3 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: AMERICAN WOODMARK CORP
(b)	Address of issuer's principal executive offices: 3102 SHAWNEE DRIVE, 3102 SHAWNEE DRIVE, WINCHESTER, VIRGINIA, 22601.
Item 2.
(a)	Name of person filing: Pzena Investment Management, LLC
(b)	Address or principal business office or, if none, residence: 320 Park Avenue, 8th floor New York, NY 10022
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.:
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,643,562
(b)	Percent of class: 11.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,260,078
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,643,562
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. CLIENTS OF THE FILING INVESTMENT MANAGER HAVE THE RIGHT TO RECEIVE AND THE ULTIMATE POWER TO DIRECT THE RECEIPT OF DIVIDENDS FROM, OR THE PROCEEDS OF SALE OF THE SECURITIES REPORTED ON HEREINABOVE. NO INTEREST OF ANY ONE OF SUCH CLIENTS RELATES TO MORE THAN FIVE PERCENT OF THE CLASS.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PZENA INVESTMENT MANAGEMENT LLC

Signature:	s/Steven Coffey
Name/Title:	Chief Legal Risk Officer & Chief Compliance Officer
Date:	04/02/2026