[SCHEDULE 13G/A] American Woodmark Corp SEC Filing

Rhea-AI Filing Summary

Central Pacific Financial Corporation (CPF) filed a Form 144 disclosing that shareholder Agnes C. Ngo intends to sell 3,333 common shares through Raymond James & Associates on or after 14 Jul 2025. At the most recent market price used in the filing, the stake is valued at $96,990.

The seller previously disposed of 6,666 shares in the last three months, generating $182,194 in gross proceeds. With 27,065,570 shares outstanding, the proposed sale represents roughly 0.01 % of the company’s equity, implying no dilution risk for existing shareholders.

The shares were originally obtained via stock awards granted in 2011 (100 shares) and 2019 (3,233 shares). By signing the notice, the seller certifies that she is unaware of any undisclosed material adverse information about CPF.

Insights

Securities Analyst

TL;DR: Small insider sale (0.01 %)—negligible fundamental impact, neutral sentiment.

The planned sale of 3,333 CPF shares, plus 6,666 shares recently sold, is immaterial relative to the 27 M shares outstanding. Dollar value is modest (<$100K). While insider selling can flag sentiment, the low volume and award-related origin suggest routine portfolio management rather than a strategic signal. I view the filing as not impactful to valuation or liquidity.

Corporate Governance Expert

TL;DR: Routine Rule 144 compliance; governance standards maintained.

Ngo’s disclosure follows Rule 144 timing rules and includes certification of no undisclosed adverse information, indicating adherence to governance protocols. Absence of a 10b5-1 plan date hints at discretionary timing, but sale size is too small to raise governance red flags. Overall, this is standard insider trading clearance with neutral investor impact.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

AMERICAN WOODMARK CORP

(Name of Issuer)

Common Stock

(Title of Class of Securities)

030506109

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 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 857,448.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,148,331.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,148,331.00

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)

7.9 %

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.: 030506109
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: 1,148,331
(b)	Percent of class: 7.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 857,448
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,148,331
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
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:	07/14/2025

FAQ

How many Central Pacific Financial (CPF) shares are proposed for sale?

The Form 144 states 3,333 common shares are planned for sale.

What is the aggregate market value of the shares to be sold?

The filing lists an aggregate market value of $96,990 for the 3,333 shares.

When is the anticipated sale date for the CPF shares?

The approximate sale date provided is 07/14/2025.

How many CPF shares did the insider sell in the past three months?

Agnes C. Ngo sold 6,666 shares between May and June 2025.

What percentage of CPF’s outstanding shares does the proposed sale represent?

About 0.01 % of the 27,065,570 shares outstanding.

How were the shares originally acquired by the seller?

They were received through stock awards granted in 2011 and 2019.

Which broker is handling the proposed CPF share sale?

Raymond James & Associates, located in St. Petersburg, FL.