MasterBrand (MBC) director receives 80,185-share equity award from American Woodmark merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
MasterBrand, Inc. director Daniel T. Hendrix reported an acquisition of 80,185 shares of common stock. These shares were granted at a price of $0.00 per share, reflecting an equity award rather than an open-market purchase.
The award stems from the completed merger in which Maple Merger Sub, Inc., a wholly owned subsidiary of MasterBrand, merged with American Woodmark Corporation, making American Woodmark a wholly owned subsidiary of MasterBrand. At the effective time of the merger, American Woodmark common shares and certain director restricted stock units were converted into MasterBrand shares using a fixed exchange ratio of 5.150 shares of MasterBrand common stock for each American Woodmark share. Following this conversion, Hendrix directly holds 80,185 MasterBrand shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
HENDRIX DANIEL T
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock, par value $0.01 per share | 80,185 | $0.00 | -- |
Holdings After Transaction:
Common Stock, par value $0.01 per share — 80,185 shares (Direct, null)
Footnotes (1)
- On May 28, 2026, pursuant to that certain Agreement and Plan of Merger, dated August 5, 2025 (the "Merger Agreement"), by and among the issuer, Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of the issuer ("Merger Sub"), and American Woodmark Corporation, a Virginia corporation ("AMWD"), Merger Sub merged with and into AMWD with AMWD surviving as a wholly owned subsidiary of the issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of common stock of AMWD outstanding immediately prior to the Effective Time converted into the right to receive 5.150 shares of common stock of the issuer (such ratio, the "Exchange Ratio"). In addition, at the Effective Time, each restricted stock unit held by AMWD's non-employee directors converted into the right to receive a number of shares of issuer common stock equal to the number of shares of AMWD common stock subject to the restricted stock unit immediately prior to the Effective Time multiplied by the Exchange Ratio (with a cash payment in respect of any fractional shares in accordance with the Merger Agreement), less any applicable tax withholding.
Key Figures
Shares acquired: 80,185 shares
Grant price: $0.00 per share
Post-transaction holdings: 80,185 shares
+1 more
4 metrics
Shares acquired
80,185 shares
Common stock grant on May 28, 2026
Grant price
$0.00 per share
Equity award, not open-market purchase
Post-transaction holdings
80,185 shares
Total common shares held directly after transaction
Exchange ratio
5.150 shares
MasterBrand shares per American Woodmark share at merger
Key Terms
Agreement and Plan of Merger, Exchange Ratio, restricted stock unit, wholly owned subsidiary
4 terms
Agreement and Plan of Merger regulatory
"pursuant to that certain Agreement and Plan of Merger, dated August 5, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Exchange Ratio financial
"converted into the right to receive 5.150 shares of common stock of the issuer (such ratio, the "Exchange Ratio")"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
restricted stock unit financial
"each restricted stock unit held by AMWD's non-employee directors converted into the right to receive a number of shares"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
wholly owned subsidiary financial
"AMWD surviving as a wholly owned subsidiary of the issuer"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
FAQ
What insider transaction did MasterBrand (MBC) director Daniel T. Hendrix report?
Daniel T. Hendrix reported acquiring 80,185 shares of MasterBrand common stock. The acquisition was recorded at $0.00 per share, indicating an equity award or conversion rather than an open-market purchase, and left him holding 80,185 shares directly.
What exchange ratio was used in the MasterBrand (MBC) and American Woodmark merger?
Each share of American Woodmark common stock converted into 5.150 MasterBrand common shares. Non-employee director restricted stock units in American Woodmark were also converted using this 5.150-to-1 exchange ratio, with cash paid for any resulting fractional shares.
What happened to American Woodmark after the merger with MasterBrand (MBC)?
American Woodmark became a wholly owned subsidiary of MasterBrand. Maple Merger Sub, a MasterBrand subsidiary, merged with American Woodmark, with American Woodmark surviving as the subsidiary, and its common stock and certain restricted stock units converting into MasterBrand shares.