MasterBrand director granted 21,217 new shares
MasterBrand, Inc. director Philip D. Fracassa reported an acquisition of 21,217 shares of common stock.
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Form Type
4
Rhea-AI Filing Summary
MasterBrand, Inc. director Philip D. Fracassa reported an acquisition of 21,217 shares of common stock. The shares were granted at a price of $0.00 per share and represent his direct holdings after the transaction.
The grant stems from MasterBrand’s merger with American Woodmark Corporation, completed on May 28, 2026. At the merger’s effective time, each AMWD common share converted into the right to receive 5.150 MasterBrand shares, and AMWD non-employee director restricted stock units were converted using the same exchange ratio.
Insider Trade Summary
Grant/Award: 21,217 shares
Grant/Award
1 txn
Insider
Fracassa Philip D.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock, par value $0.01 per share | 21,217 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock, par value $0.01 per share — 21,217 shares (Direct)
Footnotes (2)
- F1. 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").
- F2. 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 granted: 21,217 shares
Grant price: $0.00 per share
Post-transaction holdings: 21,217 shares
+2 more
5 metrics
Shares granted
21,217 shares
Common stock grant on May 28, 2026
Grant price
$0.00 per share
Reported transaction price for granted shares
Post-transaction holdings
21,217 shares
Direct holdings following the grant
Exchange ratio
5.150 shares
MasterBrand shares per AMWD share at merger
Merger effective date
May 28, 2026
Effective time of MasterBrand–American Woodmark merger
Key Terms
Agreement and Plan of Merger, Exchange Ratio, restricted stock unit, Effective Time
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.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each share of common stock of AMWD"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did MasterBrand (MBC) director Philip D. Fracassa report in this Form 4?
Director Philip D. Fracassa reported receiving 21,217 shares of MasterBrand common stock. The shares were granted at $0.00 per share and reflect his direct holdings following completion of the merger with American Woodmark Corporation.
What exchange ratio was used in the MasterBrand (MBC) and American Woodmark merger?
Each share of American Woodmark common stock converted into the right to receive 5.150 shares of MasterBrand common stock. This same 5.150 exchange ratio was applied when converting non-employee director restricted stock units into MasterBrand shares at the merger’s effective time.
How were American Woodmark director restricted stock units treated in the MasterBrand (MBC) merger?
At the effective time of the merger, each restricted stock unit held by American Woodmark non-employee directors converted into MasterBrand shares. The number equaled underlying AMWD shares multiplied by the 5.150 exchange ratio, with cash paid only for any fractional shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
