MasterBrand director awarded 81,163 shares in merger
MasterBrand, Inc. director Andrew B. Cogan acquired an equity stake through a stock award tied to the company’s merger with American Woodmark Corporation.
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Form Type
4
Rhea-AI Filing Summary
MasterBrand, Inc. director Andrew B. Cogan acquired an equity stake through a stock award tied to the company’s merger with American Woodmark Corporation. On May 28, 2026, he received 81,163 shares of MasterBrand common stock at no cash cost as a grant/award.
The award reflects the conversion of American Woodmark equity at the merger’s effective time, using a stated exchange ratio of 5.150 shares of MasterBrand stock for each American Woodmark share or restricted stock unit. Following this transaction, Cogan directly holds 81,163 MasterBrand shares.
Insider Trade Summary
Grant/Award: 81,163 shares
Grant/Award
1 txn
Insider
Cogan Andrew B
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock, par value $0.01 per share | 81,163 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock, par value $0.01 per share — 81,163 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 acquired: 81,163 shares
Price per share: $0.00 per share
Post-transaction holdings: 81,163 shares
+1 more
4 metrics
Shares acquired
81,163 shares
Grant/award on May 28, 2026
Price per share
$0.00 per share
Awarded shares, non-market transaction
Post-transaction holdings
81,163 shares
Total direct ownership after transaction
Exchange ratio
5.150 shares
MasterBrand shares per American Woodmark share/RSU at merger effective time
Key Terms
Agreement and Plan of Merger, Exchange Ratio, restricted stock unit, Effective Time, +1 more
5 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.
Merger financial
"Merger Sub merged with and into AMWD with AMWD surviving as a wholly owned subsidiary of the issuer (the "Merger")."
A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did MasterBrand (MBC) director Andrew B. Cogan report in this Form 4?
Andrew B. Cogan reported acquiring 81,163 shares of MasterBrand common stock. The shares were received as a grant/award at no cash cost, tied to the merger with American Woodmark Corporation and the conversion of prior American Woodmark equity awards.
Was Andrew B. Cogan’s MasterBrand (MBC) transaction an open-market purchase or sale?
The transaction was not an open-market trade. It is coded as an A transaction, meaning a grant, award, or other acquisition, and reflects stock received at a price of $0.00 per share rather than a market buy or sale.
What does the 5.150 exchange ratio mean in the MasterBrand (MBC) merger?
The 5.150 exchange ratio means each share of American Woodmark common stock outstanding at the effective time converted into the right to receive 5.150 shares of MasterBrand common stock, with cash paid instead of fractional shares according to the merger agreement’s terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
