Culbreth Michael Scott 4
4 · AMERICAN WOODMARK CORP · Filed May 29, 2026
Research Summary
AI-generated summary of this filing
American Woodmark (AMWD) CEO Michael Culbreth Surrenders 150,926 Shares
What Happened
Michael S. Culbreth, President & CEO of American Woodmark Corporation, reported a disposition to the issuer of 150,926 shares on May 28, 2026. The filing lists the transaction code "D" (disposition to the issuer) and shows no price or total value (N/A). The filing’s footnotes indicate this action occurred in connection with the merger by which American Woodmark became a wholly owned subsidiary of MasterBrand, Inc.
Key Details
- Transaction date: May 28, 2026 (reported on Form 4 filed May 29, 2026).
- Transaction type/code: Disposition to issuer (D).
- Shares disposed: 150,926.
- Price/total value: Not specified in the filing (listed as N/A).
- Shares owned after transaction: Not disclosed in the Form 4.
- Footnotes: (F1) Merger effective date and structure — Merger Sub merged into American Woodmark and the company became a wholly owned subsidiary of MasterBrand; (F2) restricted stock units converted into restricted stock units of Parent common stock on an exchange-ratio basis (fractions rounded down).
- Filing timeliness: Report appears timely (transaction on May 28, filed May 29; Form 4 is due within two business days).
Context
A "disposition to the issuer" in this setting typically reflects surrender or conversion of company shares as part of merger consideration or corporate reorganization rather than a voluntary open-market sale; the filing’s footnotes tie the transaction directly to the August 5, 2025 merger agreement and related equity conversions. No price or cash amount is shown, so the exact consideration received (cash, parent stock, or conversion) is not specified in this Form 4.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-28−150,926→ 0 total
Footnotes (2)
- [F1]On May 28, 2026, pursuant to that certain Agreement and Plan of Merger, dated August 5, 2025, by and among MasterBrand, Inc., a Delaware corporation (Parent), Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of Parent (Merger Sub), and American Woodmark Corporation, a Virginia corporation (the Company), Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the Merger).
- [F2]In addition, at the Effective Time, each restricted stock unit held by the Company's officers converted into a restricted stock unit with respect to shares of Parent common stock equal to the number of shares of Company common stock subject to the restricted stock unit immediately prior to the Effective Time multiplied by the Exchange Ratio (with any fractional shares rounded down to the nearest whole share).