Cogan Andrew B 4
4 · AMERICAN WOODMARK CORP · Filed May 29, 2026
Research Summary
AI-generated summary of this filing
American Woodmark (AMWD) Director Andrew Cogan Disposes 15,760 Shares
What Happened
- Andrew B. Cogan, a director of American Woodmark Corporation, recorded a disposition to the issuer of 15,760 shares on May 28, 2026 (transaction code D). The Form 4 shows no open‑market price or cash proceeds (price = N/A), indicating this was not a routine market sale.
Key Details
- Transaction date: 2026-05-28; Form 4 filed 2026-05-29 (appears timely).
- Transaction type: Disposition to issuer (code D) — not an open‑market sale; no per‑share price or total value reported on the filing.
- Footnotes: The disposition occurred in connection with the Merger under the Agreement and Plan of Merger (effective May 28, 2026) by which American Woodmark became a wholly owned subsidiary of MasterBrand, Inc. At the Effective Time each Company share converted into the right to receive 5.150 shares of Parent common stock; restricted stock units held by non‑employee directors converted into Parent shares (with cash for fractional shares and less applicable tax withholding).
- Shares owned after the transaction: not specified in the provided filing excerpt.
Context
- A “disposition to issuer” in this context is a corporate/merger‑related conversion/surrender rather than an open‑market sale; the filing shows the conversion mechanics (exchange ratio and RSU conversion) rather than sale proceeds. For retail investors, this typically reflects merger accounting and tax withholding adjustments rather than a director signaling buy/sell sentiment.
Insider Transaction Report
Form 4Exit
Cogan Andrew B
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-28−15,760→ 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]At the effective time of the Merger (the Effective Time), each share of common stock of the Company (Company common stock) outstanding immediately prior to the Effective Time converted into the right to receive 5.150 shares of common stock of Parent (Parent common stock) (such ratio, the Exchange Ratio). In addition, at the Effective Time, each restricted stock unit held by the Company's non-employee directors converted into the right to receive a number of 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 a cash payment in respect of any fractional shares in accordance with the Merger Agreement), less any applicable tax withholding.
Signature
Jan L. Symons, Attorney-In-Fact|2026-05-29