Cogan Andrew B 4

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.