AMERICAN WOODMARK CORP·4

May 29, 4:10 PM ET

HENDRIX DANIEL T 4

4 · AMERICAN WOODMARK CORP · Filed May 29, 2026

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American Woodmark (AMWD) Director Daniel T. Hendrix Disposes 15,570 Shares

What Happened Daniel T. Hendrix, a director of American Woodmark Corporation (AMWD), recorded a disposition to the issuer of 15,570 shares on May 28, 2026. The filing lists the transaction type as a disposition to the issuer (code D); no per-share price or total dollar value is reported on the Form 4. This transaction was completed as part of the company’s merger with MasterBrand, Inc., not as an open-market sale.

Key Details

  • Transaction date: 2026-05-28 (reported on Form 4 2026-05-29; filing appears timely).
  • Transaction type/code: Disposition to issuer (D).
  • Shares disposed: 15,570. Price and total value: N/A / not reported.
  • Shares owned after transaction: Not disclosed in the provided filing.
  • Relevant footnotes: (F1) Merger effected May 28, 2026 between American Woodmark and MasterBrand, Inc.; (F2) each Company share converted into the right to receive 5.150 Parent (MasterBrand) shares; restricted stock units for non-employee directors converted into Parent shares using the same exchange ratio, with cash paid for fractional shares and tax withholding applied.
  • Not an open-market sale—this was a merger-related conversion/disposition to the issuer.

Context Because this was a merger-related disposition/conversion rather than a market sale, it reflects the corporate change of control mechanics (exchange of Company shares/RSUs for Parent shares or cash for fractions) rather than a director signaling buy/sell sentiment. Purchases generally carry more weight for interpreting insider confidence; merger-driven dispositions are often procedural.

Insider Transaction Report

Form 4Exit
Period: 2026-05-28
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-05-2815,5700 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

Documents

1 file
  • 4
    wk-form4_1780085446.xmlPrimary

    FORM 4