Videtto Emily Cavanagh 4
4 · AMERICAN WOODMARK CORP · Filed May 29, 2026
Research Summary
AI-generated summary of this filing
American Woodmark (AMWD) Director Videtto Surrenders 8,930 Shares
What Happened Emily Cavanagh Videtto, a director of American Woodmark Corporation (AMWD), had 8,930 shares disposed to the issuer on May 28, 2026. The Form 4 records this as a "Disposition to the issuer" (code D) with no price or cash proceeds reported. The filing indicates the transaction occurred in connection with the Merger of American Woodmark into MasterBrand (see footnotes).
Key Details
- Transaction date: 2026-05-28; Form 4 filed 2026-05-29.
- Transaction type/code: Disposition to issuer (D). Shares: 8,930. Price/proceeds: not reported (N/A).
- Shares owned after the transaction: not disclosed on the filing.
- Footnotes: The disposition arises from the Merger (effective May 28, 2026) under which each Company share/RSU converted into the right to receive 5.150 shares of Parent (MasterBrand) common stock; restricted stock units for non‑employee directors converted into Parent shares and fractional shares were cashed out per the Merger Agreement, less applicable tax withholding.
- This was not an open‑market sale; it appears to be an issuer withholding of shares to satisfy tax obligations (common in mergers/RSU conversions).
Context A "Disposition to the issuer" in merger contexts commonly reflects share withholding to cover taxes on converted awards rather than a directional sale by the insider. Such transactions do not necessarily signal insider sentiment about the company’s prospects. Purchases or open‑market sales tend to be more informative about trading intent.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-28−8,930→ 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.