Fracassa Philip D. 4

4 · AMERICAN WOODMARK CORP · Filed May 29, 2026

AI-generated summary of this filing

Updated May 30, 2026

American Woodmark Director Philip Fracassa Disposes 4,120 Shares

What Happened

Philip D. Fracassa, a non-employee director of American Woodmark Corporation (AMWD), reported a disposition to the issuer of 4,120 shares on May 28, 2026. The filing lists the price as N/A and does not report a cash value for the disposition.
This is recorded as a disposition (code D) rather than an open-market sale; the filing attributes the transaction to the merger described in the footnotes rather than a routine trade.

Key Details

Transaction date: 2026-05-28; Form 4 filed: 2026-05-29 (filed one day after the transaction).
Shares disposed: 4,120; reported price/value: N/A in the filing.
Shares owned after the transaction: not specified in the filing.
Footnotes: (F1) Merger effective May 28, 2026, under the Agreement and Plan of Merger among MasterBrand, Merger Sub and American Woodmark. (F2) At the effective time each AMWD common share converted into the right to receive 5.150 shares of Parent (MasterBrand) common stock; restricted stock units held by non-employee directors converted into Parent stock equivalents (with cash paid for fractional shares and reductions for tax withholding).
Timeliness: filing appears timely (filed the day after the reported transaction).

Context

This disposition occurred as part of the company’s merger transaction and related conversion of AMWD shares/RSUs into Parent (MasterBrand) shares per the stated 5.150 exchange ratio. Because the filing shows “N/A” for price and references the merger mechanics, this (D) code appears to reflect conversion/surrender actions tied to the corporate transaction rather than a typical open-market sale.

Form 4Exit

Period: 2026-05-28

Director

Transactions

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

1 file