Fracassa Philip D. 4

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.