AMERICAN WOODMARK CORP 8-K

What Happened
American Woodmark Corporation (AMWD) filed an 8-K reporting that the previously announced merger with MasterBrand closed, and at the Effective Time AMWD became a wholly owned subsidiary of MasterBrand. The filing (dated May 28, 2026) states the company requested Nasdaq suspend trading and withdraw AMWD common stock from listing, with delisting effective May 29, 2026. The company also terminated all outstanding obligations under its Second Amended and Restated Credit Agreement (dated October 10, 2024) in connection with the closing.

Key Details

• Merger closed and American Woodmark became a wholly owned subsidiary of MasterBrand (Effective Time; press release dated May 28, 2026).
• Nasdaq delisting: AMWD requested suspension of trading and withdrawal; delisting effective May 29, 2026; Nasdaq will file Form 25 and AMWD intends to file Form 15 to deregister and suspend reporting.
• Corporate governance change: each director and officer of AMWD ceased service at the Effective Time; these departures were not due to any disagreement with the company.
• Organizational documents: AMWD’s Articles of Incorporation and Bylaws were amended and restated at the Effective Time to mirror Merger Sub’s documents.
• Debt: all outstanding obligations under AMWD’s Oct 10, 2024 Second Amended and Restated Credit Agreement were terminated as of the closing.

Why It Matters
For investors, AMWD is no longer a publicly listed, standalone company: its shares will cease trading on Nasdaq and the company intends to deregister and suspend SEC reporting, reducing public disclosure and liquidity of the stock. Control and governance have changed—AMWD is now a private subsidiary of MasterBrand and its prior board and officers have ceased their roles. The termination of the credit agreement indicates related lender arrangements tied to the public company structure have been closed out in connection with the transaction.