Cogan Andrew B 4
4 · MasterBrand, Inc. · Filed Jun 1, 2026
Research Summary
AI-generated summary of this filing
MasterBrand (MBC) Director Andrew Cogan Receives 81,163 Shares
What Happened
Andrew B. Cogan, a director of MasterBrand, received 81,163 shares of MasterBrand common stock on May 28, 2026. The shares were issued at $0.00 per share as part of a merger-related conversion (no cash purchase). This was an award/acquisition resulting from the merger of American Woodmark Corporation (AMWD) into a MasterBrand subsidiary; it is not an open-market purchase or sale.
Key Details
- Transaction date: May 28, 2026; Form 4 filed June 1, 2026.
- Transaction type/code: A (award/grant or other acquisition).
- Shares acquired: 81,163 at $0.00 per share (total cash paid = $0).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes: The shares were issued pursuant to the Merger Agreement dated Aug 5, 2025. At the merger's effective time, each AMWD share converted into 5.150 MasterBrand shares; AMWD restricted stock units held by non‑employee directors converted into the right to receive MasterBrand shares (cash paid for fractional shares, and amounts subject to tax withholding).
- Timeliness: Filing date is June 1 for a May 28 transaction; Form 4s are generally due within two business days, so this filing was submitted a few days after the transaction.
Context
This was a non‑cash conversion of AMWD restricted stock units into MasterBrand shares under the merger terms—effectively an award tied to the corporate transaction. Such merger conversions are routine corporate events and do not necessarily reflect the director’s personal buying or selling intent.
Insider Transaction Report
- Award
Common Stock, par value $0.01 per share
[F1][F2]2026-05-28+81,163→ 81,163 total
Footnotes (2)
- [F1]On May 28, 2026, pursuant to that certain Agreement and Plan of Merger, dated August 5, 2025 (the "Merger Agreement"), by and among the issuer, Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of the issuer ("Merger Sub"), and American Woodmark Corporation, a Virginia corporation ("AMWD"), Merger Sub merged with and into AMWD with AMWD surviving as a wholly owned subsidiary of the issuer (the "Merger").
- [F2]At the effective time of the Merger (the "Effective Time"), each share of common stock of AMWD outstanding immediately prior to the Effective Time converted into the right to receive 5.150 shares of common stock of the issuer (such ratio, the "Exchange Ratio"). In addition, at the Effective Time, each restricted stock unit held by AMWD's non-employee directors converted into the right to receive a number of shares of issuer common stock equal to the number of shares of AMWD 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.