Fracassa Philip D. 4
4 · MasterBrand, Inc. · Filed Jun 1, 2026
Research Summary
AI-generated summary of this filing
MasterBrand (MBC) Director Philip Fracassa Receives 21,217 Shares
What Happened
Philip D. Fracassa, a director of MasterBrand, Inc., was issued/received 21,217 shares of MasterBrand common stock on May 28, 2026. The Form 4 reports these shares as an award/acquisition at $0.00 per share — the shares were issued as part of the Merger with American Woodmark (no cash purchase).
Key Details
- Transaction date: May 28, 2026; Form 4 filed June 1, 2026 (filed within the typical two-business-day window).
- Transaction type/code: A (award/acquisition) — 21,217 shares at $0.00 per share.
- Shares owned after transaction: Not specified in the excerpt provided.
- Footnotes: F1 describes the Merger of American Woodmark into a MasterBrand subsidiary; F2 states AMWD common shares and non-employee director restricted stock units converted at an Exchange Ratio of 5.150 (cash paid for fractional shares and tax withholding as applicable).
- No 10b5-1 plan, cashless sale, or tax-withholding sale was indicated in the provided excerpt.
Context
These shares were issued as merger consideration/conversion of American Woodmark equity (including restricted stock units for non-employee directors) under the Merger Agreement — this is not a market purchase or sale and therefore does not directly signal buying or selling intent. Purchases by insiders can be more informative about sentiment; merger-conversion issuances are routine corporate transaction mechanics.
Insider Transaction Report
- Award
Common Stock, par value $0.01 per share
[F1][F2]2026-05-28+21,217→ 21,217 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.