AMWD · American Woodmark Corp

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).

In addition, at the Effective Time, each restricted stock unit held by the Company's officers converted into a restricted stock unit with respect to 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 any fractional shares rounded down to the nearest whole share).

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).

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.

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).

In addition, at the Effective Time, each restricted stock unit held by the Company's officers converted into a restricted stock unit with respect to 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 any fractional shares rounded down to the nearest whole share).

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).

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.

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).

In addition, at the Effective Time, each restricted stock unit held by the Company's officers converted into a restricted stock unit with respect to 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 any fractional shares rounded down to the nearest whole share).

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).

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.

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).

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.

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).

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.

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).

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.

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).

In addition, at the Effective Time, each restricted stock unit held by the Company's officers converted into a restricted stock unit with respect to 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 any fractional shares rounded down to the nearest whole share).

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).

In addition, at the Effective Time, each restricted stock unit held by the Company's officers converted into a restricted stock unit with respect to 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 any fractional shares rounded down to the nearest whole share).

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).

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.

Reflects the achievement of the performance conditions applicable to cultural-based restricted stock units, which were originally awarded on June 1, 2023. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2026.

Reflects the achievement of the performance conditions applicable to cultural-based restricted stock units, which were originally awarded on June 1, 2023. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2026.

Reflects the achievement of the performance conditions applicable to cultural-based restricted stock units, which were originally awarded on June 1, 2023. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2026.

Reflects the achievement of the performance conditions applicable to cultural-based restricted stock units, which were originally awarded on June 1, 2023. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2026.

Reflects the achievement of the performance conditions applicable to cultural-based restricted stock units, which were originally awarded on June 1, 2023. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2026.

Award of service-based restricted stock units, which will vest on August 20, 2026.

Award of service-based restricted stock units, which will vest on August 20, 2026.

Award of service-based restricted stock units, which will vest on August 20, 2026.

Award of service-based restricted stock units, which will vest on August 20, 2026.

Award of service-based restricted stock units, which will vest on August 20, 2026.

Award of service-based restricted stock units, which will vest on August 20, 2026.

Award of service-based restricted stock units, which will vest on August 20, 2026.

Award of service-based restricted stock units, 33 1/3% of which will vest on July 14, 2026, July 14, 2027, and July 14, 2028.

Award of service-based restricted stock units which will vest on July 3, 2026.

Award of service-based restricted stock units which will vest on July 3, 2026.

Award of service-based restricted stock units which will vest on July 3, 2026.

Award of service-based restricted stock units which will vest on July 3, 2026.

Award of service-based restricted stock units which will vest on July 3, 2026.

The shares being reported as disposed of were withheld to satisfy required tax withholding liabilities in connection with the payment of RSU's.

The shares being reported as disposed of were withheld to satisfy required tax withholding liabilities in connection with the payment of RSU's.

The shares being reported as disposed of were withheld to satisfy required tax withholding liabilities in connection with the payment of RSU's.

The shares being reported as disposed of were withheld to satisfy required tax withholding liabilities in connection with the payment of RSU's.

The shares being reported as disposed of were withheld to satisfy required tax withholding liabilities in connection with the payment of RSU's.

The shares being reported as disposed of were withheld to satisfy required tax withholding liabilities in connection with the payment of RSU's.

Award of service-based restricted stock units, 33 1/3% of which will vest on June 1, 2026, June 1, 2027, and June 1, 2028.

Award of service-based restricted stock units, 33 1/3% of which will vest on June 1, 2026, June 1, 2027, and June 1, 2028.

Award of service-based restricted stock units, 33 1/3% of which will vest on June 1, 2026, June 1, 2027, and June 1, 2028.

Award of service-based restricted stock units, 33 1/3% of which will vest on June 1, 2026, June 1, 2027, and June 1, 2028.

Award of service-based restricted stock units, 33 1/3% of which will vest on June 1, 2026, June 1, 2027, and June 1, 2028.

Award of service-based restricted stock units, 33 1/3% of which will vest on June 1, 2026, June 1, 2027, and June 1, 2028.

Reflects the achievement of the performance conditions applicable to performance-based restricted stock units, which were originally awarded on June 1, 2024. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2027.

Reflects the achievement of the performance conditions applicable to performance-based restricted stock units, which were originally awarded on June 1, 2024. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2027.

Reflects the achievement of the performance conditions applicable to cultural-based restricted stock units, which were originally awarded on June 1, 2022. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2025.

Reflects the achievement of the performance conditions applicable to cultural-based restricted stock units, which were originally awarded on June 1, 2022. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2025.

Reflects the achievement of the performance conditions applicable to performance-based restricted stock units, which were originally awarded on June 1, 2023. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2026.

Reflects the achievement of the performance conditions applicable to performance-based restricted stock units, which were originally awarded on June 1, 2023. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2026.

Reflects the achievement of the performance conditions applicable to performance-based restricted stock units, which were originally awarded on June 1, 2024. These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2027.