AMERICAN WOODMARK (NASDAQ: AMWD) CEO gains 11,798 performance-based shares in equity award

Rhea-AI Filing Summary

AMERICAN WOODMARK CORP President & CEO Michael Scott Culbreth reported an equity award. He acquired 11,798 shares of common stock at no cost through the achievement of performance conditions on cultural-based restricted stock units originally granted on June 1, 2023. These units remain subject to an additional service-based vesting requirement that expires on June 1, 2026. After this award, he directly holds 150,926 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Culbreth Michael Scott

Role PRESIDENT & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,798	$0.00	--

Holdings After Transaction: Common Stock — 150,926 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares acquired: 11,798 shares Price per share: $0.00 per share Shares held after transaction: 150,926 shares +2 more

5 metrics

Shares acquired 11,798 shares Common stock granted via cultural-based restricted stock units

Price per share $0.00 per share Grant or award acquisition on the transaction date

Shares held after transaction 150,926 shares Direct ownership following the Form 4-reported award

Original RSU grant date June 1, 2023 Date cultural-based restricted stock units were originally awarded

Service vesting end date June 1, 2026 Expiration of additional service-based vesting requirement

Key Terms

restricted stock units, performance conditions, service-based vesting requirement, grant, award, or other acquisition

4 terms

restricted stock units financial

"Reflects the achievement of the performance conditions applicable to cultural-based restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance conditions financial

"Reflects the achievement of the performance conditions applicable to cultural-based restricted stock units"

service-based vesting requirement financial

"These restricted stock units are subject to an additional service-based vesting requirement, which will expire on June 1, 2026."

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Culbreth Michael Scott

(Last) (First) (Middle)

561 SHADY ELM ROAD

(Street)

WINCHESTER VIRGINIA 22601

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN WOODMARK CORP [ AMWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/20/2026		A		11,798(1)	A	$0	150,926	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

Remarks:

	Jan L. Symons, Attorney-In-Fact	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did AMWD CEO Michael Scott Culbreth report on this Form 4?

He reported acquiring 11,798 shares of AMWD common stock at no cost. The shares relate to cultural-based restricted stock units whose performance conditions were achieved, with remaining service-based vesting through June 1, 2026.

How many AMWD shares does the CEO hold after this transaction?

After this equity award, Michael Scott Culbreth directly holds 150,926 shares of AMWD common stock. This reflects his updated ownership position following the vesting-linked acquisition reported in the Form 4 filing.

What triggered the 11,798-share award to AMWD’s CEO?

The award reflects achievement of performance conditions tied to cultural-based restricted stock units granted on June 1, 2023. Meeting these performance goals caused the units to convert into shares, subject to additional time-based vesting through June 1, 2026.

Are the newly acquired AMWD shares fully vested for the CEO?

Not yet. Although performance conditions have been achieved, the restricted stock units remain subject to a service-based vesting requirement. This additional vesting condition expires on June 1, 2026, delaying full vesting until that date.

What type of transaction is reported for AMWD’s CEO on this Form 4?

The filing shows a grant or award acquisition of common stock, coded as an “A” transaction. It is compensation-related, arising from cultural-based restricted stock units whose performance criteria have been satisfied.