11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 11-K

_____________________

[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

[ ]TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-14798

A.Full title of the plan and the address of the plan, if different from that of the issuer named below:

American Woodmark Corporation

Retirement Savings Plan

B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

American Woodmark Corporation

561 Shady Elm Road

Winchester, VA 22602

AMERICAN WOODMARK CORPORATION
RETIREMENT SAVINGS PLAN

Table of Contents

			Page
Report of Independent Registered Public Accounting Firm			1
Financial Statements:
	Statements of Net Assets Available for Benefits - December 31, 2021 and 2020		2
	Statements of Changes in Net Assets Available for Benefits - Years ended December 31,
		2021 and 2020	3
	Notes to Financial Statements		4
Supplemental Schedule:
	Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) - December 31, 2021		9
Signatures			10

Report of Independent Registered Public Accounting Firm

To the Plan Participants, Plan Administrator and Pension Committee

American Woodmark Corporation Retirement Savings Plan:

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of American Woodmark Corporation Retirement Savings Plan (the Plan) as of December 31, 2021, and 2020, the related statements of changes in net assets available for benefits for the year ended December 31, 2021, and 2020, and the related notes to the financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021, and 2020, and the changes in net assets available for benefits for the year ended December 31, 2021, and 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Report on Supplemental Information

The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2021, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

We have served as the Plan’s auditor since 2020.

/s/ Yount, Hyde & Barbour, P.C.

Winchester, Virginia

June 28, 2022

1

AMERICAN WOODMARK CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2021 and 2020
				2021		2020
ASSETS
	Investments at fair value:
		Cash		$	—	$	286,230
		Collective fund			8,071,900		8,961,723
		Mutual funds			259,635,869		205,036,321
		American Woodmark Corporation Stock Fund:
			Cash		291,573		—
			Money market fund		298,490		724,905
			Common stock - American Woodmark Corporation		30,708,157		46,841,662
			Total investments, at fair value		299,005,989		261,850,841
	Receivables:
		Employer’s contributions			296,443		7,973,522
		Participants’ contributions			109,610		—
		Notes receivable from participants			7,465,911		7,806,651
			Total receivables		7,871,964		15,780,173
			Net assets available for benefits	$	306,877,953	$	277,631,014
See accompanying notes to financial statements.

2

AMERICAN WOODMARK CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2021 and 2020
				2021		2020
ADDITIONS TO ASSETS ATTRIBUTED TO:
	Investment income:
		Net appreciation in fair value of investments		$	7,784,230	$	17,804,678
		Interest and dividends			7,499,685		4,301,978
			Total investment income		15,283,915		22,106,656
	Interest on notes receivable from participants				443,280		543,859
	Contributions:
		Participants’ contributions			16,937,197		15,074,284
		Rollovers			11,586,640		1,726,895
		Employer’s contributions			14,524,159		14,427,976
			Total contributions		43,047,996		31,229,155
DEDUCTIONS FROM ASSETS ATTRIBUTED TO:
	Benefits paid to participants				(29,126,796)		(41,071,969)
	Administrative expenses				(401,456)		(353,443)
			Total deductions		(29,528,252)		(41,425,412)
			Net increase in net assets available for benefits		29,246,939		12,454,258
Net assets available for benefits at beginning of year					277,631,014		265,176,756
Net assets available for benefits at end of year				$	306,877,953	$	277,631,014
See accompanying notes to financial statements.

3

AMERICAN WOODMARK CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

(1)Description of the Plan

The following description of the American Woodmark Corporation Retirement Savings Plan (“the Plan”) provides only general information. A complete description of the Plan provisions, including those relating to participation, vesting and benefits, is contained in the Plan document.

a.General

The Plan is a defined contribution plan that covers employees of American Woodmark Corporation (“the Corporation”) upon meeting certain eligibility requirements. Eligible participants include essentially all employees who have been employed by the Corporation for at least five consecutive months and are least age 18. Eligible employees are auto enrolled at a contribution rate of 3%, unless they actively enroll or opt out during the initial enrollment period. Enrollment is on the first day of the month following the completion of five consecutive months of service. The automatic contribution rate auto escalates by 1% per calendar year, up to a contribution rate of 8%. The participant may modify this at any time. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. Newport Trust Company is the trustee of the Plan. Further information regarding the plan is available in the plan document.

b.Contributions

The Plan allows participants to contribute up to 100% of their annual compensation excluding extraordinary remuneration not generally received by the participants as a class. The statutory maximum amount of contributions allowed was $19,500 for both the years ended December 31, 2021 and 2020. Participants who are 50 years or older on the last day of the Plan year are eligible to contribute an additional catch-up contribution up to the limit imposed by law. The catch-up limit for both 2021 and 2020 was $6,500. Participants may elect to invest their contributions in the investment options made available by the Corporation. The accounts of participants who have not made investment elections are automatically invested in the applicable Vanguard Target Retirement fund.

The Corporation makes matching contributions equal to 100% of each participant’s salary reduction contribution up to the first 4% of the participant’s annual compensation. All matching contributions are made in cash by the Corporation.

The Corporation also makes profit sharing contributions to each eligible participant in the Plan equal to 3% of the Corporation’s net income for fiscal years in which the Corporation’s net income exceeds $0 in total but is less than or equal to $20 million, 4% of the Corporation’s net income for fiscal years in which the Corporation’s net income exceeds $20 million but is less than or equal to $30 million, and 5% of the Corporation’s net income for fiscal years in which the Corporation’s net income exceeds $30 million, divided by the number of eligible employees. These contributions are made in the form of the Corporation’s common stock. Profit sharing contributions made in 2021 and 2020 were $2,938,156 and $3,743,048, respectively. Additional incentive contributions may be made at the option of the Corporation’s board of directors, however none were made in 2021 or 2020.

c.Participant Accounts

Each participant’s account is credited with the participant’s contributions and the related matching contribution, an allocation of the Corporation’s profit sharing, incentive contributions, and Plan earnings. Allocations of income (losses) attributable to investment funds are made proportionately based upon account balances to each participant’s account.

d.Vesting

Participants are immediately vested in their contributions and the Corporation's profit sharing and safe harbor matching contributions plus actual earnings thereon. Matching contributions made prior to the plan becoming a

4

AMERICAN WOODMARK CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

safe harbor plan are subject to the five year vesting schedule. Any non vested funds in the accounts of terminated participants are forfeited after a five year break in-service.

e.Loans

Participants are allowed to take out loans from their vested balances. The minimum loan amount is $1,000 and only one loan can be outstanding at any time. The maximum loan amount is equal to the lesser of 50% of the participant’s vested account or $50,000 in accordance with the Department of Labor’s regulations. Loan payments are made through payroll deductions with interest based on the prime interest rate as listed in the Wall Street Journal on the first day of the calendar quarter in which the loan is made plus 2%. Loans must be repaid over a period not to exceed five years. Loans transferred from the RSI Plan merger may be longer than five years for the purchase of a primary residence and generally bear interest at a rate commensurate with the rates that a bank or other professional lender would charge for making a loan in a similar circumstance.

f.Payment of Benefits

Upon termination of service a participant may receive a lump-sum amount equal to the vested balance of their account, take a partial withdrawal of their account, or leave the vested balance in the Plan until Required Minimum Distributions are required.

g.CARES Act

On March 27, 2020, the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” was signed into law. The CARES Act, among other things, included several relief provisions available to tax-qualified retirement plans and their participants. Under the CARES Act the following provisions were adopted by the Plan:

•Emergency coronavirus distributions up to $100,000

•Suspension of Required Minimum Distributions for 2020

h.Plan Termination

Although it has not expressed any intent to do so, the Corporation has the right under the Plan to amend, modify, suspend, or terminate the Plan.

i.Investment Options

Participants in the Plan may direct their individual contributions into any of the investment options offered by the Plan. The Plan currently provides that the Corporation’s matching contributions are invested in the employee’s current investment elections. The Corporation’s profit sharing contributions are automatically invested in the Corporation’s common stock, which is held by the American Woodmark Corporation Stock Fund (“the Stock Fund”). The Plan allows participants to diversify their profit sharing contributions out of the Stock Fund.

j.Forfeited accounts

At December 31, 2021 and 2020, the balance of forfeited non-vested accounts was $1,274 and $4,651, respectively. Forfeited balances of terminated participants’ non-vested accounts may be used to reduce future Corporation contributions or pay administrative expenses of the Plan. In 2021 and 2020, forfeited non-vested accounts were used to reduce employer contributions by $6,102 and $27, respectively, and administrative expenses by $80,931 and $13,157, respectively.

5

AMERICAN WOODMARK CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

k.Administrative Expenses

The Corporation pays for all recordkeeping services less any reimbursements to the Plan from the participating mutual funds, trustee and custodial fees for the Corporation’s common stock. All other expenses are paid by the Plan.

1.Summary of Significant Accounting Policies

a.Basis of Accounting

The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting.

b.Investment Valuation and Income Recognition

Investments are stated at fair value. The fair value of mutual funds is based on quoted market prices on the last business day of the Plan year. The fair value of the Corporation’s common stock within the Stock Fund is based on the closing price on the last business day of the Plan year. Participants own units of the Stock Fund, not shares of the Corporation’s common stock. The collective funds are valued by applying the Plan’s ownership percentage in the fund to the fund’s net asset value at the valuation date as a practical expedient of fair value. Money market fund balances are valued based on redemption values on the last business day of the Plan year.

The Stock Fund consists of the Plan’s investment in the Corporation’s common stock, a money market fund and cash. In accordance with the Plan’s policy of stating investments at fair value, the amount reflected as the net appreciation in fair value of investments represents the change in fair value as compared to cost and realized gains and losses, with cost determined using the average cost method. Purchases and sales of securities are recorded on the trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

The Plan’s investments, in general, are exposed to various risks, including interest rate, credit and overall market volatility risks. In addition, due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and such changes could materially affect the amounts reported in the statements of net assets available for benefits.

Included in investments at December 31, 2021 and 2020, are shares of American Woodmark Common stock amounting to $30,708,157 and $46,841,662, respectively. This investment represents 10% and 18% of total investments at December 31, 2021 and 2020, respectively. A significant decline in the market value of American Woodmark stock would significantly affect the net assets available for benefits.

c.Notes receivable from participants

Notes receivable from participants (loans) are carried at their unpaid principal plus accrued and unpaid interest. Delinquent participant loans are considered in default and treated as a distribution to the participant.

d.Benefit Payments

Benefit payments are recorded upon distribution.

e.Use of Estimates

The preparation of the Plan’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

6

AMERICAN WOODMARK CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

2.Fair Value Measurements

The Plan’s investments are carried at fair value using a three-level valuation hierarchy for fair value measurement.

Certain reclassifications have been made to prior period balances to conform to the current period presentation. For the year ended December 31, 2021, Plan management re-evaluated the measurement inputs for the American Woodmark Corporation common stock and determined these investments should be classified as Level 1. Plan management has reclassified these investments within the fair value hierarchy. This reclassification did not affect any recorded values.

These levels are described below:

Level 1 – Investments with quoted prices for identical assets or liabilities in active markets.

Level 2 – Investments with observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Investments with unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial assets and liabilities measured at fair value on a recurring basis are as follows:

	Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Mutual funds	$	259,635,869	$	—	$	—	$	259,635,869
Collective funds	—		8,071,900		—		8,071,900
American Woodmark Corporation stock fund:
Cash	291,573		—		—		291,573
Money market fund	—		298,490		—		298,490
American Woodmark Corporation common stock	30,708,157				—		30,708,157
Total American Woodmark Corporation stock fund	30,999,730		298,490		—		31,298,220
Total investments	$	290,635,599	$	8,370,390	$	—	$	299,005,989

	Fair Value Measurements as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash	$	286,230	$	—	$	—	$	286,230
Mutual funds	205,036,321		—		—		205,036,321
Collective funds	—		8,961,723		—		8,961,723
American Woodmark Corporation stock fund:
Money market fund	—		724,905		—		724,905
American Woodmark Corporation common stock	46,841,662				—		46,841,662
Total American Woodmark Corporation stock fund	46,841,662		724,905		—		47,566,567
Total investments	$	252,164,213	$	9,686,628	$	—	$	261,850,841

There were no transfers between Level 1 or Level 2 during 2021 and 2020. There were no liabilities measured at fair value on a recurring basis.

3.Reconciliation of Financial Statements to Form 5500

7

AMERICAN WOODMARK CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 for the years ended December 31, 2021 and 2020:

	December 31,
	2021		2020
Net assets available for benefits per the financial statements	$	306,877,953	$	277,631,014
Less amounts allocated to withdrawing participants	(4,980,484)		(4,197,524)
Net assets available for benefits per the Form 5500	$	301,897,469	$	273,433,490

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the years ended December 31, 2021 and 2020:

	December 31,
	2021		2020
Benefits paid to participant per the financial statements	$	29,126,796	$	41,071,969
Plus amounts allocated on Form 5500 to withdrawing participants and benefit payments pending distribution at end of the year	4,980,484		4,197,524
Less amounts allocated on Form 5500 to withdrawing participants and benefit payments pending distribution at beginning of the year	(4,197,524)		(3,008,195)
Benefits paid to participants per the Form 5500	$	29,909,756	$	42,261,298

Amounts allocated to withdrawing participants and benefit payments pending distribution are recorded on the Form 5500 for benefit claims that have been processed and approved for payment by the Corporation prior to December 31 but not yet paid as of that date.

4.Related-Party Transactions

During 2021 and 2020, the Plan received no dividends from the Corporation. Certain administrative services are provided by the Corporation without cost to the Plan; while all out-of-pocket administrative expenses are paid by the Plan. Loans to participants, which are considered parties-in-interest, were granted throughout the year as part of normal plan operations.

5.Federal Income Taxes

The Internal Revenue Service (“IRS”) determined and informed the Corporation by a letter dated August 21, 2015 that the Plan, as amended, qualified under Section 401 of the Internal Revenue Code (“IRC”). The Trust established under the Plan is tax exempt under Section 501. The plan administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

U.S. generally accepted accounting principles require management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would be sustained upon examination by taxing authorities. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2021 and 2020, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

6.Subsequent Events

Beginning January 1, 2022, essentially all employees are eligible to participate in the Plan immediately. Employees that do not actively enroll in or opt out of the Plan will automatically be enrolled following 90 days of service.

8

AMERICAN WOODMARK CORPORATION
RETIREMENT SAVINGS PLAN
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)
December 31, 2021
Identity of issuer, borrower, lessor, or similar party	Description of investment	Number of shares or units, Par or face amount, rate of interest, maturities	Current value
Cash:
US Bank Cash Account	Non-Interest Bearing Cash	291,573	$	291,573
First American Funds	First American US Treasury Money Market Fund	298,490.000 shares of money market fund, pays interest at 0.01%	298,490
	Total		590,063
Wilmington Collective Funds	Wilmington Trust Retirement and Institutional Services Company Collective Investment Trust	402,392.678	8,071,900
Mutual Funds:
American Funds	EuroPacific Growth	15,441.404	999,522
Blackrock Funds	Blackrock Equity Dividend	144,310.916	3,114,230
Brandywine Global	BrandywineGLOBAL - Global Opportunities Bond Fund Class IS	182,273.931	2,019,595
Fidelity Funds	Fidelity Small Cap Value	202,128.608	4,370,020
Invesco Funds	Invesco Developing Markets	27,303.090	1,283,791
JP Morgan Funds	JP Morgan Large Cap Growth	170,823.570	10,941,250
Metropolitan West	Metropolitan West Total Return Bond Fund Plan	334,305.402	3,419,944
Vanguard Funds	Vanguard Institutional Target Retirement 2015	76,137.729	1,877,556
Vanguard Funds	Vanguard Institutional Target Retirement 2020	486,151.546	13,276,799
Vanguard Funds	Vanguard Institutional Target Retirement 2025	1,244,177.063	36,529,039
Vanguard Funds	Vanguard Institutional Target Retirement 2030	1,133,152.134	34,742,444
Vanguard Funds	Vanguard Institutional Target Retirement 2035	993,948.745	31,597,631
Vanguard Funds	Vanguard Institutional Target Retirement 2040	778,214.791	25,673,306
Vanguard Funds	Vanguard Institutional Target Retirement 2045	640,932.651	21,836,575
Vanguard Funds	Vanguard Institutional Target Retirement 2050	380,472.296	13,034,981
Vanguard Funds	Vanguard Institutional Target Retirement 2055	325,576.234	11,183,543
Vanguard Funds	Vanguard Institutional Target Retirement 2060	234,165.461	8,076,367
Vanguard Funds	Vanguard Institutional Target Retirement 2065	30,902.700	977,143
Vanguard Funds	Vanguard Institutional Target Retire Income	44,504.980	1,100,163
Vanguard Funds	Vanguard REIT Index Fund Admiral Shares	14,601.164	2,398,534
Vanguard Funds	Vanguard Small Cap Growth	58,143.335	5,756,772
Vanguard Funds	Vanguard Total Bond Market Index Adm	489,720.018	5,479,967
Vanguard Funds	Vanguard Total Intl Stock Index Admiral	133,820.068	4,576,646
Vanguard Funds	Vanguard Total Stock Market Index Fund Admiral	130,742.182	15,370,051
	Total	8,271,950.018	259,635,869
*American Woodmark Corporation	Common Stock	470,984.000	30,708,157
* Participants’ loans	Notes receivable from participants	Rates of interest ranging from 5.25% to 10.75%; Loan maturities ranging from 1 to 30 years	7,465,911
	Total		$	306,471,900
* Party-in-interest
See accompanying Report of Independent Registered Public Accounting Firm.

9

SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of the American Woodmark Corporation Retirement Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN WOODMARK CORPORATION
	RETIREMENT SAVINGS PLAN
Date: June 28, 2022	By: _/s/ PAUL JOACHIMCZYK____________
	Paul Joachimczyk
	Vice President and Chief Financial Officer

10

EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of Yount, Hyde & Barbour, P.C. (Filed herewith)

11

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Pension Committee of the

American Woodmark Corporation Retirement Savings Plan:

We consent to the incorporation by reference in Registration Statement (No. 333-223220, 333-141621 and 333-186266) on Form S-8 of American Woodmark Corporation of our report dated June 28, 2022, with respect to the statements of net assets available for benefits of the American Woodmark Corporation Retirement Savings Plan as of December 31, 2021, and the related statements of changes in net assets available for benefits for the year then ended, and the supplemental Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) at December 31, 2021, which report appears in the December 31, 2021 annual report for Form 11-K of the American Woodmark Corporation Retirement Savings Plan.

/s/ YOUNT, HYDE & BARBOUR, P.C.

Winchester, Virginia

June 28, 2022