10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2025

or

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 000-14798

American Woodmark Corporation

(Exact name of registrant as specified in its charter)

Virginia			54-1138147
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
561 Shady Elm Road,	Winchester,	Virginia	22602
(Address of principal executive offices)			(Zip Code)

(540) 665-9100

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AMWD	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer,"  "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of August 25, 2025, 14,568,987 shares of the Registrant's Common Stock were outstanding.

AMERICAN WOODMARK CORPORATION

FORM 10-Q

INDEX

PART I.	FINANCIAL INFORMATION	PAGE NUMBER
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of July 31, 2025 and April 30, 2025	3
	Condensed Consolidated Statements of Income--Three months ended July 31, 2025 and 2024	4
	Condensed Consolidated Statements of Comprehensive Income--Three months ended July 31, 2025 and 2024	5
	Condensed Consolidated Statements of Shareholders' Equity--Three months ended July 31, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows--Three months ended July 31, 2025 and 2024	7
	Notes to Condensed Consolidated Financial Statements--July 31, 2025	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 5.	Other Information	28
Item 6.	Exhibits	30
SIGNATURES		31

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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) 

(Unaudited) 

	July 31, 2025		April 30, 2025
ASSETS
Current Assets
Cash and cash equivalents	$	54,914	$	48,195
Customer receivables, net	109,957		111,171
Inventories	181,739		178,111
Income taxes receivable	2,567		2,567
Prepaid expenses and other assets	27,088		24,409
Total Current Assets	376,265		364,453
Property, plant and equipment, net	242,882		244,989
Operating lease right-of-use assets	124,606		128,907
Goodwill	767,612		767,612
Promotional displays, net	3,785		3,992
Deferred income taxes	6,615		11,486
Other long-term assets, net	49,038		49,130
TOTAL ASSETS	$	1,570,803	$	1,570,569
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	57,476	$	50,294
Current maturities of long-term debt	7,543		7,659
Short-term lease liability - operating	34,070		33,598
Accrued compensation and related expenses	47,070		51,511
Accrued marketing expenses	13,495		12,209
Other accrued expenses	24,812		27,671
Total Current Liabilities	184,466		182,942
Long-term debt, less current maturities	364,789		365,825
Deferred income taxes	1,081		—
Long-term lease liability - operating	97,860		102,846
Other long-term liabilities	2,308		2,958
Shareholders' Equity
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued	—		—
Common stock, no par value; 40,000,000 shares authorized; issued and outstanding shares: at July 31, 2025: 14,558,035; at April 30, 2025: 14,612,706	343,288		346,453
Retained earnings	575,605		568,990
Accumulated other comprehensive income	1,406		555
Total Shareholders' Equity	920,299		915,998
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,570,803	$	1,570,569
See notes to unaudited condensed consolidated financial statements.

3

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share data)

(Unaudited)

	Three Months Ended
	July 31,
	2025		2024
Net sales	$	403,046	$	459,128
Cost of sales and distribution	335,556		366,262
Gross Profit	67,490		92,866
Selling and marketing expenses	23,563		24,337
General and administrative expenses	22,913		21,502
Restructuring charges, net	822		—
Operating Income	20,192		47,027
Interest expense, net	4,136		2,290
Other (income) expense, net	(3,619)		5,240
Income Before Income Taxes	19,675		39,497
Income tax expense	5,080		9,864
Net Income	$	14,595	$	29,633
Weighted Average Shares Outstanding
Basic	14,510,721		15,550,517
Diluted	14,569,734		15,673,570
Earnings per share
Basic	$	1.01	$	1.91
Diluted	$	1.00	$	1.89
See notes to unaudited condensed consolidated financial statements.

4

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

	Three Months Ended
	July 31,
	2025		2024
Net income	$	14,595	$	29,633
Other comprehensive income (loss), net of tax:
Change in cash flow hedges (swap), net of taxes (benefit) of $285 and $(719) for the three-months ended July 31, 2025 and 2024, respectively	851		(2,142)
Total Comprehensive Income	$	15,446	$	27,491
See notes to unaudited condensed consolidated financial statements.

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AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands,except share data)

(Unaudited)

						ACCUMULATED
						OTHER		TOTAL
	COMMON STOCK			RETAINED		COMPREHENSIVE		SHAREHOLDERS'
	SHARES	AMOUNT		EARNINGS		(LOSS)/INCOME		EQUITY
Balance, April 30, 2024	15,653,463	$	359,784	$	543,274	$	7,318	$	910,376
Net income	—	—		29,633		—		29,633
Other comprehensive loss,
net of tax	—	—		—		(2,142)		(2,142)
Stock-based compensation	—	2,941		—		—		2,941
Exercise of stock-based
compensation awards, net of amounts
withheld for taxes	46,959	(2,730)		—		—		(2,730)
Stock repurchases	(271,460)	(5,525)		(18,714)		—		(24,239)
Balance, July 31, 2024	15,428,962	$	354,470	$	554,193	$	5,176	$	913,839
Balance, April 30, 2025	14,612,706	$	346,453	$	568,990	$	555	$	915,998
Net income	—	—		14,595		—		14,595
Other comprehensive income,
net of tax	—	—		—		851		851
Stock-based compensation	—	2,260		—		—		2,260
Exercise of stock-based
compensation awards, net of amounts
withheld for taxes	100,578	(3,894)		—		—		(3,894)
Stock repurchases	(209,757)	(4,427)		(7,980)		—		(12,407)
Employee benefit plan
contributions	54,508	2,896		—		—		2,896
Balance, July 31, 2025	14,558,035	$	343,288	$	575,605	$	1,406	$	920,299
See notes to unaudited condensed consolidated financial statements.

6

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Three Months Ended
	July 31,
	2025		2024
OPERATING ACTIVITIES
Net income	$	14,595	$	29,633
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	15,811		12,802
Net loss on disposal of property, plant and equipment	294		58
Reduction in the carrying amount of operating lease right-of-use assets	10,045		9,190
Amortization of debt issuance costs	204		208
Change in fair value of foreign exchange forward contracts	(3,556)		5,309
Stock-based compensation expense	2,260		2,941
Deferred income tax benefit	6,868		903
Contributions of employer stock to employee benefit plan	2,896		—
Other non-cash items	1,989		663
Changes in operating assets and liabilities:
Customer receivables, net	659		596
Income taxes receivable/payable	—		8,767
Inventories	(5,514)		(18,954)
Prepaid expenses and other assets	(5,891)		(10,184)
Accounts payable	5,138		3,019
Accrued compensation and related expenses	(4,374)		(5,032)
Operating lease liabilities	(10,259)		(9,190)
Marketing and other accrued expenses	1,913		10,082
Net Cash Provided by Operating Activities	33,078		40,811
INVESTING ACTIVITIES
Payments to acquire property, plant and equipment	(7,809)		(11,300)
Proceeds from sales of property, plant and equipment	12		5
Investment in promotional displays	(327)		(99)
Net Cash Used by Investing Activities	(8,124)		(11,394)
FINANCING ACTIVITIES
Payments of long-term debt	(1,934)		(781)
Repurchase of common stock	(12,407)		(24,039)
Withholding of employee taxes related to stock-based compensation	(3,894)		(2,730)
Net Cash Used by Financing Activities	(18,235)		(27,550)
Net Increase in Cash and Cash Equivalents	6,719		1,867

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	Three Months Ended
	July 31,
	2025		2024
Cash and Cash Equivalents, Beginning of Period	48,195		87,398
Cash and Cash Equivalents, End of Period	$	54,914	$	89,265
Supplemental cash flow information:
Non-cash investing and financing activities:
Property, plant and equipment	$	2,044	$	2,139
Cash paid during the period for:
Interest	$	5,092	$	3,795
Income taxes	$	145	$	303
See notes to unaudited condensed consolidated financial statements.

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AMERICAN WOODMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A--Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2026 ("fiscal 2026"). The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2025 ("fiscal 2025") filed with the U.S. Securities and Exchange Commission ("SEC").

Goodwill: Goodwill represents the excess of purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company does not amortize goodwill but evaluates for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company will perform the annual assessment on the first day of the fourth quarter unless an indicator of impairment exists prior to the annual assessment and the Company determines it is more likely than not that the fair value of the goodwill is below its carrying value.

In accordance with accounting standards, when evaluating goodwill, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill is impaired. If, after such assessment, an entity concludes that it is more likely than not that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value using a quantitative impairment test, and if impaired, goodwill must be written down by the amount that the carrying value exceeds the fair value of the reporting unit.

On August 5, 2025, the Company entered into a definitive merger agreement with MasterBrand, Inc., a Delaware corporation (“MasterBrand”). See Note R — Subsequent Events for additional information. The Company included the implied consideration of the merger transaction in its evaluation of indicators of impairment as of July 31, 2025. There were no impairment charges related to goodwill for the three-month periods ended July 31, 2025 and 2024. The Company will continue to evaluate the implied consideration of the merger transaction against its carrying value, which could result in future impairment charges given, among other factors, the volatility in the Company’s stock price.

Cloud Computing Software, Net: Cloud computing software is stated on the basis of cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 8 years. As of July 31, 2025, $41.1 million was recorded in other long-term assets, net on the condensed consolidated balance sheets for cloud computing software.

Derivative Financial Instruments: The Company uses derivatives as part of normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt and foreign exchange rates. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to add stability to interest expense, manage the Company's exposure to interest rate movements, and manage the risk from adverse fluctuations in foreign exchange rates.

The Company uses interest rate swap contracts to manage interest rate exposures. The Company records outstanding swap contracts in the condensed consolidated balance sheets at fair value. Changes in the fair value of interest rate swap contracts designated as cash flow hedges are recorded in accumulated other comprehensive income and subsequently reclassified into net income in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in net income.

The Company also manages risks through the use of foreign exchange forward contracts. The Company recognizes its outstanding forward contracts in the condensed consolidated balance sheets at fair value. The Company has both forwards that are designated as accounting hedges and that are not designated as accounting hedges. See Note K — Derivative Financial Instruments for additional information.

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Note B--New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure in the notes to the condensed consolidated financial statements of specified information about certain costs and expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to condensed consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the condensed consolidated financial statements. The Company is currently evaluating the disclosure impacts of this ASU on its consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09 “Improvements to Income Tax Disclosures.” The amendments in this ASU are intended to increase transparency through improvements to income tax disclosures primarily related to the income tax rate reconciliation and income taxes paid information. This standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the disclosure impacts of ASU 2023-09 on its consolidated financial statements and related disclosures; however, it does not expect this update to have an impact on its financial condition or results of operations.

Note C--Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended
	July 31,
(in thousands, except per share amounts)	2025		2024
Numerator used in basic and diluted net earnings
per common share:
Net income	$	14,595	$	29,633
Denominator:
Denominator for basic earnings per common
share - weighted-average shares	14,511		15,551
Effect of dilutive securities:
Stock options and restricted stock units	59		123
Denominator for diluted earnings per common
share - weighted-average shares and assumed
conversions	14,570		15,674
Earnings per share
Basic	$	1.01	$	1.91
Diluted	$	1.00	$	1.89

There were no potentially dilutive securities for the three-month periods ended July 31, 2025 and 2024, which were excluded from the calculation of earnings per diluted share.

Note D--Stock-Based Compensation

The Company has various stock-based compensation plans. During the three-months ended July 31, 2025, the Company's Board of Directors (the "Board") approved grants of service-based restricted stock units ("RSUs") and performance-based RSUs to key employees. The performance-based RSUs entitle the recipients to receive one share of the Company's common stock per unit granted if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units cliff vest at the end of the three-year vesting period. The service-based RSUs granted to key employees entitle the recipients to receive one share of the Company's common stock per unit granted if they remain continuously employed with the Company until the units vest. Service-based RSUs granted to employees vest one-third on each of the first, second and third anniversaries of the grant date. The Board of Directors also approved special retention awards to the Company's executive officers. The special retention awards consist of service-based RSUs that cliff vest one year from the date of award. The Compensation Committee of the Board approved these special retention awards to maintain the continuity of the Company’s management team, promote retention of critical leadership talent and focus on long-term value creation by further

10

aligning management’s interests with those of the Company’s shareholders, following the recent departure of the Company’s chief financial officer during a challenging business environment and increased economic uncertainty. The fair value of the Company's RSU awards is expensed on a straight-line basis over the vesting period of the RSUs to the extent the Company believes it is probable the related performance criteria, if any, will be met.

The following table summarizes the Company's stock-based compensations grants for the three months ended July 31, 2025:

(in thousands, except per share amounts)	Stock Awards Granted
Service-based RSUs	114,460
Performance-based RSUs	158,010

For the three months ended July 31, 2025 and 2024, stock-based compensation expense was allocated as follows: 

	Three Months Ended
	July 31,
(in thousands)	2025		2024
Cost of sales and distribution	$	524	$	541
Selling and marketing expenses	466		573
General and administrative expenses	1,270		1,827
Stock-based compensation expense	$	2,260	$	2,941

Note E--Customer Receivables, Net

The components of customer receivables, net were: 

	July 31,		April 30,
(in thousands)	2025		2025
Gross customer receivables	$	118,416	$	118,285
Less:
Allowance for credit losses	(269)		(234)
Allowance for returns and discounts	(8,190)		(6,880)
Customer receivables, net	$	109,957	$	111,171

Note F--Inventories

The components of inventories were: 

	July 31,		April 30,
(in thousands)	2025		2025
Raw materials	$	79,826	$	79,258
Work-in-process	43,482		47,979
Finished goods	58,431		50,874
Total inventories	$	181,739	$	178,111

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Note G--Property, Plant and Equipment, Net

The components of property, plant and equipment, net were:

	July 31,		April 30,
(in thousands)	2025		2025
Land	$	4,369	$	4,264
Buildings and improvements	133,346		133,251
Buildings and improvements - finance leases	11,164		11,164
Machinery and equipment	413,964		410,287
Machinery and equipment - finance leases	31,526		32,434
Software	34,290		34,107
Construction in progress	26,334		24,105
Total property, plant and equipment	654,993		649,612
Less accumulated depreciation and amortization	(412,111)		(404,623)
Property, plant and equipment, net	$	242,882	$	244,989

Depreciation and amortization expense on property, plant and equipment, net amounted to $12.6 million and $11.2 million for the three-months ended July 31, 2025 and 2024, respectively. Accumulated amortization on finance leases included in the above table amounted to $30.8 million and $31.5 million as of July 31, 2025 and April 30, 2025, respectively.

Note H--Product Warranty

The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and sales. The warranty accrual is reviewed quarterly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within two months of the original shipment date.

The following is a reconciliation of the Company's warranty liability, which is included in other accrued expenses on the condensed consolidated balance sheets: 

	Three Months Ended
	July 31,
(in thousands)	2025		2024
Beginning balance at May 1	$	4,161	$	5,581
Accrual	4,273		4,878
Settlements	(4,355)		(5,253)
Ending balance at July 31	$	4,079	$	5,206

Note I--Fair Value Measurements

The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the following definitions:

Level 1- Investments with quoted prices in active markets for identical assets or liabilities. The Company's cash equivalents are invested in money market funds and mutual funds. The Company's mutual fund investment assets represent contributions made and invested on behalf of the Company's former executive officers in a supplementary employee retirement plan.

Level 2- Investments with observable inputs other than Level 1 prices, such as: quoted prices for similar assets or liabilities; 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.

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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. The Company has no Level 3 assets or liabilities measured on a recurring basis.

The Company's financial instruments include cash and equivalents, marketable securities, and other investments; accounts receivable and accounts payable; interest rate swap and foreign exchange forward contracts; and short- and long-term debt. The carrying values of cash and equivalents, accounts receivable and payable, and short-term debt on the condensed consolidated balance sheets approximate their fair value due to the short maturities of these items. The interest rate swap and foreign exchange forward contracts were marked to market and therefore represent fair value. The fair values of these contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The following table summarizes the fair value of assets that are recorded in the Company's consolidated financial statements as of July 31, 2025 and April 30, 2025 at fair value on a recurring basis (in thousands):

	Fair Value Measurements
	As of July 31, 2025
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	174	$	—	$	—
Interest rate swap contracts	—		1,206		—
Foreign exchange forward contracts	—		678		—
Total assets at fair value	$	174	$	1,884	$	—
LIABILITIES:
Foreign exchange forward contracts	$	—	$	1,523	$	—
	As of April 30, 2025
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	163	$	—	$	—
Interest rate swap contracts	—		419		—
Foreign exchange forward contracts	—		325		—
Total assets at fair value	$	163	$	744	$	—
LIABILITIES:
Foreign exchange forward contracts	$	—	$	5,079	$	—

There were no transfers between Level 1, Level 2, or Level 3 for assets measured at fair value on a recurring basis.

Note J--Loans Payable and Long-Term Debt

On October 10, 2024, the Company amended and restated its prior credit agreement. The amended and restated credit agreement (the "A&R Credit Agreement") provides for a $500 million revolving loan facility with a $50 million sub-facility for the issuance of letters of credit (the "Revolving Facility") and a $200 million term loan facility (the "Term Loan Facility"). Also on October 10, 2024, the Company borrowed the entire $200 million under the Term Loan Facility and approximately $173 million under the Revolving Facility to repay in full the approximately $370 million then outstanding under its prior credit agreement, plus accrued and unpaid interest, and to pay related fees and expenses. The Company began repaying the Term Loan Facility in specified quarterly installments beginning on January 31, 2025. The Revolving Facility and Term Loan Facility will mature on October 10, 2029. The refinance was treated as a debt modification under ASC 470.

As of July 31, 2025 and April 30, 2025, approximately $196.3 million and $197.5 million, respectively, was outstanding under the Term Loan Facility. As of both July 31, 2025 and April 30, 2025, $173.4 million was outstanding under the Revolving Facility. Outstanding letters of credit under the Revolving Facility were $11.4 million as of July 31, 2025, leaving

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approximately $315.2 million in available capacity under the Revolving Facility as of July 31, 2025. The outstanding balances noted above approximate fair value as the facilities under the A&R Credit Facility have a floating interest rate.

Amounts outstanding under the Term Loan Facility and the Revolving Facility bear interest based on a fluctuating rate measured by reference to either, at the Company's option, a base rate plus an applicable margin or Secured Overnight Financing Rate ("SOFR") (as defined in the A&R Credit Agreement) plus an applicable margin, with the applicable margin being determined by reference to the Company's then-current Secured Net Leverage Ratio (as defined in the A&R Credit Agreement). The Company also incurs a quarterly commitment fee on the average daily unused portion of the Revolving Facility during the applicable quarter at a rate per annum also determined by reference to the Company's then-current Secured Net Leverage Ratio. In addition, a letter of credit fee accrues on the face amount of any outstanding letters of credit at a per annum rate equal to the applicable margin on Term SOFR loans, payable quarterly in arrears. As of July 31, 2025, the applicable margin with respect to base rate loans and Term SOFR loans was 0.50% and 1.50%, respectively, and the commitment fee was 0.23%.

The A&R Credit Agreement includes certain financial covenants that require the Company to maintain (i) a Consolidated Interest Coverage Ratio (as defined in the A&R Credit Agreement) of no less than 2.00 to 1.00 and (ii) a Total Net Leverage Ratio (as defined in the A&R Credit Agreement) of no greater than 4.00 to 1.00, subject, in each case, to certain limited exceptions.

The A&R Credit Agreement includes certain additional covenants, including negative covenants that restrict the ability of the Company and certain of its subsidiaries to incur additional indebtedness, create additional liens on its assets, make certain investments, dispose of its assets, or engage in a merger or other similar transaction, or engage in transactions with affiliates, subject, in each case, to the various exceptions and conditions described in the A&R Credit Agreement. The negative covenants further restrict the ability of the Company and certain of its subsidiaries to make certain restricted payments, including, in the case of the Company, the payment of dividends and the repurchase of common stock, in certain limited circumstances.

As of July 31, 2025, the Company was in compliance with all covenants included in the A&R Credit Agreement.

The Company's obligations under the A&R Credit Agreement are guaranteed by the Company's domestic subsidiaries, and the obligations of the Company and its domestic subsidiaries under the A&R Credit Agreement and their guarantees, respectively, are secured by a pledge of substantially all of their respective personal property.

Note K--Derivative Financial Instruments

Interest Rate Swap Contracts

The Company enters into interest rate swap contracts to manage variability in the amount of known or expected cash payments related to portions of its variable rate debt. The interest rate swaps are designated as cash flow hedges. Changes in fair value are recorded to other comprehensive income. The risk management objective in using interest rate swaps is to add stability to interest expense and to manage the Company's exposure to interest rate movements. The interest rate swaps economically convert a portion of the variable rate debt to fixed rate debt. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses in connection with required interest payments on interest rate swaps are recorded in earnings, as a component of interest expense, net to offset variability in interest expense associated with the underlying debt's cash flows.

On May 28, 2021, the Company entered into four interest rate swaps with an aggregate notional amount of $200 million to hedge part of the variable rate interest payments under the Term Loan Facility. The interest rate swaps became effective on May 28, 2021 and terminated on May 30, 2025. The Company received floating interest payments monthly based on one-month SOFR and paid a fixed rate of 0.53% to the counterparty. For the three-month period ended July 31, 2025, $0.5 million of realized gains, net of deferred taxes, were reclassified out of accumulated other comprehensive income (loss) to interest expense, net due to interest received from and payments made to the swap counterparties. For the three-month period ended July 31, 2024, unrealized (losses), net of deferred taxes, of ($0.3) million were recorded in other comprehensive income, and $1.8 million, of realized gains, net of deferred taxes, were reclassified out of accumulated other comprehensive income (loss) to interest expense, net due to interest received from and payments made to the swap counterparties.

On April 29, 2025, the Company entered into five interest rate swaps with an aggregate notional amount of $200 million in year one and $150 million in year two to hedge part of the variable rate interest payments under the Term Loan Facility. The interest rate swaps became effective on May 30, 2025 and will terminate on May 31, 2027. The Company receives floating interest payments monthly based on one-month SOFR and pays a fixed rate of 3.40% to the counterparty. For the three-month period

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ended July 31, 2025, unrealized gains, net of deferred taxes, of $1.2 million were recorded in other comprehensive income and $0.2 million of realized gains, net of deferred taxes, were reclassified out of accumulated other comprehensive income (loss) to interest expense, net, due to interest received from and payments made to the swap counterparties.

As of July 31, 2025, the Company anticipates reclassifying approximately $0.9 million of net hedging gains from accumulated other comprehensive income into earnings during the next 12 months to offset the variability of the hedged items during this period.

The fair value of the derivative instruments are included in other assets on the condensed consolidated balance sheets.

Foreign Exchange Forward Contracts

At July 31, 2025, the Company held a target accrual redemption forward agreement to purchase Mexican Pesos across 17 defined fixings. These fixings allow for U.S. dollars to be converted into Pesos at a rate of 18.25 Pesos to one U.S. Dollar. Cumulative profit is capped at an aggregate of approximately $1.8 million over the shorter of the life of the contract fixings or the utilization of the cap. If the spot rate is between 18.25 and 19.00 for a defined fixing then the Company purchases at the spot rate and the profit cap is not impacted. As of July 31, 2025, a liability of $1.5 million is recorded in other accrued expenses on the condensed consolidated balance sheets.

The Company entered into three forward contracts between January 2025 and July 2025 to purchase $265.8 million Mexican Pesos at a cost of $12.9 million with a forward rate between 19.49 and 22.09. The forward contracts are designated as a hedge of the forecasted expenses relating to Mexican Peso expenses from May 2026 to November 2026.

For the three-months ending July 31, 2025, unrealized gains, net of deferred taxes, were $0.3 million and were recorded in other comprehensive income. The transaction is to hedge Peso-denominated expenses against the risk of variability in foreign currency exchange rates between the Peso and U.S. Dollar.

Note L--Income Taxes

The effective income tax rates for the three-month periods ended July 31, 2025 was 25.8% compared with 25.0% in the comparable period in the prior fiscal year. The effective rate for the three-month period ended July 31, 2025 was higher than the comparable prior year period primarily due to unfavorable stock compensation deductions recognized in the current period.

During the three-months ended July 31, 2025, new tax legislation was enacted under the One Big Beautiful Bill Act (the “Act”). The Act includes a wide range of tax provisions that could impact the Company’s financial results in fiscal 2026 and future periods. Significant impacts stemming from the Act include 2025 and future expensing of U.S. based research and development expenditures under Internal Revenue Code Section 174, coupled with the option to deduct previously capitalized research and development expenditures. The Act also reestablished elective 100% initial-year bonus depreciation. Due to the timing of enactment within our current period end, the Company has undergone efforts to reasonably estimate the impact of the Act to our condensed consolidated financial statements. The Company does not expect the Act to have an impact on income tax expense. The Company is awaiting guidance from the U.S. Department of the Treasury and will continue to evaluate the full impact of the Act.

Note M--Revenue Recognition

The Company disaggregates revenue from contracts with customers into major sales distribution channels as these categories depict the nature, amount, timing, and uncertainty of revenues and cash flows that are affected by economic factors. The following table disaggregates our consolidated net sales by major sales distribution channels for the three-months ended July 31, 2025 and 2024:

	Three Months Ended
	July 31,
(in thousands)	2025		2024
Home center retailers	$	162,045	$	175,653
Builders	170,950		210,115
Independent dealers and distributors	70,051		73,360
Net Sales	$	403,046	$	459,128

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Note N--Concentration of Risks

Financial instruments that potentially subject the Company to concentrations of risk consist primarily of cash and cash equivalents and customer receivables. The Company maintains its cash and cash equivalents with major financial institutions and such balances may, at times, exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk with respect to cash.

Credit is extended to customers based on an evaluation of each customer's financial condition and generally collateral is not required. The Company's customers to whom credit is extended operate in the new home construction and home remodeling markets. 

The Company maintains an allowance for credit losses based upon management's evaluation and judgment of potential net loss. The allowance is estimated based upon historical experience, the effects of current developments and economic conditions, and of each customer's current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.

As of July 31, 2025, the Company's two largest customers, Customers A and B, represented 36.9% and 13.1% of the Company's gross customer receivables, respectively. As of July 31, 2024, Customers A and B represented 28.9% and 15.9% of the Company's gross customer receivables, respectively.

The following table summarizes the percentage of net sales attributable to the Company's two largest customers for the three-months ended July 31, 2025 and 2024:

	Three Months Ended
	July 31,
	2025	2024
Customer A	30.2%	26.7%
Customer B	10.0%	11.5%

Note O--Restructuring

The Company recognized total pre-tax restructuring charges, net of $0.8 million during the first three months of fiscal 2026. The charges are the result of a reduction in force implemented in the first quarter of fiscal 2026 in Mexico and the closure of the manufacturing plant in Orange, Virginia approved in the third quarter of fiscal 2025. No restructuring charges were recognized during the first three months of fiscal 2025.

The Company recognized pre-tax restructuring charges, net of $0.6 million for the quarter ended July 31, 2025, related to the Mexico reduction in force, which were primarily severance and separation costs. The reduction in force was completed during the first quarter of fiscal 2026.

During the third quarter of fiscal 2025, the Board approved the closure and eventual disposal of its manufacturing plant located in Orange, Virginia. Operations ceased in Orange in March 2025. The Company recognized total pre-tax restructuring charges, net of $0.2 million for the three-months ended July 31, 2025, related to the closure of the plant for facilities and professional fees. The Company may incur between $0.3 million to $2.2 million of additional charges in fiscal 2026 related to the closing of the plant for a total of $3.6 million to $5.5 million, which were primarily recognized in fiscal 2025.

A reserve of $0.1 million for restructuring charges is included in accrued compensation and related expenses in the condensed consolidated balance sheet as of July 31, 2025, which relates to employee termination costs accrued but not yet paid as follows:

	July 31,
(in thousands)	2025
Restructuring reserve balance at May 1	$	434
Expense	442
Payments and adjustments	(820)
Restructuring reserve balance at July 31	$	56

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Note P--Other Information

The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims, and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by FASB Accounting Standards Codification Topic 450, "Contingencies," the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable, those that are reasonably possible, and those that are deemed to be remote. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss estimates is determined and considered for disclosure. In determining these loss range estimates, the Company considers known values of similar claims and consultation with independent counsel.

The Company believes that the aggregate range of losses stemming from the various suits and asserted and unasserted claims which were deemed to be either probable or reasonably possible was not material as of July 31, 2025, with the exception of the Antidumping and Countervailing Duties Investigation discussed below.

Antidumping and Countervailing Duties Investigation

In February 2020, a conglomeration of domestic manufacturers filed a scope and circumvention petition seeking the imposition of antidumping (“AD”) and countervailing duties (“CVD”) with the United States Department of Commerce (“DOC”) and the United States International Trade Commission (“ITC”) against imports of hardwood plywood assembled in Vietnam using cores sourced from China. In July 2022, the DOC issued a Preliminary Scope Determination and Affirmative Preliminary Determination of Circumvention of the Antidumping and Countervailing Duty Orders (“Preliminary Determination”). In July 2023, the DOC issued a Final Determination of Circumvention of the Antidumping and Countervailing Duty Orders (“Final Determination”).

Included in the Final Determination is a list of Vietnamese suppliers not eligible for certification. AD and CVD cash deposits of 206% are required for imports from the Vietnamese suppliers not eligible for certification. Many of the Vietnamese suppliers appealed their inclusion on the ineligible for certification list in the Preliminary Determination. Because two of the Company’s primary Vietnamese plywood vendors remained on the ineligible for certification list in the Final Determination, the Company recorded a loss on unliquidated customs entries as of Final Determination in July 2023. The loss recorded in the first quarter of fiscal 2024 was $4.9 million, or $3.7 million net of tax. Through the first fiscal quarter of 2026, the Company has remitted deposits of $3.8 million pursuant to the Final Determination. Our last order was placed with these vendors in June 2022.

In May 2025, the DOC issued the Final Results of Administrative Reviews of the Antidumping and Countervailing Duty Orders (“Final Review”). The Final Review found the two Company vendors eligible for certification. The Final Review was not appealed by the petitioners, and the DOC has 6 months to issue refunds of the deposits the Company remitted. The Company released the accrual for deposits not remitted of $1.2 million during the first quarter of fiscal 2026.

Note Q--Segment Information

The Company operates as a single operating segment and reportable segment reflecting the integrated nature of its operations across various products, manufacturing platforms and sales channels across the entire United States. Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer, who has final authority over resource allocation decisions, performance assessments, and key operating decisions.

The CODM manages the business on a consolidated basis and measures segment performance using net income. The CODM analyzes the performance of net income to provide insight into all aspects of the segment’s operations and overall success for a given period. In addition, the CODM reviews significant segment expenses focused on cost of sales and distribution, selling and marketing expenses, general and administrative expenses, and restructuring charges, net. These costs used to measure segment profitability are the same costs already reported in the accompanying condensed consolidated statements of income. Similarly, segment assets are reported in the accompanying condensed consolidated balance sheets.

Note R--Subsequent Events

On August 5, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MasterBrand, and Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of MasterBrand (“Merger Sub”), providing for Merger Sub, at closing, to merge with and into the Company with the Company surviving as a wholly owned subsidiary of

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MasterBrand (the “Merger”). Under the terms of the Merger Agreement, at the effective time of the Merger, each share of Company common stock outstanding immediately prior to the effective time will be automatically converted into the right to receive 5.15 shares of MasterBrand common stock. Following completion of the Merger, it is estimated that former holders of the Company's common stock will own approximately 37% and holders of MasterBrand common stock will own approximately 63% of the common stock of the combined company, on a fully diluted basis. The Merger is currently expected to close in early calendar year 2026, subject to certain approvals by MasterBrand's stockholders and the Company's shareholders, respectively, as well as the satisfaction of certain other customary closing conditions, including the absence of certain legal impediments and the expiration or termination of the applicable antitrust waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended. The Company has incurred expenses related to the Merger of approximately $2.8 million for the three-months ended July 31, 2025, which are included in General and administrative expenses in the condensed consolidated statements of income.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes, both of which are included in Part I, Item 1 of this report. The Company's critical accounting policies are included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2025.

 Forward-Looking Statements

This report contains statements concerning the Company's expectations, plans, objectives, future financial performance, and other statements that are not historical facts. These statements may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify forward-looking statements by words such as "anticipate," "estimate," "forecast," "expect," "believe," "should," "could," "would," "plan," "may," "intend," "estimate," "prospect," "goal," "will," "predict," "potential," or other similar words. Forward-looking statements contained in this report, including elsewhere in "Management's Discussion and Analysis of Financial Condition and Results of Operations," are based on current expectations and our actual results may differ materially from those projected in any forward-looking statements. In addition, the Company participates in an industry that is subject to rapidly changing conditions and there are numerous factors that could cause the Company to experience a decline in sales and/or earnings or deterioration in financial condition. Factors that could cause actual results to differ materially from those in forward-looking statements made in this report include but are not limited to:

•risks related to sourcing and selling products internationally and doing business globally, especially due to our significant operations in Mexico, including the imposition of tariffs or duties on those products, and increased transportation costs and delays;

•an inability to obtain raw materials in a timely manner or fluctuations in raw material, transportation, and energy costs due to inflation or otherwise;

•the loss of or a reduction in business from one or more of our key customers;

•negative developments in the macro-economic factors that impact our performance such as the U.S. housing market, mortgage interest rates, general economy, unemployment rates, and consumer sentiment and the impact of such developments on our and our customers' business, operations, and access to financing;

•a failure to attract and retain certain members of management or other key employees or other negative labor developments, including increases in the cost of labor;

•competition from other manufacturers and the impact of such competition on pricing and promotional levels;

•an inability to develop new products or respond to changing consumer preferences and purchasing practices;

•increased buying power of large customers and the impact on our ability to maintain or raise prices;

•a failure to effectively manage manufacturing operations, alignment, and capacity or an inability to maintain the quality of our products;

•a delay in or failure to complete the proposed Merger with MasterBrand, Inc. whether due to an inability by either party to satisfy one or more conditions to closing, including an inability to obtain required shareholder approvals, the occurrence of events or changes in circumstances that give rise to the termination of the Merger Agreement by either party, or otherwise;

•delays in obtaining, adverse conditions contained in, or an inability to obtain regulatory approvals or complete regulatory reviews required to complete the Merger;

•the cost and outcome of any legal proceedings relating to the Merger;

•impacts of the proposed Merger on our ability to hire and retain employees and on our relationships with distributors, customers, vendors, suppliers and other third parties;

•diversion of management time and attention from ordinary course business operations to the Merger and other potential disruptions to our business relating to the Merger;

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•information systems interruptions or intrusions or the unauthorized release of confidential information concerning customers, employees, or other third parties;

•the cost of compliance with, or liabilities related to, environmental or other governmental regulations or changes in governmental or industry regulatory standards, especially with respect to health and safety and the environment;

•risks associated with the implementation of our growth, digital transformation, and platform design strategies;

•unexpected costs resulting from a failure to maintain acceptable quality standards;

•changes in tax laws or the interpretations of existing tax laws;

•the impact of another pandemic on our business, the global and U.S. economy, and our employees, customers, suppliers, and logistics system;

•the occurrence of significant natural disasters, including earthquakes, fires, floods, hurricanes, or tropical storms;

•the unavailability of adequate capital for our business to grow and compete;

•limitations on operating our business as a result of covenant restrictions under our indebtedness, and our ability to pay amounts due under our credit facilities and our other indebtedness, and interest rate increases; and

•the impairment of goodwill or our long-lived assets.

Additional information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained in this report, including elsewhere in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and under Part II, Item 1A, "Risk Factors" and also in the Company's most recent Annual Report on Form 10-K for the fiscal year ended April 30, 2025, filed with the SEC, including under Part I, Item 1A, "Risk Factors," Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk." While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a material adverse impact on its operating results and financial condition.

Any forward-looking statement that the Company makes in this report speaks only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors as a result of new information, future events or otherwise, except as required by law.

Overview

American Woodmark Corporation (“American Woodmark,” “the Company,” “we,” “our,” or “us”) manufactures and distributes kitchen, bath, and home organization products for the remodeling and new home construction markets. Our products are sold on a national basis directly to home centers and builders and through a network of independent dealers and distributors. As of July 31, 2025, the Company operated 17 manufacturing facilities in the United States and Mexico, and eight primary service centers, and one distribution center located throughout the United States.

The three-month period ended July 31, 2025 was the Company's first quarter of its fiscal year that ends on April 30, 2026 ("fiscal 2026").

On August 5, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MasterBrand, Inc., a Delaware corporation (“MasterBrand”), and Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of MasterBrand (“Merger Sub”), providing for Merger Sub, at closing, to merge with and into the Company with the Company surviving as a wholly owned subsidiary of MasterBrand (the “Merger”). See Note R – Subsequent Events for more information.

Financial Overview

The Company was impacted by the following macro-economic trends during the first quarter of fiscal 2026:

•Existing home sales remain at thirty-year lows, the median price per existing home sold increased during the second calendar quarter of 2025 compared to the same period one year ago by 1.8% according to data provided by the National Association of Realtors, and existing home sales decreased 1.5% during the second calendar quarter of 2025 compared to the same period in the prior year;

•The unemployment rate remained consistent at 4.2% as of July 2025 compared to 4.3% as of July 2024, and 4.2% in April 2025, according to data provided by the U.S. Department of Labor;

•Mortgage interest rates were unchanged with a thirty-year fixed mortgage rate of approximately 6.7% in July 2025, when compared to the same period in the prior year, according to Freddie Mac;

•Consumer sentiment as tracked by Thomson Reuters/University of Michigan decreased from 66.4 in July 2024 to 61.7 in July 2025; and

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•The inflation rate as of July 2025 was 2.7%, compared to 2.9% in July 2024 and 2.3% in April 2025 according to data provided by the U.S. Department of Labor.

The Company believes there is no single indicator that directly correlates with cabinet remodeling market activity. For this reason, the Company considers other factors in addition to those discussed above as indicators of overall market activity including credit availability, home-owner equity, and housing affordability.

The Company earned net income of $14.6 million, or 3.6% of net sales, for the first quarter of fiscal 2026, compared with $29.6 million, or 6.5% of net sales, in the same period of the prior year.

The Company recognized $0.8 million of total pre-tax restructuring charges, net during the first three months of fiscal 2026 related to a reduction in force implemented in the first quarter of fiscal 2026 in Mexico and the closure of the manufacturing plant in Orange, Virginia approved in the third quarter of fiscal 2025. See Note O — Restructuring Charges, Net for further discussion.

Results of Operations

	Three Months Ended
	July 31,
(in thousands)	2025		2024		Percent Change
Net sales	$	403,046	$	459,128	(12.2)	%
Gross profit	$	67,490	$	92,866	(27.3)	%
Selling and marketing expenses	$	23,563	$	24,337	(3.2)	%
General and administrative expenses	$	22,913	$	21,502	6.6	%

Net Sales

Net sales were $403.0 million for the first quarter of fiscal 2026, a decrease of $56.1 million or 12.2% compared to the same period of fiscal 2025. The Company's remodeling sales, which consist of our independent dealer and distributor sales and home center retail sales, decreased 6.8% during the first quarter of fiscal 2026 compared to the same prior year period. Our independent dealer and distributor channel decreased 4.5% during the first quarter compared to the comparable prior year period. Our home center channel decreased by 7.7% during the first quarter of fiscal 2026 compared to the same period of fiscal 2025. Demand trends remain under pressure for our made-to-order and stock kitchen products primarily due to lower in-store traffic rates, consumers prioritizing smaller sized projects, and consumers shifting preferences towards more affordable, value-based product offerings.

Builder sales decreased 18.6% in the first quarter of fiscal 2026 compared to the same period of fiscal 2025. The Company believes that fluctuations in single-family housing starts and completions are the best indicator of new construction cabinet activity. Assuming a sixty- to ninety-day lag between housing starts and the installation of cabinetry, single-family housing starts decreased 8.1% during the first quarter of fiscal 2026 over the comparable prior year period, according to the U.S. Department of Commerce. In comparison, housing completions decreased 6.5% during the first quarter of fiscal 2026 over the comparable prior year period, according to the U.S. Department of Commerce. We are experiencing a retraction in the new construction marked related to move-in ready homes, mix of products being used, high mortgage rates, weaker consumer confidence, and government policy related uncertainty.

Gross Profit

Gross profit margin for the first quarter of fiscal 2026 was 16.7% compared with 20.2% for the same period of fiscal 2025, representing a 350 basis point decrease. Gross profit margin in the first quarter of fiscal 2026 was negatively impacted by lower sales volumes and an unfavorable mix shift towards more affordable, value-based offerings, fixed cost deleverage across our operations, and increased product input cost, including tariffs, partially offset by cost savings initiatives within our manufacturing platforms.

Selling and Marketing Expenses

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Selling and marketing expenses decreased by $0.8 million or 3.2% during the first quarter of fiscal 2026 compared to the same period of the prior year. Selling and marketing expenses were 5.8% of net sales in the first three months of fiscal 2026, compared with 5.3% for the same period of fiscal 2025. The increase in selling and marketing expenses as a percentage of net sales during the first three months of fiscal 2026 was primarily attributed to a decline in net sales. Costs decreased due to timing of marketing-related product launch costs and lower headcount.

General and Administrative Expenses

General and administrative expenses increased by $1.4 million or 6.6% during the first quarter of fiscal 2026 compared to the same period of the prior year. General and administrative expenses were 5.7% of net sales in the first quarter of fiscal 2026, compared with 4.7% of net sales in the first quarter of fiscal 2025. The increase in general and administrative expenses as a percentage of net sales during the first quarter of fiscal 2026 was primarily attributed to $2.8 million of merger related expenses associated with the proposed Merger, increased post-implementation ERP support costs of $2.0 million for our west coast site that went live in early May, partially offset by controlled discretionary spending and decreased incentive costs.

Effective Income Tax Rates

The effective income tax rates for the three-month periods ended July 31, 2025 was 25.8% compared with 25.0% in the comparable periods in the prior fiscal year. The effective rate for the three-month period ended July 31, 2025 was higher than the comparable prior year period primarily due to unfavorable stock compensation deductions recognized in the current period.

Non-GAAP Financial Measures

We have reported our financial results in accordance with U.S. generally accepted accounting principles (GAAP). In addition, we have discussed our financial results using the non-GAAP measures described below.

A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP is set forth below.

Management believes all these non-GAAP financial measures provide an additional means of analyzing the current period's results against the corresponding prior period's results. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company's reported results prepared in accordance with GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin

We use EBITDA, Adjusted EBITDA and Adjusted EBITDA margin in evaluating the performance of our business, and we use each in the preparation of our annual operating budgets and as indicators of business performance and profitability. We believe EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance. Additionally, Adjusted EBITDA is a key measurement used in our Term Loans to determine interest rates and financial covenant compliance.

We define EBITDA as net income adjusted to exclude (1) income tax expense, (2) interest expense, net, and (3) depreciation and amortization expense. We define Adjusted EBITDA as EBITDA adjusted to exclude (1) expenses related to the currently proposed merger with MasterBrand, (2) restructuring charges, net, (3) net gain/loss on debt modification, (4) stock-based compensation expense, (5) gain/loss on asset disposals, and (6) change in fair value of foreign exchange forward contracts. We believe Adjusted EBITDA, when presented in conjunction with comparable GAAP measures, is useful for investors because management uses Adjusted EBITDA in evaluating the performance of our business.

We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net sales.

Adjusted EPS per diluted share

We use Adjusted EPS per diluted share in evaluating the performance of our business and profitability. Management believes that this measure provides useful information to investors by offering additional ways of viewing the Company's results by providing an indication of performance and profitability excluding the impact of unusual and/or non-cash items. We define Adjusted EPS per diluted share as diluted earnings per share excluding the per share impact of (1) expenses related to the currently proposed merger with MasterBrand, (2) restructuring charges, net (3) net gain/loss on debt modification, (4) change

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in fair value of foreign exchange forward contracts, and (5) the tax benefit of items (1) - (4). Management has determined that excluding change in fair value of foreign exchange forward contracts from our definition of Adjusted EPS per diluted share will better help it evaluate the performance of our business and profitability.

During the second quarter of fiscal 2025, the Company changed its definition of Adjusted EPS per diluted share to exclude the change in fair value of foreign exchange forward contracts to be consistent with its definition of Adjusted EBITDA.

Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin
	Three Months Ended
	July 31,
(in thousands)	2025			2024
Net income (GAAP)	$	14,595		$	29,633
Add back:
Income tax expense	5,080			9,864
Interest expense, net	4,136			2,290
Depreciation and amortization expense	15,804			12,802
EBITDA (Non-GAAP)	$	39,615		$	54,589
Add back:
Merger related expenses (1)	2,801			—
Restructuring charges, net (2)	822			—
Change in fair value of foreign exchange forward contracts (3)	(3,556)			5,309
Stock-based compensation expense	2,260			2,941
Loss on asset disposal	294			58
Adjusted EBITDA (Non-GAAP)	$	42,236		$	62,897
Net Sales	$	403,046		$	459,128
Net income margin (GAAP)	3.6		%	6.5		%
Adjusted EBITDA margin (Non-GAAP)	10.5		%	13.7		%

(1) Merger related expenses are comprised of expenses related to the currently proposed merger with MasterBrand.

(2) Restructuring charges, net are comprised of expenses incurred related to the reduction in force implemented in the first quarter of fiscal 2026 in Mexico, and the closure of the manufacturing facility located in Orange, Virginia, which was announced in January 2025.

(3) In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange rates. The Company manages these risks through the use of foreign exchange forward contracts. The changes in the fair value of the forward contracts are recorded in other (income) expense, net in the condensed consolidated statements of income.

Adjusted EBITDA

Adjusted EBITDA for the first quarter of fiscal 2026 was $42.2 million or 10.5% of net sales compared to $62.9 million or 13.7% of net sales for the same quarter of the prior fiscal year. The decrease in Adjusted EBITDA for the first quarter of fiscal 2026 is primarily due to lower sales volume combined with an unfavorable mix shift towards value-based offerings, fixed cost deleverage across our operations, increased product cost, including tariffs, non-recurring post-implementation ERP support costs, partially offset by cost savings initiatives in our manufacturing platforms, controlled discretionary spending, and decreased incentive costs.

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Reconciliation of Net Income to Adjusted Net Income
	Three Months Ended
	July 31,
(in thousands, except share data)	2025		2024
Net income (GAAP)	$	14,595	$	29,633
Add back:
Merger related expenses	2,801		—
Restructuring charges, net	822		—
Change in fair value of foreign exchange forward contracts (1)	(3,556)		5,309
Tax benefit of add backs	(17)		(1,364)
Adjusted net income (Non-GAAP)	$	14,645	$	33,578
Weighted average diluted shares (GAAP)	14,569,734		15,673,570
EPS per diluted share (GAAP)	$	1.00	$	1.89
Adjusted EPS per diluted share (Non-GAAP)	$	1.01	$	2.14

(1) Change in fair value of foreign exchange forward contracts was excluded from Adjusted EPS per diluted share beginning in the second quarter of fiscal 2025 to be consistent with the Company's definition of Adjusted EBITDA. Prior period amounts have been adjusted to conform to current period presentation.

Outlook

We expect a softer repair and remodel market and a decline in larger ticket remodel purchases across retailers, combined with market softening in the new construction market. Macroeconomic concerns for the remainder of the fiscal year include consumer sentiment declines, inflation risk that is growing and the lack of interest rate relief in the near term.

During the remainder of fiscal 2026, we will continue our investment back into the business by continuing our path for our digital transformation with investments in our cloud-based ERP platform and investing in automation.

Due to the proposed Merger, we will not be providing or updating previously issued financial guidance.

Additional risks and uncertainties that could affect the Company's results of operations and financial condition are discussed elsewhere in this report, including under "Forward-Looking Statements," in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and under Part II, Item 1A, "Risk Factors," and in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, including under Part I, Item 1A. "Risk Factors," Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Part II, Item 7A. "Quantitative and Qualitative Disclosures about Market Risk."

Liquidity and Capital Resources

The Company's cash and cash equivalents totaled $54.9 million at July 31, 2025, representing a $6.7 million increase from its April 30, 2025 levels primarily due to $33.1 million of cash provided by operations, partially offset by $12.4 million of stock repurchases and $7.8 million in payments to acquire property, plant, and equipment in the first three months of fiscal 2026. Cash provided by operations in the first three months of fiscal 2025 was $40.8 million. The decrease in the Company's cash from operating activities in the current period was driven primarily by a decrease in net income and cash outflows from income taxes, marketing and other accrued expenses, partially offset by cash inflows from inventories, prepaid expenses and other assets, and accounts payable. At July 31, 2025, total long-term debt (including current maturities) was $372.3 million. 

The Company's main source of liquidity is its cash and cash equivalents on hand and generally cash generated from its operating activities. The Company can also borrow amounts under the Revolving Facility.

On October 10, 2024, the Company amended and restated its prior credit agreement. The amended and restated credit agreement (the "A&R Credit Agreement") provides for a $500 million revolving loan facility with a $50 million sub-facility for

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the issuance of letters of credit (the "Revolving Facility") and a $200 million term loan facility (the "Term Loan Facility"). Also on October 10, 2024, the Company borrowed the entire $200 million under the Term Loan Facility and approximately $173 million under the Revolving Facility to repay in full the approximately $370 million then outstanding under its prior credit agreement, plus accrued and unpaid interest, and to pay related fees and expenses. The Company began repaying the Term Loan Facility in specified quarterly installments beginning on January 31, 2025. The Revolving Facility and Term Loan Facility mature on October 10, 2029. Approximately $315.2 million was available under the Revolving Facility as of July 31, 2025.

The A&R Credit Agreement includes certain financial covenants that require the Company to maintain (i) a Consolidated Interest Coverage Ratio (as defined in the A&R Credit Agreement) of no less than 2.00 to 1.00 and (ii) a Total Net Leverage Ratio (as defined in the A&R Credit Agreement) of no greater than 4.00 to 1.00, subject, in each case, to certain limited exceptions.

The A&R Credit Agreement includes certain additional covenants, including negative covenants that restrict the ability of the Company and certain of its subsidiaries to incur additional indebtedness, create additional liens on its assets, make certain investments, dispose of its assets or engage in a merger or other similar transaction or engage in transactions with affiliates, subject, in each case, to the various exceptions and conditions described in the A&R Credit Agreement. The negative covenants further restrict the ability of the Company and certain of its subsidiaries to make certain restricted payments, including, in the case of the Company, the payment of dividends and the repurchase of common stock, in certain limited circumstances. See Note J — Loans Payable and Long-Term Debt for a discussion of interest rates under the A&R Credit Agreement and our compliance with the covenants in the A&R Credit Agreement. We expect to remain in compliance with each of the covenants under the A&R Credit Agreement during the remainder of fiscal 2026.

As of July 31, 2025 and April 30, 2025, the Company had no off-balance sheet arrangements.

The Company's investing activities primarily consist of investment in property, plant and equipment and promotional displays. Net cash used by investing activities was $8.1 million in the first three months of fiscal 2026, compared with $11.4 million in the comparable period of fiscal 2025.

During the first three months of fiscal 2026, net cash used by financing activities was $18.2 million, compared with $27.6 million in the comparable period of the prior fiscal year.

On November 20, 2024, the Board authorized an additional stock repurchase program of up to $125 million of the Company's outstanding common shares. This authorization is in addition to the $125 million stock repurchase program authorized on November 29, 2023. Repurchases may be made from time to time in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms the Company deems appropriate and subject to the Company's cash requirements for other purposes, compliance with the covenants under the A&R Credit Agreement, and other factors management deems relevant. The authorization does not obligate the Company to acquire a specific number of shares during any period, and the authorization may be modified, suspended or discontinued at any time at the discretion of the Board. Management generally expects to fund any share repurchases using available cash and cash generated from operations. Repurchased shares will become authorized but unissued common shares. The Company repurchased $12.4 million of its common shares during the first quarter of fiscal 2026. Due to the terms of the Merger Agreement, the Company does not currently expect to repurchase additional shares.

Cash flow from operations combined with accumulated cash and cash equivalents on hand are expected to be more than sufficient to support forecasted working capital requirements, service existing debt obligations and fund capital expenditures for the remainder of fiscal 2026.

Seasonal and Inflationary Factors

Our business has been subject to seasonal influences, with higher sales typically realized in our first and fourth fiscal quarters. General economic forces and changes in our customer mix have reduced seasonal fluctuations in revenue over the past few years.

Critical Accounting Policies and Estimates

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different

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assumptions or conditions. There have been no significant changes to the Company's critical accounting policies as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The costs of the Company's products are subject to inflationary pressures and commodity price fluctuations. The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases although there may be a lag in the recovery.

The A&R Credit Agreement includes a variable interest rate component. As a result, we are subject to interest rate risk with respect to such floating-rate debt. A 100 basis point increase in the variable interest rate component of our borrowings as of July 31, 2025 would increase our annual interest expense by approximately $1.7 million. See Note J — Loans Payable and Long-Term Debt for further discussion.

In May 2021, we entered into interest rate swaps to hedge approximately $200 million of our variable interest rate debt. In April 2025, we entered into interest swaps to hedge approximately $200 million in year one and $150 million in year two of our variable interest rate debt. See Note K — Derivative Financial Instruments for further discussion.

The Company enters into foreign exchange forward contracts principally to offset currency fluctuations in transactions denominated in certain foreign currencies, thereby limiting our exposure to risk that would otherwise result from changes in exchange rates. The periods of the foreign exchange forward contracts correspond to the periods of the transactions denominated in foreign currencies.

The Company does not currently use commodity or similar financial instruments to manage its commodity price risks.

Item 4. Controls and Procedures

Senior management, including the Chief Executive Officer and interim Principal Financial and Accounting Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of July 31, 2025. Based on this evaluation, the Chief Executive Officer and interim Principal Financial and Accounting Officer has concluded that the Company's disclosure controls and procedures are effective.

There has been no change in the Company's internal control over financial reporting that occurred during the quarter ended July 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in various suits and claims in the normal course of business, all of which constitute ordinary, routine litigation incidental to the Company's business. The Company is not party to any material litigation that does not constitute ordinary, routine litigation incidental to its business. See Note P — Other Information for further discussion of the antidumping and countervailing duties investigation.

Item 1A. Risk Factors

Risk factors that may affect the Company's business, results of operations and financial condition are described in Part I, Item 1A, "Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2025, and there have been no material changes from the risk factors disclosed except as set forth below. Additional risks are discussed elsewhere in this report, including in "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the headings "Forward-Looking Statements" and "Outlook."

Risks related to the Merger

The Merger may be delayed or may not be completed, and the Merger Agreement may be terminated in accordance with its terms. The completion of the merger is subject to the satisfaction or waiver of a number of conditions as specified in the Merger Agreement, including certain approvals by the Company’s shareholders and MasterBrand’s stockholders, respectively, and the expiration or termination of the applicable antitrust waiting period under the Hart-Scott Rodino Antitrust Improvements Act of

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1976, as amended, as well as other customary closing conditions. No assurance can be given as to the timing of the satisfaction or waiver of these conditions or that these conditions will be satisfied or waived at all. Accordingly, there can no assurance as to whether or when the Merger will be completed.

In addition, either the Company or MasterBrand may terminate the Merger Agreement under certain circumstances, including if the Merger is not completed by August 5, 2026 (which date may be extended to May 5, 2027, under certain circumstances). If the Merger Agreement is terminated in certain circumstances, the Company may be required to pay MasterBrand a termination fee of $25 million.

Litigation relating to the Merger, if any, could delay or prevent the completion of the Merger and result in substantial costs to the Company. Governmental authorities or other third parties with appropriate standing may file litigation challenging the Merger and seeking an order enjoining or otherwise delaying or prohibiting the completion of the Merger. If any such litigation is successful, then such order may prevent the Merger from being completed, or from being completed within the expected time frame. There can be no assurance that the Company or any other defendants would be successful in the outcome of any potential future lawsuits. Even if a lawsuit is without merit, it could result in substantial costs to the Company and divert management time and resources.

Failure to complete the Merger could negatively impact the Company. If the Merger is not completed for any reason, the ongoing business and financial condition of the Company may be adversely affected, including in the following ways:

•it may experience negative reactions from the financial markets, including negative impacts on the market price of its common stock;

•it may experience negative reactions from its suppliers, distributors, vendors, customers or other third parties with whom it does business;

•it may experience negative reactions from employees;

•it will have incurred, and may continue to incur, significant costs relating to the Merger, such as investment banking, legal, accounting and financial advisor fees and expenses, that it may not be able to recover;

•it will have expended significant time and resources that could otherwise have been spent on its existing business or the pursuant of other opportunities without realizing any of the potential benefits associated with the Merger;

•it may face litigation related to the failure to complete the Merger or an enforcement proceeding with respect to its obligations under the Merger Agreement; and

•it, as discussed above, may, in certain circumstances, be required to pay a termination fee to MasterBrand.

In addition, if the Merger Agreement is terminated and the Company seeks an alternative transaction, there can be no guarantee that it will be able to find or complete an alternative transaction on more attractive terms than the Merger or at all.

The Merger Agreement contains provisions that limit the Company’s ability to pursue alternatives to the Merger and that could discourage other parties from trying to acquire or merge with the Company. The Merger Agreement contains provisions that restrict the Company’s ability to solicit, encourage, facilitate or participate in discussions or negations related to an alternative acquisition proposal or to take certain other actions related to an alternative acquisition proposal. Furthermore, there are only limited exceptions to the requirement under the Merger Agreement that the Company’s board of directors not change, withhold, withdraw, qualify, amend or modify (or publicly propose to change, withhold, withdraw, qualify, amend or modify) its recommendation that the Company’s shareholders approve the Merger Agreement and related plan of merger. Although the Company’s board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the Merger Agreement, in response to a superior acquisition proposal or intervening event if it determines in good faith, after consultation with its outside legal counsel and outside financial advisor, that a failure to change its recommendation in response to such superior acquisition proposal or intervening event would be inconsistent with its fiduciary duties under applicable law, its doing so would entitle MasterBrand to terminate the merger agreement and collect a termination fee from the Company in the amount of $25 million.

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied in the Merger, or they could result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

The Merger Agreement restricts the Company’s business activities prior to the completion of the Merger. The Merger Agreement restricts the Company from entering into certain corporate transactions and taking certain other specified actions without the consent of MasterBrand and requires that the Company conduct its business in all material respects in the ordinary course and consistent with past practice until the completion of the Merger or the termination of the Merger Agreement. These restrictions, which could be in place for an extended period of time if the completion of the Merger is delayed, could prevent

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the Company from pursuing attractive business opportunities that may arise prior to completion of the Merger or from making appropriate changes to business or organizational structure. This could in turn adversely impact the Company’s results of operations, financial condition and cash flows.

The Merger, including uncertainty regarding the Merger, could disrupt the Company’s business relationships and adversely affect the Company’s ability to effectively manage its business. As discussed above, the completion of the Merger is subject to the satisfaction or waiver of several conditions. Many of these conditions are outside the Company’s control. Furthermore, both the Company and MasterBrand have certain rights to terminate the Merger Agreement. Accordingly, there may be uncertainty regarding the completion of the Merger. This uncertainty may cause customers, suppliers, vendors, strategic partners or other parties that have business relationships with the Company to delay or defer entering into contracts with, or making other decisions concerning, the Company or to seek to change or cancel existing business relationships with the Company, which could negatively affect the Company’s business regardless of whether the Merger is ultimately completed. This could in turn adversely impact the Company’s results of operations, financial condition and cash flows.

The Merger, regardless of whether it is completed, will continue to divert resources from ordinary operations, which could adversely affect the Company’s business. The Company has diverted the attention of management and other resources to the Merger. Whether or not the Merger is completed, the pendency of the Merger will continue to divert the attention of management and other resources from day-to-day operations to the completion of the Merger. This diversion of management attention and other resources could adversely affect the Company’s ongoing business regardless of whether the Merger is completed.

The Company has incurred and expects to continue to incur significant merger-related costs. The Company has incurred and expects to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger. These costs and expenses have been, and will continue to be, significant. These costs and expenses include fees paid or payable to financial, legal and accounting advisors, potential employment-related costs, filing fees, printing expenses and other related charges. Some of these costs are payable by the Company regardless of whether the Merger is completed. While the Company has assumed that a certain level of expenses would be incurred in connection with the Merger, there are many factors beyond its control that could affect the total amount or the timing of these expenses. These costs and expenses could adversely impact the Company’s financial condition and liquidity.

Uncertainties associated with the Merger could negatively impact the Company’s ability to attract, motivate and retain management personnel and other key employees. Competition for qualified personnel can be intense. Current and prospective employees of the Company may experience uncertainty about their future role until strategies with regard to these employees are announced or executed, which may impair the Company’s ability to attract, retain and motivate key management, sales, marketing, and other personnel prior to completion of the Merger. Employee retention may be particularly challenging as employees may experience uncertainty about their future roles with the combined company. If the Company is unable to retain personnel, including key management personnel, it could face disruptions in its operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table details share repurchases made by the Company during the first quarter of fiscal 2026:

	Share Repurchases
	Total Number of Shares Purchased	Average Price Paid		Total Number of Shares Purchased as Part of Publicly Announced	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (000)
	(1)	Per Share		Programs	(1)
May 1 - 31, 2025	209,757	$	59.12	209,757	$	105,358
June 1 - 30, 2025	—	$	—	—	$	105,358
July 1 - 31, 2025	—	$	—	—	$	105,358
Quarter ended July 31, 2025	209,757	$	59.1216	209,757	$	105,358

(1) Under a stock repurchase authorization approved by the Board on November 29, 2023, the Company was authorized to purchase up to $125 million of the Company's common shares. On November 20, 2024, the Board authorized an additional stock repurchase program of up to $125 million of the Company's outstanding common shares. This authorization is in addition to the stock repurchase program authorized on November 29, 2023. Repurchases may be made from time to time in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms the Company deems appropriate and subject to the Company's cash requirements for other purposes, compliance with the covenants under the October 10, 2024 A&R Credit Agreement, and other factors management deems relevant. The authorization does not obligate the Company to acquire a specific number of shares during any period, and the authorization may be modified, suspended or discontinued at any time at the discretion of the Board. Management generally expects to fund any share repurchases using available cash and cash equivalents, as well as cash generated from operating activities. Repurchased shares became authorized but unissued common shares. The Company purchased a total of 209,757 common shares, for an aggregate purchase price of $12.4 million, during the first quarter of fiscal 2026 under the authorization pursuant to a repurchase plan intended to comply with the requirements of Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended. Due to the terms of the Merger Agreement, the Company does not currently expect to repurchase additional shares.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended July 31, 2025, none of the Company’s directors or executive officers adopted, terminated or modified a "Rule 10b5-1 trading agreement" or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Bylaw Amendment

On August 20, 2025, the Board approved an amendment to Article II, Section 2 of the Company's Bylaws. The amendment will decrease the number of directors of the Company from nine to eight. The full text of the Bylaws of the Company, marked to show the change, is attached as Exhibit 3.2 to this report and is incorporated in response to this Item by reference thereto.

Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of American Woodmark Corporation held on August 21, 2025, the holders of 13,385,379 of the 14,503,377 shares of the Company's common stock outstanding voted on one or more matters either in person at the meeting or by duly executed and delivered proxies. The shareholders approved the items outlined in the Company's Proxy Statement that was sent to shareholders and filed with the SEC in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended.

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The following items were approved at the Company's Annual Meeting:

	Votes	Votes	Broker
	"FOR"	"WITHHELD"	"NON-VOTES"
1. Election of the Board of Directors:
Latasha M. Akoma	12,967,268	52,975	365,136
Andrew B. Cogan	12,825,785	194,458	365,136
M. Scott Culbreth	12,827,180	193,063	365,136
Philip D. Fracassa	12,922,401	97,842	365,136
Daniel T. Hendrix	12,738,975	281,268	365,136
David A. Rodriguez	12,511,293	508,950	365,136
Vance W. Tang	12,518,062	502,181	365,136
Emily C. Videtto	11,548,140	1,472,103	365,136
	Votes	Votes	Votes	Broker
	"FOR"	"AGAINST"	"ABSTAINED"	"NON-VOTES"
2. Ratification of Selection of Independent Registered Public Accounting Firm	13,281,607	97,778	5,994	—
3. Advisory Vote to Approve Executive Compensation	12,471,894	480,820	67,529	365,136

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Item 6. Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of August 5, 2025, by and among MasterBrand, Inc., Maple Merger Sub, Inc. and American Woodmark Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed August 6, 2025, Commission File No. 000-14798).*
3.1	Articles of Incorporation as amended (incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-Q for the quarter ended July 31, 2004; Commission File No. 000-14798).
3.2	Bylaws – as amended effective August 20, 2025 (Filed Herewith).
10.1	Form of Grant Letter used in connection with the grant of restricted stock units awarded July 3, 2025 under the American Woodmark Corporation 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 8, 2025; Commission File No. 000-14798).**
10.2	Employment Agreement for Mr. Jimmy Mason (Filed Herewith).**
31.1	Certification of the Chief Executive Officer and Interim Principal Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
32.1	Certification of the Chief Executive Officer and Interim Principal Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed Herewith).
101	Interactive Data File for the Registrant's Quarterly Report on Form 10-Q for the quarter ended July 31, 2025 formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements (Filed Herewith).
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

*Certain schedules and exhibits have been omitted as permitted by Item 601 of Regulation S-K.

**Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMERICAN WOODMARK CORPORATION

(Registrant)

/s/ M. Scott Culbreth

M. Scott Culbreth

President and Chief Executive Officer

Date: August 26, 2025

Signing on behalf of the registrant and

as principal financial and accounting officer

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EX-3.2

EXHIBIT 3.2

BYLAWS OF AMERICAN WOODMARK CORPORATION

AMENDED AND RESTATED EffectiveAugust 20, 2025

ARTICLE I. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the fourth Thursday in August of each year beginning at 9:00 a.m., or at such other time on such other date in each year as may be designated by resolution of the Board of Directors from time to time for the purpose of electing Directors and conducting such other business as may properly come before the meeting.

At each annual meeting of shareholders, only such business shall be conducted as is proper to consider and has been brought before the meeting (i) pursuant to the Corporation’s notice of the meeting, (ii) by or at the direction of the Board of Directors or (iii) by a shareholder who is a shareholder of record of a class of shares entitled to vote on the business such shareholder is proposing and who is such a shareholder of record, both at the time of the giving of the shareholder’s notice hereinafter described in this Section and on the record date for determining the shareholders entitled to vote at such annual meeting, and who complies with the notice procedures set forth in this Section.

In addition to any other applicable requirements, in order to bring before an annual meeting of shareholders any business which may properly be considered, a shareholder who meets the requirements set forth in the preceding paragraph must give the Corporation timely written notice. To be timely, a shareholder’s notice must be given, either by personal delivery to the Secretary at the principal office of the Corporation or by certified United States mail, with postage prepaid, addressed to the Secretary at the principal office of the Corporation. Any such notice must be received (i) not less than 120 days before the one-year anniversary of the date of mailing the notice of the preceding year’s annual meeting of shareholders, if clause (ii) is not applicable, or (ii) not less than 90 days before the date of the meeting if the date of such meeting, as prescribed in these Bylaws, has been changed by more than 30 days.

Each such shareholder’s notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting, including the complete text of any resolutions to be presented at the meeting (including the text of any proposed amendment to these Bylaws in the event that such business includes a proposal to amend these Bylaws), and the reasons for wanting to conduct such business at the meeting, (ii) the name and address, as they appear on the Corporation’s share transfer books, of the shareholder proposing such business, the name and address of any beneficial owner on whose behalf the proposal is being made and the name and address of any of their respective affiliates or associates or other parties with whom such shareholder or such beneficial owner is acting in concert (each, an “Associated Person”), (iii) the class and number of shares of stock of the Corporation owned (directly or indirectly) beneficially and of record by such shareholder and any beneficial owner on whose behalf the proposal is being made, and any Associated Person, (iv) a representation that such shareholder is a shareholder of record at the time of the giving of the notice and intends to appear in person or by proxy at the meeting to present the business specified in the notice, (v) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and

borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owner, and any Associated Person, whether or not such instrument or right shall be subject to settlement in an underlying class of stock of the Corporation (collectively, “Derivative Instruments”), the effect or intent of which is to mitigate loss to, manage risk or benefit share price changes for, or increase or decrease the voting power of, such shareholder or such beneficial owner, or any Associated Person, with respect to shares of stock of the Corporation, or relates to the acquisition or disposition of any shares of stock of the Corporation, (vi) any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with, Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the shareholder and any beneficial owner on whose behalf the proposal is being made, or any Associated Person, has a right to vote or direct the voting of any of the Corporation’s securities, (vii) any rights to dividends on the shares of the Corporation owned beneficially by the shareholder and any Associated Person that are separated or separable from the underlying shares of the Corporation, (viii) any proportionate interest in shares of the Corporation or any Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the shareholder, the beneficial owner or any Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity, (ix) any performance-related fees (other than an asset-based fee) that the shareholder, the beneficial owner or any Associated Person is entitled to based on the increase or decrease in the value of shares of the Corporation or Derivative Instruments, (x) any material interest which the shareholder and any beneficial owner on whose behalf the proposal is being made, and any Associated Person, may have in such business, and (xi) any other information as reasonably requested by the Corporation. The shareholder shall (1) notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any information previously provided to the Corporation pursuant to this Section and (2) promptly update and supplement information previously provided to the Corporation pursuant to this Section, if necessary, so that the information provided or required to be provided shall be true and complete (y) as of the voting record date for the annual meeting of shareholders and (z) as of the date that is 10 days prior to the annual meeting of shareholders or any adjournment or postponement thereof, and such update and supplement shall be delivered to the secretary of the Corporation at the Corporation’s principal executive offices. The immediately foregoing provisions shall not be construed to extend any applicable deadlines hereunder, enable a shareholder to change the business proposed for the meeting after the advance notice deadlines hereunder have expired or limit the Corporation’s rights with respect to any inaccuracies or other deficiencies in notices provided by a shareholder. Unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the meeting of shareholders to present such business, such proposal shall be disregarded and such business shall not be transacted, notwithstanding that the Corporation may have received proxies in respect of such vote.

In addition to the other requirements of this Section with respect to any business proposed by a shareholder to be made at a meeting, each shareholder, any beneficial owner on whose behalf the proposal is being made and any Associated Person shall also comply with all applicable requirements of the Articles of Incorporation, these Bylaws and state and federal law, including the Exchange Act, with respect to any such proposal or the solicitation of proxies with respect thereto.

The Chair of the meeting may dismiss any business that a shareholder attempts to bring before an annual meeting without complying with the foregoing procedure. The foregoing provisions are not applicable to shareholder nominations of Directors, the process for which is set forth in Article II.

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The Secretary shall deliver each shareholder’s notice that has been timely received to the Chair of the Board or a committee designed by the Board of Directors for review.

Notwithstanding the foregoing provisions of this Section, a shareholder seeking to have a proposal included in the Corporation’s proxy statement for an annual meeting of shareholders shall comply with the requirements of Regulation 14A under the Exchange Act, or with any successor regulation. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such shareholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

SECTION 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chair of the Board of Directors (the “Chair”), the Chief Executive Officer or the Board of Directors. Notice of a special meeting shall state the purpose or purposes for which the meeting is called.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Virginia unless otherwise prescribed by statute, as the place of meeting of shareholders for any annual meeting or for any special meeting; provided, however, that the Board of Directors may, in its sole discretion, determine that (a) the meeting shall not be held at any place and shall instead be held solely by means of remote communication as provided under the Virginia Stock Corporation Act (“VSCA”), or (b) the meeting shall be held in a hybrid setting allowing for a physical place for the meeting and attendance via remote communication if and as allowed under the VSCA. If no designation is made, the place of the meeting shall be the principal office of the Corporation.

SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of each meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting (except when a different time is required in these Bylaws or by law), either personally or by mail, telecopy or any other form of communication permitted by applicable law or by private courier, by or at the direction of the Chair, the Chief Executive Officer, the Board of Directors or the Secretary to each shareholder of record entitled to vote at such meeting as of the record date for determining the shareholders entitled to notice of the meeting. If the purpose for which a shareholders meeting is called is to act on an amendment to the Articles of Incorporation, a plan of merger, share exchange, domestication or entity conversion, a proposed sale of assets contemplated by Section 13.1-724 of the VSCA, or the dissolution of the Corporation, notice shall be delivered not less than twenty-five (25) nor more than sixty (60) days before the meeting date to all shareholders of the Corporation, whether or not entitled to vote. The notice shall include the record date for determining the shareholders entitled to vote at the meeting, if such date is different than the record date for determining shareholders entitled to notice of the meeting.

Notwithstanding the foregoing, no notice of a shareholders’ meeting need be given to a shareholder if (i) an annual report and proxy statements for two consecutive annual meetings of shareholders, or (ii) all, and at least two, checks in payment of dividends or interest on securities during a twelve-month period, have been sent by first-class United States mail, with postage prepaid, addressed to the shareholder at the shareholder’s address as it appears on the share transfer books of the Corporation, and returned undeliverable. The obligation of the Corporation to give

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notice of shareholders’ meetings to any such shareholder shall be reinstated once the Corporation has received a new address for such shareholder for entry on its share transfer books.

If a meeting is adjourned to a different date, time or place, notice need not be given if the new date, time or place is announced at the meeting before adjournment. However, if a new record date for an adjourned meeting is fixed, notice of the adjourned meeting shall be given to shareholders of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting unless a court provides otherwise.

SECTION 5. Record Dates. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or to receive any dividend or for any purpose, the Board of Directors may fix, in advance, a record date or dates for any such determination of shareholders, such date or dates in any case to be not more than seventy (70) days before the meeting or action requiring such determination of shareholders. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date or dates, which shall be required if the meeting is adjourned to a date more than one-hundred twenty (120) days after the date of the original meeting. The record date for a shareholders’ meeting fixed by the Board of Directors shall be the record date for determining shareholders entitled to both notice of and to vote at the shareholders’ meeting, unless the Board of Directors, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.

SECTION 6. Quorum. Unless otherwise required by law or the Articles of Incorporation, a majority of the outstanding shares of the Corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date or dates are or shall be set for that adjourned meeting. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

SECTION 7. Proxies. At all meetings of shareholders, a shareholder may vote the shareholder’s shares in person or by proxy. A shareholder or the shareholder’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by any other means authorized by the Virginia Stock Corporation Act or other applicable law. Such proxy shall be effective when received by the inspector(s) of elections or other officer or agent of the Corporation authorized to tabulate votes. Such proxy shall be valid for eleven (11) months from the date of its execution, unless otherwise provided in the proxy. An appointment of a proxy is revocable unless the appointment form states that it is irrevocable and the appointment is coupled with an interest. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

SECTION 8. Voting of Shares. If a quorum exists, action on a matter, other than the election of directors, is approved if the number of votes cast favoring the action exceed the number of votes cast opposing the action unless a greater number of affirmative votes is required by law or by the Board of Directors or other person proposing the matter or is otherwise required by the Articles of Incorporation or these Bylaws. The vote required in the election of directors shall be as provided in Section 4 of Article II.

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SECTION 9. Organization and Order of Business.

(a) The Chair shall serve as chair at all meetings of the shareholders. In the absence of the Chair or if the Chair declines to serve, the chair of the meeting shall be designated by the Board of Directors. The Secretary or, in the Secretary’s absence, an Assistant Secretary shall act as secretary at all meetings of the shareholders. In the event that neither the Secretary nor an Assistant Secretary is present, the chair of the meeting may appoint any person to act as secretary of the meeting.

(b) The chair of the meeting shall have the authority to make such rules and regulations, to establish such procedures and to take such steps as the chair deems necessary or desirable for the proper conduct of each meeting of the shareholders, including, without limitation, the authority to make the agenda and to establish procedures for (i) dismissing business not properly presented, (ii) maintaining order and safety, (iii) placing limitations on the time allotted to questions or comments on the affairs of the Corporation, (iv) placing restrictions on attendance at a meeting by persons or classes of persons who are not shareholders or their proxies, (v) restricting entry to a meeting after the time prescribed for the commencement thereof, (vi) commencing, conducting and closing voting on any matter and (vii) adjourning the meeting to be reconvened at a later date.

ARTICLE II.

BOARD OF DIRECTORS

SECTION 1. General Powers. The Corporation shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation.

SECTION 2. Number, Tenure and Qualification. The number of directors of the Corporation shall be eight nine. Directors shall be elected for terms that expire at the next annual meeting of shareholders following their election. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor shall have been elected and duly qualified, until there is a decrease in the number of directors or until removed by the shareholders, whichever event first occurs.

SECTION 3. Nomination of Directors. Nominations for the election of directors at any annual meeting of shareholders may be made (a) by the Board of Directors or any committee designated by the Board of Directors (each such nominee, a “Board Nominee”), or (b) by any shareholder who is a shareholder of record of a class of shares entitled to vote in the election of directors at the applicable meeting of shareholders and who is such a shareholder of record, both at the time of the giving of the shareholder’s notice hereinafter described in this Section and on the record date for determining the shareholders entitled to vote at the applicable meeting (each such nominee, a “Shareholder Nominee”). However, such a shareholder may nominate one or more persons for election as directors only if written notice of such shareholder’s intent to make such nomination or nominations is submitted in writing, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation and is received at the Corporation’s principal executive offices not later than, (i) 120 days before the one-year anniversary of the date of mailing the notice of the preceding year’s annual meeting of shareholders, if clause (ii) is not applicable, or (ii) 90 days before the date of the annual meeting if the date of such annual meeting, as prescribed in these Bylaws, has been changed by more than 30 days.

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Each such shareholder’s notice shall set forth: (i) the name and address, as they appear on the Corporation’s share transfer books, of the shareholder giving the notice, the name and address of any beneficial owner on whose behalf the nomination is being made and the name and address of any Associated Person; (ii) the class and number of shares of stock of the Corporation owned (directly or indirectly) beneficially and of record by such shareholder and any beneficial owner on whose behalf the notice is given and any Associated Person, (iii) a representation that such shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting at the time of giving of the notice and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iv) a description of any Derivative Instrument that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owner, and any Associated Person, whether or not such instrument or right shall be subject to settlement in an underlying class of stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder or such beneficial owner, or any Associated Person, with respect to shares of stock of the Corporation, or relates to the acquisition or disposition of any shares of stock of the Corporation, (v) any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with, Section 14(a) of the Exchange Act), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the shareholder and any beneficial owner on whose behalf the nomination is being made, or any Associated Person, has a right to vote or direct the voting of any of the Corporation’s securities, (vi) any rights to dividends on the shares of the Corporation owned beneficially by the shareholder and any Associated Person that are separated or separable from the underlying shares of the Corporation, (vii) any proportionate interest in shares of the Corporation or any Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the shareholder, the beneficial owner or any Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity, (viii) any performance-related fees (other than an asset-based fee) that the shareholder, the beneficial owner or any Associated Person is entitled to based on the increase or decrease in the value of shares of the Corporation or Derivative Instruments, (ix) a description of all agreements, arrangements and understandings between such shareholder or such beneficial owner or any Associated Person and each Shareholder Nominee with respect to such Shareholder Nominee’s service or duties as a nominee or director of the Corporation, including any direct or indirect confidentiality, compensation, reimbursement or indemnification arrangement in connection with such Shareholder Nominee’s service or action as a nominee or director or any commitment or assurance as to how such Shareholder Nominee will act or vote on any matter, (x) the information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such shareholder and any beneficial owner on whose behalf the notice is given, and (xi) any other information as reasonably requested by the Corporation.

Each such shareholder’s notice pursuant to this Section shall also set forth:

(i) the name, age, business address and, if known, residence address of each Shareholder Nominee for whom the shareholder is proposing or intends to solicit proxies and of each Shareholder Nominee who would be presented for election at the annual meeting in the event of a need to change the shareholder’s original slate, (ii) the principal occupation or employment of each Shareholder Nominee, (iii) the class and number of shares of stock of the Corporation that are owned beneficially and of record by each Shareholder Nominee, (iv) any other information relating to each Shareholder Nominee that is required to be disclosed in solicitations of proxies for election of

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directors or is otherwise required to be disclosed under the VSCA or applicable listing standards of the primary exchange on which the Corporation’s capital stock is listed or by the rules and regulations of the U.S. Securities and Exchange Commission promulgated under the Exchange Act, including any proxy statement filed pursuant thereto (in each case, assuming the election is contested), (v) a representation as to whether the shareholder, the beneficial owner, if any, or any Associated Person intends to solicit proxies in support of director nominees other than Board Nominees in compliance with the requirements of Rule 14a-19(b) under the Exchange Act, including a statement that the shareholder, the beneficial owner, if any, or any Associated Person intends to solicit the holders of shares representing at least 67% of the voting power of the shares entitled to vote in the election of directors, and (vi) the written consent of such Shareholder Nominee to be named in proxy statements as a nominee and to serve as a director if elected for the full term.

The shareholder shall (1) notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any information previously provided to the Corporation pursuant to this Section and (2) promptly update and supplement information previously provided to the Corporation pursuant to this Section, if necessary, so that the information provided or required to be provided shall be true and complete (y) as of the voting record date for the meeting of shareholders and (z) as of the date that is 10 calendar days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the Corporation’s principal offices.

In addition to the other requirements of this Section with respect to any nomination proposed by a shareholder to be made at a meeting, each shareholder, any beneficial owner on whose behalf the nomination is being made and any Associated Person shall also comply with all applicable requirements of the Articles of Incorporation, these Bylaws and state and federal law, including the Exchange Act (including Rule 14a-19 thereunder), with respect to any such nomination or the solicitation of proxies with respect thereto. In addition to the other requirements of this Section, unless otherwise required by law, (i) no shareholder, beneficial owner or Associated Person shall solicit proxies in support of any nominees other than Board Nominees unless such shareholder, beneficial owner and Associated Person have complied with Rule 14a-19 under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a timely manner, and (ii) if such shareholder, beneficial owner or Associated Person (1) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (2) subsequently fails to comply with any of the requirements of Rule 14a-19 under the Exchange Act, then the Corporation shall disregard any proxies or votes solicited for such shareholder’s nominees. Upon request by the Corporation, if any shareholder, beneficial owner or Associated Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such shareholder, beneficial owner or Associated Person shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that such shareholder, beneficial owner or Associated Person has met the requirements of Rule 14a-19 under the Exchange Act.

The foregoing provisions shall not be construed to extend any applicable deadlines hereunder, enable a shareholder to change the person or persons specified in the notice for election as director after the advance notice deadlines hereunder have expired or limit the Corporation’s rights with respect to any inaccuracies or other deficiencies in notices provided by a shareholder. The Secretary shall deliver each shareholder’s notice under this Section that has been timely received to the Board or a committee designated by the Board for review.

Unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the meeting of shareholders to nominate the individual set forth in the shareholder’s notice of nomination

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as a director, such nomination shall be disregarded, notwithstanding that the Corporation may have received proxies in respect of such vote.

In addition to the information required to be provided by shareholders pursuant to this Section, each Shareholder Nominee shall provide to the Secretary the following information:

(i) a completed copy of the Corporation’s form of director’s questionnaire and a written consent of the Shareholder Nominee to the Corporation following such processes for evaluation of such nominee as the Corporation follows in evaluating any person being considered for nomination to the Board of Directors, as provided by the Secretary; (ii) the Shareholder Nominee’s agreement to comply with the Corporation’s various corporate governance policies applicable to directors, as provided by the Secretary; (iii) written confirmation that the Shareholder Nominee (A) does not have, and will not have or enter into, any agreement, arrangement or understanding as to how he or she will vote on any matter, if elected as a director of the Corporation, and (B) is not a party to, and will not become a party to, any agreement, arrangement or understanding with any person or entity, including any direct or indirect compensation, reimbursement or indemnification arrangement with any person or entity other than the Corporation in connection with such nominee’s service or action as a director of the Corporation the terms of which have not been fully disclosed in advance to the Secretary; (iv) written disclosure of any transactions between the shareholder and the Shareholder Nominee within the preceding five years; and (v) any additional information as necessary to permit the Board to determine if each Shareholder Nominee is independent under applicable listing standards with respect to service on the Board or any committee thereof, under any applicable rules of the SEC, and under any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence and qualifications of the Corporation’s directors.

Notwithstanding anything in the Bylaws to the contrary, no nomination for the election of a director shall be considered and voted upon at a meeting except in accordance with the procedures set forth in this Section. The chair of a meeting shall, if the facts warrant, determine that a nomination for the election of a director was not brought before the meeting in accordance with the procedures prescribed by this Section. If the chair of the meeting should so determine, he or she shall so declare to the meeting, and the nomination for the election of such director not properly brought before the meeting shall not be considered and voted upon.

SECTION 4. Election. Except as provided in Section 13 of this Article II, directors shall be elected by the holders of the common shares at each annual meeting of shareholders or at a special meeting called for such purpose. Each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting of shareholders for the election of directors at which a quorum is present; provided, that if it is determined that the number of persons properly nominated to serve as elected directors of the Corporation exceeds the number of directors to be elected (a contested election), the directors shall be elected by a plurality of the votes of the shares represented at the meeting and entitled to vote on the election of directors. A majority of the votes cast means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director.

In order for any incumbent director to be a nominee for continued service on the Board of Directors he or she must submit an irrevocable offer of resignation, contingent on failing to receive a majority of the votes cast in an uncontested election. Following an uncontested election, if a nominee who is an incumbent director does not receive a majority of the votes cast, the committee of the Board of Directors responsible for nominating and governance matters shall consider, and recommend to the Board of Directors, whether to accept or reject the offer of resignation. Within 90 days following certification of the election results, the Board of Directors shall act on the offered

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resignation. In determining whether or not to accept the offered resignation, the Board of Directors shall consider any recommendation of the committee of the Board of Directors responsible for nominating and governance matters, the factors considered by that committee and any additional information and factors that the Board of Directors believes to be relevant. The Board of Directors will promptly disclose its decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation offer, if applicable) in a press release to be disseminated in the manner that the Corporation’s press releases typically are distributed.

An incumbent director who fails to receive a sufficient vote for reelection shall not participate in the deliberations or decisions of the committee of the Board of Directors responsible for nominating and governance matters, or the Board of Directors, regarding such director’s resignation. However, if each member of the committee of the Board of Directors responsible for nominating and governance matters fails to receive a sufficient vote for reelection, then the independent directors who did receive a sufficient vote shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board of Directors whether to accept them. In addition, if the only directors who did receive a sufficient vote for reelection in the same election constitute three or fewer directors, all directors may participate in the action regarding whether to accept or reject the resignation offers.

If the submitted resignation is not accepted by the Board of Directors, the director, despite the expiration of his or her term, shall continue to serve until his or her successor shall have been elected and duly qualified or until there is a decrease in the number of directors. If a director’s resignation is accepted by the Board of Directors, or if a nominee for director is not elected by the shareholders, then the Board of Directors, in its sole discretion, may fill any resulting vacancy in accordance with Section 13 of this Article II.

No individual shall be named or elected as a director without such individual’s prior consent.

SECTION 5. Regular Meetings. The Board of Directors may adopt a schedule of meetings, which shall be considered regular meetings. Regular meetings shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the Chair, the Chief Executive Officer or the Board of Directors shall designate from time to time. If no place is designated, regular meetings shall be held at the principal office of the Corporation.

SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair, the Chief Executive Officer, the Board of Directors or any two directors and shall be held at such times and at such places, within or without the Commonwealth of Virginia, as such person or persons calling the meeting shall designate. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the Corporation.

SECTION 7. Notice. No notice need be given of regular meetings of the Board of Directors. Notice of any special meeting shall be given at least six (6) hours before the meeting in person or delivered to his or her residence or business address (or such other place as the director may have directed in writing) by mail, messenger, telecopy, telegraph, email or any other form of communication permitted by applicable law or by telephoning such notice to the director. Any such notice may be oral or written and shall set forth the date, time and place of the meeting and shall state the purpose for which the meeting is called.

SECTION 8. Quorum. A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than

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such majority is present at a meeting, a majority of the directors then present may adjourn the meeting from time to time without further notice.

SECTION 9. Voting. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) the director objects, at the beginning of the meeting or promptly upon arrival, to holding the meeting or transacting specified business at the meeting or (ii) the director votes against or abstains from the action taken.

SECTION 10. Participation in Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

SECTION 11. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if one or more written consents describing the action is signed by each director before or after such action is taken and included in the minutes or filed with the corporate records. Action taken under this Section shall be effective when the last director signs the consent unless the consent specifies a different effective date in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director.

SECTION 12. Removal. The shareholders may remove one or more directors with or without cause. Unless the Articles of Incorporation require a greater vote, a director may be removed if the number of votes cast to remove the director constitutes a majority of the votes entitled to be cast at an election of directors. A director may be removed by the shareholders only at a meeting called for the purpose of removing such director and the meeting notice must state that the purpose, or one of the purposes of the meeting, is removal of the director.

SECTION 13.Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy resulting from the removal of a director or an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. The term of a director elected by the Board of Directors to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.

SECTION 14. Compensation. The directors shall receive such compensation for their services as directors and as members or chair of any committee appointed by the Board as may be prescribed by the Board of Directors and shall be reimbursed by the Corporation for ordinary and reasonable expenses incurred in the performance of their duties.

SECTION 15. Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Unless otherwise provided in these Bylaws, each committee shall have two or more members who serve at the pleasure of the Board of Directors. The creation of a committee and appointment of members to it shall be approved by the greater of (i) a majority of all of the directors in office when action is taken, or (ii) the number of directors required by the Articles of Incorporation or these Bylaws to take action. The provisions of these Bylaws that govern meetings, action without meetings, notice and waiver of notice,

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and quorum and voting requirements of the Board of Directors shall apply to committees of directors and their members as well.

SECTION 16. Chair of the Board. The Chair, if one is designated by the Board of Directors, shall preside at all meetings of the Board and perform such other duties as the Board shall assign from time to time. In the absence of the Chair, the chair of the meeting shall be designated by the Board of Directors.

SECTION 17. Secretary of Meetings. The Secretary or an Assistant Secretary shall act as secretary of meetings of the Board. In the absence of the Secretary or an Assistant Secretary, the chair of the meeting may appoint any person to act as secretary of the meeting.

ARTICLE III.

OFFICERS

SECTION 1. Number. The officers of the Corporation shall include a President and a Secretary and may include a Chair of the Board, one or more Vice Presidents, a Treasurer and such other officers and assistant officers as may be deemed necessary or advisable to carry on the business of the Corporation. The Board of Directors shall designate a Chief Executive Officer and a Chief Financial Officer of the Corporation. One person may hold two or more offices, except those of Chief Executive Officer and Secretary.

SECTION 2. Election and Term of Office. The Board of Directors shall elect the Chair of the Board, if there is one, the President, the Secretary and such other officers as the Board of Directors shall, in its discretion, determine. The Chief Executive Officer may, from time to time, appoint other officers. The action of the Chief Executive Officer in appointing officers shall be reported to the Board of Directors no later than the next regular meeting of the Board of Directors after it is taken. Each officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until his or her death or resignation or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal. Any officer, employee or agent may be removed by the Board of Directors with or without cause whenever in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer or assistant officer, if appointed by the Chief Executive Officer, may likewise be removed by the Chief Executive Officer. Such action shall be reported to the next regular meeting of the Board of Directors after it is taken. Election or appointment of an officer, employee or agent shall not of itself create contract rights.

SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation and, subject to the direction of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation and in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 5. President. In the absence of the Chief Executive Officer or in the event of his or her death, resignation, removal or inability or refusal to act, and unless and until the Board designates an interim or acting Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The President

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shall perform such other duties as from time to time may be assigned by the Chief Executive Officer or by the Board of Directors.

SECTION 6. Chief Financial Officer. The Chief Financial Officer of the Corporation shall keep or cause to be kept full and accurate books of account. Whenever required by the Board of Directors or the Chief Executive Officer, the Chief Financial Officer shall render financial statements showing all transactions of the Corporation and the financial condition of the Corporation. The Chief Financial Officer shall also perform such other duties as from time to time may be assigned by the Chief Executive Officer or by the Board of Directors.

SECTION 7. Secretary. The Secretary, or an Assistant Secretary, shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation, if any; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such officer by the Chief Executive Officer or by the Board of Directors.

SECTION 8. Duties of Other Officers. The other officers of the Corporation, which may include Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, a Treasurer, Assistant Treasurers, a Controller or Assistant Controllers, and Assistant Secretaries shall have such authority and perform such duties as shall be prescribed by the Board of Directors or the Chief Executive Officer. To the extent that such duties are not so stated, such officers shall have such authority and perform the duties which generally pertain to their respective offices, subject to the direction of the Chief Executive Officer or the Board of Directors.

SECTION 9. Voting Securities of Other Corporations. Unless otherwise provided by the Board of Directors, each of the Chief Executive Officer, President and Chief Financial Officer, in the name and on behalf of the Corporation, may appoint from time to time himself or herself or any other person (or persons) proxy, attorney or agent for the Corporation to cast the votes that the Corporation may be entitled to cast as a shareholder, member or otherwise in any other corporation, partnership or other legal entity, domestic or foreign, whose stock, interests or other securities are held by the Corporation, or to consent in writing to any action by such other entity, or to exercise any or all other powers of this Corporation as the holder of the stock, interests or other securities of such other entity. Each of the Chief Executive Officer, President and Chief Financial Officer may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of the Corporation and under its corporate seal such written proxies, consents, waivers, or other instruments as may be deemed necessary or proper. Each of the Chief Executive Officer, President and Chief Financial Officer may attend any meeting of the holders of stock, interests or other securities of any such other entity and vote or exercise any or all other powers of this Corporation as the holder of the stock, interest or other securities of such other entity.

SECTION 10. Compensation. The Board of Directors or a committee of the Board of Directors shall fix the compensation of the executive officers of the Corporation, including the Chief Executive Officer.

SECTION 11. Contracts. Each of the Chief Executive Officer, President and Chief Financial Officer (each an “Authorized Officer”), and any officer(s), employee(s) or agent(s) of the Corporation any such Authorized Officer may designate, may enter into any deed, mortgage, deed of trust, note, lease, contract or agreement (collectively “Contracts”) and execute and deliver any instrument in the name and on behalf of the Corporation. The Board of

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Directors may authorize any other officer(s), employee(s) or agent(s), of the Corporation to enter into any Contracts or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

ARTICLE IV.

SHARE CERTIFICATES

SECTION 1. Certificates for Shares. Shares of the Corporation, when fully paid, shall be evidenced by certificates containing such information as is required by law and in such form as approved by the Board of Directors. When issued, such certificates shall be signed by the Chief Executive Officer, President or Chief Financial Officer and the Secretary or an Assistant Secretary and may (but need not) be sealed with the seal of the Corporation. The seal of the Corporation and any or all of the signatures on a share certificate may be facsimile. If any officer, transfer agent or registrar who signed, or whose facsimile signature has been written, printed or stamped on, a certificate for shares shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Corporation, such certificate shall be as valid as though such individual were such officer, transfer agent or registrar at the date of issue.

Alternatively, the Board of Directors may authorize the issuance of some or all shares without certificates. In such event, within a reasonable time after issuance, the Corporation shall mail to the shareholder a written confirmation of its records with respect to such shares containing the information required by law.

SECTION 2. Transfer; Restrictions on Transfer. The Board of Directors may make rules and regulations concerning the issue, registration and transfer of shares and/or certificates representing the shares of the Corporation. Transfer of shares of the Corporation, and/or certificates representing such shares, shall be made on the share transfer books of the Corporation by the holder of record thereof or by the shareholder’s legal representative, who shall furnish proper evidence of authority to transfer, or by the shareholder’s attorney-in-fact thereunto authorized by power-of-attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate representing such shares, if any, accompanied by written assignments given by such record shareholder, legal representative or attorney-in-fact.

SECTION 3. Transfer Agents and Registrar. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.

SECTION 4. Lost or Destroyed Share Certificates. The Corporation may issue a new share certificate or a written confirmation of its records with respect to shares in the place of any certificate theretofore issued which is alleged to have been lost or destroyed, and may require the owner of such certificate, or such owner’s legal representative, to give the Corporation a bond, with or without surety, or such other agreement, undertaking or security as the Board of Directors shall determine is appropriate, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of the former certificate or the issuance of any such new certificate.

SECTION 5. Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share or shares of the Corporation as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. The Corporation shall

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not be liable for registering any transfer of shares which are registered in the name of a fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad faith.

ARTICLE V.

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of May of each year and end on the last day of April in such year. The Board of Directors shall have power to fix and to change the fiscal year of the Corporation.

ARTICLE VI.

CORPORATE SEAL

The Corporation may, but need not, have a corporate seal, which may be altered at will, and may use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The failure to affix a seal shall not affect the validity of any instrument.

ARTICLE VII.

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the VSCA, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the date and time of the meeting, shall be deemed equivalent to the giving of such notice. Such waiver shall be delivered to the Secretary of the Corporation for inclusion in the minutes or filing with the corporate records.

A shareholder’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

A director’s attendance at or participation in a meeting waives any required notice to such director of the meeting unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

ARTICLE VIII.

AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors. Bylaws adopted by the Board of Directors may be repealed or changed or new bylaws adopted by the shareholders, and the shareholders may prescribe that any bylaw adopted by them may not be altered, amended or repealed by the Board of Directors.

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EX-10.2

Exhibit 10.2

AMERICAN WOODMARK CORPORATION

EMPLOYMENT AGREEMENT

            THIS AGREEMENT, between Mr. Jimmy Mason (the “Employee”) and American Woodmark Corporation, a Virginia corporation (the “Company”), is effective as of July 7, 2025 (the “Effective Date”).

WHEREAS, the Company and the Employee each desire to enter into this Agreement, and have the power to do so.

            NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties agree as follows:

1.   Employment.   The Company hereby employs the Employee and the Employee hereby accepts employment upon and agrees to the terms and conditions set forth herein.

2.   Term.   The term of employment under this Agreement (the “Term”) shall commence upon execution of this Agreement by both parties and end on December 31, 2025; provided, however, that beginning on January 1, 2026, and each January 1 thereafter, the Term of this Agreement shall automatically be extended for one additional calendar year unless, on or before November 1 of the preceding year, either party gives notice that employment under this Agreement will not be so extended; and further provided that if a Change of Control (as defined below) occurs during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of 12 months beyond the month in which the Change of Control occurred.

Notwithstanding the foregoing, as provided in Section 7(c), this Agreement shall terminate immediately upon the Employee’s death, disability or retirement, or if the Employee voluntarily terminates his employment under circumstances to which Section 7(d) does not apply.

3.   Compensation.

a.   Salary.    During the Employee’s employment hereunder, the Company shall pay the Employee for all services rendered by the Employee a base salary at an annual rate of at least $500,000 with upward annual adjustments as the Company shall deem appropriate from time to time and as approved according to the general practices of and under the authority levels required by the Company. Such salary shall be payable to the Employee in accordance with the Company’s usual paying practices for salaried employees.

b.   Annual Cash Bonus. In addition to base salary, the Employee shall be entitled to participate in the Company’s annual incentive program with a bonus opportunity of between 0% and 150% of the Employee’s base salary. The actual amount of such bonus for any fiscal year shall be related to the achievement of certain performance objectives to be set at the beginning of each fiscal year by the Compensation and Social Principles Committee of the Board (the “Committee”). The Committee may increase the maximum amount of the Employee’s annual bonus opportunity in its discretion. Nothing in this Agreement, however, shall be construed as a guarantee of an annual payment of the annual cash bonus. The annual bonus, if any, shall be paid to the Employee in a single lump sum as soon as reasonably practicable following the end of the fiscal year to which it relates, but in no event later than 90 days after the end of such fiscal year.

c.   Other Executive Compensation Benefits.   The Employee shall also be eligible for any other executive compensation policies, benefits, plans, or programs as are afforded generally by the Company from time to time to its senior personnel, including but not limited to grants of stock options and other equity awards. Nothing in this Agreement, however, shall be construed as a guarantee that the Board or the Committee will approve any level of such benefits that are at the sole discretion of the Board or the Committee.

d.   Other Salaried Benefits.   The Employee shall also be eligible for any employee benefit plans, policies, or programs as are generally available from time to time to other salaried employees of the Company.

4.   Duties.   The Employee shall perform his duties as Senior Vice President, New Construction & Growth and shall faithfully and to the best of his ability perform such duties and responsibilities as may be reasonably assigned by the Company’s Chief Executive Officer.

5.   Extent of Services.   During the Employee’s employment hereunder, the Company expects and the Employee agrees that the Employee shall devote sufficient time, attention, and energy to the business of the Company so as to adequately fulfill his assigned duties and responsibilities. Furthermore, the Company and the Employee agree that the business of the Company shall take reasonable priority over any other active business engaged in by the Employee.

6.   Restrictive Covenants.

a.   Non-competition Restriction.   Except with the prior written consent of the Company, the Employee shall not, either during his employment hereunder or for the period of time after termination of his employment hereunder during which the Employee accepts severance payments pursuant to Section 7(b) (if applicable), directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected in any manner with the management, operation, ownership or control of any business or venture

in competition in the United States with the business of the Company. For purposes of this Section 6(a), a business or venture shall be deemed to be in competition with the business of the Company if that business or venture or any of its affiliates manufactures, distributes, or otherwise engages in the design, sale, or transportation of cabinets for residential use, including but not limited to such cabinet products intended for the primary use in the kitchen or bathroom. Nothing in this Section 6(a) however, shall prohibit the Employee from owning securities of the Company or from owning as an inactive investor up to 5% of the outstanding voting securities of any issuer which is listed on the New York Stock Exchange, American Stock Exchange or the NASDAQ Stock Market or any of their respective successors. If the Employee directly or indirectly manages, operates, controls, is employed by, participates in, consults with, renders services to, or is connected in any manner with the management, operation, ownership or control of any business or venture which is in competition in the United States with the business of the Company, then the Company shall be entitled to immediately terminate any and all severance payments being made pursuant to Section 7(b), if any, and other benefits to which the Employee would otherwise be entitled.

b.   Non-solicitation Agreement.   Except with the prior written consent of the Company, the Employee shall not directly or indirectly seek to employ, entice away or in any other manner persuade or attempt to persuade any person employed by the Company or any of its subsidiaries to leave the employ of any of them. Notwithstanding the foregoing, if any person employed by the Company or any of its subsidiaries who is not an officer, vice president, regional sales manager or operations manager of the Company or its subsidiaries actively seeks out the Employee and initiates contact with the Employee for purposes of obtaining employment with the Employee at the Employee’s then place of business, such action shall not constitute a violation of this provision. The provisions of this Section 6(b) shall remain in full force and effect for a period of 12 months after the end of the Term.

c.   Confidential Information.   The Employee further agrees to keep confidential, and not to use for his personal benefit or for any other person’s benefit, any and all proprietary information received by the Employee relating to inventions, products, production methods, financial matters, sources of supply, markets, marketing methods and customers of the Company in existence on the date hereof or developed by or for the Company during the Term. This Section 6(c) shall remain in full force and effect after the Term without limit in point of time, but shall cease to apply to information that legitimately comes into the public domain.

d.   Specific Enforcement.   It is agreed and understood by the parties hereto that, in view of the nature of the business of the Company, the restrictions in subsections 6(a), (b) and (c) above are reasonable and necessary to protect the legitimate interests of the Company, monetary damages alone are not an adequate remedy for any breach of such provisions, and any violation thereof would result in irreparable injuries to the Company. The Employee therefore acknowledges that, in the event of his violation of any of such restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive

relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

e.   Extension.   If Employee breaches Section 6(a) above, the duration of the period identified shall be computed from the date he resumes compliance with the covenant or from the date Employer is granted injunctive or other equitable relief by a court of competent jurisdiction enforcing the covenant, whichever shall first occur, reduced by the number of days Employee was not in breach of the covenant after termination of employment, or any delay in filing suit, whichever is greater.

7.   Termination of Employment and Severance Payments.

a.   Termination by the Company for Cause.   During the Term, the Company may terminate the Employee’s employment under this Agreement at any time for Cause (as hereinafter defined) upon written notice specifying the Cause and the date of termination. Payments under this Agreement shall cease as of the date of termination for Cause. For purposes of this Agreement, “Cause” means neglect of duty which is not corrected after 90 days’ written notice thereof; misconduct, malfeasance, fraud or dishonesty which materially and adversely affects the Company or its reputation in the industry; or the conviction for, or the entering of a plea of Nolo Contendere to, a felony or a crime involving moral turpitude.

b.   Termination by the Company without Cause or Decision by the Company to Not Extend the Term.   During the Term, the Company may terminate the Employee’s employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination. If on an effective date that is during the Term, the Company terminates the Employee’s employment for reasons other than Cause (which includes but is not limited to termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without Cause), or the Company notifies the Employee in accordance with Section 2 that it has decided not to extend the Term of this Agreement, then the Company shall pay the Employee severance payments equal in total to 1.00 times his base salary, paid over a period of 12 months. For purposes of the preceding sentence, the Employee’s base salary shall be equal to the greater of (i) the base salary in effect on the date of termination or (ii) the Employee’s highest base salary rate in effect during the Term of this Agreement. Subject to payment timing requirements of subsection (f) below which may cause a delay in payments for the Employee, severance payments shall be made in accordance with the Company’s usual payroll practices for salaried employees beginning with the period immediately following the Employee’s termination of employment. Notwithstanding the foregoing, if the Company terminates the Employee’s employment for reasons other than for Cause, or the Company notifies the Employee in accordance with Section 2 that it has decided not to extend the Term of the Agreement and such termination date or last day of the Term of the Agreement is within either (i) three months before a Change in Control, or (ii) one year after a

Change in Control, then the Employee shall receive the severance benefit under Section 7(e) rather than and in lieu of any amounts payable under this Section 7(b). The severance benefit payable pursuant to the preceding sentence shall be paid at the time and form set forth in Section 7(e).

c.   Termination in Event of Death, Disability, Retirement, or Voluntary Resignation by the Employee.   If the Employee dies, becomes disabled, or retires during the Term, or if the Employee voluntarily terminates his employment during the Term under circumstances to which Section 7(d) does not apply, his employment under this Agreement shall terminate immediately and payment of his base salary hereunder shall cease as of the date of termination; provided, however, that the Company shall remain liable for payment of any compensation owing but not paid as of the date of termination for services rendered before termination of employment. For purposes of this Agreement, the Employee shall be deemed to be disabled if the Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

d.   Termination on Change of Control.   By delivering 15 days’ written notice to the Company, the Employee may terminate his employment for Good Reason under this Agreement at any time within one year after a Change in Control.

For purposes of this Agreement, “Good Reason” means a change in circumstances described in (i), (ii), (iii), (iv) or (v):

i.The Employee’s base salary is reduced,

ii.The Employee is not in good faith considered for a bonus as described in Section 3(b).

iii.The Employee is not in good faith considered for other executive compensation benefits as described in Section 3(c).

iv.The Employee’s place of employment is relocated to a location further than 50 miles from Employee’s current place of employment, or

v.The Employee’s working conditions or management responsibilities are substantially diminished (other than on account of the Employee’s disability, as defined in Section 7(c).

provided, however, that if the Employee consents in writing to a change in circumstance, “Good Reason” as defined above, will not include the change in circumstance to which the Employee has consented.

For purposes of this Agreement, “Change of Control” means an event described in (i), (ii), (iii), or (iv):

i.The acquisition by a Group of Beneficial Ownership of 30% or more of the Stock or the Voting Power of the Company, but excluding for this purpose: (A) any acquisition of Stock by the Company (or a subsidiary), or an employee benefit plan of the Company; (B) any acquisition of Stock by management employees of the Company; or (C) the ownership of Stock by a Group that owns 30% or more of the Stock or Voting Power of the Company on the date of this Agreement; provided, however, that the acquisition of additional Stock by any such Group other than management employees in an amount greater than 5% of the then outstanding Stock shall not be excluded and shall constitute a Change of Control.

ii.Individuals who constitute the Board of Directors of the Company on the date of this Agreement (the “Incumbent Board”) cease to constitute at least a majority of the Board of Directors of the Company, provided that any individual who becomes a director of the Company subsequent to the date of this Agreement, whose election or nomination for election by the Company’s shareholders was approved by vote of at least a majority of directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board, and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall not be deemed a member of the incumbent Board;

iii.Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, in which the owners of 100% of the Stock or Voting Power of the Company do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the outstanding shares of common stock or Voting Power of the corporation or other entity resulting from such reorganization, merger or consolidation.

iv.A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

For purposes of this Agreement, “Group” means any individual , entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Act; “Beneficial Ownership” has the meaning in Rule 13d-3 promulgated under the Act; “Stock” means the then outstanding shares of common stock of the Company; and “Voting Power” means the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors.

Notwithstanding anything in this paragraph (d) to the contrary, a “Change in Control” shall not have occurred under this Agreement unless the event also meets the requirements of a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of assets of a corporation” under Treasury Regulation 1.409A-3(i)(5).

                      e.   Severance Payments.   If the Employee terminates his employment within one year after a Change of Control pursuant to Section 7(d), or if the Company terminates the Employee’s employment for any reason other than Cause (as defined in Section 7(a)) either within three months before or within one year after a Change of Control, the Employee shall be entitled to a severance payment under this Section 7(e) in an amount equal to two times the sum of (i) the Employee’s annual base salary rate in effect at the termination of employment or, if greater, the Employee’s largest annual base salary rate in effect during the Term of this Agreement, plus (ii) an amount equal to the greater of the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which employment is terminated or 60% of the maximum eligible annual cash bonus for the year of termination. Subject to payment timing requirements of subsection (f) below which may cause a delay in the payments to the Employee, this severance payment shall be made to the Employee in a single lump sum within 10 business days of the date of the Employee’s termination of employment. Notwithstanding the preceding sentence, the Employee may elect, in the Employee’s sole discretion, to waive the Employee’s right to receive, and release the Company from payment of, any amounts otherwise payable to Employee hereunder, in order to avoid application of the excise tax provisions of Code Section 4999 (as well as any successor or similar sections thereof), if the total net after-tax amount payable to Employee hereunder after such waiver and release would exceed the total net after-tax amount payable to Employee after application of said excise tax.

f.   Payment Timing.   The parties anticipate that the Employee will be a “specified employee” as defined in Section 409A of the Code at a termination. The determination of whether the Employee is a specified employee shall be determined under the policy established by the Company. In the event that the Employee is a specified employee at the termination and the termination is described in clause (b), (c) or (e), any amount due or payable other than on account of death or disability under paragraphs (b), (c) or (e) within the six months after the termination shall be paid in a lump sum payment on the first business day that is more than six months after the termination.

g.   Separation from Service.   Notwithstanding anything in this Agreement to the contrary, the Employee’s employment shall be deemed to have terminated if, and only if, such termination constitutes a “separation form service” within the meaning of Section 409A of the Code.

h.     Treatment of Outstanding Equity Awards Upon a Change of Control.

i.Notwithstanding the terms of the Agreement or the terms of any award agreement between the Employee and the Company regarding any stock option, restricted stock unit or other type of equity- or equity-based award

that is outstanding on or after of the Effective Date (an “Outstanding Equity Award”) to the contrary, then any unvested Outstanding Equity Award shall become immediately vested and nonforfeitable in connection with a Change of Control (or other similar term, in each case as defined in the applicable award agreement) only if both the Change of Control actually occurs and, on or at any time following the date of the Change of Control, either (1) the Employee’s employment with the Company or any successor of the Company or parent or other affiliate thereof is involuntarily terminated by the Company (or any such successor or parent or affiliate) without Cause (as defined in the applicable award agreement, or if not defined therein, as defined in Section 7(a) above) or (2) the Employee voluntarily terminates his employment with the Company (or any such successor or parent or affiliate) for Good Reason (as defined in the applicable award agreement, or if not defined therein, as defined in Section 7(d) above); provided, however, that if the Employee’s employment with the Company terminates prior to the date of a Change of Control as a result of either the involuntary termination of the Employee’s employment by the Company without Cause or the Employee’s voluntary termination of his employment for Good Reason, and in either case such termination of employment occurs on or after the date of execution of a definitive agreement that, if consummated, would result in the occurrence of a Change of Control, then the Employee shall, as of the date of such termination of employment, conditionally vest (subject to consummation of the Change of Control) in any Outstanding Equity Award that is then unvested and does not otherwise vest by its terms in connection with such termination of employment.

ii.Employee agrees and acknowledges that this Section 7(h) amends the terms of any agreement between the Company and the Employee regarding any Outstanding Executive Award, to the extent inconsistent herewith, and any such agreement shall be interpreted for all intents and purposes so as to achieve the objective of this Section 7(h), which is to provide for only “double trigger” vesting of outstanding equity- or equity-based awards in connection with a Change of Control. Notwithstanding anything herein to the contrary, this Section 7(h) shall not alter the time or form of any payment under any Outstanding Equity Award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended.

8.   Vacation.   During the Term, the Employee shall be entitled to a vacation in each calendar year in accordance with the Company’s policy during which vacation his compensation shall be paid in full.

9.   Insurance.   In accordance with Section 3(d), while he is employed by the Company, the Employee and his eligible dependents as insureds shall be covered under existing insurance policies on the same terms and conditions as offered to all full-time salaried employees. In accordance with Company policy, coverage under the Company’s insurance policies terminates on the date that employment terminates. If the Company terminates the Employee’s employment during the Term of this Agreement for any reason except Cause, or if the Employee terminates his employment within two years following a Change of Control as contemplated by Section 7(d), the Company shall reimburse the Employee for the required COBRA premiums, to the extent the Company subsidizes the group medical plan premium for active salaried employees, for a period not to exceed 12 months so long as the Employee is not eligible for coverage under another group medical plan. If the Employee becomes eligible for coverage under another group medical plan, the Company shall cease reimbursement for COBRA premiums on the date the Employee first becomes eligible for coverage under the other plan. The Company’s reimbursement for COBRA premiums shall include a separate reimbursement amount for the Employee’s tax liability on the COBRA premiums at the Employee’s incremental tax rate (the “Gross-up Amount”). The Gross-up Amount shall be paid by the Company to the Employee by March 15 of the calendar year following the calendar year for which such COBRA premiums are applied. Notwithstanding the foregoing, the Gross-up Amount due or payable within six months after termination of employment shall be paid in a lump sum payment on the first business day that is more than six months after the termination. Nothing in this Section 9 shall be interpreted to prohibit the Company from changing or terminating any benefit package or program at any time and from time to time so long as the benefits hereunder, considered in the aggregate, are comparable at any given time to the benefits provided to similarly situated employees of the Company at that time.

10.   Notice.   All notices, requests, demands and other communications hereunder shall be in writing and shall be effective upon the mailing thereof by registered or certified mail, postage prepaid, and addressed as set forth below:

a.If to the Company:

Mr. M. Scott Culbreth

President and Chief Executive Officer

American Woodmark Corporation

561 Shady Elm Rd.

Winchester, VA 22602

b.If to the Employee:

Mr. Jimmy Mason

c/o American Woodmark Corporation

561 Shady Elm Rd.

Winchester, VA 22602

        Any party may change the address to which notices are to be addressed by giving the other party written notice in the manner herein set forth.

11.   Waiver of Breach.    Waiver by either party of a breach of any provision of this Agreement by the other shall not operate as a waiver of any subsequent breach by such other party.

12.   Entire Agreement.   This Agreement contains the entire agreement of the parties in this matter and supersedes any other agreement, oral or written, concerning the employment or compensation of the Employee by the Company. It may be changed only by an agreement in writing signed by both parties hereto.

13.   409A Compliance.   The parties intend that this Agreement be administered in compliance with Section 409A of the Code and the regulations thereunder.

14. Recovery of Awards. Notwithstanding any provisions in this Agreement to the contrary, any compensation, payments, or benefits provided hereunder (or profits realized from the sale of shares of Company common stock delivered hereunder), whether in the form of cash or otherwise, shall be subject to recoupment and recapture to the extent necessary to comply with the requirements of any Company-adopted policy and/or laws or regulations, including, but not limited to, the Act, Section 304 of the Sarbanes Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the NASDAQ Stock Market rules or regulations promulgated thereunder with respect to such laws, regulations and/or securities exchange listing requirements, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to such compensation, payments or benefits and recovery of amounts relating thereto. The Employee agrees and acknowledges that he is subject to (including retroactively), obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover, recoup or recapture such compensation, payments or benefits pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited

to, executing, completing and submitting any documentation necessary to recover, recoup or recapture these amounts from past or future compensation, without any additional consideration or cooperation from the Employee.  

15.    Governing Law.    This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

16.   Benefit.   This Agreement shall inure to the benefit of, and shall be binding upon, and shall be enforceable by and against the Company, its successors and assigns, and the Employee, his heirs, beneficiaries and legal representatives.

17.   Invalid Provisions.   It is not the intention of either party to this Agreement to violate any public policy, or any statutory or common law. If any sentence, paragraph, clause or combination of the same in this Agreement is in violation of the law of any State where applicable, such sentence, paragraph, clause or combination of the same shall be void in the jurisdictions where it is unlawful, and the remainder of the Agreement shall be binding on the Parties. However, the Parties agree, and it is their desire that a court should substitute for each illegal, invalid or unenforceable covenant a reasonable and judicially-enforceable limitation in its place, and that as so modified the covenant shall be as fully enforceable as if set forth herein by the Parties themselves in the modified form.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement as of the Effective Date.

AMERICAN WOODMARK CORPORATION

By: __/s/Scott Culbreth______________________

Mr. M. Scott Culbreth

President and Chief Executive Officer

EMPLOYEE

By: _/s/Jimmy Mason_______________________

Mr. Jimmy Mason

Senior Vice President, New Construction & Growth

EX-31.1

Exhibit 31.1

CERTIFICATION UNDER SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, M. Scott Culbreth, certify that:

1.I have reviewed this report on Form 10-Q of American Woodmark Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ M. Scott Culbreth

M. Scott Culbreth

President and Chief Executive Officer and Interim Principal Financial Officer

(Principal Executive Officer and Interim Principal Accounting Officer)

August 26, 2025

EX-32.1

Exhibit 32.1

CERTIFICATION

The undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.The Quarterly Report on Form 10-Q of American Woodmark Corporation (the “Company”) for the quarter ended July 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 26, 2025	/s/ M. Scott Culbreth
	M. Scott Culbreth
	President and Chief Executive Officer and Interim Principal Financial and Accounting Officer
	(Principal Executive Officer and Interim Principal Financial and Accounting Officer)

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Cover Page - shares	3 Months Ended
	Jul. 31, 2025	Aug. 25, 2025
Cover [Abstract]
Entity Central Index Key	0000794619
Current Fiscal Year End Date	--04-30
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q1
Amendment Flag	false
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jul. 31, 2025
Document Transition Report	false
Entity File Number	000-14798
Entity Registrant Name	American Woodmark Corp
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	54-1138147
Entity Address, Address Line One	561 Shady Elm Road,
Entity Address, City or Town	Winchester,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22602
City Area Code	540
Local Phone Number	665-9100
Title of 12(b) Security	Common Stock
Trading Symbol	AMWD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,568,987

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jul. 31, 2025	Apr. 30, 2025
Current Assets
Cash and cash equivalents	$ 54,914	$ 48,195
Customer receivables, net	109,957	111,171
Inventories	181,739	178,111
Income taxes receivable	2,567	2,567
Prepaid expenses and other assets	27,088	24,409
Total Current Assets	376,265	364,453
Property, plant and equipment, net	242,882	244,989
Operating lease right-of-use assets	124,606	128,907
Goodwill	767,612	767,612
Promotional displays, net	3,785	3,992
Deferred income taxes	6,615	11,486
Other long-term assets, net	49,038	49,130
TOTAL ASSETS	1,570,803	1,570,569
Current Liabilities
Accounts payable	57,476	50,294
Current maturities of long-term debt	7,543	7,659
Short-term lease liability - operating	34,070	33,598
Accrued compensation and related expenses	47,070	51,511
Accrued marketing expenses	13,495	12,209
Other accrued expenses	24,812	27,671
Total Current Liabilities	184,466	182,942
Long-term debt, less current maturities	364,789	365,825
Deferred income taxes	1,081	0
Long-term lease liability - operating	97,860	102,846
Other long-term liabilities	2,308	2,958
Shareholders' Equity
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued	0	0
Common stock, no par value; 40,000,000 shares authorized; issued and outstanding shares: at July 31, 2025: 14,558,035; at April 30, 2025: 14,612,706	343,288	346,453
Retained earnings	575,605	568,990
Accumulated Other Comprehensive Income (Loss), Net of Tax	1,406	555
Total Shareholders' Equity	920,299	915,998
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 1,570,803	$ 1,570,569

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jul. 31, 2025	Apr. 30, 2025
Statement of Financial Position [Abstract]
Preferred stock, par value (in usd per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Common stock, no par value (in usd per share)	$ 0	$ 0
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	14,558,035	14,612,706
Common stock, shares outstanding	14,558,035	14,612,706

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Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
Income Statement [Abstract]
Net sales	$ 403,046	$ 459,128
Cost of sales and distribution	335,556	366,262
Gross Profit	67,490	92,866
Selling and marketing expenses	23,563	24,337
General and administrative expenses	22,913	21,502
Restructuring charges, net	822	0
Operating Income	20,192	47,027
Interest expense, net	4,136	2,290
Other (income) expense, net	(3,619)	5,240
Income Before Income Taxes	19,675	39,497
Income tax expense	5,080	9,864
Net Income	$ 14,595	$ 29,633
Weighted Average Shares Outstanding
Basic (in shares)	14,510,721	15,550,517
Diluted (in shares)	14,569,734	15,673,570
Earnings per share
Basic (in usd per share)	$ 1.01	$ 1.91
Diluted (in usd per share)	$ 1.00	$ 1.89

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
Statement of Comprehensive Income [Abstract]
Net income	$ 14,595	$ 29,633
Other comprehensive income (loss), net of tax:
Change in cash flow hedges (swap), net of taxes (benefit) of $285 and $(719) for the three-months ended July 31, 2025 and 2024, respectively	851	(2,142)
Total Comprehensive Income	$ 15,446	$ 27,491

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
Cash Flow Hedging
Change In Pension Benefits And Derivative Hedging Activities [Line Items]
Other comprehensive income, deferred tax	$ 285	$ (719)

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Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	COMMON STOCK	RETAINED EARNINGS	ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance at beginning of period (shares) at Apr. 30, 2024		15,653,463
Balance at beginning of period at Apr. 30, 2024	$ 910,376	$ 359,784	$ 543,274	$ 7,318
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	29,633		29,633
Other comprehensive income (loss), net of tax	(2,142)			(2,142)
Stock-based compensation	2,941	$ 2,941
Exercise of stock-based compensation awards, net of amounts withheld for taxes (shares)		46,959
Exercise of stock-based compensation awards, net of amounts withheld for taxes	(2,730)	$ (2,730)
Stock repurchases (shares)		(271,460)
Stock repurchases	(24,239)	$ (5,525)	(18,714)
Balance at end of period (shares) at Jul. 31, 2024		15,428,962
Balance at end of period at Jul. 31, 2024	$ 913,839	$ 354,470	554,193	5,176
Balance at beginning of period (shares) at Apr. 30, 2025	14,612,706	14,612,706
Balance at beginning of period at Apr. 30, 2025	$ 915,998	$ 346,453	568,990	555
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	14,595		14,595
Other comprehensive income (loss), net of tax	851			851
Stock-based compensation	2,260	$ 2,260
Exercise of stock-based compensation awards, net of amounts withheld for taxes (shares)		100,578
Exercise of stock-based compensation awards, net of amounts withheld for taxes	(3,894)	$ (3,894)
Stock repurchases (shares)		(209,757)
Stock repurchases	(12,407)	$ (4,427)	(7,980)
Employee benefit plan contributions (shares)		54,508
Employee benefit plan contributions	$ 2,896	$ 2,896
Balance at end of period (shares) at Jul. 31, 2025	14,558,035	14,558,035
Balance at end of period at Jul. 31, 2025	$ 920,299	$ 343,288	$ 575,605	$ 1,406

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
OPERATING ACTIVITIES
Net income	$ 14,595	$ 29,633
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	15,811	12,802
Net loss on disposal of property, plant and equipment	294	58
Reduction in the carrying amount of operating lease right-of-use assets	10,045	9,190
Amortization of debt issuance costs	204	208
Change in fair value of foreign exchange forward contracts	(3,556)	5,309
Stock-based compensation expense	2,260	2,941
Deferred income tax benefit	6,868	903
Contributions of employer stock to employee benefit plan	2,896	0
Other non-cash items	1,989	663
Changes in operating assets and liabilities:
Customer receivables, net	659	596
Income taxes receivable/payable	0	8,767
Inventories	(5,514)	(18,954)
Prepaid expenses and other assets	(5,891)	(10,184)
Accounts payable	5,138	3,019
Accrued compensation and related expenses	(4,374)	(5,032)
Operating lease liabilities	(10,259)	(9,190)
Marketing and other accrued expenses	1,913	10,082
Net Cash Provided by Operating Activities	33,078	40,811
INVESTING ACTIVITIES
Payments to acquire property, plant and equipment	(7,809)	(11,300)
Proceeds from sales of property, plant and equipment	12	5
Investment in promotional displays	(327)	(99)
Net Cash Used by Investing Activities	(8,124)	(11,394)
FINANCING ACTIVITIES
Payments of long-term debt	(1,934)	(781)
Repurchase of common stock	(12,407)	(24,039)
Withholding of employee taxes related to stock-based compensation	(3,894)	(2,730)
Net Cash Used by Financing Activities	(18,235)	(27,550)
Net Increase in Cash and Cash Equivalents	6,719	1,867
Cash and Cash Equivalents, Beginning of Period	48,195	87,398
Cash and Cash Equivalents, End of Period	54,914	89,265
Non-cash investing and financing activities:
Property, plant and equipment	2,044	2,139
Cash paid during the period for:
Interest	5,092	3,795
Income taxes	$ 145	$ 303

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Basis of Presentation

3 Months Ended

Jul. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2026 ("fiscal 2026"). The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2025 ("fiscal 2025") filed with the U.S. Securities and Exchange Commission ("SEC").

Goodwill: Goodwill represents the excess of purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company does not amortize goodwill but evaluates for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company will perform the annual assessment on the first day of the fourth quarter unless an indicator of impairment exists prior to the annual assessment and the Company determines it is more likely than not that the fair value of the goodwill is below its carrying value.

In accordance with accounting standards, when evaluating goodwill, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill is impaired. If, after such assessment, an entity concludes that it is more likely than not that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value using a quantitative impairment test, and if impaired, goodwill must be written down by the amount that the carrying value exceeds the fair value of the reporting unit.

On August 5, 2025, the Company entered into a definitive merger agreement with MasterBrand, Inc., a Delaware corporation (“MasterBrand”). See Note R — Subsequent Events for additional information. The Company included the implied consideration of the merger transaction in its evaluation of indicators of impairment as of July 31, 2025. There were no impairment charges related to goodwill for the three-month periods ended July 31, 2025 and 2024. The Company will continue to evaluate the implied consideration of the merger transaction against its carrying value, which could result in future impairment charges given, among other factors, the volatility in the Company’s stock price.

Cloud Computing Software, Net: Cloud computing software is stated on the basis of cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 8 years. As of July 31, 2025, $41.1 million was recorded in other long-term assets, net on the condensed consolidated balance sheets for cloud computing software.

Derivative Financial Instruments: The Company uses derivatives as part of normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt and foreign exchange rates. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to add stability to interest expense, manage the Company's exposure to interest rate movements, and manage the risk from adverse fluctuations in foreign exchange rates.

The Company uses interest rate swap contracts to manage interest rate exposures. The Company records outstanding swap contracts in the condensed consolidated balance sheets at fair value. Changes in the fair value of interest rate swap contracts designated as cash flow hedges are recorded in accumulated other comprehensive income and subsequently reclassified into net income in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in net income.

The Company also manages risks through the use of foreign exchange forward contracts. The Company recognizes its outstanding forward contracts in the condensed consolidated balance sheets at fair value. The Company has both forwards that are designated as accounting hedges and that are not designated as accounting hedges. See Note K — Derivative Financial Instruments for additional information.

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New Accounting Pronouncements

3 Months Ended

Jul. 31, 2025

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure in the notes to the condensed consolidated financial statements of specified information about certain costs and expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to condensed consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the condensed consolidated financial statements. The Company is currently evaluating the disclosure impacts of this ASU on its consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09 “Improvements to Income Tax Disclosures.” The amendments in this ASU are intended to increase transparency through improvements to income tax disclosures primarily related to the income tax rate reconciliation and income taxes paid information. This standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the disclosure impacts of ASU 2023-09 on its consolidated financial statements and related disclosures; however, it does not expect this update to have an impact on its financial condition or results of operations.

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Earnings Per Share

3 Months Ended

Jul. 31, 2025

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended
	July 31,
(in thousands, except per share amounts)	2025		2024
Numerator used in basic and diluted net earnings
per common share:
Net income	$	14,595	$	29,633
Denominator:
Denominator for basic earnings per common
share - weighted-average shares	14,511		15,551
Effect of dilutive securities:
Stock options and restricted stock units	59		123
Denominator for diluted earnings per common
share - weighted-average shares and assumed
conversions	14,570		15,674
Earnings per share
Basic	$	1.01	$	1.91
Diluted	$	1.00	$	1.89

There were no potentially dilutive securities for the three-month periods ended July 31, 2025 and 2024, which were excluded from the calculation of earnings per diluted share.

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Stock-Based Compensation

3 Months Ended

Jul. 31, 2025

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The Company has various stock-based compensation plans. During the three-months ended July 31, 2025, the Company's Board of Directors (the "Board") approved grants of service-based restricted stock units ("RSUs") and performance-based RSUs to key employees. The performance-based RSUs entitle the recipients to receive one share of the Company's common stock per unit granted if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units cliff vest at the end of the three-year vesting period. The service-based RSUs granted to key employees entitle the recipients to receive one share of the Company's common stock per unit granted if they remain continuously employed with the Company until the units vest. Service-based RSUs granted to employees vest one-third on each of the first, second and third anniversaries of the grant date. The Board of Directors also approved special retention awards to the Company's executive officers. The special retention awards consist of service-based RSUs that cliff vest one year from the date of award. The Compensation Committee of the Board approved these special retention awards to maintain the continuity of the Company’s management team, promote retention of critical leadership talent and focus on long-term value creation by further

aligning management’s interests with those of the Company’s shareholders, following the recent departure of the Company’s chief financial officer during a challenging business environment and increased economic uncertainty. The fair value of the Company's RSU awards is expensed on a straight-line basis over the vesting period of the RSUs to the extent the Company believes it is probable the related performance criteria, if any, will be met.

The following table summarizes the Company's stock-based compensations grants for the three months ended July 31, 2025:

(in thousands, except per share amounts)	Stock Awards Granted
Service-based RSUs	114,460
Performance-based RSUs	158,010

For the three months ended July 31, 2025 and 2024, stock-based compensation expense was allocated as follows: 

	Three Months Ended
	July 31,
(in thousands)	2025		2024
Cost of sales and distribution	$	524	$	541
Selling and marketing expenses	466		573
General and administrative expenses	1,270		1,827
Stock-based compensation expense	$	2,260	$	2,941

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Customer Receivables

3 Months Ended

Jul. 31, 2025

Accounts Receivable, after Allowance for Credit Loss [Abstract]

Customer Receivables

Customer Receivables, Net

The components of customer receivables, net were: 

	July 31,		April 30,
(in thousands)	2025		2025
Gross customer receivables	$	118,416	$	118,285
Less:
Allowance for credit losses	(269)		(234)
Allowance for returns and discounts	(8,190)		(6,880)
Customer receivables, net	$	109,957	$	111,171

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Inventories

3 Months Ended

Jul. 31, 2025

Inventory, Net [Abstract]

Inventories

Inventories

The components of inventories were: 

	July 31,		April 30,
(in thousands)	2025		2025
Raw materials	$	79,826	$	79,258
Work-in-process	43,482		47,979
Finished goods	58,431		50,874
Total inventories	$	181,739	$	178,111

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Property, Plant and Equipment

3 Months Ended

Jul. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment, Net

The components of property, plant and equipment, net were:

	July 31,		April 30,
(in thousands)	2025		2025
Land	$	4,369	$	4,264
Buildings and improvements	133,346		133,251
Buildings and improvements - finance leases	11,164		11,164
Machinery and equipment	413,964		410,287
Machinery and equipment - finance leases	31,526		32,434
Software	34,290		34,107
Construction in progress	26,334		24,105
Total property, plant and equipment	654,993		649,612
Less accumulated depreciation and amortization	(412,111)		(404,623)
Property, plant and equipment, net	$	242,882	$	244,989

Depreciation and amortization expense on property, plant and equipment, net amounted to $12.6 million and $11.2 million for the three-months ended July 31, 2025 and 2024, respectively. Accumulated amortization on finance leases included in the above table amounted to $30.8 million and $31.5 million as of July 31, 2025 and April 30, 2025, respectively.

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Product Warranty

3 Months Ended

Jul. 31, 2025

Product Warranties Disclosures [Abstract]

Product Warranty

Product Warranty

The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and sales. The warranty accrual is reviewed quarterly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within two months of the original shipment date.

The following is a reconciliation of the Company's warranty liability, which is included in other accrued expenses on the condensed consolidated balance sheets: 

	Three Months Ended
	July 31,
(in thousands)	2025		2024
Beginning balance at May 1	$	4,161	$	5,581
Accrual	4,273		4,878
Settlements	(4,355)		(5,253)
Ending balance at July 31	$	4,079	$	5,206

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Fair Value Measurements

3 Months Ended

Jul. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the following definitions:

Level 1- Investments with quoted prices in active markets for identical assets or liabilities. The Company's cash equivalents are invested in money market funds and mutual funds. The Company's mutual fund investment assets represent contributions made and invested on behalf of the Company's former executive officers in a supplementary employee retirement plan.

Level 2- Investments with observable inputs other than Level 1 prices, such as: quoted prices for similar assets or liabilities; 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. The Company has no Level 3 assets or liabilities measured on a recurring basis.

The Company's financial instruments include cash and equivalents, marketable securities, and other investments; accounts receivable and accounts payable; interest rate swap and foreign exchange forward contracts; and short- and long-term debt. The carrying values of cash and equivalents, accounts receivable and payable, and short-term debt on the condensed consolidated balance sheets approximate their fair value due to the short maturities of these items. The interest rate swap and foreign exchange forward contracts were marked to market and therefore represent fair value. The fair values of these contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The following table summarizes the fair value of assets that are recorded in the Company's consolidated financial statements as of July 31, 2025 and April 30, 2025 at fair value on a recurring basis (in thousands):

	Fair Value Measurements
	As of July 31, 2025
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	174	$	—	$	—
Interest rate swap contracts	—		1,206		—
Foreign exchange forward contracts	—		678		—
Total assets at fair value	$	174	$	1,884	$	—
LIABILITIES:
Foreign exchange forward contracts	$	—	$	1,523	$	—
	As of April 30, 2025
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	163	$	—	$	—
Interest rate swap contracts	—		419		—
Foreign exchange forward contracts	—		325		—
Total assets at fair value	$	163	$	744	$	—
LIABILITIES:
Foreign exchange forward contracts	$	—	$	5,079	$	—

There were no transfers between Level 1, Level 2, or Level 3 for assets measured at fair value on a recurring basis.

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Loans Payable and Long-Term Debt

3 Months Ended

Jul. 31, 2025

Debt Disclosure [Abstract]

Loans Payable and Long-Term Debt

Loans Payable and Long-Term Debt

On October 10, 2024, the Company amended and restated its prior credit agreement. The amended and restated credit agreement (the "A&R Credit Agreement") provides for a $500 million revolving loan facility with a $50 million sub-facility for the issuance of letters of credit (the "Revolving Facility") and a $200 million term loan facility (the "Term Loan Facility"). Also on October 10, 2024, the Company borrowed the entire $200 million under the Term Loan Facility and approximately $173 million under the Revolving Facility to repay in full the approximately $370 million then outstanding under its prior credit agreement, plus accrued and unpaid interest, and to pay related fees and expenses. The Company began repaying the Term Loan Facility in specified quarterly installments beginning on January 31, 2025. The Revolving Facility and Term Loan Facility will mature on October 10, 2029. The refinance was treated as a debt modification under ASC 470.

As of July 31, 2025 and April 30, 2025, approximately $196.3 million and $197.5 million, respectively, was outstanding under the Term Loan Facility. As of both July 31, 2025 and April 30, 2025, $173.4 million was outstanding under the Revolving Facility. Outstanding letters of credit under the Revolving Facility were $11.4 million as of July 31, 2025, leaving

approximately $315.2 million in available capacity under the Revolving Facility as of July 31, 2025. The outstanding balances noted above approximate fair value as the facilities under the A&R Credit Facility have a floating interest rate.

Amounts outstanding under the Term Loan Facility and the Revolving Facility bear interest based on a fluctuating rate measured by reference to either, at the Company's option, a base rate plus an applicable margin or Secured Overnight Financing Rate ("SOFR") (as defined in the A&R Credit Agreement) plus an applicable margin, with the applicable margin being determined by reference to the Company's then-current Secured Net Leverage Ratio (as defined in the A&R Credit Agreement). The Company also incurs a quarterly commitment fee on the average daily unused portion of the Revolving Facility during the applicable quarter at a rate per annum also determined by reference to the Company's then-current Secured Net Leverage Ratio. In addition, a letter of credit fee accrues on the face amount of any outstanding letters of credit at a per annum rate equal to the applicable margin on Term SOFR loans, payable quarterly in arrears. As of July 31, 2025, the applicable margin with respect to base rate loans and Term SOFR loans was 0.50% and 1.50%, respectively, and the commitment fee was 0.23%.

The A&R Credit Agreement includes certain financial covenants that require the Company to maintain (i) a Consolidated Interest Coverage Ratio (as defined in the A&R Credit Agreement) of no less than 2.00 to 1.00 and (ii) a Total Net Leverage Ratio (as defined in the A&R Credit Agreement) of no greater than 4.00 to 1.00, subject, in each case, to certain limited exceptions.

The A&R Credit Agreement includes certain additional covenants, including negative covenants that restrict the ability of the Company and certain of its subsidiaries to incur additional indebtedness, create additional liens on its assets, make certain investments, dispose of its assets, or engage in a merger or other similar transaction, or engage in transactions with affiliates, subject, in each case, to the various exceptions and conditions described in the A&R Credit Agreement. The negative covenants further restrict the ability of the Company and certain of its subsidiaries to make certain restricted payments, including, in the case of the Company, the payment of dividends and the repurchase of common stock, in certain limited circumstances.

As of July 31, 2025, the Company was in compliance with all covenants included in the A&R Credit Agreement.

The Company's obligations under the A&R Credit Agreement are guaranteed by the Company's domestic subsidiaries, and the obligations of the Company and its domestic subsidiaries under the A&R Credit Agreement and their guarantees, respectively, are secured by a pledge of substantially all of their respective personal property.

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Derivative Financial Instruments

3 Months Ended

Jul. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

Interest Rate Swap Contracts

The Company enters into interest rate swap contracts to manage variability in the amount of known or expected cash payments related to portions of its variable rate debt. The interest rate swaps are designated as cash flow hedges. Changes in fair value are recorded to other comprehensive income. The risk management objective in using interest rate swaps is to add stability to interest expense and to manage the Company's exposure to interest rate movements. The interest rate swaps economically convert a portion of the variable rate debt to fixed rate debt. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses in connection with required interest payments on interest rate swaps are recorded in earnings, as a component of interest expense, net to offset variability in interest expense associated with the underlying debt's cash flows.

On May 28, 2021, the Company entered into four interest rate swaps with an aggregate notional amount of $200 million to hedge part of the variable rate interest payments under the Term Loan Facility. The interest rate swaps became effective on May 28, 2021 and terminated on May 30, 2025. The Company received floating interest payments monthly based on one-month SOFR and paid a fixed rate of 0.53% to the counterparty. For the three-month period ended July 31, 2025, $0.5 million of realized gains, net of deferred taxes, were reclassified out of accumulated other comprehensive income (loss) to interest expense, net due to interest received from and payments made to the swap counterparties. For the three-month period ended July 31, 2024, unrealized (losses), net of deferred taxes, of ($0.3) million were recorded in other comprehensive income, and $1.8 million, of realized gains, net of deferred taxes, were reclassified out of accumulated other comprehensive income (loss) to interest expense, net due to interest received from and payments made to the swap counterparties.

On April 29, 2025, the Company entered into five interest rate swaps with an aggregate notional amount of $200 million in year one and $150 million in year two to hedge part of the variable rate interest payments under the Term Loan Facility. The interest rate swaps became effective on May 30, 2025 and will terminate on May 31, 2027. The Company receives floating interest payments monthly based on one-month SOFR and pays a fixed rate of 3.40% to the counterparty. For the three-month period

ended July 31, 2025, unrealized gains, net of deferred taxes, of $1.2 million were recorded in other comprehensive income and $0.2 million of realized gains, net of deferred taxes, were reclassified out of accumulated other comprehensive income (loss) to interest expense, net, due to interest received from and payments made to the swap counterparties.

As of July 31, 2025, the Company anticipates reclassifying approximately $0.9 million of net hedging gains from accumulated other comprehensive income into earnings during the next 12 months to offset the variability of the hedged items during this period.

The fair value of the derivative instruments are included in other assets on the condensed consolidated balance sheets.

Foreign Exchange Forward Contracts

At July 31, 2025, the Company held a target accrual redemption forward agreement to purchase Mexican Pesos across 17 defined fixings. These fixings allow for U.S. dollars to be converted into Pesos at a rate of 18.25 Pesos to one U.S. Dollar. Cumulative profit is capped at an aggregate of approximately $1.8 million over the shorter of the life of the contract fixings or the utilization of the cap. If the spot rate is between 18.25 and 19.00 for a defined fixing then the Company purchases at the spot rate and the profit cap is not impacted. As of July 31, 2025, a liability of $1.5 million is recorded in other accrued expenses on the condensed consolidated balance sheets.

The Company entered into three forward contracts between January 2025 and July 2025 to purchase $265.8 million Mexican Pesos at a cost of $12.9 million with a forward rate between 19.49 and 22.09. The forward contracts are designated as a hedge of the forecasted expenses relating to Mexican Peso expenses from May 2026 to November 2026.

For the three-months ending July 31, 2025, unrealized gains, net of deferred taxes, were $0.3 million and were recorded in other comprehensive income. The transaction is to hedge Peso-denominated expenses against the risk of variability in foreign currency exchange rates between the Peso and U.S. Dollar.

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Income Taxes

3 Months Ended

Jul. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The effective income tax rates for the three-month periods ended July 31, 2025 was 25.8% compared with 25.0% in the comparable period in the prior fiscal year. The effective rate for the three-month period ended July 31, 2025 was higher than the comparable prior year period primarily due to unfavorable stock compensation deductions recognized in the current period.

During the three-months ended July 31, 2025, new tax legislation was enacted under the One Big Beautiful Bill Act (the “Act”). The Act includes a wide range of tax provisions that could impact the Company’s financial results in fiscal 2026 and future periods. Significant impacts stemming from the Act include 2025 and future expensing of U.S. based research and development expenditures under Internal Revenue Code Section 174, coupled with the option to deduct previously capitalized research and development expenditures. The Act also reestablished elective 100% initial-year bonus depreciation. Due to the timing of enactment within our current period end, the Company has undergone efforts to reasonably estimate the impact of the Act to our condensed consolidated financial statements. The Company does not expect the Act to have an impact on income tax expense. The Company is awaiting guidance from the U.S. Department of the Treasury and will continue to evaluate the full impact of the Act.

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Revenue Recognition

3 Months Ended

Jul. 31, 2025

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition

The Company disaggregates revenue from contracts with customers into major sales distribution channels as these categories depict the nature, amount, timing, and uncertainty of revenues and cash flows that are affected by economic factors. The following table disaggregates our consolidated net sales by major sales distribution channels for the three-months ended July 31, 2025 and 2024:

	Three Months Ended
	July 31,
(in thousands)	2025		2024
Home center retailers	$	162,045	$	175,653
Builders	170,950		210,115
Independent dealers and distributors	70,051		73,360
Net Sales	$	403,046	$	459,128

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Concentration of Risk

3 Months Ended

Jul. 31, 2025

Risks and Uncertainties [Abstract]

Concentration of Risk

Concentration of Risks

Financial instruments that potentially subject the Company to concentrations of risk consist primarily of cash and cash equivalents and customer receivables. The Company maintains its cash and cash equivalents with major financial institutions and such balances may, at times, exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk with respect to cash.

Credit is extended to customers based on an evaluation of each customer's financial condition and generally collateral is not required. The Company's customers to whom credit is extended operate in the new home construction and home remodeling markets. 

The Company maintains an allowance for credit losses based upon management's evaluation and judgment of potential net loss. The allowance is estimated based upon historical experience, the effects of current developments and economic conditions, and of each customer's current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.

As of July 31, 2025, the Company's two largest customers, Customers A and B, represented 36.9% and 13.1% of the Company's gross customer receivables, respectively. As of July 31, 2024, Customers A and B represented 28.9% and 15.9% of the Company's gross customer receivables, respectively.

The following table summarizes the percentage of net sales attributable to the Company's two largest customers for the three-months ended July 31, 2025 and 2024:

	Three Months Ended
	July 31,
	2025	2024
Customer A	30.2%	26.7%
Customer B	10.0%	11.5%

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Restructuring

3 Months Ended

Jul. 31, 2025

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring

The Company recognized total pre-tax restructuring charges, net of $0.8 million during the first three months of fiscal 2026. The charges are the result of a reduction in force implemented in the first quarter of fiscal 2026 in Mexico and the closure of the manufacturing plant in Orange, Virginia approved in the third quarter of fiscal 2025. No restructuring charges were recognized during the first three months of fiscal 2025.

The Company recognized pre-tax restructuring charges, net of $0.6 million for the quarter ended July 31, 2025, related to the Mexico reduction in force, which were primarily severance and separation costs. The reduction in force was completed during the first quarter of fiscal 2026.

During the third quarter of fiscal 2025, the Board approved the closure and eventual disposal of its manufacturing plant located in Orange, Virginia. Operations ceased in Orange in March 2025. The Company recognized total pre-tax restructuring charges, net of $0.2 million for the three-months ended July 31, 2025, related to the closure of the plant for facilities and professional fees. The Company may incur between $0.3 million to $2.2 million of additional charges in fiscal 2026 related to the closing of the plant for a total of $3.6 million to $5.5 million, which were primarily recognized in fiscal 2025.

A reserve of $0.1 million for restructuring charges is included in accrued compensation and related expenses in the condensed consolidated balance sheet as of July 31, 2025, which relates to employee termination costs accrued but not yet paid as follows:

	July 31,
(in thousands)	2025
Restructuring reserve balance at May 1	$	434
Expense	442
Payments and adjustments	(820)
Restructuring reserve balance at July 31	$	56

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Other Information

3 Months Ended

Jul. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Other Information

Other Information

The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims, and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by FASB Accounting Standards Codification Topic 450, "Contingencies," the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable, those that are reasonably possible, and those that are deemed to be remote. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss estimates is determined and considered for disclosure. In determining these loss range estimates, the Company considers known values of similar claims and consultation with independent counsel.

The Company believes that the aggregate range of losses stemming from the various suits and asserted and unasserted claims which were deemed to be either probable or reasonably possible was not material as of July 31, 2025, with the exception of the Antidumping and Countervailing Duties Investigation discussed below.

Antidumping and Countervailing Duties Investigation

In February 2020, a conglomeration of domestic manufacturers filed a scope and circumvention petition seeking the imposition of antidumping (“AD”) and countervailing duties (“CVD”) with the United States Department of Commerce (“DOC”) and the United States International Trade Commission (“ITC”) against imports of hardwood plywood assembled in Vietnam using cores sourced from China. In July 2022, the DOC issued a Preliminary Scope Determination and Affirmative Preliminary Determination of Circumvention of the Antidumping and Countervailing Duty Orders (“Preliminary Determination”). In July 2023, the DOC issued a Final Determination of Circumvention of the Antidumping and Countervailing Duty Orders (“Final Determination”).

Included in the Final Determination is a list of Vietnamese suppliers not eligible for certification. AD and CVD cash deposits of 206% are required for imports from the Vietnamese suppliers not eligible for certification. Many of the Vietnamese suppliers appealed their inclusion on the ineligible for certification list in the Preliminary Determination. Because two of the Company’s primary Vietnamese plywood vendors remained on the ineligible for certification list in the Final Determination, the Company recorded a loss on unliquidated customs entries as of Final Determination in July 2023. The loss recorded in the first quarter of fiscal 2024 was $4.9 million, or $3.7 million net of tax. Through the first fiscal quarter of 2026, the Company has remitted deposits of $3.8 million pursuant to the Final Determination. Our last order was placed with these vendors in June 2022.

In May 2025, the DOC issued the Final Results of Administrative Reviews of the Antidumping and Countervailing Duty Orders (“Final Review”). The Final Review found the two Company vendors eligible for certification. The Final Review was not appealed by the petitioners, and the DOC has 6 months to issue refunds of the deposits the Company remitted. The Company released the accrual for deposits not remitted of $1.2 million during the first quarter of fiscal 2026.

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Segment Information

3 Months Ended

Jul. 31, 2025

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company operates as a single operating segment and reportable segment reflecting the integrated nature of its operations across various products, manufacturing platforms and sales channels across the entire United States. Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer, who has final authority over resource allocation decisions, performance assessments, and key operating decisions.

The CODM manages the business on a consolidated basis and measures segment performance using net income. The CODM analyzes the performance of net income to provide insight into all aspects of the segment’s operations and overall success for a given period. In addition, the CODM reviews significant segment expenses focused on cost of sales and distribution, selling and marketing expenses, general and administrative expenses, and restructuring charges, net. These costs used to measure segment profitability are the same costs already reported in the accompanying condensed consolidated statements of income. Similarly, segment assets are reported in the accompanying condensed consolidated balance sheets.

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Subsequent Events

3 Months Ended

Jul. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On August 5, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MasterBrand, and Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of MasterBrand (“Merger Sub”), providing for Merger Sub, at closing, to merge with and into the Company with the Company surviving as a wholly owned subsidiary of

MasterBrand (the “Merger”). Under the terms of the Merger Agreement, at the effective time of the Merger, each share of Company common stock outstanding immediately prior to the effective time will be automatically converted into the right to receive 5.15 shares of MasterBrand common stock. Following completion of the Merger, it is estimated that former holders of the Company's common stock will own approximately 37% and holders of MasterBrand common stock will own approximately 63% of the common stock of the combined company, on a fully diluted basis. The Merger is currently expected to close in early calendar year 2026, subject to certain approvals by MasterBrand's stockholders and the Company's shareholders, respectively, as well as the satisfaction of certain other customary closing conditions, including the absence of certain legal impediments and the expiration or termination of the applicable antitrust waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended. The Company has incurred expenses related to the Merger of approximately $2.8 million for the three-months ended July 31, 2025, which are included in General and administrative expenses in the condensed consolidated statements of income.

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Insider Trading Arrangements	3 Months Ended
	Jul. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Basis of Presentation (Policies)

3 Months Ended

Jul. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Goodwill

Goodwill: Goodwill represents the excess of purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company does not amortize goodwill but evaluates for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company will perform the annual assessment on the first day of the fourth quarter unless an indicator of impairment exists prior to the annual assessment and the Company determines it is more likely than not that the fair value of the goodwill is below its carrying value.

In accordance with accounting standards, when evaluating goodwill, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill is impaired. If, after such assessment, an entity concludes that it is more likely than not that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value using a quantitative impairment test, and if impaired, goodwill must be written down by the amount that the carrying value exceeds the fair value of the reporting unit.

On August 5, 2025, the Company entered into a definitive merger agreement with MasterBrand, Inc., a Delaware corporation (“MasterBrand”). See Note R — Subsequent Events for additional information. The Company included the implied consideration of the merger transaction in its evaluation of indicators of impairment as of July 31, 2025. There were no impairment charges related to goodwill for the three-month periods ended July 31, 2025 and 2024. The Company will continue to evaluate the implied consideration of the merger transaction against its carrying value, which could result in future impairment charges given, among other factors, the volatility in the Company’s stock price.

Cloud Computing Software, Net

Cloud Computing Software, Net: Cloud computing software is stated on the basis of cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 8 years. As of July 31, 2025, $41.1 million was recorded in other long-term assets, net on the condensed consolidated balance sheets for cloud computing software.

Derivative Financial Instruments

Derivative Financial Instruments: The Company uses derivatives as part of normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt and foreign exchange rates. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to add stability to interest expense, manage the Company's exposure to interest rate movements, and manage the risk from adverse fluctuations in foreign exchange rates.

The Company uses interest rate swap contracts to manage interest rate exposures. The Company records outstanding swap contracts in the condensed consolidated balance sheets at fair value. Changes in the fair value of interest rate swap contracts designated as cash flow hedges are recorded in accumulated other comprehensive income and subsequently reclassified into net income in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in net income.

The Company also manages risks through the use of foreign exchange forward contracts. The Company recognizes its outstanding forward contracts in the condensed consolidated balance sheets at fair value. The Company has both forwards that are designated as accounting hedges and that are not designated as accounting hedges. See Note K — Derivative Financial Instruments for additional information.

New Accounting Pronouncements

New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure in the notes to the condensed consolidated financial statements of specified information about certain costs and expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to condensed consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the condensed consolidated financial statements. The Company is currently evaluating the disclosure impacts of this ASU on its consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09 “Improvements to Income Tax Disclosures.” The amendments in this ASU are intended to increase transparency through improvements to income tax disclosures primarily related to the income tax rate reconciliation and income taxes paid information. This standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the disclosure impacts of ASU 2023-09 on its consolidated financial statements and related disclosures; however, it does not expect this update to have an impact on its financial condition or results of operations.

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Earnings Per Share (Tables)

3 Months Ended

Jul. 31, 2025

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended
	July 31,
(in thousands, except per share amounts)	2025		2024
Numerator used in basic and diluted net earnings
per common share:
Net income	$	14,595	$	29,633
Denominator:
Denominator for basic earnings per common
share - weighted-average shares	14,511		15,551
Effect of dilutive securities:
Stock options and restricted stock units	59		123
Denominator for diluted earnings per common
share - weighted-average shares and assumed
conversions	14,570		15,674
Earnings per share
Basic	$	1.01	$	1.91
Diluted	$	1.00	$	1.89

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Stock-Based Compensation (Tables)

3 Months Ended

Jul. 31, 2025

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Stock Awards Granted

The following table summarizes the Company's stock-based compensations grants for the three months ended July 31, 2025:

(in thousands, except per share amounts)	Stock Awards Granted
Service-based RSUs	114,460
Performance-based RSUs	158,010

Stock-Based Compensation Expense Allocated

For the three months ended July 31, 2025 and 2024, stock-based compensation expense was allocated as follows: 

	Three Months Ended
	July 31,
(in thousands)	2025		2024
Cost of sales and distribution	$	524	$	541
Selling and marketing expenses	466		573
General and administrative expenses	1,270		1,827
Stock-based compensation expense	$	2,260	$	2,941

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Customer Receivables (Tables)

3 Months Ended

Jul. 31, 2025

Accounts Receivable, after Allowance for Credit Loss [Abstract]

Components of Customer Receivables

The components of customer receivables, net were: 

	July 31,		April 30,
(in thousands)	2025		2025
Gross customer receivables	$	118,416	$	118,285
Less:
Allowance for credit losses	(269)		(234)
Allowance for returns and discounts	(8,190)		(6,880)
Customer receivables, net	$	109,957	$	111,171

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Inventories (Tables)

3 Months Ended

Jul. 31, 2025

Inventory, Net [Abstract]

Components of Inventories

The components of inventories were: 

	July 31,		April 30,
(in thousands)	2025		2025
Raw materials	$	79,826	$	79,258
Work-in-process	43,482		47,979
Finished goods	58,431		50,874
Total inventories	$	181,739	$	178,111

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Property, Plant and Equipment (Tables)

3 Months Ended

Jul. 31, 2025

Property, Plant and Equipment [Abstract]

Components Of Property, Plant And Equipment

The components of property, plant and equipment, net were:

	July 31,		April 30,
(in thousands)	2025		2025
Land	$	4,369	$	4,264
Buildings and improvements	133,346		133,251
Buildings and improvements - finance leases	11,164		11,164
Machinery and equipment	413,964		410,287
Machinery and equipment - finance leases	31,526		32,434
Software	34,290		34,107
Construction in progress	26,334		24,105
Total property, plant and equipment	654,993		649,612
Less accumulated depreciation and amortization	(412,111)		(404,623)
Property, plant and equipment, net	$	242,882	$	244,989

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Product Warranty (Tables)

3 Months Ended

Jul. 31, 2024

Product Warranties Disclosures [Abstract]

Schedule of Warranty Liability

The following is a reconciliation of the Company's warranty liability, which is included in other accrued expenses on the condensed consolidated balance sheets: 

	Three Months Ended
	July 31,
(in thousands)	2025		2024
Beginning balance at May 1	$	4,161	$	5,581
Accrual	4,273		4,878
Settlements	(4,355)		(5,253)
Ending balance at July 31	$	4,079	$	5,206

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Fair Value Measurements (Tables)

3 Months Ended

Jul. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value of Assets on Recurring Basis

The following table summarizes the fair value of assets that are recorded in the Company's consolidated financial statements as of July 31, 2025 and April 30, 2025 at fair value on a recurring basis (in thousands):

	Fair Value Measurements
	As of July 31, 2025
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	174	$	—	$	—
Interest rate swap contracts	—		1,206		—
Foreign exchange forward contracts	—		678		—
Total assets at fair value	$	174	$	1,884	$	—
LIABILITIES:
Foreign exchange forward contracts	$	—	$	1,523	$	—
	As of April 30, 2025
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	163	$	—	$	—
Interest rate swap contracts	—		419		—
Foreign exchange forward contracts	—		325		—
Total assets at fair value	$	163	$	744	$	—
LIABILITIES:
Foreign exchange forward contracts	$	—	$	5,079	$	—

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Revenue Recognition (Tables)

3 Months Ended

Jul. 31, 2025

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table disaggregates our consolidated net sales by major sales distribution channels for the three-months ended July 31, 2025 and 2024:

	Three Months Ended
	July 31,
(in thousands)	2025		2024
Home center retailers	$	162,045	$	175,653
Builders	170,950		210,115
Independent dealers and distributors	70,051		73,360
Net Sales	$	403,046	$	459,128

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Concentration of Risk (Tables)

3 Months Ended

Jul. 31, 2025

Risks and Uncertainties [Abstract]

Summary Of Percentage Of Sales

The following table summarizes the percentage of net sales attributable to the Company's two largest customers for the three-months ended July 31, 2025 and 2024:

	Three Months Ended
	July 31,
	2025	2024
Customer A	30.2%	26.7%
Customer B	10.0%	11.5%

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Restructuring (Tables)

3 Months Ended

Jul. 31, 2025

Restructuring and Related Activities [Abstract]

Restructuring

A reserve of $0.1 million for restructuring charges is included in accrued compensation and related expenses in the condensed consolidated balance sheet as of July 31, 2025, which relates to employee termination costs accrued but not yet paid as follows:

	July 31,
(in thousands)	2025
Restructuring reserve balance at May 1	$	434
Expense	442
Payments and adjustments	(820)
Restructuring reserve balance at July 31	$	56

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Basis of Presentation - Narrative (Details) - USD ($)	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Impairment charges related to goodwill	$ 0	$ 0
Capitalized Computer Software, Net	$ 41,100,000
Minimum | Software
Finite-Lived Intangible Assets [Line Items]
Intangible assets estimated useful lives	3 years
Maximum | Software
Finite-Lived Intangible Assets [Line Items]
Intangible assets estimated useful lives	8 years

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Earnings Per Share (Schedule of Earnings Per Share, Basic and Diluted) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
Earnings Per Share [Abstract]
Net income	$ 14,595	$ 29,633
Denominator for basic net earnings per common share - weighted-average shares	14,510,721	15,550,517
Effect of dilutive securities:
Stock options and restricted stock units	59,000	123,000
Diluted (in shares)	14,569,734	15,673,570
Earnings Per Share, Basic [Abstract]
Basic (in usd per share)	$ 1.01	$ 1.91
Earnings Per Share, Diluted [Abstract]
Diluted (in usd per share)	$ 1.00	$ 1.89
Stock excluded from the calculation of net earnings per share (shares)	0

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Stock-Based Compensation (Narrative) (Details)	3 Months Ended
	Jul. 31, 2025 shares
Performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock issuable per RSU granted (shares)	1
Vesting period, years	3 years
Share-Based Payment Arrangement, Tranche One | RSUs | Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	1 year
Vesting rights, percentage	33.33%
Share-Based Payment Arrangement, Tranche One | Employee Service-Based RSTUs | Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	1 year
Vesting rights, percentage	33.33%
Share-Based Payment Arrangement, Tranche Two | RSUs | Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	2 years
Vesting rights, percentage	33.33%
Share-Based Payment Arrangement, Tranche Two | Employee Service-Based RSTUs | Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	2 years
Share-Based Payment Arrangement, Tranche Three | RSUs | Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years
Vesting rights, percentage	33.33%
Share-Based Payment Arrangement, Tranche Three | Employee Service-Based RSTUs | Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years

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Stock-Based Compensation - Stock Awards Granted (Details)	3 Months Ended
	Jul. 31, 2025 shares
Service-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Stock Awards Granted (in shares)	114,460
Performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Stock Awards Granted (in shares)	158,010

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Stock-Based Compensation (Stock-Based Compensation Expense Allocated) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 2,260	$ 2,941
Cost of sales and distribution
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	524	541
Selling and marketing expenses
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	466	573
General and administrative expenses
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 1,270	$ 1,827

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Customer Receivables (Components Of Customer Receivables ) (Details) - USD ($) $ in Thousands	Jul. 31, 2025	Apr. 30, 2025
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Gross customer receivables	$ 118,416	$ 118,285
Less:
Allowance for credit losses	(269)	(234)
Allowance for returns and discounts	(8,190)	(6,880)
Customer receivables, net	$ 109,957	$ 111,171

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Inventories (Components Of Inventories) (Details) - USD ($) $ in Thousands	Jul. 31, 2025	Apr. 30, 2025
Inventory, Net [Abstract]
Raw materials	$ 79,826	$ 79,258
Work-in-process	43,482	47,979
Finished goods	58,431	50,874
Inventories	$ 181,739	$ 178,111

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Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024	Apr. 30, 2025
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 654,993		$ 649,612
Less accumulated depreciation and amortization	(412,111)		(404,623)
Property, plant and equipment, net	242,882		244,989
Amortization and depreciation expense on property, plant and equipment	12,600	$ 11,200
Finance lease, right-of-use asset, accumulated amortization	30,800		31,500
Land
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	4,369		4,264
Buildings and improvements
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	133,346		133,251
Buildings and improvements - finance leases
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	11,164		11,164
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	413,964		410,287
Machinery and equipment - finance leases
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	31,526		32,434
Software
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	34,290		34,107
Construction in progress
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 26,334		$ 24,105

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Product Warranty (Schedule Of Warranty Liability) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
Product Warranties Disclosures [Abstract]
Warranty claims period	2 months
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Beginning balance	$ 4,161	$ 5,581
Accrual	4,273	4,878
Settlements	(4,355)	(5,253)
Ending balance	$ 4,079	$ 5,206

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Fair Value Measurements (Fair Value Of Assets On Recurring Basis) (Details) - USD ($) $ in Thousands	Jul. 31, 2025	Apr. 30, 2025
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap contracts	$ 0	$ 0
Total assets at fair value	174	163
Level 1 | Foreign Exchange Contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	0	0
Level 1 | Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign exchange forward contracts	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap contracts	1,206	419
Total assets at fair value	1,884	744
Level 2 | Foreign Exchange Contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	678	325
Level 2 | Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign exchange forward contracts	1,523	5,079
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap contracts	0	0
Total assets at fair value	0	0
Level 3 | Foreign Exchange Contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	0	0
Level 3 | Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign exchange forward contracts	0	0
Mutual funds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, at fair value	174	163
Mutual funds | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, at fair value	0	0
Mutual funds | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, at fair value	$ 0	$ 0

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Loans Payable and Long-Term Debt (Details) - USD ($)			3 Months Ended
	Oct. 10, 2024	Apr. 22, 2021	Jul. 31, 2025	Apr. 30, 2025
Loans Payable | Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount		$ 200,000,000
Proceeds from loan	$ 200,000,000
Outstanding on the Initial Term Loan			$ 196,300,000	$ 197,500,000
Revolving loan facility
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		500,000,000
Proceeds from loan	$ 173,000,000
Outstanding on the Revolving Facility			173,400,000
Line of Credit Facility, Remaining Borrowing Capacity			$ 315,200,000
Credit facility, commitment fee percentage			0.23%
Consolidated Interest Coverage Ratio			2.00
Total Net Leverage Ratio			4.00
Revolving loan facility | 4.875% Senior Notes Due 2026
Debt Instrument [Line Items]
Repayments of debt		370,000,000
Letter of Credit
Debt Instrument [Line Items]
Outstanding on the Revolving Facility			$ 11,400,000
Line of Credit
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		$ 50,000,000
Base Rate | Revolving loan facility
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate at Period End			0.50%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Revolving loan facility
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate at Period End			1.50%

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Derivative Financial Instruments (Details)	3 Months Ended
	Jul. 31, 2025 USD ($) instrument	Jul. 31, 2024 USD ($)	Apr. 29, 2025 USD ($) instrument	May 28, 2021 USD ($) instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Change in cash flow hedges (swap), net of taxes (benefit) of $285 and $(719) for the three-months ended July 31, 2025 and 2024, respectively	$ 851,000	$ (2,142,000)
Cash Flow Hedging
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	900,000
Gain (Loss) on Derivative Instruments
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	$ 500,000	1,800,000
Other Comprehensive Income (Loss) | Cash Flow Hedging
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Change in cash flow hedges (swap), net of taxes (benefit) of $285 and $(719) for the three-months ended July 31, 2025 and 2024, respectively		$ 300,000
Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, Fixed Interest Rate			3.40%	0.53%
Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, Number of Instruments Held | instrument			5	4
Derivative, notional amount				$ 200,000,000
Foreign Exchange Forward
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, Number of Instruments Held | instrument	3
Foreign Exchange Forward | Not Designated as Hedging Instrument | Prepaid Expenses and Other Current Assets
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign exchange forward contracts	$ 1,500,000
Foreign Exchange Future | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, forward exchange rate	18.25
Number of defined fixings | instrument	17
Cumulative profit cap	$ 1,800,000
Foreign Exchange Future | Not Designated as Hedging Instrument | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, forward exchange rate	18.25
Foreign Exchange Future | Not Designated as Hedging Instrument | Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, forward exchange rate	19.00
Foreign Exchange Future | Designated as Hedging Instrument | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, forward exchange rate	19.49
Foreign Exchange Future | Designated as Hedging Instrument | Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, forward exchange rate	22.09
Forward Contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount	$ 265,800,000
Derivative, Forward Price	12,900,000
Forward Contracts | Other Comprehensive Income (Loss)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax	$ 300,000
Interest Rate Swap, Year One
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount			$ 200,000,000
Interest Rate Swap, Year Two
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount			$ 150,000,000
Interest Rate Swap, April 2025 | Other Comprehensive Income (Loss) | Cash Flow Hedging
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax	1,200,000
Interest Rate Swap, April 2025 | Interest Expense | Cash Flow Hedging
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax	$ 200,000

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Income Taxes (Narrative) (Details)	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
Income Tax Disclosure [Abstract]
Effective income tax rate (as a percent)	25.80%	25.00%

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Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
Disaggregation of Revenue [Line Items]
Net sales	$ 403,046	$ 459,128
Home center retailers
Disaggregation of Revenue [Line Items]
Net sales	162,045	175,653
Builders
Disaggregation of Revenue [Line Items]
Net sales	170,950	210,115
Independent dealers and distributors
Disaggregation of Revenue [Line Items]
Net sales	$ 70,051	$ 73,360

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Concentration of Risk (Details) - Customer Concentration Risk	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
Customer receivables | Customer A
Concentration Risk [Line Items]
Concentration risk (as a percent)	36.90%	28.90%
Customer receivables | Customer B
Concentration Risk [Line Items]
Concentration risk (as a percent)	13.10%	15.90%
Sales revenue, gross | Customer A
Concentration Risk [Line Items]
Concentration risk (as a percent)	30.20%	26.70%
Sales revenue, gross | Customer B
Concentration Risk [Line Items]
Concentration risk (as a percent)	10.00%	11.50%

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Restructuring - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024	Apr. 30, 2025
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net	$ 822	$ 0
Facility Closing
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net	200
Facility Closing | Minimum
Restructuring Cost and Reserve [Line Items]
Restructuring, expected cost remaining	300
Restructuring, expected cost			$ 3,600
Facility Closing | Maximum
Restructuring Cost and Reserve [Line Items]
Restructuring, expected cost remaining	2,200
Restructuring, expected cost			$ 5,500
Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net	442
Employee Severance | Reduction in Force
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net	$ 600

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Restructuring - Restructuring Reserve (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2025	Jul. 31, 2024
Restructuring Reserve [Roll Forward]
Restructuring reserve balance at May 1	$ 434
Expense	822	$ 0
Payments and adjustments	(820)
Restructuring reserve balance at July 31	56
Employee Severance
Restructuring Reserve [Roll Forward]
Expense	$ 442

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Other Information (Details) $ in Millions	3 Months Ended
	Jul. 31, 2025 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Loss Contingency Accrual	$ 4.9
Loss Contingency Accrual, Net	3.7
Loss Contingency, Deposit Payment	3.8
Loss contingency accrual, period increase (decrease)	$ (1.2)

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Subsequent Events (Details) - Merger Agreement $ in Millions	3 Months Ended
	Jul. 31, 2025 USD ($)	Aug. 05, 2025
Subsequent Event [Line Items]
Expenses related to the Merger	$ 2.8
Subsequent Event
Subsequent Event [Line Items]
Exchange ratio		5.15
Subsequent Event | American Woodmark Corporation
Subsequent Event [Line Items]
Voting equity interest acquired (in percent)		37.00%
Subsequent Event | MasterBrand
Subsequent Event [Line Items]
Voting equity interest acquired (in percent)		63.00%