American Woodmark : Code of Business Conduct and Ethics

American Woodmark Corporation

Code of Business Conduct and Ethics

TABLE OF CONTENTS
A Message from Our CEO	1
Our Vision, Mission and Values	2
Overview	3
Individuals Subject to this Code	3
Standards of this Code	3
Workplace Integrity	3
Equity and Inclusion	3
Health and Safety	4
Protecting the Company	5
Conflicts of Interest	5
Corporate Opportunities	5
Protection and Proper Use of Company Assets	5
Electronic Data and Communication Resources	6
Sales Agents, Consultants and Professional Services	6
Company Communications and Safeguarding Information	7
Honesty and Integrity in Communications	7
External Communications	7
Public Disclosure Obligations under Securities Laws	7
Record Keeping	8
Confidentiality and Data Privacy	8
Following the Law	9
Compliance with Laws, Rules and Regulations	9
Competition and Fair Dealing	9
Payments to Government Personnel and Others	10
International Business	11
Insider Trading	11
Cooperation with Company and Governmental Investigations	11
Community Engagement	12
Political Activity and Contributions	12
Environmental Compliance and Sustainability	12
Code Compliance and Enforcement	12
Reporting Potential Violations of this Code	12
No Retaliation	13
Investigation of Alleged Violations	13
Accountability for Violations	14
Management Standards of Behavior	14
Waivers of this Code and Amendments	14
Accounting and Auditing Matters and Ethics Hotline	15
Compliance Procedures	A-1

A Message from Our CEO

We're driven by a shared commitment to Customer Satisfaction, Integrity, Teamwork, and

Excellence. A foundational element of realizing each of these important principles is choosing, at all times, to conduct our business and interactions with others in a legal and ethical manner. Our Code of Business Conduct and Ethics guides us in this pursuit by providing us with the information we need to make this choice when confronted with different situations and circumstances. By following our Code, we can clearly and consistently share with each other and our customers, suppliers and communities the principles that define American Woodmark.

Every American Woodmark team member, director, and officer has a responsibility to read our Code, understand it, and follow it without exception. I know that your professional journey is full of unexpected situations - some become opportunities while others present challenges. That's why our Code offers information you need to do the right thing. If you need guidance, it will direct you to the people and policies that can help. Our Code of Business Conduct and Ethics is a living document, and you bring it to life each day.

I urge you to speak up if you see or suspect a violation of our Code. Together, everyone contributes to making our organization a place where you can express who you are through what you do.

Thank you for living our CITE principles, fulfilling our purpose, and following our Code.

Scott Culbreth

President & CEO

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Our Vision, Mission and Values

Our Vision

To help customers build beautiful, comfortable spaces that reflect their idea of home.

Our Mission

To create perfect fits - inspire fresh styles and limitless possibilities. And celebrate the perfect union of creativity, reliable function, and value.

Our purpose may seem simple, but the rewards it brings are immeasurable. We're over 10,000 strong, with a proud heritage, a thriving culture, and sustainable growth. Our employees are like family to us, and our products bring joy and peace of mind to homes across the country.

To us, making cabinets means something bigger - it means making the future brighter for the people who matter the most to our business.

Our Values

Our CITE principles help create the culture that sets us apart.

Customer Satisfaction: provide the best possible quality, service and value to the greatest number of people by doing whatever is reasonable and sometimes unreasonable.

Integrity: do what is right: act fairy and responsibly, care about the dignity of each person and be a good citizen within the community.

Teamwork: understand that we must all work together in order to succeed. Realize that each person must contribute to the team to be part of the team.

Excellence: strive to perform every job or action in a superior way. Be innovative, always helping others become the best they can be.

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Overview

This Code of Business Conduct and Ethics ("Code") sets forth and summarizes the policies of American Woodmark Corporation and its subsidiaries (the "Company") related to legal compliance and ethical business practices.

Knowledge of and compliance with this Code is your responsibility. The Company expects that all individuals subject to this Code read, understand and conduct their activities in accordance with this Code and avoid even the appearance of improper behavior.

This Code does not cover every legal and ethical issue or situation that may arise, but sets out basic principles to guide the conduct of all individuals subject to it. The Company relies on each individual subject to this Code to exercise good judgment in applying the principles of this Code to a given issue or situation. If you have any questions about the application of this Code to a particular issue or situation, you should discuss those questions with your immediate supervisor or manager or human resources.

If you are aware of a potential violation of this Code, you must immediately report it as provided in Code Compliance and Enforcement - Reporting Potential Violations of this Code on page 12 below. If you are not sure whether a particular action or situation you are aware of involves a potential violation of this Code or could result in a violation of this Code, you should refer to and follow the Compliance Procedures attached to this Code as Appendix A.

Although we are not aware of any conflicts between the Code and an applicable law, if there is such a conflict, you must comply with the law.

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Any individual that violates this Code will be subject to immediate disciplinary action, up to and including termination of employment. In certain circumstances, such violation may also result in civil liability and/or criminal prosecution.

Individuals Subject to this Code

Each employee, including officers, and each director of the Company, regardless of their country of origin or country of residence, is subject to and expected to fully comply with this Code.

Standards of this Code

Workplace Integrity

Equity and Inclusion

The Company strives to create a culture of mutual respect and trust for all individuals. The Company values and promotes inclusion and brings together employees with a wide variety of backgrounds, skills and human differences, including those based on culture, ethnicity, gender and age, in order to drive performance.

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