American Vanguard Corp SEC Filings

American Vanguard Corp director updates share holdings after fund distribution. A fund managed by Cruiser Capital, where the reporting person is Managing Member, distributed an aggregate of 231,404 American Vanguard common shares to its members on a pro rata basis for no consideration on 11/26/2025. As part of this, 217,503 shares previously attributed to the fund are no longer counted as shares in which Cruiser Capital has a beneficial or pecuniary interest.

Within that total distribution, Cruiser Capital received 13,901 shares, which continue to be included in the reporting person’s holdings. Following the transaction, the reporting person reports 34,411 American Vanguard shares held directly and 571,781 shares held indirectly through Cruiser Capital’s managed funds and separately managed accounts, over which he may be deemed to share voting and dispositive power.

American Vanguard Corporation filed an 8-K reporting that it issued a press release with unaudited financial results for the three-month period ended September 30, 2025 and held its previously announced earnings call the same day. The press release (Exhibit 99.1) and call transcript (Exhibit 99.2) are furnished.

The company also updated its full-year 2024 non-GAAP metric: final Adjusted EBITDA was $39.1 million, compared with the preliminary figure of approximately $42 million disclosed on March 14, 2025. The company defines Adjusted EBITDA as EBITDA further adjusted for items management views as not reflective of underlying operations; in 2024 this included certain non-recurring expenses and profit on sale of an asset not held for sale. The metric aligns with the company’s current credit facility.

The furnished materials under Items 2.02 and 7.01 are not deemed "filed" and are not incorporated by reference unless expressly stated.

American Vanguard (AVD) reported Q3 2025 results with net sales of $119.3 million, up 1% year over year. Gross profit rose to $34.2 million and gross margin expanded to 29%. Operating loss narrowed to $6.5 million from $28.4 million, and net loss improved to $12.4 million, or $0.43 per share.

U.S. sales increased 8% while international declined 6%. Cost controls and lower freight helped margins, partly offset by a $7.0 million product liability charge tied to an ornamental insecticide. For the first nine months, sales were $364.4 million (down 5%), gross margin was 29% (up from 26%), and operating loss narrowed to $6.4 million from $31.5 million.

Cash used in operations was $27.1 million year‑to‑date. Long‑term debt was $182.3 million with a 8.01% rate at September 30, 2025. The revolving credit facility maturity was extended to December 31, 2026 with staged commitment reductions, and the company reported capacity to borrow up to $46.9 million as of quarter‑end. Under the amended agreement, the company is currently prevented from paying cash dividends.

American Vanguard Corp (AVD): The Vanguard Group filed a Schedule 13G reporting beneficial ownership of 1,538,471 shares of AVD common stock, representing 5.41% of the class as of 09/30/2025.

Vanguard reports 0 sole voting power and 168,205 shared voting power. It has 1,360,046 shares with sole dispositive power and 178,425 with shared dispositive power. The filing states the securities are held in the ordinary course of business, and Vanguard’s clients have rights to dividends or sale proceeds; no single client has more than 5%.

Peter Eilers, a Managing Director at AMVAC Netherlands BV who is an officer and director of American Vanguard Corp (AVD), reported a sale of 6,000 shares of AVD common stock on 09/04/2025 at $5.35 per share to satisfy an income tax liability. After the transaction he beneficially owns 32,177 shares, held directly. The Form 4 discloses the transaction date, price, and a brief explanation that the sale was to cover taxes; no derivatives or other transactions were reported. The filing is routine disclosure of insider selling and does not include additional context about future transactions or company performance.

American Vanguard Corporation (AVD) filed a Form 144 to notify a proposed sale of securities under Rule 144. The notice reports 6,000 shares of common stock offered for sale through Merrill Lynch, Newport Beach, with an aggregate market value of $32,078.56 based on the filing. The proposed sale date is 09/04/2025 on the NYSE.

The shares were acquired as a performance award from American Vanguard Corp on 01/01/2020 and no securities of the issuer have been reported sold by the seller in the past three months. The filer affirms no undisclosed material adverse information.

American Vanguard Corporation filed a Current Report on Form 8-K disclosing an Amendment Number Twelve to the Third Amended and Restated Loan and Security Agreement dated August 18, 2025, involving the registrant, AMVAC Chemical Corporation, certain direct and indirect subsidiaries, and the senior lending group parties. The filing references a press release dated August 19, 2025 and includes an interactive Inline XBRL cover page data file. The report is signed by Timothy J. Donnelly, Chief Information Officer, General Counsel & Secretary. The document does not include the economic terms or covenant changes of the amendment within the provided text.

Keith M. Rosenbloom, a director of American Vanguard Corporation (AVD), reported an acquisition on 08/07/2025 of 17,621 deferred stock units (DSUs) awarded under the company’s non-management director compensation program. Each DSU represents the right to one share of common stock upon settlement when the recipient’s service ends; DSUs are nontransferable and do not carry voting or dividend rights during service. Following the award, Mr. Rosenbloom reports 34,411 shares beneficially owned directly and an indirect interest in 789,284 shares held by funds and separately managed accounts advised by Cruiser Capital, where he is Managing Member. The Form 4 was signed on 08/14/2025.

American Vanguard Corp (AVD) amended an insider Form 4 to correct previously reported holdings and explain changes in advisory authority. The filing discloses a disposition of 16,790 shares and states that a client of a separately managed account terminated its advisory agreement, removing Cruiser Capital's discretionary voting and dispositive authority over 411,398 shares; the termination involved no buy or sell transactions. The amendment corrects an earlier misstatement that reported 652,792 indirectly held shares; the filing clarifies the correct indirect holding is 789,284 shares.