[8-K] American Vanguard Corporation Reports Material Event

Rhea-AI Filing Summary

Satellogic Inc. (SATL) – Form 4 insider filing

On 06/23/2025, CEO, Director and 10% owner Emiliano Kargieman converted 3,000,000 Class B shares into 3,000,000 Class A shares (Transaction Code “M”) at a price of $0. Following the conversion he now directly owns 3,000,000 Class A shares and continues to hold 10,582,642 Class B shares as derivative securities. The exchange occurred on a one-for-one basis; any Class B still outstanding on 01/25/2027 will automatically convert to Class A.

The filing records a reclassification of the insider’s equity rather than an open-market trade, increasing the publicly tradable Class A float by 3 million shares.

Positive

• None.

Negative

• 3 million additional Class A shares enter the public float, incrementally diluting existing Class A holders.

Insights

Financial Analyst

TL;DR – Insider reclassifies 3 M shares; neutral liquidity uptick.

The conversion adds 3 million Class A shares to the float without cash proceeds or insider disposition, signalling neither bullish buying nor bearish selling. Kargieman still controls 10.6 million Class B shares, so overall exposure remains high. While the change marginally boosts liquidity, it also modestly enlarges the Class A share count. Because no price was paid, the transaction is best viewed as administrative rather than fundamental. Impact on valuation is therefore limited.

AMERICAN VANGUARD CORP false 0000005981 0000005981 2025-07-31 2025-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): July 31, 2025

AMERICAN VANGUARD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-13795		95-2588080
(State or other jurisdiction of incorporation)		Commission File Number		(I.R.S. Employer Identification No.)

4695 MacArthur Court

Newport Beach, California 92660

(Address of principal executive offices)

Registrant’s telephone number: (949) 260-1200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol		Exchanges on which registered
Common Stock, $.10 par value		AVD		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b02 of the Securities Exchange Act of 1934 (§240.12b02 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition

On July 31, 2025, American Vanguard Corporation (“Registrant” or the “Company”) issued a press release announcing its unaudited financial results for the three-month period ended June 30, 2025. The full text of the press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On July 31, 2025, the Company held its previously announced earnings call regarding its unaudited financial results for the three- and six-month periods ended June 30, 2025. A transcript of the earnings call is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information furnished under Items 2.02, 7.01 and 9.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, except as shall be set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1		Press release dated July 31, 2025, of Registrant regarding financial results for the three month period ended June 30, 2025.
Exhibit 99.2		Transcript of earnings call held July 31, 2025.
04		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

				AMERICAN VANGUARD CORPORATION
Date: August 1, 2025
				By:		/s/ Timothy J. Donnelly
						Timothy J. Donnelly
						Chief Information Officer, General
						Counsel & Secretary

FAQ

What did SATL's CEO report in the latest Form 4?

He converted 3,000,000 Class B shares into 3,000,000 Class A shares at no cost.

How many SATL Class A shares does Emiliano Kargieman now hold?

After the transaction he directly owns 3,000,000 Class A shares.

What remains of the insider's Class B holdings?

He still holds 10,582,642 Class B shares, which can be converted on the same 1-for-1 basis.

Was there any open-market sale or purchase involved?

No. The filing shows a share class conversion (code “M”) with $0 price; no shares were bought or sold in the market.

When will all outstanding Class B shares automatically convert?

Any Class B shares still outstanding will convert to Class A on January 25, 2027.