AVD Reports Amendment No. 12 to Loan Agreement; Press Release Issued

Rhea-AI Filing Summary

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.

Positive

• Amendment filed: The company formally reported Amendment Number Twelve to its loan and security agreement, dated August 18, 2025
• Press release issued: The filing references a press release dated August 19, 2025, indicating external disclosure to the market
• Inline XBRL included: The filing contains an interactive cover page data file

Negative

• No economic terms disclosed: The provided text does not state interest rates, maturity changes, covenant modifications, or collateral details
• Insufficient detail to assess impact: Without amendment specifics, the effect on liquidity, leverage, or credit risk cannot be determined
• Materiality unclear: The filing does not state whether the amendment is material or provides required quantitative metrics

Insights

Financial Analyst

TL;DR The company executed a loan agreement amendment, but the filing omits terms, so financial impact is indeterminate.

The filing confirms the existence and execution date (August 18, 2025) of Amendment Number Twelve to the existing loan and security agreement and identifies the parties involved, including AMVAC Chemical Corporation and the senior lending group. However, no numerical terms, covenant modifications, maturity changes, pricing adjustments, collateral changes, or repayment schedules are disclosed in the provided text, preventing assessment of leverage, liquidity or interest expense effects.

Corporate Governance Expert

TL;DR A formal amendment was filed and a press release issued, but governance implications cannot be judged from the excerpt.

The Form 8-K documents that the board/management authorized or reported Amendment Number Twelve to the loan agreement and that a press release followed on August 19, 2025. The filing is signed by the company secretary, indicating proper procedural disclosure. The excerpt does not include board resolutions, lender consent details, or material adverse covenant waivers, so effects on governance, creditor relationships or disclosure controls are not determinable from the provided content.

AMERICAN VANGUARD CORP false 0000005981 0000005981 2025-08-18 2025-08-18

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): August 18, 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 1.01 Entry into a Material Definitive Agreement

On August 18, 2025, AMVAC Chemical Corporation (“AMVAC”), principal operating subsidiary of American Vanguard Corporation (“Registrant” or the “Company”), as borrower, and affiliates (including Registrant), as guarantors and/or borrowers, entered into Amendment Number Twelve (the “Amendment”) to the Third Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with a group of commercial lenders led by BMO Bank, N.A. (successor to the Bank of the West), as administrative agent for the lenders.

The Amendment extends the maturity date of the Loan Agreement from August 5, 2026 to December 31, 2026 (the “Loan Extension”) and amends the borrowing capacity under the revolving credit facility to $245,000,000 through November 29, 2025, then $225,000,000 until December 30, 2025, then $200,000,000 until March 31, 2026 and then $180,000,000 through December 31, 2026.

The Amendment also included additional changes to the Loan Agreement, including: (i) amending the applicable margins for the applicable interest rates and unused line fee and letter of credit fee; (ii) adding a year-to-date Consolidated EBIDTA requirement of $4,500,000 as of June 30, 2025, $9,500,00 as of September 30, 2025 and $35,000,000 as of December 31, 2025 and a TTM Consolidated EBITDA requirement of not less than $37,500,000 as of March 31, 2026; (iii) requiring the Company to make prepayments on the loans once the Company’s cash balance exceeds a threshold; and (iv) suspending the Total Leverage Ratio covenant until June 30, 2026 and then applying a fiscal quarter end ratio of 4.00:1.00.

The foregoing summary is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On August 19, 2025, the Company issued a press release announcing its entry into the Amendment. The full text of the press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished under Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 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.

Cautionary Statement Regarding Forward-Looking Statements

The Company, from time to time, may discuss forward-looking information. Except for the historical information contained in this Current Report on Form 8-K, the matters set forth herein include forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” These forward-looking statements are based on the current expectations and estimates by the Company’s management and are subject to various risks and uncertainties that may cause results to differ from management’s current expectations. Such factors include statements regarding the Company’s expectations regarding the timing and ability to file the Company’s Form 10-K and Form 10-Q and other risks as detailed from time-to-time in the Company’s SEC reports and filings. All forward-

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looking statements, if any, in this Current Report on Form 8-K represent the Company’s judgment as of the date of this Current Report on Form 8-K. The company disclaims any intent or obligation to update these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment Number Twelve to the Third Amended and Restated Loan and Security Agreement dated as of August 18, 2025, by and among Registrant, AMVAC Chemical Corporation, certain other direct and indirect subsidiaries of Registrant and the senior lending group parties thereto.
99.1		Press Release dated August 19, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 19, 2025
				By:		/s/ Timothy J. Donnelly
						Timothy J. Donnelly
						Chief Information Officer, General Counsel & Secretary

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FAQ

What did American Vanguard (AVD) disclose in the August 2025 Form 8-K?

The company disclosed Amendment Number Twelve to the Third Amended and Restated Loan and Security Agreement dated August 18, 2025, and referenced a press release dated August 19, 2025.

Does the 8-K include the financial terms of the loan amendment?

No. The provided filing text does not include any economic terms, covenant changes, maturity dates, interest rates, or repayment details.

Which entities are listed as parties to the amendment?

The amendment names the Registrant (American Vanguard Corporation), AMVAC Chemical Corporation, certain direct and indirect subsidiaries, and the senior lending group parties as parties to the agreement.

Is there an official company signature on the filing?

Yes. The excerpt shows the filing is signed by Timothy J. Donnelly, identified as Chief Information Officer, General Counsel & Secretary.

Does the 8-K include machine-readable financial data?

Yes. The filing references an Interactive Inline XBRL cover page data file embedded in the document.