American Vanguard (AVD) Director Receives 17,621 Deferred Stock Units

Rhea-AI Filing Summary

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.

Positive

• Director received 17,621 DSUs as non-cash compensation, aligning director incentives with long-term shareholder value
• Direct beneficial ownership increased to 34,411 shares following the reported award
• Disclosure of indirect interest (789,284 shares) via Cruiser Capital provides transparency about advisory-related holdings

Negative

• DSUs carry no voting or dividend rights during the service period, so the award does not increase immediate governance influence
• DSUs are nontransferable until settlement, limiting liquidity for the recipient

Insights

Financial Analyst

TL;DR: Routine director compensation reported; modest direct stake increase and sizeable indirect position via advisory role.

The Form 4 documents a non-cash grant of 17,621 DSUs to a non-management director, consistent with standard deferred equity compensation designed to align directors with shareholder value over time. The DSUs convert to one share each upon termination of service and do not carry current voting or dividend rights, so immediate governance influence is unchanged. The reporting person also discloses an indirect interest of 789,284 shares through advisory relationships, which is material to understanding aggregated insider-related holdings but reflects fund ownership rather than personal shareholding.

Corporate Governance Expert

TL;DR: Compensation disclosure is standard; DSU terms limit immediate control and payouts until settlement.

The disclosure is typical for non-management director compensation: DSUs awarded at $0 purchase price and settled upon service conclusion minimize near-term dilution and align retention incentives. The filing clarifies the DSUs carry no voting or dividend rights during the service period, which is important for governance transparency. The indirect ownership disclosure via Cruiser Capital appropriately signals potential shared voting/dispositive power over significant blocks held by advised funds, while the reporting person disclaims direct beneficial ownership of those fund shares except to the extent of pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROSENBLOOM KEITH M

(Last) (First) (Middle)

4695 MACARTHUR COURT, SUITE 1200

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN VANGUARD CORP [ AVD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/07/2025		A		17,621(1)	A	$0	34,411	D
Common Stock								789,284	I	See Note(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These represent deferred stock units ("DSU") that were awarded as part of the Company's compensation program for non-management directors in connection with the 2025 annual stockholders' meeting. Each DSU constitutes the right to receive one share of the Company's common stock upon settlement (which occurs when the recipient's service with the Company is concluded). During the remaining term of service, DSUs are nontransferable and carry neither voting nor dividend rights. DSUs are subject to the terms and conditions of the Company's standard form DSU agreement.

2. Reporting person maintains an indirect interest in these shares insofar as he is Managing Member of Cruiser Capital, which serves as the management company or as investment advisor to, and may be deemed to have shared voting and dispositive power over Common Stock held by, various investment funds (the "Cruiser Funds") and separately managed accounts (the "Cruiser SMAs", together with the Cruiser Funds, the "Cruiser Funds and SMAs") that it advises. Reporting person may be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Cruiser Funds and SMAs and disclaims beneficial ownership of the securities held by the Cruiser Funds and SMAs except to the extent of his pecuniary interest.

	/s/ KEITH M. ROSENBLOOM	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Keith M. Rosenbloom report on the Form 4 for AVD?

He reported acquiring 17,621 deferred stock units (DSUs) on 08/07/2025, increasing his direct beneficial ownership to 34,411 shares and disclosing an indirect interest in 789,284 shares via Cruiser Capital.

What are DSUs and when do they convert to common stock?

The filing states each DSU constitutes the right to receive one share upon settlement, which occurs when the recipient's service with the company ends.

Do the DSUs carry voting or dividend rights now?

No. The DSUs are nontransferable during the term of service and carry neither voting nor dividend rights until settlement.

Why is there an indirect ownership disclosure of 789,284 shares?

Mr. Rosenbloom is the Managing Member of Cruiser Capital, which advises funds and separately managed accounts that hold those shares; he may be deemed to have shared voting and dispositive power over them.

Was any cash paid for the DSUs?

No purchase price was reported; the transaction lists a price of $0 for the DSU award.