Virco Mfg. Corporation received an updated ownership report from shareholder Douglas A. Virtue. He reports beneficial ownership of 906,104 shares of Virco common stock, representing 5.7% of the outstanding shares, based on 15,761,141 shares outstanding as of January 31, 2026.
The holdings include 64,157 shares held for his benefit in the company’s 401(k) plan and 23,552 shares owned by his spouse, for which he disclaims beneficial ownership except for his pecuniary interest. Virtue certifies that the shares were not acquired and are not held for the purpose of changing or influencing control of Virco.
What percentage of Virco (VIRC) does Douglas A. Virtue report owning in this Schedule 13G/A?
Douglas A. Virtue reports beneficial ownership of 5.7% of Virco’s common stock. This percentage is calculated based on 15,761,141 shares outstanding as of January 31, 2026, giving investors a clear view of his stake relative to the company’s total equity.
How many Virco (VIRC) shares does Douglas A. Virtue beneficially own?
Douglas A. Virtue reports beneficial ownership of 906,104 shares of Virco common stock. This total includes shares held directly, 401(k) plan holdings, and shares owned by his spouse, giving a consolidated picture of his economic interest in the company.
How many Virco (VIRC) shares reported by Douglas A. Virtue are held in the company’s 401(k) plan?
The filing states that 64,157 Virco common shares are held for Douglas A. Virtue’s benefit under the company’s 401(k) plan. These plan holdings are included in his total beneficial ownership of 906,104 shares reported in the Schedule 13G/A.
What portion of Douglas A. Virtue’s Virco (VIRC) holdings are owned by his spouse?
The report includes 23,552 shares of Virco common stock owned by Douglas A. Virtue’s spouse. He disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, but they are counted in the 906,104 total beneficially owned shares.
Does Douglas A. Virtue indicate an intent to influence control of Virco (VIRC)?
No. Douglas A. Virtue certifies the securities were not acquired and are not held for the purpose of changing or influencing control of Virco. He also states they are not held in connection with any transaction having that purpose or effect, subject to a stated nomination exception.
What voting and dispositive powers over Virco (VIRC) shares does Douglas A. Virtue report?
Douglas A. Virtue reports sole voting and dispositive power over 882,552 shares and shared voting and dispositive power over 23,552 shares. These figures describe how many shares he can vote or sell on his own versus those where authority is shared.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Virco Mfg. Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
927651109
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
927651109
1
Names of Reporting Persons
Douglas A. Virtue
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
882,552.00
6
Shared Voting Power
23,552.00
7
Sole Dispositive Power
882,552.00
8
Shared Dispositive Power
23,552.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
906,104.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Virco Mfg. Corporation
(b)
Address of issuer's principal executive offices:
2027 Harpers Way, Torrance, California, 90501
Item 2.
(a)
Name of person filing:
Douglas A. Virtue
(b)
Address or principal business office or, if none, residence:
2027 Harpers Way, Torrance, CA 90501
(c)
Citizenship:
United States of America
(d)
Title of class of securities:
Common Stock, $0.01 par value
(e)
CUSIP No.:
927651109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
906,104 shares of common stock, including 64,157 shares of common stock held for the benefit of the filing person under the Company's 401(k) Plan. Also includes 23,552 shares owned by Mr. Virtue's spouse, to which he disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(b)
Percent of class:
Based on 15,761,141 shares of common stock outstanding as of January 31, 2026, 5.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
882,552 shares
(ii) Shared power to vote or to direct the vote:
23,552 shares
(iii) Sole power to dispose or to direct the disposition of:
882,552 shares
(iv) Shared power to dispose or to direct the disposition of:
23,552 shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
