Virco Mfg. Corporation received an amended Schedule 13G/A from Minerva Advisors LLC and related entities reporting a sizeable passive ownership position. Minerva Advisors LLC reports beneficial ownership of 1,448,198 shares9.2% of the outstanding shares1,454,372 shares9.2%15,761,141 Virco shares outstanding as of December 8, 2025passive, stating that the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Virco.
Positive
None.
Negative
None.
Insights
Minerva discloses a passive 9.2% stake in Virco common stock.
The filing shows Minerva Advisors LLC and related entities beneficially owning 1,448,198 Virco shares, or 9.2% of the company’s common stock, with David P. Cohen reporting a similar 9.2% beneficial stake. These positions are calculated against 15,761,141 shares outstanding as of December 8, 2025.
The certification explicitly states the shares were not acquired and are not held to change or influence control, indicating a passive investment posture under Schedule 13G. Voting and dispositive power are split between sole and shared authority across Minerva entities and Cohen, reflecting a typical adviser–fund structure.
This kind of ownership disclosure mainly informs investors about who holds significant blocks of stock rather than signaling an operational change at Virco. Future company filings might update these percentages if Minerva’s holdings or Virco’s shares outstanding change.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)
VIRCO MFG. CORPORATION
(Name of Issuer)
Common Stock $.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
Minerva Advisors LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
915,933.00
6
Shared Voting Power
532,265.00
7
Sole Dispositive Power
915,933.00
8
Shared Dispositive Power
532,265.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,448,198.00
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)
9.2 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
927651109
1
Names of Reporting Persons
MINERVA GROUP LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
915,933.00
6
Shared Voting Power
7
Sole Dispositive Power
915,933.00
8
Shared Dispositive Power
9
Aggregate Amount Beneficially Owned by Each Reporting Person
915,933.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
927651109
1
Names of Reporting Persons
MINERVA GP, LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
915,933.00
6
Shared Voting Power
7
Sole Dispositive Power
915,933.00
8
Shared Dispositive Power
9
Aggregate Amount Beneficially Owned by Each Reporting Person
915,933.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
927651109
1
Names of Reporting Persons
MINERVA GP, INC.
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
PENNSYLVANIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
915,933.00
6
Shared Voting Power
7
Sole Dispositive Power
915,933.00
8
Shared Dispositive Power
9
Aggregate Amount Beneficially Owned by Each Reporting Person
915,933.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
927651109
1
Names of Reporting Persons
DAVID P COHEN
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
922,107.00
6
Shared Voting Power
532,265.00
7
Sole Dispositive Power
922,107.00
8
Shared Dispositive Power
532,265.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,454,372.00
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)
9.2 %
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, CA 90501
Item 2.
(a)
Name of person filing:
Minerva Advisors LLC
Minerva Group, LP
Minerva GP, LP
Minerva GP, Inc.
David P. Cohen
(b)
Address or principal business office or, if none, residence:
50 Monument Road, Suite 201
Bala Cynwyd, PA 19004
(c)
Citizenship:
David P. Cohen is a U.S. Citizen.
Minerva Advisors LLC, Minerva Group, LP, and Minerva GP, LP are organized under Delaware law.
Minerva GP, Inc. is organized under Pennsylvania law.
(d)
Title of class of securities:
Common Stock $.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:
Minerva Advisors LLC* - 1,448,198
Minerva Group, LP - 915,933
Minerva GP, LP* - 915,933
Minerva GP, Inc.* - 915,933
David P. Cohen* - 1,454,372
*Each of these reporting persons is deemed a beneficial owner of the 915,933 shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of the 6,174 shares of the issuer owned individually and is also deemed a beneficial owner of the 1,448,198 shares of the Issuer beneficially owned by Minerva Advisors LLC.
(b)
Percent of class:
Minerva Advisors LLC* - 9.2%
Minerva Group, LP - 5.8%
Minerva GP, LP* - 5.8%
Minerva GP, Inc.* - 5.8%
David P. Cohen* - 9.2%
*Each of these reporting persons is deemed a beneficial owner of the 5.8% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of .04% of the shares of the Issuer owned individually and is also deemed a beneficial owner of 9.2% of the shares of the Issuer beneficially owned by Minerva Advisors LLC.
Based on a total of 15,761,141 shares of the Issuer's Common Stock outstanding as of December 8, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended October 31, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Minerva Advisors LLC* - 915,933
Minerva Group, LP - 915,933
Minerva GP, LP* - 915,933
Minerva GP, Inc.* - 915,933
David P. Cohen* - 922,107
*Each of these reporting persons is deemed a beneficial owner of the 915,933 shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of 6,174 shares of the Issuer owned individually.
(ii) Shared power to vote or to direct the vote:
Minerva Advisors LLC - 532,265
David P. Cohen** - 532,265
**David P. Cohen is deemed a beneficial owner of the 532,265 shares of the Issuer beneficially owned by Minerva Advisors LLC.
(iii) Sole power to dispose or to direct the disposition of:
Minerva Advisors LLC* - 915,933
Minerva Group, LP - 915,933
Minerva GP, LP* - 915,933
Minerva GP, Inc.* - 915,933
David P. Cohen* - 922,107
*Each of these reporting persons is deemed a beneficial owner of the 915,933 shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of 6,174 shares of the Issuer owned individually.
(iv) Shared power to dispose or to direct the disposition of:
Minerva Advisors LLC - 532,265
David P. Cohen** - 532,265
**David P. Cohen is deemed a beneficial owner of the 532,265 shares of the Issuer beneficially owned by Minerva Advisors LLC.
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.
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.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
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.
What stake does Minerva Advisors report in Virco Mfg. Corporation (VIRC)?
Minerva Advisors LLC reports beneficial ownership of 1,448,198 Virco shares, representing 9.2% of the common stock. This makes Minerva a significant shareholder based on 15,761,141 Virco shares outstanding as of December 8, 2025, as cited in the company’s latest Form 10-Q.
How many Virco (VIRC) shares does David P. Cohen beneficially own?
David P. Cohen reports beneficial ownership of 1,454,372 Virco shares, or 9.2% of the common stock. This includes 6,174 shares he owns individually plus shares he is deemed to beneficially own through Minerva Advisors LLC and related investment entities.
Is Minerva’s Virco (VIRC) investment classified as passive or active?
The investment is classified as passive. The certification states the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Virco, other than activities solely in connection with a nomination under Rule 14a-11.
What ownership percentage in Virco (VIRC) does Minerva Group, LP report?
Minerva Group, LP reports beneficial ownership of 915,933 Virco shares, representing 5.8% of the common stock. Related entities Minerva GP, LP and Minerva GP, Inc. are each deemed beneficial owners of the same 915,933 shares held by Minerva Group, LP.
On what share count is Minerva’s Virco (VIRC) ownership percentage based?
The reported ownership percentages use 15,761,141 Virco common shares outstanding as the denominator. This share count comes from Virco’s Quarterly Report on Form 10-Q for the period ended October 31, 2025, which stated that amount outstanding as of December 8, 2025.
How is voting and dispositive power over Virco (VIRC) shares allocated among Minerva entities?
Minerva Advisors LLC reports sole voting and dispositive power over 915,933 Virco shares and shared voting and dispositive power over 532,265 shares. Cohen is deemed to share voting and dispositive power over those 532,265 shares beneficially owned by Minerva Advisors LLC.
