Virco Mfg Corporation has a significant shareholder group led by Cleveland Capital entities and related individuals reporting ownership under Schedule 13G/A. Cleveland Capital Management, L.L.C. and Cleveland Capital, L.P. each report beneficial ownership of 1,540,766 shares of common stock, representing 9.8% of the outstanding class, with shared voting and dispositive power over these shares.
Individual reporting persons Wade Massad and John Shiry each report beneficial ownership tied to the same 1,540,766 shares, with Massad additionally holding 49,946 shares with sole voting and dispositive power. Massad’s aggregate beneficial ownership is stated at 10.1% of the class. All reported securities are directly owned by an advisory client of Cleveland Capital Management, L.L.C., and each reporting person disclaims beneficial ownership beyond their pecuniary interest.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned (Cleveland Capital entities):1,540,766 sharesOwnership percentage (Cleveland Capital entities):9.8%Solely held shares (Wade Massad):49,946 shares+3 more
6 metrics
Shares beneficially owned (Cleveland Capital entities)1,540,766 sharesBeneficially owned by Cleveland Capital Management, L.L.C. and Cleveland Capital, L.P.
Ownership percentage (Cleveland Capital entities)9.8%Percent of Virco Mfg common stock class for each Cleveland Capital entity
Solely held shares (Wade Massad)49,946 sharesShares with sole voting and dispositive power held by Wade Massad
Shared voting power shares (Massad and Shiry)1,540,766 sharesShares over which Massad and Shiry each have shared voting and dispositive power
Ownership percentage (Wade Massad)10.1%Percent of Virco Mfg common stock beneficially owned by Wade Massad
Par value per share$0.01 per sharePar value of Virco Mfg common stock class reported
"Amount beneficially owned: Cleveland Capital Management, L.L.C. - 1,540,766"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"Shared Voting Power 1,540,766.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 1,540,766.00"
pecuniary interestfinancial
"disclaims beneficial ownership... except to the extent of his, her or its pecuniary interest"
advisory clientfinancial
"All of the securities reported in this are directly owned by an advisory client"
Investment Company Act of 1940regulatory
"an investment company registered under the Investment Company Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
What percentage of Virco Mfg (VIRC) does Cleveland Capital report owning?
Cleveland Capital Management, L.L.C. and Cleveland Capital, L.P. each report beneficial ownership of 1,540,766 shares of Virco Mfg common stock, representing 9.8% of the outstanding class, with shared voting and dispositive power over these shares.
How many Virco Mfg (VIRC) shares does Wade Massad beneficially own?
Wade Massad reports beneficial ownership of Virco Mfg shares through 49,946 shares with sole voting and dispositive power and 1,540,766 shares with shared power, for an aggregate beneficial interest representing 10.1% of the common stock class.
What is John Shiry’s reported ownership in Virco Mfg (VIRC)?
John Shiry reports beneficial ownership of 1,540,766 shares of Virco Mfg common stock with shared voting and dispositive power, representing 9.8% of the company’s outstanding common stock according to the Schedule 13G/A filing.
Who directly owns the Virco Mfg (VIRC) shares reported in this Schedule 13G/A?
The filing states that all of the securities reported are directly owned by an advisory client of Cleveland Capital Management, L.L.C., and by one of its control persons, rather than being directly owned by the reporting persons individually.
Do Cleveland Capital and related persons claim full beneficial ownership of Virco (VIRC) shares?
The reporting persons expressly disclaim beneficial ownership of the Virco shares except to the extent of their pecuniary interest, and note the report should not be deemed an admission of beneficial ownership for any legal purpose.
What class of Virco Mfg (VIRC) securities is covered in this Schedule 13G/A?
The Schedule 13G/A covers Virco Mfg’s Common Stock, $0.01 par value per share, identified by CUSIP 927651109, with ownership and voting power details reported for each Cleveland Capital-related reporting person.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
VIRCO MFG CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
927651109
(CUSIP Number)
06/04/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
927651109
1
Names of Reporting Persons
Cleveland Capital Management, L.L.C.
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
0.00
6
Shared Voting Power
1,540,766.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,540,766.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,540,766.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
927651109
1
Names of Reporting Persons
Cleveland Capital, L.P.
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
0.00
6
Shared Voting Power
1,540,766.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,540,766.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,540,766.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
927651109
1
Names of Reporting Persons
Wade Massad
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
49,946.00
6
Shared Voting Power
1,540,766.00
7
Sole Dispositive Power
49,946.00
8
Shared Dispositive Power
1,540,766.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,712.00
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)
10.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
927651109
1
Names of Reporting Persons
John Shiry
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
0.00
6
Shared Voting Power
1,540,766.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,540,766.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,540,766.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
HC, 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:
Cleveland Capital Management, L.L.C.
Cleveland Capital, L.P.
Wade Massad
John Shiry
(b)
Address or principal business office or, if none, residence:
Cleveland Capital Management, L.L.C.
1250 LINDA ST., SUITE 304, ROCKY RIVER, OH, 44116
Cleveland Capital, L.P.
1250 LINDA STREET, SUITE 304, ROCKY RIVER, OH, 44116
Wade Massad
1250 LINDA STREET, SUITE 304, ROCKY RIVER, OH, 44116
John Shiry
1250 LINDA STREET, SUITE 304, ROCKY RIVER, OH, 44116
(c)
Citizenship:
Cleveland Capital Management, L.L.C. - Delaware
Cleveland Capital, L.P. - Delaware
Wade Massad - United States
John Shiry - United States
(d)
Title of class of securities:
Common Stock, $0.01 par value per share
(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:
Cleveland Capital Management, L.L.C. - 1,540,766
Cleveland Capital, L.P. - 1,540,766
Wade Massad - 1,540,766
John Shiry - 1,540,766
(b)
Percent of class:
Cleveland Capital Management, L.L.C. - 9.8%
Cleveland Capital, L.P. - 9.8%
Wade Massad - 10.1%
John Shiry - 9.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Cleveland Capital Management, L.L.C. - 0
Cleveland Capital, L.P. - 0
Wade Massad - 49,946
John Shiry - 0
(ii) Shared power to vote or to direct the vote:
Cleveland Capital Management, L.L.C. - 1,540,766
Cleveland Capital, L.P. - 1,540,766
Wade Massad - 1,540,766
John Shiry - 1,540,766
(iii) Sole power to dispose or to direct the disposition of:
Cleveland Capital Management, L.L.C. - 0
Cleveland Capital, L.P. - 0
Wade Massad - 49,946
John Shiry - 0
(iv) Shared power to dispose or to direct the disposition of:
Cleveland Capital Management, L.L.C. - 1,540,766
Cleveland Capital, L.P. - 1,540,766
Wade Massad - 1,540,766
John Shiry - 1,540,766
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.
All of the securities reported in this Schedule 13G are directly owned by an advisory client of Cleveland Capital Management, L.L.C., and by one of its control persons.
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.
Please see Exhibit B attached hereto.
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.
Cleveland Capital Management, L.L.C.
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad, Managing Member
Date:
07/24/2026
Cleveland Capital, L.P.
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad, Managing Member of the General Partner
Date:
07/24/2026
Wade Massad
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad
Date:
07/24/2026
John Shiry
Signature:
/s/ John Shiry
Name/Title:
John Shiry
Date:
07/24/2026
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
