Cleveland Capital entities and principals report a significant passive stake in Virco Mfg. Corporation’s common stock. As of the event date, Cleveland Capital Management, L.L.C., Cleveland Capital, L.P., and John Shiry each report beneficial ownership of 1,050,000 Virco shares, representing 6.7% of the outstanding common stock.
Managing member Wade Massad reports beneficial ownership of 1,096,119 shares, or 7.0% of the class, including 46,119 shares over which he has sole voting and dispositive power. The filing states that all reported securities are directly owned by an advisory client of Cleveland Capital Management and a control person, and the reporting persons certify the holdings are not for the purpose of changing or influencing control of Virco.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Virco Mfg. Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
927651109
(CUSIP Number)
01/27/2026
(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)
SCHEDULE 13G
CUSIP No.
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
1,050,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,050,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,050,000.00
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)
6.7 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
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
1,050,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,050,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,050,000.00
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)
6.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
46,119.00
6
Shared Voting Power
1,050,000.00
7
Sole Dispositive Power
46,119.00
8
Shared Dispositive Power
1,050,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,096,119.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
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
1,050,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,050,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,050,000.00
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)
6.7 %
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. - 1,050,000
Cleveland Capital, L.P. - 1,050,000
Wade Massad - 1,096,119
John Shiry - 1,050,000
(b)
Percent of class:
Cleveland Capital Management, L.L.C. - 6.7%
Cleveland Capital, L.P. - 6.7%
Wade Massad - 7.0%
John Shiry - 6.7%
(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 - 46,119
John Shiry - 0
(ii) Shared power to vote or to direct the vote:
Cleveland Capital Management, L.L.C. - 1,050,000
Cleveland Capital, L.P. - 1,050,000
Wade Massad - 1,050,000
John Shiry - 1,050,000
(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 - 46,119
John Shiry - 0
(iv) Shared power to dispose or to direct the disposition of:
Cleveland Capital Management, L.L.C. - 1,050,000
Cleveland Capital, L.P. - 1,050,000
Wade Massad - 1,050,000
John Shiry - 1,050,000
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:
02/02/2026
Cleveland Capital, L.P.
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad, Managing Member of the General Partner
Date:
02/02/2026
Wade Massad
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad
Date:
02/02/2026
John Shiry
Signature:
/s/ John Shiry
Name/Title:
John Shiry
Date:
02/02/2026
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
What stake in Virco Mfg. Corporation (VIRC) is reported in this Schedule 13G?
The filing reports that Cleveland Capital entities and related individuals beneficially own up to 1,096,119 shares of Virco common stock, or 7.0% of the class. This indicates a sizable minority position in the company’s outstanding common shares.
Who are the reporting persons in the Virco (VIRC) Schedule 13G filing?
The reporting persons are Cleveland Capital Management, L.L.C., Cleveland Capital, L.P., Wade Massad, and John Shiry. Each reports beneficial ownership of Virco common stock, with Massad and Shiry identified as U.S. citizens and the entities organized in Delaware.
How much Virco (VIRC) stock does Wade Massad report owning?
Wade Massad reports beneficial ownership of 1,096,119 Virco shares, representing 7.0% of the common stock. This includes 46,119 shares over which he has sole voting and dispositive power, and 1,050,000 shares over which he shares voting and dispositive power.
Is Cleveland Capital’s Virco (VIRC) position reported as passive or activist?
The position is certified as passive. The reporting persons state the securities were not acquired and are not held to change or influence control of Virco, other than activities solely in connection with a nomination under Rule 240.14a-11, if applicable.
Who directly owns the Virco (VIRC) shares reported in this Schedule 13G?
The filing explains that all reported securities are directly owned by an advisory client of Cleveland Capital Management, L.L.C., and by one of its control persons. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest in those securities.
What percentage of Virco (VIRC) does Cleveland Capital Management, L.L.C. report?
Cleveland Capital Management, L.L.C. reports beneficial ownership of 1,050,000 Virco shares, representing 6.7% of the company’s common stock. It reports shared voting and dispositive power over all of these shares, with no sole voting or dispositive authority.
