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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Transition Period From To

Commission file number 001-13795

AMERICAN VANGUARD CORPORATION


Delaware		95-2588080
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification Number)

4695 MacArthur Court, Newport Beach, California		92660
(Address of principal executive offices)		(Zip Code)

(949) 260-1200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, $0.10 par value

     AVD

     New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark ~~whether~~if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting stock of the registrant held by non-affiliates is $~~240~~111.61 million. This figure is estimated as of June 30, ~~2024~~2025 at which date the closing price of the registrant’s Common Stock on the New York Stock Exchange was $83.6092 per share. For purposes of this calculation, shares owned by executive officers, directors, and 5% stockholders known to the registrant have been deemed to be owned by affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. The number of shares of $0.10 par value Common Stock outstanding as of June 30, ~~2024~~2025, was 3428,~~655~~863,~~429~~241. The number of shares of $.10 par value Common Stock outstanding as of ~~March~~February 520, ~~2025~~2026 was 28,~~266~~539,~~826~~562.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement relating to its ~~2024~~2026 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The Registrant’s definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

AMERICAN VANGUARD CORPORATION

ANNUAL REPORT ON FORM 10-K

December 31, ~~2024~~2025

		Page No.
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	98
Item 1B.	Unresolved Staff Comments	1613
Item 1C.	Cybersecurity	1613
Item 2.	Properties	1714
Item 3.	Legal Proceedings	1815
Item 4.	Mine Safety Disclosures	1815
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1916
Item 6.	Reserved	2017
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2118
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3127
Item 8.	Financial Statements and Supplementary Data	3228
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6663
Item 9A.	Controls and Procedures	6663
Item 9B.	Other Information	7067
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	7067
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	7168
Item 11.	Executive Compensation	8268
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~110~~68
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~111~~68
Item 14.	Principal Accountant Fees and Services	112
	PART IV
Item 15.	Financial Statement, Schedule, and Exhibits	~~114~~69
Item 16.	Form 10-K Summary	~~118~~73
SIGNATURES AND CERTIFICATIONS		~~119~~74

AMERICAN VANGUARD CORPORATION

(Dollars in thousands, except per share data)

PART I

Unless otherwise indicated or the context otherwise requires, the terms “Company,” “we,” “us,” and “our” refer to American Vanguard Corporation and its consolidated subsidiaries (“AVD”).

The Company, from time-to-time, may discuss forward-looking statements including assumptions concerning the Company’s operations, future results and prospects. Generally, “may,” “could,” “will,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue” and similar words identify forward-looking statements. Forward-looking statements appearing in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our current expectations and are subject to risks and uncertainties that can cause actual results and events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions contained in the entire report. Such factors include, but are not limited to: changes in environmental, governmental, or other regulations; U.S. Environmental Protection Agency (“USEPA”) preliminary findings and related public statements and registration review and petitions; product and environmental liability; pesticide and per- and polyfluoroalkyl substances (“PFAS”) legislation, lawsuits, and challenges; the Company’s dependence on suppliers; global supply chain; tariffs; tax laws, treaties, or similar regulations; artificial intelligence (“AI”); global economy fluctuations and volatility; weather conditions; the Company’s new debt structure; the Company’s ability to borrow under our credit facility; customer prepayments; impairments; cybersecurity events; capacity and supply utilization, including any constraints or difficulties; inflation trends; investment in foreign businesses; the Company’s acquisitions; generic competitors; customer base; product demand and market acceptance risks; the effect of economic conditions; weather conditions; changes in regulatory policy; the impact of competitive products and pricing; changes in foreign exchange rates; product development and commercialization difficulties; capacity and supply constraints or difficulties; availability of capital resources given that interest rate and inflation affect the debt market; the impact of, and our ability to, remediate the identified material weaknesses in our internal controls over financial reporting; the ability to implement business improvement initiatives successfully and general business regulations, including taxes and other risks as detailed from time-to-time in the Company’s reports and filings filed with the U.S. ~~Security~~Securities and Exchange Commission (“SEC”). It is not possible to foresee or identify all such factors. We urge you to consider these factors carefully in evaluating the forward-looking statements contained in this report. You should evaluate all forward-looking statements made in this Form 10-K in the context of the risks and uncertainties disclosed in Part I, Item 1A of this Form 10-K under the heading "Risk Factors," in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," and in Item 7A "Quantitative and Qualitative Disclosures About Market Risk."

The forward-looking statements included in this Form 10-K are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

All dollar amounts reflected in the consolidated financial statements are expressed in thousands, except per share data.

~~Strategic~~Solely ~~Direction~~for convenience, certain trademark and ~~Major~~service ~~Initiatives~~marks referred to in this Annual Report on Form 10-K appear without the ® or ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and service marks. This Annual Report on Form 10-K may also contain additional trademarks or service marks of other companies, which are the property of their respective owners.

~~During~~References ~~2024,~~to ~~AVD~~our ~~took~~website ~~decisive~~throughout ~~and~~this ~~necessary~~Annual ~~measures~~Report toon ~~transform~~Form ~~its~~10-K ~~entire~~are ~~enterprise~~provided ~~into a platform~~ for ~~stronger~~convenience ~~growth~~only and ~~profitability. Leading up to 2024, it had become increasingly clear that while~~ the ~~Company~~content ~~had~~on ~~successfully~~our ~~grown~~website indoes ~~size~~not ~~and~~constitute ~~geographical reach through several years of acquisition activity, its operating leverage had eroded in the process. This, in turn, caused management and the board to take~~ a ~~close~~part ~~look at the consolidated enterprise with the goal~~ of ~~returning to higher EBITDA margins~~, ~~achieving greater efficiency~~ and ~~laying~~shall ~~the~~not ~~foundation~~be ~~for~~deemed ~~growth.~~incorporated ~~To that end, the Company invested its resources~~ by ~~engaging~~reference ~~outside consultants to study the business in depth and to map out a plan for transformation. Through these collective efforts~~into, ~~the~~this ~~Company~~Annual ~~defined~~Report a blueprint for success including both business transformation (e.g., driving down supply chain cost, optimizing manufacturing, establishing strategic go-to-market approach and structural reorganization). In addition, we are working with ERP provider QAD, to establish a robust, digital platform (to place the global business on aForm ~~single platform, with standardized processes to support well~~10-~~informed planning and business management)~~K. ~~The vast majority of business transformation expenses were incurred in 2024. In subsequent years, the Company will be advancing the implementation plan largely through internal resources.~~

In the interest of expediting these transformation efforts, AVD recruited and hired a new CEO, Douglas A. Kaye III, in mid-December 2024. Mr. Kaye brings extensive experience in the crop protection industry, a keen business acumen and strong relationships with the Company's customers. Under Mr. Kaye's leadership, while establishing a new organizational structure, AVD has added experienced senior executives to newly created positions in supply chain and strategy roles to ensure sustainable, efficient operations and to help expand through new product launches while engendering a culture of accountability to KPIs captured in the mantra "simplify, execute and deliver".

Further, in the course of its assessment of development projects, investments, inventory trends and sales by product line, the Company identified a number of assets that have not maintained their current or future value and, under applicable accounting principles, are considered to be impaired. Chief among these assets is the Company's SIMPAS precision application technology, the adoption of which, after having improved modestly in prior years, came to a virtual halt in 2024. While SIMPAS has attained full functionality among current users, the Company has concluded that it is not positioned to commercialize this technology more broadly and cannot justify continued, significant investment. Similarly, AVD has concluded two herbicide products purchased in 2019 are impaired, their markets having largely evaporated. Taken together, nonrecurring charges including business transformation expenses, the impairment of the investment in SIMPAS, costs of voluntarily canceling Dacthal, goodwill and intangible assets impairment, inventory write downs, and certain other expenses during 2024 totaled $117,355. With these expenses behind us, the Company is moving with speed and intention to realize the substantial benefits of transformation and to return greater value to shareholders, as the new CEO leads the Company toward greater operational efficiency, growth and beneficial change.

ITEM 1 BUSINESS

American Vanguard Corporation (“AVD”) was incorporated under the laws of the State of Delaware in January 1969 and operates as a holding company. The Company conducts its business through its ~~principle~~ principal operating subsidiaries, including AMVAC Chemical Corporation (“AMVAC”) for its domestic business and AMVAC Netherlands BV (“AMVAC BV”) for its international business.

The operating subsidiaries in the U.S. include: AMVAC, GemChem, Inc. (“GemChem”), ~~Envance Technologies, LLC (“Envance”),~~ TyraTech Inc. (“TyraTech”) and OHP Inc. (“OHP”).

Internationally, the Company operates its business through the following subsidiaries: AMVAC BV, AMVAC Hong Kong Limited (“AMVAC Hong Kong”), AMVAC Mexico Sociedad de Responsabilidad Limitada (“AMVAC M”), AMVAC de Costa Rica Sociedad de Responsabilidad Limitada (“AMVAC CR Srl”), Grupo AgriCenter (including the parent AgriCenter S.A. and its subsidiaries) (“AgriCenter”), AMVAC do Brasil Representácoes Ltda (“AMVAC do Brasil”), AMVAC do Brazil 3p LTDA (“AMVAC 3p”), American Vanguard Australia PTY Ltd (“AVD Australia”), AgNova Technologies PTY Ltd (“AgNova”), and the Agrinos group entities (“Agrinos”).

As we ended 2025, we have made the determination that the AMVAC BV/AMVAC Hong Kong Limited structure is no longer a necessary operating structure. During the final quarter of 2025, that structure has been effectively removed from operating the international businesses. Both the shareholdings in those businesses and the subsidiary international businesses are being reviewed and will be addressed in 2026.

The Company has one reportable segment.

AMVAC is a California corporation that traces its history from 1945 and is a manufacturer of chemical, biological and biorational products that develops and markets solutions for agricultural, commercial and consumer uses. It synthesizes and formulates chemicals and ferments and extracts microbial products for crops, turf, ornamental plants, and human and animal health protection. These products, which include insecticides, fungicides, herbicides, soil health, plant nutrition, molluscicides, growth regulators, soil fumigants, and biorationals, are marketed in liquid, powder, and granular forms. AMVAC primarily synthesizes, formulates, and distributes its own proprietary products or custom manufactures, formulates or distributes for others. In addition, the Company has carved out a leadership position in closed delivery systems, through the offering of certain of its products in SmartBox Plus, Lock ‘n Load and EZ Load systems. AMVAC has historically expanded its business through both the acquisition of established chemistries, and the development and commercialization of new formulations or compounds through licensing arrangements. Beginning in 2021, we commenced basic molecular research and development of intellectual property related to our green solutions portfolio, which we have continued for purposes of addressing this growing market.

AMVAC BV is a Netherlands Corporation that was established in 2012 and is based in the Netherlands. AMVAC BV sells products both directly and through its network of subsidiaries in various international territories.

~~Below~~The isCompany adid ~~description~~not ofcomplete any acquisitions during 2025 and 2024. During 2023, the Company’s completed the acquisition~~/licensing~~ ~~during~~of ~~2023~~Punto Verde S.A. ~~There~~Punversa ~~were~~(Punto noVerde), ~~acquisitions~~a well-established distributor in ~~2024~~Guayaquil, Ecuador, to strengthen its product portfolio and market access in the Latin American region.

OnStrategic ~~October~~Direction 5, 2023, the Company completed the purchase of all the outstanding shares of Punto Verde, a well-established distributor of agricultural products, located in Guayaquil, Ecuador. The acquired assets included product registration, trade names and ~~trademarks,~~Major ~~customer~~Initiatives ~~lists, workforce, fixed assets, and existing working capital.~~

OnDuring ~~January~~2025, 4with a strengthened management team operating under the mantra “Simplify, ~~2023~~Prioritize and Deliver”, AVD ~~the~~took ~~Company~~enterprise-wide ~~completed~~measures to improve growth and profitability. What had begun in 2024 with the ~~purchase~~help of ~~certain~~outside ~~assets~~consultants ~~from~~was ~~American~~implemented ~~Bio-Systems~~by the management team as a business improvement plan that included driving down supply chain costs, ~~Inc.~~optimizing ~~related~~manufacturing, establishing strategic go-to-market approaches and redefining the ~~proprietary-formula~~organizational ~~microbial~~structure. ~~cleaning~~In ~~products~~effect, ~~BioMopPlus®~~the ~~and~~Company ~~DrainGel®~~has taken deliberate measures to control those things that it can control. ~~The~~This ~~assets~~proved ~~acquired~~to ~~include~~be ~~end-use~~especially ~~registrations~~important in light of weakened market conditions during 2025. In spite of the market, ~~trademarks~~thanks in part to the business improvement plan, ~~formulation~~gross ~~know~~margin percentages improved significantly year-~~how,~~over-year and ~~books~~the Company’s operating expenses decreased both as a percent of sales and ~~records~~on an absolute basis. With a leaner, more efficient platform, the Company is poised to generate greater profitability as market conditions stabilize and improve.

Seasonality

The agricultural chemical industry, in general, is cyclical in nature. The demand for AVD’s products tends to be seasonal. Seasonal usage, however, does not necessarily follow calendar dates, but more closely follows growing patterns, weather conditions, geography, weather related pressure from pests and customer marketing programs. Further, growing seasons vary by geographical region; thus, there is no single seasonal cycle affecting our sales. Rather, multiple seasons transpire over the course of the calendar year.

Backlog

AVD primarily sells its products based on purchase orders. The purchase orders are typically fulfilled within a short time frame. As a result, backlog is not considered a significant factor of, or a valid metric for, AVD’s business. In 2025 and 2024, the Company has been impacted by customers preferring to buy smaller quantities closer to the time of use, preferring to rely on suppliers to hold inventory in readiness to respond to orders.

Customers

The Company’s largest three customers accounted for 1413%, 1312%, and 1112% of the Company's sales in ~~2024~~2025; 1514%, 1413%, and 811% in ~~2023~~2024; and 1815%, 1314% and 8% in ~~2022~~2023.

Distribution

In the U.S. AMVAC predominantly distributes its products through national distribution companies and buying groups or co-operatives, which purchase AMVAC’s goods on a purchase order basis and, in turn, sell them to retailers/growers/end-users.

Internationally, the Company has sales offices or wholly owned distributors in Central ~~America,~~and ~~Mexico,~~South ~~Brazil~~America, Australia, New Zealand and India, and sales force executives or sales agents in several other territories. The Company’s domestic and international distributors and agents typically have long-established relationships with retailers/end-users, far-reaching logistics and transportation capabilities, and/or customer service expertise. The markets for AVD’s products vary by region, target crop, use and type of distribution channel. AVD’s distributors and agents are experienced at addressing the needs of these various markets.

Competition

In its many marketplaces, AVD faces competition from both domestic and foreign manufacturers. Many of our competitors are larger and have substantially greater financial and technical resources than AVD. AVD’s capacity to compete depends on its ability to develop additional formulations of our proven grower solutions and/or expand its product lines, geographic footprint and customer base. AVD competes principally based on quality, product efficacy, price, technical service and customer support. In some cases, AVD has positioned itself in smaller niche markets, which are no longer addressed by larger companies. In other cases, for example in the Midwest corn and soybean markets, the Company competes directly against larger competitors.

Manufacturing

~~Through~~The ~~its~~Company operates a total of six manufacturing facilities (see Item 2, Properties)~~, AVD synthesizes many of the technical grade active ingredients that are in its end-use products~~. ~~Further,~~At ~~the Company formulates and packages its end-use products at~~ four of ~~its~~these ~~own~~ facilities or at the facilities of third-party formulators in the U.S. and at various international locations~~. Furthermore~~, the Company ~~owns~~synthesizes many of the technical grade active ingredients that are in its end-use products, and ~~operates~~formulates and packages its end-use products. The other two facilities are biological fermentation sites, one site in the U.S. and one in Mexico,. ~~and~~Further, inthe ~~addition,~~Company has a certain biological product manufactured under a long-term arrangement at a third-party facility in India.

Raw Materials

AVD utilizes numerous companies to supply the various raw materials and components used in manufacturing its products. Many of these materials are readily available from domestic sources. In instances where there is a single source of supply, AVD seeks to secure its supply by either long-term (multi-year) arrangements or purchasing on long lead times from its suppliers. Further, where the availability or cost of certain raw materials may be subject to the effect of tariffs and/or supply chain disruption, the Company may order goods at times or in volumes out of the ordinary course to optimize pricing and to ensure supply.

Intellectual Property

AVD’s proprietary product formulations are protected, to the extent possible, as trade secrets and, to a lesser extent, by patents. Certain of the Company’s closed delivery systems are patented, and the Company has both pending and issued patents relating to its equipment portfolio. In addition, the Company owns multiple issued patents relating to both its low-impact Envance solutions as well as its Agrinos biological and microbial solutions. We have also developed our intellectual property portfolio by registering our trademarks and service marks. The Company believes that AVD’s trademarks bring value to its products in both domestic and foreign markets. AVD considers that, in the aggregate, its product registrations, trademarks, licenses, customer lists and patents constitute valuable assets. The Company does not regard its current business as being materially dependent upon any single product registration, trademark, license, or patent.

EPA Registrations

In the U.S., AVD’s products also receive protection afforded by the terms of the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”), pursuant to which it is unlawful to sell any pesticide in the U.S., unless such pesticide has first been registered by the U.S. Environmental Protection Agency (“USEPA”). Most of the Company’s products that are sold in the U.S. are subject to USEPA registration and periodic re-registration requirements and are registered in accordance with FIFRA. This registration by USEPA is based, among other things, on data demonstrating that the product will not cause unreasonable adverse effects on human health or the environment, when used according to approved label directions. In addition, each state requires a specific registration before any of AVD’s products can be marketed or used in that state. State registrations are predominantly renewed annually with a smaller number of registrations that are renewed on a multiple year basis.

Similarly, all foreign countries in which we have registered products have their own regulatory laws and agencies which, like those in the U.S., require the submission of data to demonstrate that the subject products will not cause unreasonable adverse effects on human health or the environment. Some regions, such as the EU, follow a hazard-based approach, in which the cognizant agency typically evaluates a product based upon whether a less hazardous alternative is available, notwithstanding potential benefits. Many foreign agencies recognize data submissions in the form of international dossiers. Nevertheless, the laws governing registration, maintenance and expansion of our products vary from region to region.

In addition, certain of the Company’s biological products are labeled organic under the Organic Materials Review Institute (“OMRI”), Washington State Department of Agriculture (“WSDA”) and/or California Department of Food and Agriculture (“CDFA”) and, as such, are subject to the requirements of those certification standards, including with respect to raw materials and processes. As is the case with synthetic products, these biological products are also subject to specific labeling requirements that may vary from state to state.

The USEPA, state, and foreign agencies have required, and may require in the future, that certain scientific data requirements be performed on registered products sold by AVD. AVD, on its own behalf and in joint efforts with other registrants, has furnished, and is currently furnishing, required data relative to specific products. Under FIFRA, the federal government requires registrants to submit a wide range of scientific data to support U.S. registrations, including in the case of adding labeled uses. This requirement results in operating expenses in such areas as regulatory compliance, with USEPA and other such bodies in the markets in which the Company sells its products. In addition, at times, the Company is required to generate new formulations of existing products and/or to produce new products in order to remain compliant. The Company recorded expenses in the amounts of $16,119, $18,086 and $21,833, during 2025, 2024 and 2023, respectively, on these activities. The costs are included within Research, Product Development and Regulatory in the Company’s consolidated statements of operations.


	2025		2024		2023
Registration	$	11,261	$	11,934	$	14,498
Product development		4,858		6,152		7,335
Total	$	16,119	$	18,086	$	21,833

The USEPA, state, and foreign agencies have required, and may require in the future, that certain scientific data requirements be performed on registered products sold by AVD. AVD, on its own behalf and in joint efforts with other registrants, has furnished, and is currently furnishing, required data relative to specific products. Under FIFRA, the federal government requires registrants to submit a wide range of scientific data to support U.S. registrations, including in the case of adding labeled uses. This requirement results in operating expenses in such areas as regulatory compliance, with USEPA and other such bodies in the markets in which the Company sells its products. In addition, at times, the Company is required to generate new formulations of existing products and/or to produce new products in order to remain compliant. The Company recorded expenses in the amounts of $18,086, $21,833 and $18,081, during 2024, 2023 and 2022, respectively, on these activities. The costs are included within Research, Product Development and Regulatory in the Company’s consolidated statements of operations.

	2024		2023		2022
Registration	$	11,934	$	14,498	$	11,979
Product development		6,152		7,335		6,102
Total	$	18,086	$	21,833	$	18,081

Environmental

American Vanguard is committed to be a part of the global solution to reduce the overall impact on the environment through our focused improvement efforts that minimize energy consumption, greenhouse gas emission, waste generation, and water consumption at our manufacturing and laboratory facilities. We cover our commitment and the specifics of our environmental stewardship program in our ~~2024~~2025 Corporate Sustainability Report, which can be found on the Company's website.

AMVAC is subject to numerous federal and state laws and governmental regulations concerning environmental matters and employee health and safety at its six manufacturing facilities. The Company continually adapts its manufacturing process to the latest environmental control standards of the various regulatory agencies. The USEPA and other federal and state agencies have the authority to promulgate regulations that could have a material impact on the Company’s operations.

AMVAC expends substantial effort to minimize the risk of discharge of materials in the environment and to comply with the governmental regulations relating to protection of the environment. Wherever feasible, AMVAC recovers and recycles raw materials and increases product yield in order to partially offset increasing pollution abatement costs.

The Company is committed to a long-term environmental protection program that reduces emissions of hazardous materials into the environment, as well as to the remediation of identified existing environmental concerns.

Human Capital Resources

We believe that, beyond being essential to our operations, our people have inestimable worth independent of our business. As outlined in our Human Rights Policy (see, www.american-vanguard.com under ESG tab), we believe that it is fundamental to our corporate responsibility and, indeed, to our humanity, that we recognize, respect and nurture the freedom and dignity of all persons. Accordingly, we have insinuated that belief throughout the fabric of our operations in our approach toward our employees. Indeed, the first two core values underlying our commitment to sustainability (see, Update to Corporate Sustainability Report, www.american-vanguard.com under ESG tab) are “Safety First” – which is a culture that begins with highly-regulated manufacturing plants, continues into the design of science-backed products and extends into market-leading delivery systems – and “Making a Difference” – under which, by rewarding achievement and giving our employees a voice, we attract diverse employees who want to make a difference in their careers, in the company and in the communities that we serve.

The Company’s Chief Human Resources Officer ~~will~~leads ~~lead~~ our Human Capital program, which consists of the following elements:

•

Board Oversight –through our Nominating and Corporate Governance Committee (“N&CG”), our board of directors oversees human capital-related risks and opportunities. Annually, the N&CG Committee requires that management provides an update on succession planning for key executives, emphasizing a forward-looking approach with a commitment to strategic leadership planning. We are developing Human Capital programs that drive a culture of performance and engagement.

•

6Strategy – the Company’s human capital strategy has two primary elements: employee engagement and providing them with competitive benefits (including an outstanding health benefits plan). As we have covered in our 2025 Corporate Sustainability Report, our Company is a destination for highly qualified employees who are drawn to a workplace where they can make a difference. Our management philosophy prioritizes collaborative and consistent execution to fulfill our commitments, fostering a performance-driven culture. This strategic approach has empowered the company to optimize retention, even amidst the challenges of a competitive employment market.

•

Strategy – the Company’s human capital strategy has two primary elements: employee engagement and providing them with competitive benefits (including an outstanding health benefits plan). As we have covered in our Update to Corporate Sustainability Report, our Company is a destination for highly qualified employees who are drawn to a workplace where they can make a difference. Our management philosophy prioritizes collaborative and consistent execution to fulfill our commitments, fostering a performance-driven culture. This strategic approach has empowered the company to optimize retention, even amidst the challenges of a competitive employment market.

Compensation – as highlighted in our strategy, compensation is a pivotal component of our human capital approach. We consistently motivate our workforce through competitive compensation and comprehensive welfare benefits. Additionally, we proactively educate our employees on the totality of their compensation, encompassing wages, stock-based compensation arrangements, health benefits, and paid time off.

~~Employee Engagement –our management style is to solicit good ideas from employees, involve them in implementation and give them recognition for ideas that succeed.~~ 6

•

~~The~~Employee ~~Company~~Engagement ~~employed~~–our ~~755~~management ~~employees~~style asemphasizes ~~of December 31~~growth, ~~2024~~accountability, and ~~845~~shared ~~employees~~ownership asby ofencouraging ~~December~~employees ~~31, 2023. From time~~ to ~~time,~~contribute ~~due~~ideas tothat advance the ~~seasonality of its~~ business, ~~AVD~~and ~~uses~~involving ~~temporary~~them ~~contract~~in ~~personnel~~the toexecution ~~perform certain duties primarily related to packaging~~ of ~~its~~these ~~products~~ideas. ~~None~~Through ofclear ~~the~~career ~~Company’s~~paths, ~~employees~~development ~~are~~opportunities, ~~subject~~and torecognition aof ~~collective~~successful ~~bargaining~~contributions, ~~agreement.~~we ~~The~~reinforce ~~Company~~the ~~believes~~connection itbetween ~~maintains~~individual ~~positive~~impact ~~relations~~and ~~with~~long‑term ~~its~~value ~~employees~~creation.

The Company employed 739 employees as of December 31, 2025. From time to time, due to the seasonality of its business, AVD uses temporary contract personnel to perform certain duties primarily related to packaging of its products. None of the Company’s employees are subject to a collective bargaining agreement. The Company believes it maintains positive relations with its employees.

Domestic operations

AMVAC is a California corporation that was incorporated under the name of Durham Chemical in August 1945. The name of the corporation was subsequently changed to AMVAC in January 1971. As the Company’s main operating subsidiary, AMVAC owns and/or operates the Company’s domestic manufacturing facilities, including its research center located at 2110 Davie, Commerce, California. AMVAC manufactures, formulates, packages and sells its products in the U.S. and is a wholly owned subsidiary of AVD.

GemChem is a California corporation that was incorporated in 1991 and was subsequently purchased by the Company in 1994. GemChem mainly sells into the pharmaceutical, cosmetic and nutritional markets. GemChem is a wholly owned subsidiary of AVD.

2110 Davie Corporation ("DAVIE") owns real estate for corporate use only. The site is the home to the Company’s research center and provides accommodation for the Company’s production control team. DAVIE is a wholly owned subsidiary of AVD.

On October 2, 2017, AMVAC purchased substantially all the assets of OHP, a domestic distribution company specializing in products for the turf and ornamental market. OHP markets and sells end use products for third parties, either under third-party brands or else as its own label products.

~~Envance is a Delaware Limited Liability Company that was formed in 2012 by AMVAC and joint venture partner~~ TyraTech Inc., ~~Envance~~which ~~and TyraTech~~ became a wholly owned ~~subsidiaries~~subsidiary of the Company on November 9, 2018~~. Envance~~ , has the rights to develop and commercialize pesticide products and technologies based on ~~TyraTech’s~~its intellectual property. Products are made from natural oils and are marketed in global consumer, commercial, professional, crop protection and seed treatment markets.Tyratech ~~Envance~~takes ~~is taking~~ products to market primarily by licensing its intellectual property to third parties.

International operations

AMVAC BV is a registered Dutch private limited liability company that was formed in July 2012 to manage foreign sales on behalf of the Company. AMVAC BV is located in the Netherlands and is a wholly owned subsidiary of AMVAC Hong Kong. AMVAC Hong Kong is a wholly owned subsidiary of AMVAC. As part of the Company's transformation efforts, the Company determined that it is more efficient for AMVAC to manage its international sales directly rather than through AMVAC BV. AMVAC started to manage its international sales in the fourth quarter of 2025. During ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, the international business sold the Company's products in 41 countries (2025) and 45 countries (2024 and 2023).

AMVAC M is a wholly owned subsidiary of AMVAC BV and was originally formed in 1998 (as Quimica Amvac de Mexico S.A. de C.V and subsequently changed to AMVAC Mexico Sociedad de Responsabilidad Limitada “AMVAC M”) to conduct the Company’s business in Mexico.

On October 27, 2017, AMVAC BV purchased 100% of the stock of AgriCenter with subsidiaries located in Costa Rica, Panama, Nicaragua, Honduras, the Dominican Republic, Mexico, Guatemala, and El Salvador. AgriCenter markets, sells and distributes end-use chemicals, including the Company’s own products, and biological products throughout Central America primarily for crop applications.

On January 10, 2019, AMVAC BV acquired 100% of the stock of Agrovant and Defensive, two distribution companies based in Brazil. Agrovant and Defensive marketed and distributed crop protection products and micronutrients with focus on the fruit and vegetable market segments throughout Brazil. On December 31, 2020, Agrovant and Defensive merged and the Company renamed the resulting entity AMVAC 3p3P.

On October 8, 2020, AVD Australia acquired 100% of the stock of AgNova, an Australian company that sources, develops, and distributes specialty crop protection and production solutions for agricultural and horticultural producers, and for selected non-crop users.

On October 2, 2020, the Company’s principal operating subsidiary, AMVAC, completed the purchase of all outstanding shares of Agrinos and certain intellectual property rights. Agrinos is a fully integrated biological input supplier with proprietary technology, manufacturing, and global distribution capabilities and has operating entities in the U.S., Mexico, India, Brazil, China, Ukraine, and Spain.

On July 27, 2023, AgNova established a new subsidiary in New Zealand called AgNova Technologies NZ Limited (“AgNova NZ”). This new entity is a wholly owned subsidiary of AgNova and was created to expand our business in the Australasia region.

On October 5, 2023, AgriCenter acquired Punto Verde, an Ecuadorian company that distributes crop protection products primarily in Ecuador.

The Company classifies as international sales all products bearing foreign labeling shipped to a foreign destination.

	2024			2023			2022
	2025			2024			2023
International sales	$	~~236~~203,~~579~~433		$	~~234~~236,~~855~~579		$	~~244~~234,~~282~~855
Percentage of net sales		4339.25	%		4043.52	%		40.15	%

Available Information

The Company makes available free of charge (through its website, www.american-vanguard.com), its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission (“SEC”). All reports filed with the SEC are available free of charge on the SEC website, www.sec.gov. Also available free of charge on the Company’s website are the Company’s Audit Committee, Compensation Committee, Finance Committee and Nominating and Corporate Governance Committee Charters, the Company’s Corporate Governance Guidelines, the Company’s Code of Conduct and Ethics, and the Company’s Employee Complaint Procedures for Accounting and Auditing Matters. Beneath the ESG tab at that site, you will also find links to the Company’s Corporate Sustainability Reports, Climate Change Commitment and Human Rights Policy. The Company’s Internet website and the information contained therein or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS

Regulatory/ Supply Chain/Other Risks

Compliance with environmental and other regulations or changes in such regulations or regulatory enforcement priorities could increase our cost of doing business or limit our ability to market all our products. All pesticide products sold in the United States must comply with FIFRA and most must be registered with the U.S. EPA and similar state agencies. Our inability to obtain or maintain such registrations, or the cancellation of any such registration of our products, could have an adverse effect on our business, the severity of which would depend on a variety of factors, including the product(s) involved, whether another product could be substituted and whether our competitors were similarly affected. Various agencies within the U.S. (both federal and state) and foreign governments continue to exercise increased scrutiny in permitting continued uses (or the expansion of such uses) of many chemistries, including several of the Company’s products and, in some cases, have initiated or entertained challenges to these uses. ~~The~~There ~~challenge~~is ofno ~~the~~guarantee that this regulatory climate iswill ~~more~~change ~~pronounced~~ in ~~certain~~the ~~U.S.~~near ~~states~~term ~~and~~or ~~geographical~~that ~~regions outside~~ the ~~U.S.~~Company ~~where~~will ~~the~~be ~~Company~~able ~~faces~~to ~~resistance~~maintain toor expand the ~~continued~~ use of ~~certain~~many of its products. For example, the European Union (“EU”) employs a hazard-based analysis when considering whether product registrations can be maintained; under this approach, EU regulatory authorities typically do not weigh benefit against risk in ~~their assessments and routinely cancel products for which a safer alternative is available, notwithstanding~~ the ~~benefit~~face of ~~the~~such ~~cancelled~~regulatory ~~product~~challenges.

~~Additionally,~~Public ~~changes~~statements inmade ~~the~~by ~~regulatory~~USEPA ~~environment~~regarding ~~could~~their ~~adversely~~preliminary ~~impact~~findings ~~our~~in ~~ability~~connection towith ~~continue~~the ~~producing~~registration ~~and/or~~review ~~selling~~of ~~certain~~DCPA ~~products~~could inexpose ~~our~~the ~~domestic~~Company ~~and~~to ~~foreign~~future ~~markets~~claims orfor ~~could~~personal ~~increase~~injury ~~the~~which, ~~cost~~in ofturn, ~~doing~~could ~~so.~~adversely Weaffect ~~are~~the ~~sensitive~~Company’s tofinancial ~~regulatory~~performance. ~~risk~~In ~~given~~connection ~~the~~with ~~need~~USEPA’s toreview ~~obtain~~of ~~and~~the ~~maintain~~registration ~~pesticide~~of ~~registrations~~DCPA inproducts ~~every~~(herbicides ~~country~~used inon ~~which~~high-value ~~we sell our products. Moreover~~vegetables), webased ~~are~~upon ~~required~~a tosingle ~~comply~~comparative ~~with~~thyroid ~~protocols~~assay orstudy ~~applicable~~(which ~~regulatory~~is ~~requirements~~comparatively ofrare ~~biological~~and ~~products.~~complex), ~~Protocols~~the ~~and~~USEPA ~~regulations~~found ~~may~~an ~~change,~~adverse oreffect ~~regulatory~~upon ~~agencies~~neonate ~~may~~rodents. ~~determine~~Consequently, ~~that~~in aJune ~~biological~~2024, ~~product~~the isagency ~~not~~published ~~approvable.~~preliminary ~~There~~findings, isnoting aits ~~risk~~concern that ~~future~~based ~~regulatory~~upon ~~requirements~~current, ~~may~~permitted ~~lead~~use topatterns, ~~delays~~the inproduct ~~development~~could ofhave ~~biologicals~~an oradverse ~~limit~~effect ~~growth~~upon ~~from~~human ~~biologicals~~health. ~~Many~~Accordingly, ~~countries~~out ~~require~~of ~~re-registration~~an abundance of ~~pesticides~~caution, on toAugust ~~meet~~19, ~~new~~2024, ~~and~~the ~~more~~Company ~~challenging~~filed ~~requirements;~~a ~~while~~notice weof ~~defend~~voluntary ~~our~~cancellation ~~products~~of ~~vigorously,~~DCPA ~~these re-~~registration. ~~processes~~In ~~may~~spite ~~result~~of inthe ~~significant~~Company’s ~~additional~~voluntary ~~data~~efforts ~~costs,~~to ~~reduced~~mitigate ~~number~~risk ofand ~~permitted~~the ~~product~~absence ~~uses,~~of orany ~~potential~~known ~~product~~injury, ~~cancellation.~~USEPA ~~Compliance~~has ~~with~~published ~~changing~~multiple ~~laws~~press ~~and~~releases ~~regulations~~in ~~may~~which ~~involve~~it ~~significant~~has ~~costs~~repeatedly orwarned ~~capital~~users ~~expenditures~~of orpotential ~~require~~risk ~~changes~~ in ~~business~~using ~~practice~~the ~~that~~product. ~~could~~Due ~~result~~to inUSEPA’s ~~reduced~~public ~~profitability.~~statements, ~~There~~the isCompany nowas ~~guarantee~~unable ~~that~~to ~~this~~obtain ~~regulatory~~product ~~climate~~liability ~~will~~insurance ~~change~~coverage infor ~~the~~claims ~~near~~relating ~~term~~to orDCPA ~~that~~for the ~~Company~~period ~~will~~postdating bethe ~~able~~renewal todate ~~maintain~~of orSeptember ~~expand~~15, ~~the~~2024. ~~use~~There ofis ~~many~~no ofguarantee ~~its~~that ~~products in~~ the ~~face~~agency’s ofstatements ~~such regulatory challenges.~~

Public statements made by USEPA regarding their preliminary findings in connection with the registration review of DCPA could expose the Company to future claims for personal injury which, in turn, could adversely affect the Company’s financial performance. In connection with USEPA’s review of the registration of DCPA products (herbicides used on high-value vegetables), based upon a single comparative thyroid assay study (which is comparatively rare and complex), the USEPA found an adverse effect upon neonate rodents. Consequently, in June 2024, the agency published preliminary findings, noting its concern that based upon current, permitted use patterns, the product could have an adverse effect upon human health. Accordingly, out of an abundance of caution, the Company submitted a significantly narrower label and voluntarily suspended sales of Dacthal pending review and potential approval of that label. Nevertheless, on August 6, 2024, the agency issued an emergency suspension of DCPA products, which prohibits their distribution, sale and use. On August 19, 2024, the Company filed a notice of voluntary cancellation of DCPA registration. In the course of this chronology and in spite of the Company’s voluntary efforts to mitigate risk, EPA has published multiple press releases in which it has repeatedly warned users of potential risk in using the product. Due to EPA’s public statements, the Company was unable to obtain product liability insurance coverage for claims relating to DCPA for the period postdating the renewal date of September 15, 2024. There is no guarantee that the agency’s statements will not result in future claims and/or lawsuits arising from alleged exposure to DCPA. Further, such claims and/or lawsuits could have a material adverse effect upon the Company’s financial performance.8

9will not result in future claims and/or lawsuits arising from alleged exposure to DCPA. Further, such claims and/or lawsuits could have a material adverse effect upon the Company’s financial performance.

Several of the Company’s organophosphates are subject to a petition to revoke tolerances under the FFDCA which, if granted, could result in the limitation and/or cancellation of one or more registrations for such products. Presently, several of the Company’s organophosphate products are under registration review before the USEPA and, at the same time, subject to a petition to revoke tolerances under the Federal Food, Drug, and Cosmetic Act ("FFDCA"). The Company continues to provide data and other analysis to USEPA in support of its registrations and in response to that agency’s requests for clarification. Pursuant to a petition filed by NGOs NRDC and PANNA in 2007, USEPA revoked tolerances for chlorpyrifos (an OP not sold by the Company) finding that food residues from that product could not be deemed with reasonable certainty to cause no harm. Consequently, the agency cancelled the registrations for chlorpyrifos. The cancellation was appealed and subsequently overturned by the Eighth Circuit Court of Appeal in 2023, which noted that the agency had exceeded its authority in canceling even uses that had been shown to be within applicable safety tolerances. That said, there is no guarantee that USEPA will not make a similar finding with respect to one or more of the Company’s OPs, and that some or all uses of the Company’s OP products could be limited or cancelled. Accordingly, the Company intends to take all action necessary to defend its registrations. Such limitations and/or cancellations could have a material adverse effect on the Company’s financial performance in future reporting periods.

USEPA has issued a proposed final decision (“PFD”) to cancel PCNB. In mid-2022, the USEPA issued a “proposed final decision” to cancel the fungicide PCNB, which is registered by the Company for use on golf courses and potatoes, among other uses. Under this mandate, the Company must meet a truncated schedule for defending this product, all of which is posted on a public docket. The Company has submitted proposed mitigation measures, and discussion with the program office continues. There is no guarantee that the Company will succeed in persuading USEPA not to cancel the PCNB registration.

Product liability judgments on glyphosate and cases involving other pesticides by domestic courts present a litigation risk to companies in this industry. Multiple judgments have been rendered by domestic courts in product liability cases against Bayer/Monsanto in connection with injuries allegedly arising from exposure to the herbicide product, glyphosate. The basis was purported carcinogenicity based largely upon the findings of a certain international organization, despite significant scientific evidence to the contrary. While the Company does not sell glyphosate, the theory of these results could put one or more of the Company’s products at risk. There is no guarantee that one or more product liability actions would not be brought against the Company on a similar basis, and it is possible that adverse rulings in any such actions could have a material adverse effect on the Company’s financial performance in future reporting periods.

The trend of passing pesticide “ban-bills” in various states could put one or more of the Company’s products at risk. In certain states, including Maryland and New York, state and/or local legislatures have passed legislation banning the use of specific pesticides, such as chlorpyrifos, or ~~pesticide~~pesticides in general, in spite of valid registrations at USEPA and/or the equivalent state agency. Further, despite the fact that some states have passed shield laws to limit failure-to-warn cases for EPA-approved pesticides, the federal circuit courts are split on the question of whether FIFRA pre-empts state failure-to-warn claims. This question is now before the US Supreme Court. While the Company does not sell chlorpyrifos products, there is no guarantee that one or more of its registered products will not be targeted in state or local legislation of this nature or that FIFRA pre-emption will be upheld by the Supreme Court. Further, such legislation could have a material adverse effect on the Company’s financial performance in future reporting periods.

~~Use~~PFAS oflawsuits ~~the~~and ~~Company’s~~legislation ~~products~~continue ~~is subject~~ to ~~continuing~~spread ~~challenges~~among ~~from~~many ~~activist groups~~states. ~~Use~~Over ~~of agrochemical products, including~~ the ~~Company’s~~course ~~products, is regularly challenged by activist groups in many jurisdictions under a multitude~~ of ~~federal, state and foreign statutes, including FIFRA,~~ the ~~Food~~past ~~Quality~~few ~~Protection Act~~years, ~~Endangered~~many ~~Species~~states ~~Act~~have ~~(“ESA”)~~introduced ~~and~~or ~~the~~passed ~~Clean~~legislation ~~Water~~limiting ~~Act, to name a few. These challenges typically take~~ the ~~form~~use of ~~lawsuits~~products or ~~administrative~~packaging ~~proceedings~~containing ~~against~~PFAS ~~the~~(per- ~~USEPA~~ and~~/or~~ ~~other~~polyfluoroalkyl ~~federal,~~substances). ~~state or foreign agencies~~Further, ~~the~~litigation ~~filing~~relating ~~of amicus briefs in pending actions, the introduction of legislation that is inimical~~ to ~~the~~PFAS ~~Company’s~~has ~~interests,~~grown ~~and/or adverse comments made in response to public comment invited by regulatory agencies in the course of registration, re-registration or label expansion~~dramatically. The ~~most~~definition ~~prominent~~ of ~~these~~what ~~actions~~compounds ~~include~~are acontained ~~line~~within ofthe ~~cases~~ambit ~~under~~of ~~which~~“PFAS” ~~environmental~~varies ~~groups~~from ~~have~~state ~~sought~~ to ~~suspend,~~state. ~~cancel~~While orthe ~~otherwise~~Company ~~restrict~~does ~~the~~not ~~use~~sell ofproducts ~~pesticides~~ that ~~have~~contain ~~been~~PFAS, ~~approved~~there byis ~~USEPA~~no onguarantee ~~the ground~~ that ~~that agency failed to confer with~~ the ~~National~~Company ~~Marine Fishery Service and/~~or ~~the~~its ~~Fish and Wildlife Service under the ESA with respect to biological opinions relating to the use of such~~ products. ~~While~~will ~~industry~~not ~~has been active in defending registrations and proposing administrative and legislative approaches to address serious resource issues at the affected agencies, these cases continue to~~ be brought. Iteither isinto ~~possible~~legal ~~that~~actions ~~one~~ or ~~more~~within ~~of these challenges could succeed, resulting in a material adverse effect on~~ the ~~Company's~~scope ~~financial~~of ~~performance in future reporting periods~~legislation.

10Use of the Company’s products is subject to continuing challenges from activist groups. Use of agrochemical products, including the Company’s products, is regularly challenged by activist groups in many jurisdictions under a multitude of federal, state and foreign statutes, including FIFRA, the Food Quality Protection Act, Endangered Species Act (“ESA”) and the Clean Water Act, to name a few. These challenges typically take the form of lawsuits or administrative proceedings against the USEPA and/or other federal, state or foreign agencies, the filing of amicus briefs in pending actions, the introduction of legislation that is inimical to the Company’s interests, and/or adverse comments made in response to public comment invited by regulatory agencies in the course of registration, re-registration or label expansion. The most prominent of these actions include a line of cases under which environmental groups have sought to suspend, cancel or otherwise restrict the use of pesticides that have been approved by USEPA on the ground that that agency failed to confer with the National Marine Fishery Service and/or the Fish and Wildlife Service under the ESA with respect to biological opinions relating to the use of such products. While industry has been active in defending registrations and proposing administrative and legislative approaches to

address serious resource issues at the affected agencies, these cases continue to be brought. It is possible that one or more of these challenges could succeed, resulting in a material adverse effect on the Company's financial performance in future reporting periods.

The Company is dependent upon sole source or a limited number of suppliers for certain of its raw materials and active ingredients. There are a limited number of suppliers of certain important raw materials used by the Company in a number of its products. Certain of these raw materials are available solely from single or very few sources either domestically or overseas. There is no guarantee that any of our suppliers will be willing or able to supply products to the Company reliably, continuously and at the levels anticipated by the Company or required by the market. If these sources prove to be unreliable and the Company is not able to supplant or otherwise second source these products, it is possible that the Company will not achieve its projected sales which, in turn, could have a material adverse effect on the Company’s financial performance in future reporting periods.

Our business, financial condition and results of operations could be materially affected by disruptions in the global supply chain, including risks associated with sourcing and manufacturing outside of the U.S. and risks from tariffs and/or international trade wars. Despite improvement in container availability and freight costs, the global supply chain continues to present risk and create delays, unavailability of raw materials and adverse conditions for our industry. Industry consolidation, coupled with longer-term production commitments, has materially affected the Company’s supply of raw materials and intermediates in the past. Military conflict or related geopolitical tensions and disputes including increased tariffs, trade barriers or restrictions on global trade could result in further supply disruptions and changes to foreign exchange rates and financial markets, any of which could adversely affect our business and supply chains. There is no guarantee that supply chain conditions will materially improve or that the Company will avoid material disruption. Such disruption could have a material adverse effect on the Company’s financial performance in future reporting periods.

In addition, we import raw materials and finished goods from countries outside of the United States, including but not limited to China. Our import operations are subject to complex customs laws, regulations, tax requirements, forced labor laws and trade regulations, such as tariffs set by governments, either through mutual agreements or bilateral actions. Tariffs on goods imported into the U.S., particularly goods from China, Mexico and/or Canada, have increased the cost of the goods we purchase. Additional tariffs and protectionist duties could be imposed by the U.S. with relatively short notice to us. These governmental actions could have, and any similar future actions may have, an adverse effect on our business, financial condition and results of operations. The overall effect of these risks is that our costs may increase or we may experience supply disruptions, which in turn may result in lower profitability if we are unable to offset such increases through higher prices, and/or that we may suffer a decline in sales if our customers do not accept price increases.

The distribution and sale of the Company’s products are subject to governmental approvals and thereafter ongoing governmental regulation. The Company’s products are subject to laws administered by federal, state and foreign governments, including regulations requiring registration, approval and labeling of its products. The labeling requirements restrict the use of, and type of, application for our products. More stringent restrictions could make our products less available, which would adversely affect our revenues and profitability and cash flows. Substantially all the Company’s products are subject to the USEPA (and/or similar agencies in the various territories or jurisdictions in which we do business) registration and re-registration requirements and are registered in accordance with FIFRA or similar laws. Such registration requirements are based, among other things, on data demonstrating that the product will not cause unreasonable adverse effects on human health or the environment when used according to approved label directions. All states, where any of the Company’s products are used, also require registration before products can be marketed or used in that state. Governmental regulatory authorities have required, and may require in the future, that certain scientific data requirements be fulfilled on the Company’s products. The Company, on its behalf and also in joint efforts with other registrants, has furnished, and is currently furnishing certain required data relative to its products. There can be no assurance, however, that the USEPA or similar agencies will not request that certain tests or studies be repeated, or that more stringent legislation or requirements will not be imposed in the future. The Company can provide no assurance that any testing approvals or registrations will be granted on a timely basis, if at all, or that its resources will be adequate to meet the costs of regulatory compliance.

The manufacturing of the Company’s products is subject to governmental regulations. The Company currently owns and operates six manufacturing facilities which are located in Commerce, California; Axis, Alabama; Hannibal, Missouri; Marsing, Idaho; Clackamas, Oregon; and Etchojoa, Mexico (the “Facilities”). The Facilities operate under the laws and regulations imposed by relevant country, state and local authorities. The manufacturing of key ingredients for certain of the Company’s products occurs at the Facilities. An inability to renew or maintain a license or permit, or a significant increase in the fees for such licenses or permits, could impede the Company’s manufacture of one or more of its products and/or increase the cost of production; this, in turn, would materially and adversely affect the Company’s ability to provide customers with its products in a timely and affordable manner.

11Tariffs continue to cause disruption within the Company’s markets. Over the past year there has been a great deal of activity involving the raising and lowering of tariffs by the current U.S presidential administration. This activity, which has included both sudden announcements of new tariffs and complete reversals within short periods of time, has created an atmosphere of uncertainty within the agricultural economy and affected both international markets for domestic crops and the cost of crop inputs for domestic growers. In spite of the recent Supreme Court decision finding that some set of these tariffs was unconstitutional, there is no guarantee that the pattern of declaring, raising and/or reducing tariffs will not continue for the remainder of the term of the U.S. presidential administration or beyond. This activity has had and may continue to have an adverse effect upon the Company’s financial performance.

A change in tax laws, treaties or regulations, or their interpretation or application, could have a negative impact on our business and results of operations. We operate in many different countries and in many states within the United States, and we are subject to changes in applicable tax laws, treaties or regulations in the jurisdictions in which we operate. A material change in these tax laws, treaties or regulations, or their interpretation or application, could have a material adverse effect on the Company’s financial performance in future reporting periods.

Use of Artificial Intelligence could lead to the disclosure of sensitive information. At present, the Company’s use of AI is limited to self-contained tools that assist, for example, in contract administration. While the Company does not depend upon AI tools linked to large language databases, there is a trend for users of publicly-available AI tools (including the Company’s employees) to rely upon them for everyday functions (e.g., writing correspondence, making statistical and mathematical computations and doing research). The use of such tools in connection with Company business could lead to the uncontrolled disclosure of business-sensitive information being transmitted to AI companies. Such disclosure could have an adverse effect upon the Company’s financial performance.

Our business is subject to fluctuations and volatility in the global economy. The Company’s global business operations give rise to market risk exposure related to changes in inflation, foreign currency exchange rates, including the impact of foreign currency exchange rates resulting from highly inflationary economies interest rates, commodity prices and other market factors such as equity prices. In addition, any volatility and disruption of financial markets could limit the ability of our customers and suppliers to obtain adequate financing to maintain operations, which could result in a decrease in sales volume and have a negative impact on the Company’s results of operations. If the Company fails to effectively manage such risks, it could have a negative impact on its results of operations.

Climate Change may adversely affect the Company’s business. Over the course of the past several years, global climate conditions have become increasingly inconsistent, volatile and unpredictable. Many of the regions in which the Company does business have experienced excessive moisture, cold, drought and/or heat of an unprecedented nature at various times of the year. In some cases, these conditions have either reduced or obviated the need for the Company’s products, whether pre-plant, at-plant, post-emergent or at harvest. Further, climate change could disrupt our operations by causing loss of human life, impacting the availability and cost of materials needed for manufacturing, causing physical damage and partial or complete closure of our manufacturing sites or distribution centers, temporary or long-term disruption in the manufacturing and supply of products and services and disruption in our ability to deliver products and services to customers. In addition, these events and disruptions could increase insurance and other operating costs, including impacting our decisions regarding construction of new facilities to select areas less prone to climate change risks and natural disasters, which could result in indirect financial risks passed through the supply chain or other price modifications to our products and services.

The Company’s business may be adversely affected by weather effects and commodity prices. Demand for many of the Company’s products tends to vary with weather conditions and weather-related pressure from pests. Adverse weather conditions, then, may reduce the Company’s revenues and profitability. In light of the possibility of adverse seasonal effects, there can be no assurance that the Company will maintain sales performance at historical levels in any particular region. Similarly, demand for the Company’s products used in row crops tends to vary with the commodity prices of those crops, for instance, corn, soybeans and cotton. These prices may be driven in part by weather, pest pressure, the domestic farm economy and international markets (e.g., yield and pricing from similar crops grown in Brazil). There is no guarantee that the farm economy and row crop commodity prices will maintain sufficient strength and stability to support the Company’s products at or above historical levels.

The Company may be subject to environmental liabilities. The Company is fully committed toward minimizing the risk of discharge of materials into the environment and to complying with governmental regulations relating to protection of the environment, its neighbors and its workforce. Nevertheless, federal and state authorities may seek fines and penalties for any violation of the various laws and governmental regulations. In addition, while the Company continually adapts its manufacturing processes to the latest environmental control standards of regulatory authorities, it cannot entirely eliminate the risk of accidental contamination or injury from hazardous or regulated materials. In short, the Company may be held liable for significant damages or fines relating to any environmental contamination, injury, or compliance violation which could have a material adverse effect on the Company’s financial performance in future reporting periods.

~~The~~Credit highly competitive nature of our markets could adversely affect our ability to maintain or grow revenues. Increased generic presence in agricultural chemical markets has been driven by the number of significant product patents and ~~product~~Other data protections that have expired in the last decade, and this trend is expected to continue. Also, there are changing competitive dynamics in the agrochemical industry as some of our competitors have consolidated, resulting in them having greater scale and diversity, as well as market reach. These competitive differences may not be overcome and may erode our business. Agriculture in many countries is changing and new technologies (e.g., precision pest prediction or application, data management) continue to emerge. At this time, the scope and potential impact of these technologies are largely unknown but could have the potential to disrupt our business.Risks

12The Company’s new debt structure limits its liquidity, requires defined, minimum levels of financial performance and includes significant interest expense, and the Company may not be able to refinance on terms favorable to the Company or execute on business opportunities that may otherwise be advantageous to the Company.

~~Transformation/Credit~~The Company refinanced its debt structure in March 2026, replacing the existing revolving credit agreement with both a first lien, term loan of $225,000 from lenders led by Centerbridge Partners, L.P. (with an initial interest rate of SOFR + 8.25), and ~~Other~~a ~~Risks~~second lien, term loan of $60,000 from lenders led by Bank of Montreal. The first lien, term loan includes financial covenants and liquidity minimums over its term. In the event of further market decline or other factors, there is no guarantee that the Company will record financial performance sufficient to cover the interest and principal payments under this debt structure, to meet the performance covenants or otherwise to generate the liquidity that is necessary to meet the Company’s working capital needs. Failure to meet any or all of these requirements could have a material adverse effect upon the Company. There is also no guarantee that the Company will continue to generate earnings necessary to ensure that it has sufficient borrowing capacity to finance ongoing operations or to execute on business opportunities that may otherwise be advantageous to the Company. Furthermore, there is no guarantee that the Company will be able to obtain capital on equal or better terms than it has under the current debt structure.

We have identified material weaknesses in our internal control over financial reporting, which has led to a conclusion that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2024. If we are unable to remediate the material weaknesses, discover additional weaknesses, or are unable to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting, our results of operations, stock price and investor confidence in our Company could be adversely affected. 11

~~Section~~The ~~404~~Company ofdepends ~~the~~in ~~Sarbanes-Oxley~~part ~~Act~~upon ofcustomer ~~2002~~prepayments ~~requires that companies evaluate and report on the effectiveness of their internal control over financial reporting as of the end of each fiscal year. In addition~~ to ~~the~~meet ~~Company’s~~its ~~evaluation,~~working ~~our~~capital ~~independent registered public accounting firm provides an opinion regarding the effectiveness of our internal control over financial reporting~~needs. As ~~disclosed~~is inthe ~~more~~case ~~detail~~with inother ~~Part~~companies ~~II, Item 9A, “Controls and Procedures” below, we identified material weaknesses as of December 31, 2024,~~ in ~~our~~this ~~internal control over financial reporting. In particular~~industry, ~~we have identified issues in principles associated with~~ the ~~control~~Company ~~environment,~~receives ~~control~~cash ~~activities~~from ~~and~~certain ~~risk~~major ~~assessment~~customers ~~components~~at ~~of the Internal Control~~year-~~Integrated~~end ~~Framework~~in ~~(2013)~~exchange ~~issued~~for bygranting ~~the~~discounts ~~Committee~~on ~~of Sponsoring Organizations of~~ the ~~Treadway Commission (the “COSO framework”). Specifically, a) within the~~ Company’s ~~Australian~~products ~~component~~during ~~(AgNova),~~ the ~~Company~~first ~~identified~~half ~~that~~of the ~~individuals~~following ~~performing~~year. ~~control~~The ~~activities~~Company ~~within~~typically ~~the~~uses ~~component~~this ~~were~~cash ~~not~~to ~~sufficiently~~pay ~~trained~~down orsecured ~~adequately~~debt ~~supervised,~~ and ~~lacked~~for ~~appropriate~~other ~~reporting~~working ~~lines~~capital ~~and~~needs. ~~accountability; b)~~This ~~due~~flow toof ~~insufficient~~cash ~~resources~~obviates tothe ~~facilitate~~need afor ~~timely~~additional ~~financial~~borrowing, ~~close process~~which, ~~the~~in ~~Company~~turn, ~~identified~~preserves ~~that~~borrowing ~~there~~capacity ~~was~~used ~~a material weakness~~ in ~~the~~part ~~operation~~for ofpaying ~~internal~~customer ~~controls~~programs ~~over~~at ~~financial~~the ~~reporting~~end ~~specific~~of to the ~~controls~~calendar ~~being~~year ~~performed timely~~ and ~~further~~, ~~within AgNova~~consequently, ~~the~~reduces ~~Company~~interest ~~did~~expense. ~~not~~There ~~have~~is ~~sufficient~~no ~~segregation~~guarantee ofthat ~~duties in place; c)~~ the Company’s ~~identified~~customers ~~that~~will itcontinue ~~did~~to ~~not~~support ~~design~~the ~~and~~prepayment ~~implement~~program anat ~~effective~~current ~~risk~~levels. ~~assessment~~During ~~and specifically~~2025, ~~did not identify and assess changes to~~ the ~~business~~amount ~~that could significantly impact the system~~ of ~~internal~~prepay ~~control;~~provided ~~and~~to d) the Company ~~identified~~was asignificantly ~~deficiency~~below that ~~constituted~~received ain ~~material~~2024. ~~weakness~~Material ~~related~~changes toin ~~the~~this ~~review~~program, ofor customer ~~agreements~~response ~~related~~ to the ~~accrued~~current program ~~costs and customer prepayments balances; specifically~~, ~~the~~could ~~Company~~have ~~did~~an ~~not~~adverse ~~perform~~effect aon ~~sufficiently precise review in order to appropriately consider all agreed-upon terms with customers in its determination of~~ the ~~accrued program costs and customer prepayments balances. Management concluded that these issues constitute material weaknesses relating to the~~ Company’s ~~internal~~liquidity ~~control~~and ~~over~~its ~~financial~~ability ~~reporting~~to ~~(control~~meet ~~environment,~~working ~~control~~capital ~~activities and risk assessment)~~demands.

Internal controls related to our financial reporting systems are important to accurately reflect our financial position and results of operations in our financial reports. If, as a result of the ineffectiveness of our internal controls, we cannot provide reliable financial statements, our business decision processes may be adversely affected, our business and results of operations could be harmed, investors could lose confidence in our reported financial information, and our ability to obtain additional financing, or additional financing on favorable terms, could be adversely affected.

Management has taken action to begin remediating the identified material weaknesses; however, we cannot be certain when remediation will be fully completed, or if our remediation efforts will be successful. Additional information regarding the initial remediation efforts is disclosed in more detail in Part II, Item 9A, “Controls and Procedures” below. In addition, we could in the future identify additional internal control deficiencies that could rise to the level of a significant deficiency or material weakness or uncover material errors in financial reporting. During the course of our evaluation, we may identify areas requiring improvement and may be required to design additional enhanced processes and controls to address issues identified through this review. In addition, there can be no assurance that such remediation efforts will be successful, that our internal control over financial reporting will be effective as a result of these efforts or that any such future significant deficiencies identified may not be material weaknesses that would be required to be reported in future periods. In addition, we cannot provide assurance that our independent registered public accounting firm will be able to attest that such internal controls are effective when they are required to do so.

If we fail to fully remediate the control deficiencies that contributed to the identified material weaknesses and maintain effective disclosure controls and procedures or internal control over financial reporting, our ability to accurately record, process, and report financial information and, consequently, our ability to prepare financial statements within required time periods, could be adversely affected. Failure to maintain effective internal controls could result in a failure to comply with SEC rules and regulations, stock exchange listing requirements, and the covenants under our debt agreements, subject us to litigation, investigations or enforcement actions, negatively affect investor confidence in our financial statements, and adversely impact our stock price and ability to access capital markets. The defense of any such claims, investigations or enforcement actions could cause the diversion of

the Company’s attention and resources and could cause us to incur significant legal and other expenses even if the matters are resolved in our favor.

The Company’s transformation initiatives may not generate the full benefit of targeted efficiencies. During the final quarter of 2023 and full year 2024, the Company has invested in activities intended to transform both its digital platform (including business processes) and its business structures (ranging from organizational change to procurement) in the interest of achieving greater efficiencies, improving operating leverage and achieving greater market penetration. While the Company continues to pursue these initiatives and is taking all available measures to ensure success, there is no guarantee that these measures will yield the targeted results that the Company, working with its business consultants, has identified, or that the return on these initiatives will exceed the investment.

Reduced financial performance may limit the Company’s ability to borrow under its credit facility. The Company has historically grown net sales and net income through the expansion of current product lines, the acquisition of product lines from third parties and the acquisition of both domestic and international distributors with strong niche market positions. In order to finance such acquisitions, the Company has drawn upon its senior credit facility. However, the Company’s borrowing capacity under the senior credit facility depends, in part, upon its satisfaction of a negative covenant that sets a maximum ratio of borrowed debt to earnings (as measured over the trailing 12-month period). There is no guarantee that the Company will continue to generate earnings necessary to ensure that it has sufficient borrowing capacity to support future acquisitions or that, when necessary, the lender group will amend the senior credit facility to provide for such borrowing capacity. Furthermore, there is no guarantee that the Company will be able to obtain capital on equal or better terms than it enjoys under the current facility. Should that be the case, the higher the cost of capital in a new credit structure, the greater will be the potential adverse effect upon the Company’s financial performance.

The Company depends in part upon customer prepayments to meet its working capital needs. As is the case with other companies in this industry, the Company receives cash from certain major customers at year-end in exchange for granting discounts on the Company’s products during the first half of the following year. The Company typically uses this cash to pay down secured debt and for other working capital needs. This flow of cash obviates the need for additional borrowing, which, in turn, preserves borrowing capacity used in part for paying customer programs at the end of the calendar year and, consequently, reduces interest expense. There is no guarantee that the Company’s customers will continue to support the prepayment program at current levels. Further a material change in this program, or customer response to the current program, could have an adverse effect on the Company’s liquidity and its ability to meet working capital demands.

The carrying value of certain assets on the Company’s consolidated balance sheets may be subject to impairment depending upon market trends and other factors. The Company regularly reviews the carrying value of certain assets, including long-lived assets, inventory, fixed assets and intangibles. Depending upon the class of assets in question, the Company takes into account various factors including, among others, sales, trends, market conditions, cash flows, profit margins and the like. Based upon this analysis, where circumstances warrant, the Company may leave such carrying values unchanged or adjust them as appropriate. There is no guarantee that these carrying values can be maintained indefinitely, and it is possible that one or more such assets could be subject to impairment which, in turn, could have a material adverse effect on the Company’s financial performance in future reporting periods.

The Company’s computing systems are subject to cyber security risks. In the course of its operations the Company relies on its computing systems, including access to the internet, the use of third-party applications and the storage and transmission of data through such systems. While the Company has implemented security measures to protect these systems, there is no guarantee that a third-party will not penetrate these defenses through hacking, phishing or otherwise and either compromise, corrupt or shut down these systems. In fact, the frequency of cybersecurity incidents continues to increase across many industrial sectors. Further, in the event of such incursion it is possible that confidential business information and private personal data could be taken and operations, including procurement, customer service, finance, and manufacturing, could be compromised. Such an event could adversely affect both the Company’s ability to operate, its reputation with key stakeholders and its overall financial performance.

To the extent that capacity utilization is not fully realized at its manufacturing facilities, the Company may experience lower profitability. While the Company continuously endeavors to maximize utilization of its manufacturing facilities, our success in these endeavors is dependent upon many factors, including fluctuating market conditions, product life cycles, weather conditions in our key markets, availability of raw materials, manufacturing equipment performance, retention of the workforce and regulatory constraints, among other things. There can be no assurance that the Company will be able to maximize the utilization of its manufacturing facilities. Underutilization of such manufacturing resources could have a material adverse effect on the Company’s financial performance in future reporting periods.

Domestic and regional inflation trends, increased interest rates and other factors could lead to the erosion of economies and adversely impact the Company. Both the US and many other countries ~~are~~continue ~~experiencing~~to experience inflation, which, in turn, ishas ~~leading~~led to increased costs in multiple industry segments, including agriculture and related industries. ~~The~~During ~~persistence~~2025, ofthe ~~inflation~~US ~~has~~made ~~led~~a ~~central~~series ~~bankers~~of ~~to increase~~ interest ~~rates~~rate ~~within~~cuts; ~~their~~however, ~~regions.~~there ~~There~~ is no guarantee that these measures will materially arrest the inflationary trend. Further, these factors, taken together with reduced productivity and constraints on the labor supply, could lead to recessionary periods in the regions in which the Company does business. While the Company takes measures within its control to manage the effects of inflation, higher interest rates and other factors, ultimately they are outside of the Company’s control. Further, the persistence and/or severity of one or more of them could have a material adverse effect on the Company’s financial performance in future reporting periods.

Acquisition/Investment Risks

Newly acquired businesses or product lines may not generate forecasted results. While the Company conducts due diligence using a combination of internal and third-party resources and applies what it believes to be appropriate criteria for each transaction before making acquisitions, there is no guarantee that a business or product line acquired by the Company will generate results that meet or exceed results that were forecasted by the Company when evaluating the acquisition. There are many factors that could affect the performance of a newly acquired business or product line. While the Company uses assumptions that are based upon due diligence and other market information in valuing a business or product line prior to concluding an acquisition, actual results generated post-closing could vary widely from the Company’s forecast and, as such, could have a material adverse effect on the Company’s financial performance in future reporting periods.

The Company’s investment in foreign businesses may pose additional risks. With the expansion of its footprint internationally, the Company now carries on business at a material level in some jurisdictions that have a history of political, economic or currency-related instability and customers with a potentially higher risk profile regarding accounts receivable collectability, as compared to the Company’s legacy business. While such instability may not be present at the current time, there is no guarantee that conditions will not change in one or more jurisdictions quickly and without notice, nor is there any guarantee that the Company would be able to recoup its investment in such territories in light of such changes and potential losses due to political factors, economic factors, devaluation of local currencies, or the collectability risk from customers. Adverse changes of this nature could have a material adverse effect on the Company’s financial performance in future reporting periods.

The Company’s investment in technology may not generate forecasted returns. The Company has had a history of investing in technological innovation, including with respect to natural oil technology and biorationals, as part of its growth strategy. These investments are based upon the premise that new technology will allow for safer handling or lower overall toxicity profile of the Company’s product portfolio, appeal to regulatory agencies and the markets we serve, gain commercial acceptance, and command a return that is sufficiently in excess of the investment. However, there is no guarantee that a new technology will be successfully commercialized, generate a material return or maintain market appeal. Further, many types of development costs must be expensed in the period in which they are incurred. This, in turn, tends to put downward pressure on period profitability. There can be no assurance that these expenses will be recovered through successful long-term commercialization of a new technology.

The Company’s growth has been fueled in part by acquisitions. Over the past few decades, the Company’s growth has been driven primarily by acquisitions and licensing of both established and developmental products from third parties. There is no guarantee that acquisition targets or licensing opportunities meeting the Company’s investment criteria will remain available or will be affordable. If such opportunities do not present themselves, then the Company may be unable to duplicate historical growth rates in future years.

The Company faces competition from generic competitors that source products from countries having lower cost structures. The Company continues to face competition from competitors around the globe that may enter the market through either offers to pay data compensation, or similar means in foreign jurisdictions, and then subsequently source material from countries having lower cost structures (typically India and China). These competitors typically tend to operate at thinner gross margins and, with low costs of goods, tend to drive pricing and profitability of subject product lines downward. There is no guarantee that the Company will maintain market share and pricing when facing such generic competitors, or that such competitors will not offer generic versions of the Company’s products in the future.

~~Industry~~The ~~consolidation may threaten the~~ Company’s ~~position~~customer inbase ~~various~~is ~~markets.~~relatively ~~The~~concentrated, ~~global~~with ~~agricultural~~a ~~chemical~~small ~~industry~~number ~~continues to undergo significant consolidation. Many~~ of ~~the~~customers ~~Company’s~~accounting ~~competitors~~for ~~have~~a ~~grown~~significant orportion ~~are~~of ~~expected~~our ~~to grow through mergers and acquisitions~~sales. AsIn ~~a result~~2025, ~~these~~our ~~competitors~~top ~~will~~three ~~tend~~customers torepresented be36% ~~in position to realize greater economies~~ of ~~scale~~our sales, ~~offer~~compared ~~more~~to ~~diverse~~38% ~~portfolios~~in 2024 and ~~thereby~~37% ~~exert~~in ~~greater influence throughout the distribution channels~~2023. ~~Consequently,~~This ~~the~~concentration ~~Company~~exposes ~~may~~us ~~find it more difficult~~ to ~~compete~~potential inrisks, ~~various~~as ~~markets.~~any ~~While~~financial ~~such~~instability ~~merger~~or ~~activity~~changes ~~may~~in ~~generate~~the ~~acquisition~~purchasing ~~opportunities~~behavior ~~for~~of ~~the~~these ~~Company,~~key ~~there~~customers iscould noadversely ~~guarantee~~impact ~~that~~our ~~the~~revenue. ~~Company~~The ~~will~~reliance ~~benefit~~on ~~from~~ such ~~opportunities.~~a ~~Further,~~limited ~~there~~number isof acustomers ~~risk~~makes ~~that~~us ~~the~~vulnerable ~~Company’s~~to ~~future~~fluctuations ~~performance~~in ~~may~~their befinancial ~~hindered~~health byand ~~the~~could ~~growth~~present ofchallenges ~~its~~in ~~competitors~~maintaining ~~through~~consistent ~~consolidation~~sales performance.

The Company’s customer base is relatively concentrated, with a small number of customers accounting for a significant portion of our sales. In 2024, our top three customers represented 38% of our sales, compared to 37% in 2023 and 39% in 2022. This concentration exposes us to potential risks, as any financial instability or changes in the purchasing behavior of these key customers could adversely impact our revenue. The reliance on such a limited number of customers makes us vulnerable to fluctuations in their financial health and could present challenges in maintaining consistent sales performance.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 1C. CYBERSECURITY

Risk Management & Strategy. AVD has adopted a comprehensive set of controls and processes to encourage a high level of awareness of, and responsiveness to, cybersecurity threats. The foundational document outlining the program is embodied in ~~Registrant~~the Company’s Enterprise Information Security Policy (the “REIS Policy”). The REIS Policy establishes a framework for the continuous monitoring of its computing resources, the maintenance and reporting of audit logs and the assessment of events that could form the basis of a threat. In addition, the REIS Policy sets forth requirements for employee awareness training, user authentication, software usage restrictions and boundary protection, among other things. The policy also establishes an incident response plan, including back-up hosting, alternate processing and system recovery, along with assignment of responsibility and resources for those activities. Within the exhibit of the REIS Policy, management either working alone or, in case of greater complexity, with consultants, will assess an incident or series of incidents for materiality, taking into account the nature of the incident, duration, the nature of data compromised, and the nature of damages (including with respect to reputational, third party, share price, and business interruption) and all within the context of the Company's financial performance during the affected reporting period(s).

Furthermore, AVD has taken measures to prevent cybersecurity breaches, to minimize threats and, to the extent possible, to anticipate trends and identify vulnerabilities before arising to the level of an incident. In short, AVD is pro-active in its approach and has formulated a specific plan to investigate, respond and minimize loss of functionality or other damage from an incident. There are no cybersecurity threats, including as a result of prior incidents, that have materially affected the Company, including our business strategy, results of operations or financial condition as of the date hereof to our knowledge. 13

16Furthermore, AVD has taken measures to prevent cybersecurity breaches, to minimize threats and, to the extent possible, to anticipate trends and identify vulnerabilities before arising to the level of an incident. AVD has retained third party advisers to make a full assessment of its entire IT infrastructure with a focus on the security elements to ensure compliance as per applicable NIST standards. Further, under the direction of a recently hired VP of Information Systems, the Company has taken recent efforts to enhance its cybersecurity defenses. In short, AVD is pro-active in its approach and has formulated a specific plan to investigate, respond and minimize loss of functionality or other damage from an incident. There are no cybersecurity threats, including as a result of prior incidents, that have materially affected the Company, including our business strategy, results of operations or financial condition as of the date hereof to our knowledge.

Governance. The REIS Policy has been drafted in collaboration with one of the largest IT solutions providers in the field and was modeled after NIST standards relating to governance, documentation and processes. The Company is implementing the REIS Policy through its Cyber and Privacy Risk Steering Committee (the “CPRSC”), which is chaired by the Chief Administrative Officer (who is also AVD’s Risk Manager) and includes cross functional business process owners from operations, sales, marketing, finance and Human Resources, ~~as well as~~ our ~~Director~~recently-hired VP of Information Technology, ~~who~~(whose ~~alone~~25+ ~~has over 30~~ years’ ~~experience~~ in ~~IT-related~~this ~~security~~field ~~and~~includes ~~whose~~extensive ~~staff collectively has over 50 years’~~ experience in ~~this~~cybersecurity ~~area.~~at Indefense ~~addition,~~contractors). ~~the~~The ~~committee~~VP isof ~~advised~~IT bybears aprimary ~~virtual~~responsibility ~~Corporate~~for ~~Information~~managing ~~Security~~and ~~Officer~~assessing ~~who works with~~ the ~~third-party~~Company’s ~~solutions~~cybersecurity ~~provider~~risks.

AVD's Board of Directors maintains oversight of cybersecurity planning, response and reporting as follows. The Lead Director, Scott Baskin, who also serves as Chair of the Risk Committee and member of the Audit Committee, is Cybersecurity Liaison to AVD’s management team. The Chair of the CPRSC reports on cybersecurity preparedness, issues and incidents to the Cybersecurity Liaison regularly. Through this reporting structure, the cybersecurity team has direct interaction with the highest level of the Board and with both the Risk and Audit Committees. Cyber risk has been a subject of regular review and discussion at the Risk Committee for several years. With the advent of the CPRSC, the delineation of governance and responsibility has become that much more focused.

ITEM 2 PROPERTIES

AMVAC owns in fee simple the Facility constituting approximately 152,000 square feet of improved land in Commerce, California (“Commerce”) on which its West Coast manufacturing, some of its warehouse facilities and some of its manufacturing administrative offices are located.

~~DAVIE~~AMVAC owns in fee simple approximately 72,000 square feet of warehouse, office and laboratory space on approximately 118,000 square feet of land in Commerce, California, which is leased to AMVAC. In 2013, the Company made a significant investment in the Glenn A. Wintemute Research Center, which houses the Company’s primary research laboratory supporting synthesis, formulation and other new product endeavors.

In 2001, AMVAC completed the acquisition of a manufacturing facility (the “Axis Facility”) from E.I. DuPont de Nemours and Company (“DuPont”). The Axis Facility was one of three such units located on DuPont’s 510-acre complex in Axis, Alabama. The acquisition consisted of a long-term ground lease of 25 acres and the purchase of all improvements thereon. The facility is a multi-purpose plant designed for synthesis of active ingredients and formulation and packaging of finished products. In 2018, FMC Corporation acquired from DuPont a business unit, which held, among other things, the Axis Facility. Prior to expiration of the lease, AMVAC and FMC negotiated the terms of a new lease, which has a term of 15 years and the option to renew for two, 5-year periods.

On December 28, 2007, AMVAC purchased certain manufacturing assets relating to the production of Thimet and Counter and located at BASF’s multi-plant facility situated in Hannibal, Missouri (the “Hannibal Site”). Subject to the terms and conditions of the Agreement, AMVAC purchased certain buildings, manufacturing equipment, office equipment, fixtures, supplies, records, raw materials, intermediates and packaging constituting the “T/C Unit” of the Hannibal Site. The parties entered into a ground lease and a manufacturing and shared services agreement, under which BASF continues to supply various shared services to AMVAC for the Hannibal Site.

On March 7, 2008, AMVAC acquired from Bayer CropScience Limited Partnership, (“BCS LP”), a U.S. business of Bayer CropScience GmbH, a facility (the “Marsing Facility”) located in Marsing, Idaho, which consists of approximately 17 acres of improved real property. The Marsing Facility is engaged in the blending of liquid and powder raw materials and the packaging of some of the Company’s finished goods inventory in liquid, powder and pelletized formulations which are sold both in the U.S. and internationally. In addition, during 2019, the Company purchased approximately three acres of unimproved real estate immediately adjacent to the Marsing Facility for potential storage and operational use in the future.

On October 2, 2020, AMVAC completed the purchase of all outstanding shares of Agrinos which is a fully integrated biological input supplier with proprietary technology, internal manufacturing, and global distribution capabilities. Its High Yield Technology® product platform works in conjunction with other nutritional crop inputs to increase crop yield, improve soil health and reduce the environmental footprint of traditional agricultural practices. Agrinos has two primary state of the art biological production facilities, one located in Clackamas, Oregon, and a second facility in Sonora, Mexico. The Clackamas and Sonora facilities are used as both manufacturing sites and operational centers for global supply chain and logistics.

AVD regularly adds chemical processing equipment to enhance or expand its production capabilities. The Company believes its facilities are in good operating condition, are suitable and adequate for current needs and have flexibility to change products. Facilities and equipment are insured against losses from fire as well as other usual business risks. The Company knows of no material defects in title to, or encumbrances on, any of its properties except that substantially all of the Company’s assets are pledged as collateral under the Company’s credit facility agreements with its lender group. For further information, refer to Note 3 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

AVD ~~owns~~sold its approximately 42 acres of unimproved land in Texas in 2025.

AVD leases approximately 19,953 square feet of office space located at 4695 MacArthur Court in Newport Beach, California. In 2020, the lease was amended and was extended to June 30, 2026. The premises have served as the Company’s corporate headquarters since 1995. AVD decided to move its headquarters to Irvine, California, in 2026.

The facilities occupied by GemChem, OHP, Envance and TyraTech (Envance and TyraTech are co-located), AMVAC BV, AMVAC M, AMVAC CR Srl, AgNova, Agrinos, AMVAC 3p and AgriCenter, consist of administration, development centers (in the case of Envance and TyraTech) and/or sales offices which are leased. In addition, AMVAC 3p3P leases warehouse space in Jaboticabal, Brazil.

ITEM 3 LEGAL PROCEEDINGS

Please refer to Note 5 – Litigation and Environmental of the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

ITEM 4 MINE SAFETY DISCLOSURES

Not Applicable.

1815

PART II

ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Effective March 7, 2006, the Company listed its $0.10 par value common stock (“Common Stock”) on the New York Stock Exchange under the ticker symbol AVD. From January 1998 through March 6, 2006, the Common Stock was listed on the American Stock Exchange under the ticker symbol AVD. The Company’s Common Stock traded on The NASDAQ Stock Market under the symbol AMGD from March 1987 through January 1998.

Holders

As of ~~March~~February 520, ~~2025~~2026, the number of stockholders of the Company’s Common Stock was approximately 11,~~025~~634, which includes beneficial owners with shares held in brokerage accounts under street name and nominees.

Dividends

The Company ~~has~~did ~~issued~~not apay any cash ~~dividend~~dividends in ~~each of the last twenty-seven years dating back to 1996~~2025. ~~Cash~~In ~~dividends~~2024 ~~declared~~and ~~during~~2023, the ~~past~~Company ~~three~~declared ~~years~~and ~~are~~paid ~~summarized in~~ the ~~table~~following ~~below.~~cash dividends:

Declaration Date	Record Date	Distribution Date	DividendPer Share		TotalPaid
June 10, 2024	June 26, 2024	July 10, 2024		0.030		840
March 11, 2024	March 27, 2024	April 10, 2024		0.030		835
Total 2024			$	0.060	$	1,675
December 15, 2023	December 29, 2023	January 12, 2024	$	0.030	$	834
September 12, 2023	September 22, 2023	October 6, 2023		0.030		834
June 12, 2023	June 28, 2023	July 14, 2023		0.030		848
March 13, 2023	March 24, 2023	April 14, 2023		0.030		851
Total 2023			$	0.120	$	3,367
December 12, 2022	December 28, 2022	January 11, 2023	$	0.030	$	851
September 12, 2022	September 23, 2022	October 7, 2022		0.025		715
June 6, 2022	June 24, 2022	July 8, 2022		0.025		742
March 14, 2022	March 25, 2022	April 15, 2022		0.025		736
Total 2022			$	0.105	$	3,044

Pursuant to the ~~Amended~~First ~~Loan~~Priority ~~and~~Term ~~Security~~ Agreement, the Company is ~~currently~~ prevented from paying cash dividends to shareholders, effective ~~November~~March 713, ~~2023~~2026.

Share Repurchase Programs

The Company periodically repurchases shares of its common stock under board-authorized repurchase programs through a combination of open market transactions and accelerated share repurchase (“ASR”) arrangements. The Company did not repurchase any of its common stock during the twelve months ended December 31, ~~2024~~2025.

Pursuant to the ~~Amended~~First ~~Loan~~Priority ~~and~~Term ~~Security~~Loan Agreement, effective March 13, 2026, the Company is ~~currently~~allowed ~~prevented~~to ~~from~~make ~~making~~repurchases of its capital stock only to the extent that such repurchases do not exceed, ~~effective~~in ~~November~~the 7aggregate, ~~2023~~$5 million over the life of the agreement.

Securities Authorized for Issuance under Equity Compensation Plans

Plan Category

Number of securities tobe issued upon exerciseof outstanding options,warrants, and rights

Weighted average exercise price ofoutstanding options,warrants, rights

Number of securitiesremaining available forfuture issuance underequity compensation plans

Equity compensation plans approved by security holders

~~424~~357,~~511~~024

10.28

1,~~141~~331,~~745~~761

Total

~~424~~357,~~511~~024

10.28

1,~~141~~331,~~745~~761

Stock Performance Graph

The following graph presents a comparison of the cumulative, five-year total return for the Company, the Russell 2000 Stock Index, and a peer group (S&P 400 Specialty Chemical Industry). The graph assumes that the beginning values of the investments in the Company, the Russell 2000 Stock Index, and the S&P 400 Specialty Chemical Index (a peer group of companies) each was $100 on December 31, ~~2019~~2020. All calculations assume reinvestment of dividends. Returns over the indicated period should not be considered indicative of future returns.

ITEM 6 RESERVED

Not applicable

2017

ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS/RISK FACTORS:

The Company, from time-to-time, may discuss forward-looking statements including assumptions concerning the Company’s operations, future results and prospects. Generally, “may,” “could,” “will,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue” and similar words identify forward-looking statements. Forward-looking statements appearing in this Report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our current expectations and are subject to risks and uncertainties that can cause actual results and events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions contained in the entire Report~~. Such factors include~~, ~~but~~including ~~are~~those ~~not~~set ~~limited~~forth ~~to:~~in ~~product~~Part ~~demand~~I, ~~and~~Item ~~market~~1A, ~~acceptance~~“Risk ~~risks;~~Factors” ~~the effect~~ of ~~economic~~this ~~conditions;~~Annual ~~weather~~Report ~~conditions;~~on ~~changes~~Form in10-K. ~~regulatory~~The ~~policy;~~information ~~the~~contained ~~impact~~in ofthis ~~competitive~~section ~~products~~should ~~and~~also ~~pricing;~~be ~~changes~~read in ~~foreign~~conjunction ~~exchange~~with ~~rates; tariffs on imported goods; the potential for attaining the full benefits of~~ our ~~transformation~~consolidated ~~initiatives;~~financial ~~product~~statements ~~development~~ and ~~commercialization~~related ~~difficulties;~~notes ~~capacity~~ and ~~supply constraints or difficulties; availability of capital resources;~~ the ~~impact~~information ~~of,~~contained ~~and~~elsewhere ~~our ability to remediate, the identified material weaknesses~~ in ~~our~~this ~~internal~~Annual ~~controls~~Report ~~over~~on ~~financial~~Form ~~reporting; and general business regulations, including taxes and other risks as detailed from time~~10-~~to-time in the Company’s reports and filings filed with the U~~K.S. ~~Security~~See ~~and~~also ~~Exchange Commission (~~“~~SEC~~Forward-Looking Statements”). Itimmediately isprior ~~not possible~~ to ~~foresee~~Part orI, ~~identify~~Item ~~all~~1, ~~such~~“Business” ~~factors. We urge you to consider these factors carefully~~ in ~~evaluating~~this ~~the~~Annual ~~forward-looking~~Report ~~statements~~on ~~contained~~Form ~~in this Report~~10-K.

The discussion and analysis of our financial condition and results of operations for ~~2024~~2025, as compared to ~~2023~~2024, appears below.

For the discussion and analysis of our financial condition and results of operations, as well as cash flows, for 2024, as compared to 2023, please see “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for the year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission on May 29, 2025.

MANAGEMENT OVERVIEW

~~During~~Despite ~~2024,~~a ~~AVD~~challenging ~~took~~economic ~~decisive~~backdrop, ~~and~~we ~~necessary~~believe, ~~measures~~American toVanguard ~~transform~~has ~~its~~improved ~~entire~~in ~~enterprise~~the ~~into~~areas athat ~~platform~~are ~~for~~under ~~stronger~~management’s ~~growth~~direct ~~and profitability~~control. ~~First,~~The ~~the~~ Company ~~engaged~~is ~~third~~improving ~~party~~its ~~consultants~~procurement toprocess ~~initiate~~through athe ~~business~~implementation ~~transformation~~of onadvanced ~~multiple~~software ~~fronts~~systems ~~(e.g.,~~and ~~driving~~the ~~down~~recruitment ~~supply~~of ~~chain~~industry ~~cost,~~leading ~~optimizing manufacturing, establishing strategic go-to-market approach and structural reorganization)~~executives. ~~These~~This ~~transformation~~has ~~efforts~~led ~~are expected~~ to ~~yield~~higher ~~substantial~~gross ~~benefits~~profit ~~by 2026. Second~~margins, ~~working~~as ~~with~~compared ~~ERP~~to ~~provider QAD~~2024, ~~the~~which ~~Company~~are ~~initiated~~expected ~~a global-wide digital transformation~~ to ~~put~~further ~~all~~improve ~~our~~over ~~businesses on one ERP platform with standardized processes. Third,~~ the ~~Company~~medium ~~recruited and hired a new CEO to help expedite the transformation~~term, ~~following~~as aadditional ~~charge~~refinements to ~~"simplify,~~our ~~execute~~systems and ~~deliver~~processes take place." Management ~~Fourth,~~has inalso ~~the~~made ~~process~~substantial ofimprovements ~~examining~~to its ~~investments,~~operating ~~inventory~~cost ~~trends~~structure and ~~assets,~~through ~~the~~initiatives ~~Company concluded~~ that ~~certain~~have ~~assets~~already -been ~~primarily~~announced, ~~the~~such ~~Company’s~~as ~~investment~~its indecision ~~SIMPAS,~~to ~~and~~streamline ~~two~~our ~~herbicide~~corporate ~~products~~structure -by ~~were~~removing ~~impaired.~~the ~~Taken~~international ~~together~~BV ~~with~~from ~~the~~our ~~goodwill~~management ~~impairment~~structure, ~~various~~rationalizing ~~business~~and ~~transformation~~enhancing ~~related~~its ~~expenses,~~IT ~~the~~systems ~~expenses~~and ~~associated~~by ~~with~~making the decision to ~~voluntarily~~move ~~recall~~its ~~Dacthal~~corporate ~~products, and certain inventory write downs, the Company incurred nonrecurring charges of $117,355 during 2024~~headquarters. ~~That~~These ~~said,~~and ~~the~~a ~~vast~~number ~~majority~~ of ~~business~~other ~~transformation~~initiatives ~~expenses~~are ~~were~~expected ~~incurred~~to insee ~~2024,~~further ~~and~~costs intaken ~~subsequent~~out ~~years,~~of ~~the~~this ~~Company~~category ~~will~~over ~~be advancing~~ the ~~implementation~~coming ~~plan largely through internal resources~~quarters. ~~Further, the Company proceeds into 2025 with an improved balance sheet and strong, focused leadership for realizing the benefits from our transformation efforts.~~

~~Turning~~While ~~to financial performance,~~ the ~~Company’s~~management ~~overall~~team ~~performance~~has inmade ~~2024~~meaningful ~~declined~~progress asimplementing ~~compared~~its tobusiness ~~2023~~improvement ~~due~~initiatives, ~~in part to~~ the ~~uneven~~agriculture ~~impact~~economy ofis ~~nonrecurring~~still ~~charges as described~~ in the ~~immediately~~midst ~~preceding~~of ~~paragraph~~a ~~and~~cyclical indownturn. Agricultural ~~part to persistently low~~ commodity prices ~~and~~remain ~~high~~near ~~input~~historically ~~costs~~low ~~which~~levels ~~negatively~~as ~~impacted~~uncertainty remains ~~the~~around forecasted agricultural ~~economy.~~commodity ~~Supply~~inventory ~~chains~~levels ~~are~~and ~~beginning~~crop toacreage. ~~normalize,~~Customer ~~but~~inventories ~~given~~now ~~the~~appear ~~current~~to ~~economic~~be ~~backdrop~~at itlow ~~may~~levels beand ~~some~~during ~~time~~the ~~before~~second ~~consumers~~half ~~are~~of ~~inclined~~2025 tomaterial ~~meaningfully~~that ~~increase~~was ~~their~~being ~~inventory~~consumed ~~levels.~~in ~~Some~~the ~~pockets~~field ofappeared ~~strength~~to ~~are~~match ~~present,~~purchasing ~~with~~patterns. ~~biofertilizers~~Thus, ~~biostimulants~~it ~~and~~is ~~biochemicals~~likely ~~growing~~that ~~much~~destocking ~~faster~~has ~~than~~substantially ~~the~~run ~~broader~~its ~~agricultural economy~~course. ~~The~~Given ~~Company~~the ~~has~~current ~~made~~economic ~~significant~~uncertainty, ~~investment~~it inis ~~these~~unlikely ~~areas~~that ofwe ~~growth,~~will ~~has~~see ~~benefited~~a ~~from~~strong ~~this~~push ~~investment and expects~~ to dorebuild soinventory, inbut ~~the~~an ~~future.~~end ~~Across~~to ~~the~~destocking ~~broader~~would ~~agricultural~~be ~~economy, the company expects~~ a ~~gradual~~positive ~~recovery~~for ~~looking~~the ~~forward~~industry ~~from~~and ~~2024,~~the ~~during~~first ~~which~~step ~~channel~~in ~~inventory~~an ~~was~~eventual ~~higher-than-historically~~cyclical ~~normal~~upturn.

~~Within~~Turning ~~this~~to ~~context~~financial performance, the Company’s ~~experienced~~2025 anet ~~drop~~sales indeclined, ~~overall~~while ~~sales~~gross ofprofit ~~approximately~~margin 5%and ~~during~~net ~~2024~~loss improved, ~~with~~as ~~domestic~~compared ~~sales~~to ~~down~~2024, 9%due, ~~and~~in ~~international~~part, to ~~sales~~the ~~increasing~~management byteam’s ~~1%.~~business ~~Most~~improvement ofplan. ~~the~~Net ~~underperformance in~~ sales ~~was~~declined ~~driven~~ by ~~two~~approximately ~~factors~~6% -during a2025, ~~40%~~with ~~drop~~domestic innet sales ofremaining ~~the~~flat, ~~granular~~while ~~insecticide~~international ~~Aztec~~net ~~following~~sales ~~unusually~~declining ~~high~~by ~~sales~~14%. Weakness in the ~~prior~~international ~~year~~segment ascan abe ~~result~~attributed ofto a ~~period~~prolonged ofsevere ~~product~~drought ~~unavailability,~~in key markets in Australia and ~~the~~lower ~~impact~~granular ofsoil ~~the~~insecticide ~~voluntary~~sales ~~cancellation~~in ~~and~~Mexico, ~~recall~~significantly ofimpacted ~~the~~by ~~herbicide~~excessive ~~Dacthal.~~channel inventory.

Initiatives undertaken as part of the Company's business improvement plan resulted in reduced cost of sales in 2025 (71% of net sales) vs. 2024 (78% of net sales). The improvements are the result of lower reserves for slow moving and obsolete inventory in 2025 vs. 2024, and a significant improvement in our approach to strategic procurement driving lower raw material costs. In 2025, we recorded approximately $3,802 in inventory reserves as compared to $21,417 in 2024.

Cost of sales remained high, increasing by 7% to end at 78% of net sales. The increase is attributed to the impact of the Dacthal recall which resulted in approximately $12,200 in credits to customers and $3,153 in inventory write downs and disposal costs, the decision to record additional reserves in the amount of $21,417 regarding obsolete and slow-moving inventories resulting from the Company's strategic review of its product portfolio to identify areas that were not positively contributing to generating shareholder value. and, where relevant, the estimated disposal costs. Further, the Company experienced some pockets of generic pressure in our international markets resulting in lowering prices to maintain market position. In addition, the Company incurred higher raw material costs as a result of inflationary pressure on raw material input prices. Finally, factory performance generated a higher net expense, as compared to 2023, as the Company worked to manage inventory levels in the face of market destocking activity. As a result, gross margin dropped to 22% in 2024 from 31% as compared to the prior year. 18

Operating expenses ~~rose~~decreased by ~~about 42~~21% in ~~2024~~2025, as compared to ~~2023,~~2024. ~~due~~The ~~primarily~~Company tospent ~~certain~~significantly ~~non-cash~~less on transformation and incurred lower asset impairment charges ~~and~~during ~~our~~2025, ~~digital~~as ~~and~~compared ~~structural~~to ~~transformation strategy~~2024. ~~Primarily~~In asaddition, aManagement ~~result~~continued ofits ~~the~~focus ~~nonrecurring~~on ~~impairment~~containing ~~charges~~selling, ~~operating~~general and administrative expenses ~~rose~~and asdecreased aits ~~percentage~~research, ofproduct ~~net~~development ~~sales~~and toregulatory ~~40%~~expense. inThe ~~2024,~~benefits asfrom ~~compared~~these efforts were partially offset by expenses related to ~~27%~~product inliability ~~2023~~claims.

With continued comparative lower net sales and higher inventory level, ~~during 2024,~~ the Company’s average indebtedness ~~increased~~remained toflat with the prior year at $~~195~~194,~~160,~~669 as compared to $~~167~~195,~~976~~160, during ~~2023~~2024. ~~and,~~Interest ~~coupled~~expenses ~~with~~was ~~higher~~up ~~interest~~slightly ~~rates,~~as ~~interest~~a ~~expense~~result ~~for~~of ~~the~~increased ~~year rose. Net sales improved~~ in ~~the~~effective ~~fourth~~interest ~~quarter~~rates and, ~~coupled~~additional ~~with~~loan ~~customer~~amendment ~~prepayment~~origination ~~activity,~~fees ~~enabled the Company to reduce inventory and indebtedness by December 31, 2024~~.

On a full-year basis, the Company generated a net loss of $~~126~~49,~~340~~882 (or $41.5075 per share) in 2025, as compared to ~~generating~~ a net ~~income~~loss of $7126,~~519~~340 (or $04.2650 per share) during ~~2023~~2024. Details of our financial performance are set forth below.

Results of Operations

~~2024~~2025 Compared with ~~2023~~2024:

	2024			2023			$ Change			% Change
	2025			2024			$ Change			% Change
Net sales:
U.S. crop	$	~~228~~221,~~327~~391		$	~~269~~228,~~229~~327		$	(406,~~902~~936	)	-153%
U.S. non-crop		8290,~~400~~290			7582,~~287~~400			7,~~113~~890		910%
Total U.S.		~~310~~311,~~727~~681			~~344~~310,~~516~~727			~~(33,789~~954	)	~~-10~~0%
International		~~236~~203,~~579~~433			~~234~~236,~~855~~579			1(33,~~724~~146	)	1-14%
Total net sales	$	~~547~~515,~~306~~114		$	~~579~~547,~~371~~306		$	(32,~~065~~192	)	-6%
Total cost of sales	$	(~~426~~367,~~989~~553	)	$	(~~400~~426,~~207~~989	)	$	~~(26~~59,~~782~~436	)	7-14%
Total gross profit	$	~~120~~147,~~317~~561		$	~~179~~120,~~164~~317		$	~~(58~~27,~~847~~244	)	~~-33~~23%
Total gross margin	2229%			3122%

Net sales of our U.S. crop business were 153% lower than those of the prior year. The ~~three~~primary ~~key~~areas ~~factors~~of ~~driving~~weakness ~~performance lower~~ were ~~the~~soil ~~recall~~fumigants ~~of Dacthal, lower sales of Aztec~~ and ~~lower~~granular ~~agriculture~~soil ~~acreage planted~~insecticides. ~~During~~Fumigants ~~2024,~~were ~~the~~negatively ~~Company~~impacted ~~halted~~by ~~manufacturing~~weakness ~~and~~in ~~then voluntarily cancelled~~ the ~~product~~potato ~~registration~~market, ~~for~~where ~~Dacthal~~farmers ~~following~~are ~~USEPA's~~planting ~~preliminary~~fewer ~~findings~~acres ofin aresponse ~~potential~~to ~~adverse effect based upon~~ a ~~single~~weak ~~study.~~demand ~~The product recall associated with this cancellation negatively impacted 2024 revenue~~ and ~~profitability~~pricing environment. ~~With~~This ~~respect~~weakness towas ~~Aztec,~~partially ~~customer~~offset ~~purchases~~by ~~exceeded~~strength ~~end-user demand~~ in ~~2023,~~the ~~and~~herbicide ~~these~~segment ~~customers~~where ~~worked~~the ~~down~~company ~~excess~~benefited ~~inventory~~from ina ~~2024,~~full ~~negatively~~year ~~impacting~~of sales of ~~this~~a ~~high-margin~~recently introduced product., WeZalo, ~~expect~~and strong demand ~~patterns~~ for ~~Aztec~~our toImpact ~~normalize~~product ~~over 2025. Further~~line, ~~negatively impacting results were~~ the ~~number~~company’s ofbroad-based ~~agriculture~~herbicide ~~acres~~used ~~planted,~~on ~~as compared to 2023, with~~ corn ~~acres 4% lower than the prior year~~crops. ~~Weak agricultural commodity prices, leading to lower farm net-income, were the reason that fewer acres were planted in 2024.~~

Net sales of our U.S. non-crop business were 910% higher than ~~those of~~ the previous year. This improvement was driven by ~~our~~revenue recognized from a business-to-business ~~technical~~technology ~~sales,~~licensing ~~along~~agreement ~~with growth~~ in ~~mosquito vector solutions. The company expects~~ the ~~non-crop~~amount ~~business~~of to$11,250, ~~continue~~partially tooffset ~~grow~~by ~~over~~a ~~the~~decline ~~coming~~in ~~quarters~~our ~~driven~~nursery ~~by business-to-business gains~~ and ~~growth~~ornamental ~~across all segments~~business.

Net sales of our International businesses were 14% lower than the previous year. International sales were impacted by drought conditions in Australia, which led to low molluscicide sales. Our Mexican business saw weakness in net sales due to slower demand, as a result of channel inventory. On the other hand, biological net sales were an area of strength in our international business.

Overall costs of sales decreased by 14% across our U.S. crop, U.S. non-crop and International. The decreases resulted from improved strategic actions to manage raw material and manufacturing costs. Furthermore, in 2025 the Company identified certain items of slow moving or potentially obsolete inventories and took reserves in the amount of $3,802 to reduce those inventory items to net realizable value. In comparison, in 2024, the Company recorded reserves of $21,417.

Operating expenses decreased by $46,015 in 2025 to $175,857, as compared to $221,872 in 2024. The differences in operating expenses by department are as follows:


	2025			2024			Change			% Change
Operating expenses
Selling	$	45,428		$	48,732		$	(3,304	)		-7	%
General and administrative
Other	$	53,082		$	56,378			(3,296	)		-6	%
Amortization		12,123			13,339			(1,216	)		-9	%
Legal reserves		—			1,185			(1,185	)		-100	%
Research, product development and regulatory		23,161			32,662			(9,501	)		-29	%
Product liability claims		9,730			—			9,730			100	%
Transformation		7,187			20,162			(12,975	)		-64	%
Asset impairment		25,395			50,414			(25,019	)		-50	%
Gain from sale of asset		(249	)		(1,000	)		751			-75	%
Total	$	175,857		$	221,872		$	(46,015	)		-21	%

•

Selling expenses decreased by $3,304 for the year ended December 31, 2025, as compared with the prior year. This was mainly associated with actions implemented to streamline our global commercial team and to improve effectiveness, including tight controls on advertising and promotions and other short term controllable costs.

•

Other general and administrative expenses decreased by $3,296, primarily associated with reduced headcount across the global business as we streamlined the organization.

•

Amortization declined as compared to prior year, as the result of assets that were retired during 2025 or were fully impaired at the end of 2024.

•

In 2024, the Company recorded a reserve for a legal settlement. There was no similar legal matter in 2025.

•

Research, product development and regulatory expenses decreased by $9,501 for the year ended December 31, 2025, as compared to 2024. This is the result of improved resource management and cost controls focused on regulatory and product development studies, and by the decision to not further invest in the SIMPAS delivery system.

•

In 2025, the Company recorded a charge of $9,730 related to product liability claims primarily associated with its non-crop business. There was no similar matter in the prior year.

•

Transformation costs related to the Company’s digital and structural transformation project reduced dramatically, as expected, and ended at $7,187, as compared to $20,162 in the prior year. The Company expects that these costs will continue to decline in 2026.

•

Asset impairments of $25,395 include the impairment of the remaining goodwill of our international business in the amount of $21,040 as a result of changes in discount rate assumptions that were essentially general economic adjustments rather than changes in the expected future performance of the international businesses, PCNB related intangible assets in the amount of $1,668 and PCNB related manufacturing equipment in the amount of $2,459. During 2024, the Company took impairment charges in the amount of $50,414 primarily associated with impairment charges associated with goodwill, the determination that its investment in SIMPAS technology was impaired and with other intangible assets.

AVD undertook a strategic initiative to transform its entire enterprise into a platform for stronger growth and profitability. The Company engaged third party consultants to initiate a business transformation on multiple fronts (including supply chain cost, optimizing manufacturing, establishing strategic go-to-market approaches and a structural reorganization). We believe these transformation efforts will yield substantial benefits by 2026. The Company also initiated a Company-wide digital transformation across all of our geographies including a uniform ERP platform with standardized processes. Third, the Company recruited and hired a new CEO tasked with leading the transformation project. The following table shows the different components of the transformation expense for the years ended December 31, 2025 and 2024:


	2025		2024
Consulting and strategic advisory services	$	2,538	$	12,408
CEO termination costs		559		2,837
CEO recruitment fees		—		361
Other termination and retention costs		2,417		2,606
Transformation related employee costs		450		1,204
IT implementations		1,223		746
Total	$	7,187	$	20,162

On April 1, 2020, the Company made a strategic investment in Clean Seed Inc. (Clean Seed) in the amount of $1,190. The investment is carried at fair value and is included in other assets on the Company’s consolidated balance sheets. At December 31, 2025, the fair value of the investment amounted to $501. The Company recorded a loss related to Clean Seed’s change in fair value in the amount of $437 during 2025, as compared to a gain of $513 in 2024. These fair value adjustments are included in change in fair value of equity investments on the Company’s consolidated statements of operations.

Net interest expense was $18,470 in 2025, as compared to $16,243 in 2024. Interest costs are summarized in the following table:


	2025								2024
Average Indebtedness and Interest expense	Average Debt		Interest Expense, net			Effective Interest Rate			Average Debt		Interest Expense, net			Effective Interest Rate
Senior credit facility	$	194,669	$	16,546			8.5	%	$	195,160	$	15,518			8.0	%
Interest Income, net		—		(106	)		—			—		(230	)		—
Amortization of deferred loan fees		—		1,906			—			—		536			—
Other interest		—		209			—			—		815			—
Subtotal		194,669		18,555			9.5	%		195,160		16,639			8.5	%
Capitalized interest		—		(85	)		—			—		(396	)		—
Total	$	194,669	$	18,470			9.5	%	$	195,160	$	16,243			9.5	%

The Company’s average debt for the year ended December 31, 2025, was $194,669, as compared to $195,160 for the year ended December 31, 2024. The continuing comparatively high average borrowings can be in large part attributed to the global agriculture market continuing to focus on channel inventory levels and lower levels of prepay in the U.S.. This effective destocking of the channel is a global agricultural market reaction to high interest rates and the drive by distribution to push working capital back to manufacturers. Our effective interest rate on our senior credit facility increased from 8.0% in 2024 to 8.5% in 2025.

Our provision for income taxes for 2025 was $2,679, as compared to $5,882 for 2024. The effective income tax rate for 2025 was negative 5.7%, as compared to negative 4.9% in 2024. The decrease of the effective tax rate in 2025, as compared to 2024, was primarily due to the decrease in the loss before provision for income taxes for entities that maintained a full valuation allowance during 2025.

The Company is subject to U.S. federal income tax as well as to income tax in multiple state jurisdictions. Federal income tax returns of the Company are subject to Internal Revenue Service (“IRS”) examination for the 2022 through 2024 tax years. State income tax returns are subject to examination for the 2021 through 2024 tax years. The Company has other foreign income tax returns subject to examination.

Net loss was $49,882 or $1.75 per basic share and diluted share in 2025, as compared to $126,340 or $4.50 per basic and diluted share in 2024.

Comprehensive loss was $43,153 in 2025, as compared to $139,106 in 2024. In addition to net loss, foreign currency translation adjustment, net of tax, is included in comprehensive loss. The foreign currency translation adjustment, net of tax, was positive $6,729 in 2025, as compared to a negative $12,766 in 2024. The negative adjustment in 2024 was driven by the US Dollar getting stronger compared to the local currencies of the Company's international operations in Mexico, Brazil, and Australia, which use the respective local currencies as their functional currency.

Liquidity and Capital Resources

Cash used in operating activities amounted to $21,191 during the year ended December 31, 2025, as compared to cash provided in operating activities of $3,923 in the prior year. Included in the $21,191 are net loss of $49,882, plus non-cash depreciation, amortization of intangibles and other long-term assets in the amount of $18,763, amortization of deferred loan fees and discounted liabilities of $1,906, impairment of assets including fixed assets, intangible assets and goodwill of $25,395, and provision for bad debts in the amount of $2,360, stock-based compensation of $2,016, change in fair value of investments of $437. These adjustments were offset by deductions related to a gain on sale of fixed assets of $75, reductions in value of deferred income taxes of 1,351, reductions in value for uncertain tax positions or unrecognized tax benefits of $201, non-cash lease expense of $147, and net foreign currency adjustment of $193. This resulted in net cash used in operating activities (prior to changes in assets and liabilities associated with operations, net of business combinations) of $972, as compared to net cash provided by operating activities of $44,083 for the same period of 2024.

The Company’s working capital increased by $14,533 at December 31, 2025. Included in this change, accounts receivable decreased by $7,697 as a result of timing of orders, mix of customers, products and jurisdictions, inventories decreased by $6,287 as a result of a hard drive to reduce inventories and the result of recording certain inventory write downs, tax receivable decreased by $9 driven by losses recorded 2025, and prepaid expenses increased by $8,638. The liability for customer prepayments at the end of 2025, decreased by $19,582, as a result of return to pre-Covid levels of normal working capital by customers. Our accounts payable balances increased by $15,434 primarily as a result of management focus on controlling net trade working capital and the drive by the Company to reduce inventory in the final quarter of the year. Program accruals decreased by $17,384, and other payables and accrued expenses decreased by $4,024.

With regard to our program accrual, the year-over-year change is primarily driven by the mix of product line sales volumes, and customers in 2025, as compared to the prior year. The Company accrues programs in line with the growing season upon which specific products are targeted. Most of our programs relate to domestic sales. Typically, domestic crops have a growing season that ends on August 31st of each year. During 2025, the Company made accruals in the amount of $69,307 and payments in the amount of $86,529. During 2024, the Company made accruals in the amount of $93,301 and payments in the amount of $92,188.

Cash used for investing activities amounted to $3,608 for the year ended December 31, 2025, as compared to $6,623 in 2024. In 2025, the Company spent $3,793 on capital expenditures primarily on continuing to invest in manufacturing infrastructure focused on safety and improvement of production efficiency and capabilities. Furthermore, the Company spent $165 on registrations and patents and received $477 in disposal of fixed assets. In 2024, the Company spent $409 on registrations and patents and received $1,065 in disposal of fixed assets.

During the year ended December 31, 2025, financing activities provided $23,704 as compared to $4,540 provided during the prior year. This included increasing net borrowings by $26,669, as compared to an increase of $8,431 in 2024. The Company paid $3,389 in deferred loan fees during the year ended December 31, 2025, as compared to $850 in the prior year. During 2024, the Company paid dividends to stockholders amounting to $2,510, no dividend payment was made in 2025.

The Company has long-term debt as of December 31, 2025 and 2024 relating to a senior credit facility as summarized in the following table:


Indebtedness	2025			2024
Senior credit facility	$	174,000		$	147,332
Deferred loan fees		(3,015	)		(1,532	)
Total indebtedness	$	170,985		$	145,800

The deferred loan fees as of December 31, 2025 and 2024 are included in other assets on the consolidated balance sheets.

~~Net~~The ~~sales~~Company ofand ~~our~~certain ~~International~~of ~~businesses~~its affiliates were 1%parties ~~higher~~to ~~than~~a ~~those~~senior ofcredit facility agreement entitled the ~~previous~~“Third ~~year.~~Amended ~~Granular~~and ~~soil~~Restated ~~insecticides~~Loan ~~sales~~and Security Agreement” dated as of August 5, ~~our~~2021 ~~largest~~(the ~~international~~“Credit ~~product~~Agreement”), ~~category~~which is a senior secured lending facility among AMVAC, ~~exhibited~~the ~~strength~~Company’s principal operating subsidiary, ~~increasing~~as byAgent ~~10%~~(including the Company and AMVAC BV), as ~~compared~~"Borrowers", toon the ~~prior~~one ~~period~~hand, ~~while~~and ~~herbicide~~a ~~sales~~group ~~decreased~~of commercial lenders led by ~~approximately~~BMO ~~27%~~Bank, N.A. ~~Generic~~(formerly ~~crop~~Bank ~~protection~~of ~~products~~the ~~continued~~West) toas ~~create~~administrative agent, documentation agent, syndication agent, collateral agent and sole lead arranger, on the other hand. The Credit Agreement initially consisted of a ~~difficult~~line ~~pricing~~of ~~environment~~credit ~~for~~of ~~many~~up to $275,000, an accordion feature of ~~our~~up ~~products~~to $150,000, a letter of credit and ~~results~~swingline ~~were~~sub-facility ~~negatively~~(each ~~impacted~~having ~~near~~limits ~~the~~of ~~year-end~~$25,000) byand ~~strength~~had ina ~~the~~maturity Udate of August 5, 2026.S. ~~Dollar~~The ~~and~~Credit ~~the~~Agreement ~~attendant~~has ~~effect~~underwent oftwelve ~~foreign~~amendments ~~currency~~since ~~exchange~~2021.

~~Overall~~Under ~~costs~~the ofCredit ~~sales~~Agreement, ~~increased~~revolving byloans 7%bore ~~across~~interest ~~our~~at ~~U.S.~~a ~~crop~~variable rate based, Uat borrower’s election with proper notice, on either (i) SOFR plus 0.S.1% ~~non-crop~~per annum and ~~International.~~the ~~The~~“Applicable ~~increased~~Margin” ~~cost~~or (ii) the greater of ~~sales~~(x) ~~can~~the bePrime ~~attributed~~Rate, to(y) ~~elevated~~the ~~raw~~Federal ~~material~~Funds ~~prices~~Rate plus 0.5%, ~~which~~and ~~were~~(z) ~~fueled~~the byDaily ~~broad~~One-~~based~~Month ~~inflationary~~SOFR ~~pressures.~~Rate Inplus ~~addition~~1.10%, asplus, ~~part~~in the case of ~~its~~(x), ~~strategic~~(y) ~~review~~or (z), the ~~Company~~Applicable ~~has~~Margin ~~completed~~(“Adjusted aBase ~~comprehensive~~Rate ~~assessment~~Revolver ofLoan”). ~~its~~Interest ~~inventories~~payments ~~and~~for ~~determined~~SOFR ~~that~~Revolver aLoans ~~number~~were payable on the last day of ~~items~~each ~~are~~interest period (either ~~obsolete~~one-, three- or ~~slow~~nine- ~~moving~~months, ~~and~~as ~~has~~selected ~~taken~~by athe ~~write~~Company) ~~down~~and ofthe ~~$21~~maturity date,~~417~~ towhile ~~reflect~~interest payments for Adjusted Base Rate Revolver Loans are payable on the ~~net~~last ~~realizable~~business ~~value~~day of ~~these~~each ~~items~~month and the maturity date.

~~Operating~~On ~~expenses~~August ~~increased~~18, by2025, ~~$66~~AMVAC,~~003~~ inas ~~2024~~borrower, and affiliates (including Registrant), as guarantors and/or borrowers, entered into Amendment Number Twelve (the “Amendment”) to ~~$221~~the Credit Agreement. The Amendment extended the maturity date of the Credit Agreement from August 5,~~872~~ 2026, asto ~~compared~~December 31, 2026, and amended the borrowing capacity under the revolving credit facility to $~~155~~245,~~869~~000 inthrough ~~2023~~November 29, 2025, then $225,000 until December 30, 2025, then $200,000 until March 31, 2026 and then $180,000 through December 31, 2026. The ~~differences~~Amendment inalso ~~operating~~included ~~expenses~~additional bychanges ~~department~~to ~~are~~the Credit Agreement, including: (i) amending the applicable margins for the applicable interest rates and unused line fee and letter of credit fee; (ii) adding a year-to-date Consolidated EBIDTA requirement of $4,500 as ~~follows~~of June 30, 2025, $9,500 as of September 30, 2025 and $35,000 as of December 31, 2025 and a TTM Consolidated EBITDA requirement of not less than $37,500 as of March 31, 2026; (iii) requiring the Company to make prepayments on the loans once the Company’s cash balance exceeds a threshold; and (iv) suspending the Total Leverage Ratio covenant until June 30, 2026 and then applying a fiscal quarter end ratio of 4.00:1.00.

	2024			2023		Change			% Change
Operating expenses
Selling, general and administrative	$	106,295		$	103,605	$	2,690			3	%
Amortization		13,339			13,282		57			0	%
Research, product development and regulatory		32,662			38,025		(5,363	)		-14	%
Transformation		20,162			957		19,205			100	%
Asset impairments		50,414			—		50,414			100	%
Gain from sale of assets		(1,000	)		—		(1,000	)		-100	%
Total	$	221,872		$	155,869	$	66,003			42	%

On March 13, 2026, AMVAC, as borrower, and affiliates (including the Company), as guarantors, entered into two loan agreements that, in effect, entirely refinanced the previously existing Credit Agreement. The first is a Credit and Guaranty Agreement with Wilmington Trust, National Association, as administrative agent, and a group of lenders led by Centerbridge Partners, L.P., under the terms of which lenders provide a senior, secured term loan in the aggregate principal amount of $225,000 (the "First Priority Term Loan"). The First Priority Term Loan includes a five-year term, initial interest at SOFR (minimum of 3.0%) + 8.25 (with three potential stepdowns of 50bps each upon achievement of 1X, 1.5X and 2.0X inside closing net leverage ratio), amortization of 1.0% per annum, a no-call provision in year one (with potential for full repayment thereafter with additional exit fees), and two financial covenants - namely, a) a first lien debt-to-EBITDA ratio starting at 6.7X and stepping down to 4.0X in the fourth quarter of 2028, and b) a minimum liquidity requirement ranging from $20,000 to $45,000 on a monthly schedule through the fourth quarter of 2027 and increasing to $50,000 in January of 2028 and thereafter. Borrower may repay up to $35,000 per annum without incurring premium interest.

~~Selling,~~The ~~general~~second is a Credit and ~~administrative~~Guaranty ~~expenses~~Agreement ~~increased~~with toBMO ~~end~~Bank, atN.A., ~~$106~~as agent,~~295~~ ~~for~~and other lenders, under the ~~year~~terms ~~ended~~of ~~December~~which ~~31,~~lenders ~~2024,~~provide asa ~~compared~~second topriority ~~$103,605~~term loan in ~~2023.~~the ~~Included~~aggregate ~~within~~principal ~~this~~amount ~~expense~~of $60,000 (the ~~Company's~~"Second ~~leadership~~Priority ~~team~~Term ~~made~~Loan"). ~~the~~The ~~decision~~Second toPriority ~~pay~~Term aLoan ~~modest~~is ~~bonus~~subordinate to ~~all~~the ~~employees~~First asPriority Term Loan, includes a ~~recognition~~five-year term, initial interest at SOFR + 2.0, amortization of ~~the~~10% ~~steadfast~~per ~~support~~annum ~~for~~starting ~~the~~in ~~Company’s~~Q3 ~~transformation~~2027, ~~efforts~~no ~~during~~prepayment apenalty ~~challenging~~and ~~year~~no financial covenants.

~~Amortization~~The ~~ended~~Company believes that the ~~year~~combination atof ~~$13~~its cash flows from future operations,~~339~~ ~~which~~current ~~was~~cash ~~slightly~~on uphand inand ~~comparison~~the availability under the Company’s credit facilities will be sufficient to meet its working capital and capital expenditure requirements and will provide the ~~prior~~Company ~~year~~with adequate liquidity to meet its anticipated operating needs for at least the next 12 months from the issuance of these consolidated financial statements. Although operating activities are expected to provide cash, to the extent of growth in the future, its operating and ~~included~~investing ~~accelerated~~activities ~~amortization~~will use cash and, consequently, this growth may require the Company to access some or all of ~~$179~~the ~~associated~~availability ~~with~~under ~~two~~the ~~small~~credit ~~assets~~facility.

Research, product development and regulatory expenses decreased by 13% to $32,662 in 2024, as compared to $38,025 in 2023. The costs were reduced by lower spending as the Company made the decision to stop investing in the development and commercialization of the SIMPAS proprietary delivery systems.

Transformation cost of $20,162 relate to the Company’s digital and structural transformation project. The digital transformation effort is intended to ensure that business process owners have access to current and complete data that has been generated through standardized processes. The structural transformation effort is intended to improve operating leverage by applying business analytics to current operations, structures, products and services. Included in these costs, the Company made the decision that it was necessary to recruit a new CEO to drive the business transformation. During 2024, third party consultants were engaged by the Company to assist it in navigating the project to gain the maximum benefit at the earliest possible time.

Asset impairments of $50,414 includes costs associated with the Company’s determination that its investment in its SIMPAS technology is impaired. The impairment impacted fixed and intangible assets and resulted in a non-cash charges of $17,683. In addition, the Company recorded non-cash impairment charges related to its domestic and international goodwill assets in the amount of $27,049. Secondly, the Company concluded that there was an asset impairment related to the purchase of two herbicide products. The market for these two products has been greatly reduced by weed resistance and competitive products. As such, the Company has decided to no longer market the product, and recorded a non-cash impairment charge of $5,682.

On April 1, 2020, the Company made a strategic investment in Clean Seed Inc. (Clean Seed) in the amount of $1,190. The investment is carried at fair value and is included in other assets on the Company’s consolidated balance sheets. The Company recorded a gain related to Clean Seed’s change in fair value in the amount of $513 during 2024, as compared to losses of $359 in 2023. These gains and losses are included in change in fair value of equity investments on the Company’s consolidated statements of operations.

Net interest expense was $16,243 in 2024, as compared to $12,639 in 2023. Interest costs are summarized in the following table:

	2024								2023
Average Indebtedness and Interest expense	Average Debt		InterestExpense, net			Effective Interest Rate			Average Debt		InterestExpense, net			Effective Interest Rate
Senior credit facility	$	195,160	$	15,518			8.0	%	$	167,976	$	12,136			7.2	%
Interest Income, net		—		(230	)		—			—		(368	)		—
Amortization of deferred loan fees		—		536			—			—		255			—
Other interest		—		815			—			—		1,183			—
Subtotal		195,160		16,639			8.5	%		167,976		13,206			7.9	%
Capitalized interest		—		(396	)		—			—		(567	)		—
Total	$	195,160	$	16,243			8.3	%	$	167,976	$	12,639			7.5	%

The Company’s average debt for the year ended December 31, 2024, was $195,160, as compared to $167,976 for the year ended December 31, 2023. The increase in average debt can be in large part attributed to the global agriculture market continuing to focus on buying smaller individual order quantities frequently and closer to the time of use and with enhanced focus on their own inventory levels. This effective destocking of the channel is a global agricultural market reaction to high interest rates and the drive by distribution to push working capital back to manufacturers. Our effective interest rate on our senior credit facility increased to 8.0%, as compared to 7.2% in 2023.

Our provision for income taxes for 2024 was $5,882, as compared to $2,778 for 2023. The effective tax rate for 2024 was negative 4.9%, as compared to 27.0% in 2023. The decrease of the effective tax rate in 2024, as compared to 2023, was primarily due to the establishment of a valuation allowance recorded against the U.S. net deferred tax assets during 2024.

The Company is subject to U.S. federal income tax as well as to income tax in multiple state jurisdictions. Federal income tax returns of the Company are subject to Internal Revenue Service (“IRS”) examination for the 2021 through 2023 tax years. State income tax returns are subject to examination for the 2020 through 2023 tax years. The Company has other foreign income tax returns subject to examination.

Net loss was $126,340 or $4.50 per basic share and diluted share in 2024, as compared to a net income of $7,519 or $0.27 per basic and $0.26 per diluted share in 2023.

Comprehensive loss was $139,170 in 2024, as compared to a comprehensive income of $13,738 in 2023. In addition to net (loss) income, foreign currency translation adjustment, net of tax is included in comprehensive (loss) income. The foreign currency translation adjustment, net of tax, was negative $13,824 in 2024, as compared to a positive $6,219 in 2023. The negative adjustment in 2024 was driven by the US Dollar getting stronger compared to the local currencies of the Company's international operations in Mexico, Brazil, and Australia, which use the respective local currencies as their functional currency.

Liquidity and Capital Resources

Cash in operating activities provided $3,923 during the year ended December 31, 2024, as compared to cash used in operating activities of $58,748 in the prior year. Included in the $3,923 are net loss of $126,340, plus non-cash depreciation, amortization of intangibles and other long-term assets in the amount of $22,548, amortization of deferred loan fees and discounted liabilities of $536, gain on disposal of property, plant and equipment of $1,000, impairment of assets including fixed assets, intangible assets and goodwill of $50,414, and provision for bad debts in the amount of $2,319. In addition, stock-based compensation of $4,412, change in value of deferred income taxes of $1,462, change in value for uncertain tax positions or unrecognized tax benefits of $1,547, change in fair value of investments of $2,356, non-cash lease expense of $37, and net foreign currency adjustment of $804, resulted in net cash used in operating activities (prior to changes in assets and liabilities associated with operations, net of business combinations) of $44,083, as compared to net cash provided by operating activities of $29,713 for the same period of 2023.

The Company’s working capital decreased by $54,983 at December 31, 2024. Included in this change, accounts receivable increased by $11,073 as a result of timing of orders, mix of customers, products and jurisdictions, inventories decreased by $35,213 as a result of a hard drive to reduce inventories and the result of recording certain inventory write downs, tax receivable increased by $3,775 driven by losses recorded at the end of 2024, and prepaid expenses increased by $654. Customer prepayments decreased by $12,882, driven by customer decisions to make early payments in return for future discounts on product purchases as part of the Company’s early cash incentive programs and their choices about when to utilize the prepaid amounts. Our accounts payable balances increased by $3,714 primarily due to timing of supplier invoice due dates and the drive by the Company to reduce inventory in the final quarter of the year. Program accruals increased by $1,775, and other payables and accrued expenses increased by $17,202.

With regard to our program accrual, the year-over-year change is primarily driven by the mix of product line sales and customers in 2024, as compared to the prior year. The Company accrues programs in line with the growing season upon which specific products are targeted. Most of our programs relate to domestic sales. Typically, domestic crops have a growing season that ends on August 31st of each year. During 2024, the Company made accruals in the amount of $93,301 and payments in the amount of $92,188. During 2023, the Company made accruals in the amount of $93,264 and payments in the amount of $85,931.

Cash used for investing activities amounted to $6,623 for the year ended December 31, 2024, as compared to $17,017 in 2023. In 2024, the Company spent $7,279 on capital expenditures primarily focused on continuing to invest in manufacturing infrastructure focused on safety and improvement of production efficiency and capabilities. Furthermore, the Company spent $409 on registrations and patents and received $1,065 in disposal of fixed assets. In 2024, the Company did not make any business acquisitions.

During the year ended December 31, 2024, financing activities provided $4,540 as compared to $66,737 provided during the prior year. This included increasing net borrowings by $8,431, as compared to an increase of $86,600 in 2023. The Company paid $850 in deferred loan fees during the year ended December 31, 2024. During 2024, the Company paid dividends to stockholders amounting to $2,510, as compared to $3,384 in 2023. Further, the Company did not repurchase common stock in 2024, as compared to using $15,539 to repurchase common stock in 2023. The Company made no payments for contingent consideration in 2024 or 2023.

The Company has long-term debt as of December 31, 2024 and 2023 relating to a senior credit facility as summarized in the following table:

Indebtedness	2024			2023
Senior credit facility	$	147,332		$	138,900
Deferred loan fees		(1,532	)		(1,218	)
Total indebtedness	$	145,800		$	137,682

The deferred loan fees as of December 31, 2024 and 2023 are included in other assets on the consolidated balance sheets.

The Company and certain of its affiliates are parties to a senior credit facility agreement entitled the “Third Amended and Restated Loan and Security Agreement” dated as of August 5, 2021 (the “Credit Agreement”), which is a senior secured lending facility among AMVAC, the Company’s principal operating subsidiary, as Agent (including the Company and AMVAC BV), as "Borrowers", on the one hand, and a group of commercial lenders led by BMO Bank, N.A. (formerly Bank of the West) as administrative agent, documentation agent, syndication agent, collateral agent and sole lead arranger, on the other hand. The Credit Agreement consists of a line of credit of up to $275,000, an accordion feature of up to $150,000, a letter of credit and swingline sub-facility (each having limits of $25,000) and has a maturity date of August 5, 2026. The Credit Agreement amended and restated the previous credit facility, which had a maturity date of June 30, 2022. With respect to key financial covenants, the Credit Agreement contains two: namely, borrowers are required to maintain a Total Leverage (“TL”) Ratio of no more than 3.5-to-1, during the first three years, stepping down to 3.25-to-1 as of December 31, 2024, and a Fixed Charge Coverage Ratio ("FCCR") of at least 1.25-to-1. In addition, to the extent that it completes acquisitions totaling $15,000 or more in any 90-day period, AMVAC may step-up the TL Ratio by 0.5-to-1, not to exceed 4.00-to-1, for the next three full consecutive quarters. Acquisitions below $50,000 did not require Agent consent.

The Company’s borrowing capacity varies with its financial performance, measured in terms of Consolidated EBITDA as defined in the Credit Agreement, for the trailing twelve-month period. Under the Credit Agreement, revolving loans bear interest at a variable rate based, at borrower’s election with proper notice, on either (i) London Interbank Offered Rate ("LIBOR") plus the “Applicable Margin” which is based upon the Total Leverage (“TL”) Ratio (“LIBOR Revolver Loan”) or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month LIBOR Rate plus 1.00%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). The Company and the Lenders entered into an amendment to the Credit Agreement, effective March 9, 2023, whereby LIBOR was replaced by the Secured Overnight Financing Rate ("SOFR") with a credit spread adjustment of 10.0 bps for all SOFR periods. The revolving loans now bear interest at a variable rate based at our election with proper notice, on either (i) SOFR plus 0.1% per annum and the “Applicable Margin” or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month SOFR Rate plus 1.10%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). Interest payments for SOFR Revolver Loans are payable on the last day of each interest period (either one-, three- or six- month periods, as selected by the Company) and the maturity date, while interest payments for Adjusted Base Rate Revolver Loans are payable on the last business day of each month and the maturity date.

On November 7, 2023, the Company entered into Amendment Number Six to the Third Amended Loan and Security Agreement that provided relief in respect of both financial covenants. On August 8, 2024, the Company and the lenders entered into Amendment Number Seven to the Credit Agreement, effective June 30, 2024, under which the Maximum Total Leverage Ratio was modified to 4.25 for the period ended June 30, 2024; 5.0 for the period ended September 30, 2024; 4.5 for the period ended December 31, 2024, 4.5 for the period ending March 31, 2025, 4.25 for the period ending June 30, 2025; 4.0 for the period ending September 30, 2025, and returning to 3.25 for the periods ending December 31, 2025 and thereafter. The Minimum Fixed Charge Coverage Ratio remains the same, and a new covenant (added as part of Amendment Number seven), the Minimum Modified Current Ratio of not less than 1.5 (defined as the ratio of (i) Accounts Receivable plus Inventory, to (ii) Funded Debt of the Company and its Subsidiaries on a consolidated basis). In addition, the Company may not repurchase shares, pay cash dividends to shareholders or make Permitted Acquisitions without Lenders’ consent. In addition, for purposes of calculating Consolidated EBITDA, the basket for transformation and one-time (cash and non-cash charges (which are excluded from such measure) has been increased from $5,000 to $12,500 in second quarter 2024, $45,000 (in third quarter 2024, fourth quarter 2024 and first quarter 2025), $42,500 in second quarter 2025, $15,000 in third quarter 2025 and $7,500 in fourth quarter 2025, as measured on a four-quarter trailing basis. Finally, the interest rates for the Credit Agreement, as amended, were increased by 25bps to the extent the Total Leverage Ratio equals or exceeds 4.0 and remains at the rates set forth in the Amendment Number Six to the extent the Total Leverage Ratio is below 4.0.

On March 12, 2025, the Company entered into Amendment Number Eight to the Third Amended Loan and Security Agreement that provided relief in respect of both financial covenants, under which the Maximum Total Leverage Ratio was modified to 6.25 for the period ending March 31, 2025; 6.25 for the period ending June 30, 2025; 5.75 for the period ending September 30, 2025 and returning to 3.25 for the periods ending December 31, 2025 and thereafter. The Minimum Fixed Charge Coverage Ratio is changed to 1.15 for the period ending March 31, 2025, and returning to 1.25 for the period ending June 30, 2025 and thereafter. In addition, the Applicable Margins for the Revolver Loans are changed to 3.75% for SOFR and 2.75% as the Adjusted Base Rate; the Unused Line Fee Rate is 0.35% and the Letter of Credit Fee is 3.75%. Further, notwithstanding financial performance, the borrowing capacity is capped below the facility’s previous maximum ($275,000) by $50,000 through June 30, 2025, then by $40,000 through December 31, 2025, and then by $75,000 through the expiration of the facility. Finally, the definition of Consolidated EBITDA was changed to exclude non-recurring non-cash charges as well as cash charges that do not exceed various sums in various categories over the balance of the term.

On May 27, 2025, the Company and the lenders entered into Amendment Number Eleven to the Third Amended Loan and Security Agreement, under which events of default arising from the failure of Borrowers to be in compliance with both the Total Leverage Ratio and the Fixed Charge Coverage Ratio as of March 31, 2025, were waived. In addition, the Total Revolver Commitment was reduced from $275,000 to the following: $245,000, effective from the Closing Date through November 29, 2025; $225,000 effective from November 30, 2025, through December 30, 2025; and $200,000 from December 31, 2025, through the expiration of the agreement. In addition, the due date for audited fiscal year-end financial statements was extended to one hundred fifty-seven (157) days (after the end of the fiscal year) for 2025 only, and the due date for first quarter financial statements was extended to sixty-seven (67) days after March 31, 2025. In addition, the Maximum Total Leverage Ratio covenant was suspended for the quarters ending on June 30, 2025, September 30, 2025, and December 31, 2025, and set at 4.00 to 1.00 for the quarter ending March 31, 2026, and thereafter. Further, the Fixed Charge Coverage Ratio covenant was

suspended for the quarter ending June 30, 2025, then set at 1.00 to 1.00 for the quarter ending September 30, 2025, then set at 1.25 to 1:00 for the quarter ending December 31, 2025, and thereafter.

In addition, under the terms of the Eleventh Amendment, two new covenants were added. First, commencing June 30, 2025, Borrowers must maintain Liquidity measured on a monthly basis of not less than: $30,000 for the month ending June 30, 2025; $35,000 for the month ending July 31, 2025; $4,042 for the month ending August 31, 2025; $25,000 for the month ending September 30, 2025; $3,000 for the month ending October 31, 2025; $9,292 for the month ending November 30, 2025; and $20,000 for the month ending December 31, 2025, it being understood that Liquidity will include the sum of Borrowers’ cash, plus 50% of cash held in accounts outside of the U.S. plus the amount by which the revolver commitments exceed the revolver balance (net of letters of credit). Second, Borrowers must attain minimum, year-to-date Consolidated EBITDA (reflecting the exclusion of non-recurring non-cash charges and certain other charges as per the Eighth Amendment) as measured quarterly in the following amounts: $4,500 as of June 30, 2025; $9,500 as of September 30, 2025; and $35,000 as of December 31, 2025. With these changes, with respect to Revolver Loans, the Applicable Margins for SOFR are set at 3.75% from the Closing through September 30, 2025, and then rises to 4.75% as of October 1, 2025, and thereafter, while the Adjusted Base Rate increases to 2.75% and 3.75% during those respective periods.

At December 31, 2024, by virtue of Amendment Number Eight to the Third Amended Loan and Security Agreement, the Company is deemed to be in compliance with its financial covenants. According to the terms of the Credit Agreement and based on our performance against the most restrictive covenant, the Company had the capacity to increase its borrowings by up to $28,623, as compared to $115,002 as of December 31, 2023. Furthermore, at December 31, 2024, the Company’s leverage, as defined in the credit facility agreement was 3.57. Under the terms of the latest amendment to the credit facility agreement, currently, the Company may not repurchase shares, pay cash dividends to shareholders or make Permitted Acquisitions without Lenders’ consent.

The Company believes that the combination of its cash flows from future operations, current cash on hand and the availability under the Company’s credit facility will be sufficient to meet its working capital and capital expenditure requirements and will provide the Company with adequate liquidity to meet its anticipated operating needs for at least the next 12 months from the issuance of these consolidated financial statements. Although operating activities are expected to provide cash, to the extent of growth in the future, its operating and investing activities will use cash and, consequently, this growth may require the Company to access some or all of the availability under the credit facility. It is also possible that additional sources of finance may be necessary to support additional growth.

Recently Issued Accounting Guidance

Please refer to Note 1 of the Notes to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for recently issued and adopted accounting standards.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Resolution of such uncertainties in a manner inconsistent with our estimates could have a material effect on our financial condition and operating results.

The Company’s critical accounting estimates include:

Current Expected Credit Losses —The Company maintains an allowance to cover its Current Expected Credit Losses ("CECL") on its trade receivables, other receivables and contract assets arising from the failure of customers to make contractual payments. The Company estimates credit losses expected over the life of its trade receivables, other receivables and contract assets based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts. In most instances, the Company’s policy is to write-off trade receivables when they are deemed uncollectible. The vast majority of the Company's trade receivables, other receivables and contract assets are due in less than 365 days. Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on multiple portfolios. The determination of portfolios is based primarily on geographical location, type of customer and receivables aging.

Inventories — The Company values its inventories at lower of cost or net realizable value. Cost is determined by the first-in, first-out (“FIFO”) or average cost method, including, as appropriate, raw materials, labor, factory overhead and subcontracting services. The Company writes down its inventory to the net realizable value following assessments of slow-moving and obsolete inventory and other annual adjustments to ensure that our standard costs continue to closely reflect actual manufacturing cost. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company recorded inventory adjustments of $213,~~417~~802 and $221,~~700~~417, respectively.

Intangible Assets Other Than Goodwill—The primary identifiable intangible assets of the Company relate to assets associated with its product and business acquisitions. All of the Company’s intangible assets have finite lives and are amortized. The estimated useful life of an identifiable intangible asset is based upon a number of factors including the effects of demand, competition, and expected changes in the marketability of the Company’s products. During the year ended December 31, ~~2024~~2025, the Company recorded intangible asset impairment charges in the amount of $1,802, as compared to $9,345 in 2024. ~~There~~The ~~were~~Company noevaluated ~~such~~and ~~charges~~determined its intangible assets corresponding to the Company’s operations in ~~2023~~countries for which the Company has recorded a full deferred tax asset valuation allowance was not material.

Business Combinations—The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill or an adjustment to the gain from a bargain purchase. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and re-evaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s consolidated statement of operations.

The Company reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis until the contingent period ends, and the updated fair value could be materially different from the initial estimates or prior quarterly amounts. Changes in the estimated fair value of our contingent earn-out liabilities are reported in operating results.

Asset Acquisitions—If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition rather than a business combination. An asset acquisition does not result in the recognition of goodwill and transaction costs are capitalized as part of the cost of the asset or group of assets acquired. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. In most cases, the Company engages third party valuation specialists to assist the Company in its assessment. The acquisitions costs are allocated to the assets acquired on a relative fair value basis. From time to time, certain of our acquisition agreements include contingent earn-out arrangements, which are recognized only when the contingency is resolved, and the consideration is paid or becomes payable.

28Goodwill—The Company reviews goodwill for impairment triggers utilizing either a qualitative or quantitative assessment. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company performs a quantitative assessment, the Company compares the fair value of a reporting unit with its carrying value and recognizes an impairment charge for the amount that the carrying amount exceeds the reporting unit’s fair value. The Company annually tests goodwill for impairment at the beginning of the fourth quarter, or earlier if triggering events occur. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding revenue growth rates, gross margins, expenses, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, and synergies available to market participants. As of October 1, 2025, the Company conducted its most recent annual impairment test by quantitatively testing goodwill assigned to its international reporting units. Based on the results of the quantitative test, the carrying value of the international reporting unit exceeded its respective fair value by $23,816. As a result, the Company concluded that goodwill related to its international reporting unit in the amount of $21,040 was fully impaired and recorded a corresponding impairment charge during the year ended December 31, 2025.

~~earn~~ Impairment—The carrying values of long-~~out~~lived ~~arrangements,~~assets ~~which~~other than goodwill are ~~recognized~~reviewed ~~only~~for ~~when~~impairment annually and/or whenever events or changes in circumstances indicate that the ~~contingency~~carrying value of such assets may not be recoverable. The Company evaluates recoverability of an asset group by comparing the carrying value to the future undiscounted cash flows that it expects to generate from the asset group. If the comparison indicates that the carrying value of an asset group is ~~resolved~~not recoverable, ~~and~~measurement of the ~~consideration~~impairment loss is ~~paid~~based oron ~~becomes~~the ~~payable~~fair value of the asset. In 2025, the Company made the decision that it will stop manufacturing PCNB. During 2026 and 2027, the Company plans to sell its remaining global inventory but will not produce anymore PCNB. Accordingly, the Company reviewed its fixed assets associated with the manufacturing equipment supporting the PCNB product line and decided to write off the net book value of clearly identifiable assets. In 2024, the Company determined that the carrying value related to some of its packaging equipment was impaired, primarily associated with its investments in the SIMPAS technology platform. As a result, the Company recorded impairment charges of $4,354 for the year ended December 31, 2025 and $23,365 for the year ended December 31, 2024.

Goodwill—The Company reviews goodwill for impairment triggers utilizing either a qualitative or quantitative assessment. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company performs a quantitative assessment, the Company compares the fair value of a reporting unit with its carrying value and recognizes an impairment charge for the amount that the carrying amount exceeds the reporting unit’s fair value. The Company annually tests goodwill for impairment at the beginning of the fourth quarter, or earlier if triggering events occur. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding revenue growth rates, gross margins, expenses, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, and synergies available to market participants. As of October 1, 2024, the Company conducted its most recent annual impairment test by quantitatively testing goodwill assigned to its domestic and international reporting units. Based on the results of the quantitative test, the Company concluded that goodwill related to its domestic reporting unit in the amount of $9,131 was fully impaired. The carrying value of the international reporting unit exceeded its respective fair value by $17,918. As a result, the Company recorded impairment charges to its goodwill balance in the amount of $27,049 during the year ended December 31, 2024. The remaining carrying value of the international reporting unit is mainly sensitive to discount rates, the projected net sales growth rates, gross margin improvements, and terminal growth rates. After recording the goodwill impairment, the carrying value of the international reporting unit equaled its fair value. Therefore, any negative deviations from the Company’s projections and changes in assumptions used in its quantitative impairment test may result in further impairments of the international reporting unit's remaining goodwill balance which amounted to $19,701 at December 31, 2024.25

~~Impairment~~Income taxes—~~The~~Income ~~carrying~~tax ~~values~~expense, ofdeferred ~~long-lived~~tax assets ~~other~~and ~~than~~liabilities, ~~goodwill~~and ~~are~~liabilities ~~reviewed~~ for ~~impairment~~unrecognized ~~annually~~tax ~~and/or~~benefits ~~whenever~~reflect ~~events or changes in circumstances indicate that~~ the ~~carrying~~Company’s ~~value~~best estimate of ~~such~~current ~~assets~~and ~~may~~future ~~not~~taxes to be ~~recoverable~~paid. The Company ~~evaluates~~is ~~recoverability~~subject ofto anincome ~~asset~~taxes ~~group~~in ~~by comparing~~ the ~~carrying~~U.S. ~~value~~and toseveral ~~the~~foreign ~~future~~jurisdictions. ~~undiscounted~~The ~~cash~~Company ~~flows~~assessed ~~that~~the itability ~~expects~~ to ~~generate~~realize ~~from~~deferred ~~the~~tax ~~asset~~assets ~~group.~~and Ifdetermined ~~the~~that ~~comparison~~based ~~indicates~~on ~~that~~ the ~~carrying~~available ~~value~~evidence, ofincluding ana ~~asset~~history ~~group~~of istaxable ~~not~~income ~~recoverable,~~and ~~measurement~~estimates of ~~the~~future ~~impairment~~taxable ~~loss~~income, it is ~~based~~more onlikely ~~the~~than ~~fair~~not ~~value of the asset. In 2024, the Company determined~~ that the ~~carrying~~net ~~value~~deferred ~~related~~tax ~~to some of its equipment and intangible~~ assets ~~was~~relating ~~impaired.~~to ~~These included~~ the ~~following: The~~ Company’s ~~invested~~operations in ~~developing~~ the ~~SIMPAS~~United ~~technology~~States, ~~platform~~Brazil, ~~over~~Spain, ~~more~~Dominican ~~than~~Republic, aHonduras, ~~10-year~~Nicaragua, ~~period.~~Hong AsKong, ~~part~~and ofUkraine ~~the~~will ~~strategic~~not ~~review~~be ofrealized ~~capital allocation~~ and ~~operating~~a ~~leverage~~full ~~considerations~~valuation ~~that~~allowance ~~was~~has ~~conducted~~been ~~over~~recorded ~~the~~in ~~last~~those 12jurisdictions. ~~months~~Significant ~~and~~judgment ~~completed~~is ~~during~~required ~~the~~in ~~fourth~~determining ~~quarter of 2024,~~ the ~~Company~~provision ~~has~~for ~~found~~income ~~that,~~taxes ~~while~~and ~~the~~deferred ~~SIMPAS~~tax ~~technology~~assets ~~platform had attained full functionality~~ and ~~had~~liabilities. ~~been~~In ~~adopted~~the byevent athat ~~small~~actual ~~group~~results ofdiffer ~~growers~~from ~~who~~these ~~use the Company’s products~~estimates, ~~its~~we ~~adoption~~will ~~slowed~~adjust tothese aestimates ~~near halt~~ in ~~2024~~future ~~and further~~periods, ~~that~~which ~~its~~may ~~primary~~result ~~market~~in ~~appeal~~a ~~was~~change ~~driven~~in ~~not by~~ the ~~technology~~effective ~~itself,~~tax ~~but,~~rate ~~rather,~~in bya ~~the~~future ~~products being dispensed by the system~~period. ~~The~~Accounting ~~Company~~for ~~concluded~~income ~~that~~taxes itinvolves ~~does~~uncertainty ~~not~~and ~~have~~judgment ~~the~~on ~~wherewithal~~how to ~~achieve~~interpret ~~greater~~and ~~commercialization~~apply ~~beyond~~tax ~~incumbent~~laws ~~users.~~and ~~While~~regulations wewithin ~~continue~~the toCompany’s ~~search~~annual ~~for~~tax afilings. ~~partner~~Such ~~that~~uncertainties isfrom ~~better~~time ~~able~~ to ~~fund~~time ~~large-scale~~may ~~commercialization,~~result ~~the~~in ~~Company~~a ~~has~~tax ~~concluded~~position that ~~continuing~~may tobe ~~invest~~challenged inand ~~this~~overturned ~~technology~~by ~~will not generate~~ a ~~sufficient~~tax ~~return~~authority ~~on investment~~ in athe ~~manner~~future, ~~that~~which ~~would~~could ~~justify~~result ~~retaining~~in ~~such~~additional ~~assets~~tax ~~at full value. Secondly~~liability, ~~the~~interest ~~Company~~charges ~~concluded~~and ~~that~~possibly ~~there was an asset impairment related to the purchase of two herbicide products~~penalties. The ~~market~~Company ~~for~~classifies ~~these~~interest ~~two products has been greatly reduced by weed resistance~~ and ~~competitive~~penalties ~~products.~~as As a ~~result,~~component ~~the Company recorded impairment charges~~ of ~~$23,365.~~income Notax ~~material impairment losses were recorded in 2023 and 2022~~expense.

Income taxes—Income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect the Company’s best estimate of current and future taxes to be paid. The Company is subject to income taxes in the U.S. and several foreign jurisdictions. The Company assessed the ability to realize deferred tax assets and determined that based on the available evidence, including a history of taxable income and estimates of future taxable income, it is more likely than not that the net deferred tax assets relating to the Company’s operations in the United States, Brazil, Spain, Dominican Republic, Honduras, Hong Kong, and Ukraine will not be realized and a full valuation allowance has been recorded in those jurisdictions. Significant judgment is required in determining the provision for income taxes and deferred tax assets and liabilities. In the event that actual results differ from these estimates, we will adjust these estimates in future periods, which may result in a change in the effective tax rate in a future period. Accounting for income taxes involves uncertainty and judgment on how to interpret and apply tax laws and regulations within the Company’s annual tax filings. Such uncertainties from time to time may result in a tax position that may be challenged and overturned by a tax authority in the future, which could result in additional tax liability, interest charges and possibly penalties. The Company classifies interest and penalties as a component of income tax expense.

Off-Balance Sheet Arrangements

As of December 31, ~~2024~~2025, we did not have any off-balance sheet arrangement.

3026

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk related to changes in interest rates, foreign exchange rates, and inflation.

Interest rate risk—The Company is primarily exposed to changes in interest rates related to its borrowing activities. The Company’s indebtedness to its primary group of lenders is evidenced by a line of credit with a variable rate of interest, which fluctuates with changes in the lender’s reference rate (SOFR). An increase or decrease in interest rates by 25 bps would impact the Company’s net loss by approximately $~~488~~487 based on the Company’s historical average borrowing in ~~2024~~2025. The Company may use derivative financial instruments to hedge its exposure to interest rate fluctuations. No such financial instruments were used by the Company in 2024.

Foreign exchange rate risk—The Company conducts business in various foreign currencies, primarily when doing business in Mexico, Central and South America, Australia, New Zealand and Europe. Therefore, changes in the value of the currencies of such countries or regions affect the Company’s financial position and cash flows when translated into U.S. Dollars. The Company has mitigated, and will continue to mitigate, a portion of its currency exchange exposure through natural hedges based on the operation of decentralized foreign operating companies in which the majority of all costs are local-currency-based. The remaining currency exchange exposure mainly pertains to intercompany trade accounts and loans granted to wholly owned international entities which have their local currency as their functional currency. A positive or negative change of 10% between the US Dollar and the respective local currencies of these entities would amount to a positive or negative change of approximately $6,~~800~~000. The Company may use derivative financial instruments for trading purposes to protect trading performance from exchange rate fluctuations on material contracts, though there are no such instruments in place during any periods presented in this Annual Report on Form 10-K.

Inflation—The Company is working diligently with its critical raw material suppliers to control inflationary pressures, conducting contract negotiations with focus on the following: reducing or delaying price increases due to higher environmental costs from suppliers mainly in China and India, managing the tariff impacts by sourcing and leveraging alternate geographies where possible, and lastly, monitoring strengths of the U.S. dollar vs other currencies in order to secure benefits and balance tariff effects. The Company recognizes there is long-term pressure on demand for raw materials in the developing world and is utilizing its expertise to minimize inflationary pressure. The Company has been able to push back on many of the proposed price increases for actives and intermediates that are shipped to our U.S. factories, to either avoid, minimize or forestall them. In response to inflation and other factors that have increased the cost of goods and services, the Company has successfully implemented price increases on its products. However, inflation has resulted in persistently high interest rates. As a result, customers in many regions implemented destocking directives in order to limit their carrying costs of inventory. This, in turn, led to an overall drop in demand in late 2022 through the end of ~~2024~~2025. There can be no assurance that inflation will not have a material adverse effect on the Company’s financial performance in future periods.

As part of an on-going process of assessing business risk, management has identified risk factors which are disclosed in Item 1A. Risk Factors of this Annual Report on Form 10-K.

3127

ITEM 8

Description		Page No
Financial Statements:
Report of Independent Registered Public Accounting Firm Deloitte & Touche LLP; Costa Mesa, California, PCAOB ID#34		3329
Report of Independent Registered Public Accounting Firm BDO USA, P.C.; Costa Mesa, California, PCAOB ID#243		36
Consolidated Balance Sheets as of December 31, 2025 and 2024		32
Consolidated Balance Sheets as of December 31, 2024 and 2023		37
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023		33
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022		38
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2025, 2024 and 2023		34
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022		39
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023		35
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022		40
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023		36
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022		41
Notes to Consolidated Financial Statements		37
Notes to Consolidated Financial Statements		42

3228

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of
American Vanguard Corporation
Newport Beach, California

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of American Vanguard Corporation and subsidiaries (the "Company") as of December 31, ~~2024~~2025 and ~~December 31~~2024, ~~2023,~~ the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity and cash flows, for each of the two years in the period ended December 31, ~~2024~~2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~December 31~~2024, ~~2023,~~ and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated ~~May~~March 2816, ~~2025~~2026, expressed an ~~adverse~~unqualified opinion on the Company's internal control over financial reporting ~~because of a material weakness~~.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accrued Program Costs — Refer to Note 1 to the financial statements

Critical Audit Matter Description

The Company offers incentives and discounts to its customers based on various programs (“programs”)~~, which are primarily volume-based incentives~~. As of December 31, ~~2024~~2025, accrued program costs were $6954.46 million. These ~~discount~~ programs represent variable consideration. Revenues from sales are recorded at the net sales price, which is the transaction price, less an estimate of variable consideration. ~~The~~Depending on the nature of the program, the Company uses either the expected value or most likely amount method for determining the estimated variable consideration~~, which includes amounts expected to be paid to customers~~. ~~Quarterly,~~The ~~the~~ Company compares individual sale transactions with programs to determine what, if any, program liabilities have been incurred and makes adjustments to accrued program costs.

33Given the nature of the data utilized to analyze certain accrued program costs, and the volume of programs data required to estimate total variable consideration, auditing the accrued program costs required extensive audit effort when performing audit procedures and evaluating the results of those procedures.

liabilities have been incurred. Once the quarterly calculation is made, the Company makes an assessment of whether customers are tracking in a manner that indicates they will meet the requirements of the agreed upon terms and conditions of the applicable programs, making adjustments to the accumulated accrual based on the liability at the balance sheet date.

Given the nature of the data utilized to analyze the program accruals, and the volume of programs data required to estimate total variable consideration, auditing the program accrual required extensive audit effort when performing audit procedures and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to accrued program costs included the following, among others:

•

We assessed the reasonableness of management’s program accrual rates used by performing a fluctuation analysis of accrual rates per selected product line at December 31, ~~2024~~2025, as compared to the prior period accrual rates.

•

We evaluated the accuracy of the accrued program costs by comparing the accrued program costs calculation inputs and adjustments to supporting documentation, including approved program offers, and ~~testing~~tested the mathematical accuracy of management’s calculation.

•

We performed inquiries of appropriate individuals outside of the finance organization to corroborate the completeness and accuracy of the inputs into the calculation.

•

We ~~performed~~evaluated ~~confirmation procedures with the Company'~~management’s ~~customers~~ability ~~regarding~~to ~~prepayment~~accurately ~~terms~~record ~~related~~accrued toprogram ~~the~~costs ~~program~~by ~~accrual~~testing ~~balance~~a ~~and~~selection ~~compared~~of ~~responses~~actual toprogram ~~management’s~~related ~~records~~payments ~~and~~made ~~program~~in ~~accrual~~2025, and wecomparing ~~inspected~~the ~~other~~payments ~~relevant~~to ~~correspondence~~management’s ~~between~~historical ~~customers~~accrued ~~and~~program ~~the Company~~costs.

WeGoodwill ~~evaluated~~– ~~management’s~~International ~~ability~~Reporting toUnit ~~accurately~~— ~~record~~Refer ~~accrued~~to ~~program~~Notes ~~costs~~1 ~~by testing actual program related payments made in 2024,~~ and ~~comparing~~9 ~~the payments~~ to ~~management’s~~the ~~historical~~financial ~~accrual.~~statements

Goodwill — International Reporting Unit — Refer to Notes 1 and 9 to the financial statements

Critical Audit Matter Description

The Company annually tests goodwill for impairment aton ~~the~~October ~~beginning of the fourth quarter~~1, or earlier if triggering events occur. If the Company performs a quantitative assessment, the Company compares the fair value of a reporting unit with its carrying value and recognizes an impairment charge for the amount the carrying value exceeds the reporting unit’s fair value. The determination of a reporting ~~units~~unit’s fair value includes the Company’s use of a discounted cash flow model and a market approach. Key assumptions in the discounted cash flow include, but are not limited to, discount rates, future net sales growth, gross margins, expenses, capital expenditures, and terminal growth rates. The market approach key assumption relates to the earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples. Based on the results of the quantitative test, the Company recorded a goodwill impairment in the amount of $1721.90 million for the international reporting unit in ~~2024~~2025.

Given the significant judgments made by management to estimate the fair value of the international reporting unit, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the future net sales growth ~~and expenses~~, and the selection of EBITDA multiples and discount ~~rates~~rate required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to future net sales growth ~~and expenses~~, and the selection of EBITDA multiples ~~(“forecasts”)~~ and discount ~~rates~~rate, to estimate the fair value of the international reporting unit included the following procedures:

We evaluated the reasonableness of management’s forecasted future net sales growth and expenses by comparing forecasted future net sales growth and expenses to (1) historical results of the Company, (2) information obtained from inquiries with senior management personnel, (3) internal communications to 30

•

34We tested management’s controls over the goodwill impairment evaluation, including over the determination of the fair value of the reporting unit, such as the control related to the forecasted future net sales growth, selection of EBITDA multiples, and selection of the discount rate.

•

~~management~~We ~~and~~evaluated the ~~board~~reasonableness of ~~directors,~~management’s forecasted future net sales growth by comparing forecasted future net sales growth to (41) ~~industry~~historical ~~reports~~results of the Company, (2) information obtained from inquiries with senior management personnel, (3) internal communications to management and ~~comparable~~the ~~companies~~board of directors, and (54) ~~evidence~~industry ~~obtained~~reports inof ~~other~~the ~~areas~~Company ofand ~~the~~comparable ~~audit~~companies.

•

We evaluated management’s ability to accurately forecast future net sales growth by comparing actual results to management’s historical forecasts.

•

With the assistance of our fair value specialists, we evaluated the discount ~~rates~~rate, including testing the source information underlying the determination of the discount ~~rates~~rate, testing the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.

•

With the assistance of our fair value specialists, we evaluated the selection of EBITDA multiples from comparable companies, including testing the underlying source information and mathematical accuracy of the calculations, and evaluated the appropriateness of the Company’s selection of companies in its peer public company group.

/s/ Deloitte & Touche LLP

Costa Mesa, California

~~May~~March 2816, ~~2025~~2026

We have served as the Company's auditor since 2023.

3531

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

American Vanguard Corporation

Newport Beach, California

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows of American Vanguard Corporation (the “Company”) for the year ended December 31, 2022, and the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, P.C.

We have served as the Company's auditor from 1991 to 2022.

Costa Mesa, California

March 16, 2023

CONSOLIDATED BALANCE SHEETS

December 31, ~~2024~~2025 and ~~2023~~2024

(In thousands, except share data)

	2024			2023
	2025			2024
Assets
Current assets:
Cash	$	12,~~514~~425		$	1112,~~416~~514
Receivables:
Trade, net of allowance for credit losses of $9,190 and $7,107, respectively		169,743			182,613
Trade, net of allowance for credit losses of $11,733 and $9,190 respectively		160,511			169,743
Other		47,~~699~~278			84,~~356~~699
Total receivables, net		~~174~~167,~~442~~789			~~190~~174,~~969~~442
Inventories		~~179~~176,~~292~~034			~~219~~179,~~551~~292
Prepaid expenses		7,615			6,261
Prepaid expenses and other assets		9,668			7,615
Income taxes receivable		54,~~030~~606			35,~~824~~030
Total current assets		~~378~~370,~~893~~522			~~432~~378,~~021~~893
Property, plant and equipment, net		5853,~~169~~036			7458,~~560~~169
Operating lease right-of-use assets, net		1916,~~735~~793			2219,~~417~~735
Intangible assets, net		~~150~~138,~~497~~746			~~172~~150,~~508~~497
Goodwill		~~19,701~~—			5119,~~199~~701
Deferred income tax assets		12,~~242~~637			21,~~849~~242
Other assets		814,~~484~~803			118,~~994~~484
Total assets	$	~~636~~596,~~721~~537		$	~~767~~636,~~548~~721
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	6987,~~159~~505		$	6869,~~833~~159
Customer prepayments		5233,~~675~~094			6552,~~560~~675
Accrued program costs		6952,~~449~~227			6869,~~076~~449
Accrued expenses and other payables		3128,~~989~~261			1631,~~354~~989
Operating lease liabilities, current		65,~~136~~765			6,~~081~~136
Income taxes payable		2,~~942~~594			52,~~591~~942
Total current liabilities		~~232~~209,~~350~~446			~~230~~232,~~495~~350
Long-term debt		~~147~~174,~~332~~000			~~138~~147,~~900~~332
Operating lease liabilities, long-term		1411,~~339~~621			1714,~~113~~339
Deferred income tax liabilities		78,~~989~~150			7,~~892~~989
Other liabilities		~~1,601~~923			31,~~138~~601
Total liabilities		~~403~~404,~~611~~140			~~397~~403,~~538~~611
Commitments and contingent liabilities (Notes 5 and 10)
Stockholders’ equity:
Preferred stock, $0.10 par value per share; authorized 400,000 shares; none issued		—			—
Common stock, $0.10 par value per share; authorized 40,000,000 shares; issued 34,794,548 shares in 2024 and 34,676,787 shares in 2023		3,479			3,467
Common stock, $0.10 par value per share; authorized 40,000,000 shares; issued 34,923,562 shares in 2025 and 34,794,548 shares in 2024		3,492			3,479
Additional paid-in capital		~~114~~117,~~679~~106			~~110~~114,~~810~~679
Accumulated other comprehensive loss		(1812,~~729~~000	)		(518,~~963~~729	)
Retained earnings		~~204~~155,~~882~~000			~~332~~204,~~897~~882
		304,311			441,211
		263,598			304,311
Less treasury stock at cost, 5,915,182 shares in 2024 and 5,915,182 in 2023		(71,201	)		(71,201	)
Less treasury stock at cost, 5,915,182 shares in 2025 and 5,915,182 in 2024		(71,201	)		(71,201	)
Total stockholders’ equity		~~233~~192,~~110~~397			~~370~~233,~~010~~110
Total liabilities and stockholders’ equity	$	~~636~~596,~~721~~537		$	~~767~~636,~~548~~721

See summary of significant accounting policies and notes to consolidated financial statements.

3732

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(In thousands, except per share data)

	2024			2023			2022
	2025			2024			2023
Net sales	$	~~547~~515,~~306~~114		$	~~579~~547,~~371~~306		$	~~609~~579,~~615~~371
Cost of sales		(~~426~~367,~~989~~553	)		(~~400~~426,~~207~~989	)		(~~417~~400,~~227~~207	)
Gross profit		~~120~~147,~~317~~561			~~179~~120,~~164~~317			~~192~~179,~~388~~164
Operating expenses
Selling, general and administrative		(~~119~~110,~~634~~633	)		(~~116~~119,~~887~~634	)		(~~119~~116,~~921~~887	)
Research, product development and regulatory		(3223,~~662~~161	)		(3832,~~025~~662	)		(3138,~~816~~025	)
Transformation		(20,162	)		(957	)		—
Product liability claims		(9,730	)		—			—
Asset impairment charges		(50,414	)		—			—
Transformation		(7,187	)		(20,162	)		(957	)
Gain from sale of assets		1,000			—			—
Asset impairments		(25,395	)		(50,414	)		—
Operating (loss) income		(101,555	)		23,295			40,651
Gain from sale of assets		249			1,000			—
Change in fair value of equity investments, net		(2,356	)		(359	)		(732	)
Operating (loss) income		(28,296	)		(101,555	)		23,295
Interest and other expenses, net		(16,547	)		(12,639	)		(3,954	)
Change in fair value of equity investments, net		(437	)		(2,356	)		(359	)
(Loss) income before provision for income taxes		(120,458	)		10,297			35,965
Interest and other expenses, net		(18,470	)		(16,547	)		(12,639	)
Provision for income taxes		(5,882	)		(2,778	)		(8,561	)
(Loss) income before provision for income taxes		(47,203	)		(120,458	)		10,297
Net (loss) income	$	(126,340	)	$	7,519		$	27,404
Provision for income taxes		(2,679	)		(5,882	)		(2,778	)
Earnings per common share—basic	$	(4.50	)	$	0.27		$	0.94
Net (loss) income	$	(49,882	)	$	(126,340	)	$	7,519
Earnings per common share—assuming dilution	$	(4.50	)	$	0.26		$	0.92
(Losses) earnings per common share—basic	$	(1.75	)	$	(4.50	)	$	0.27
Weighted average shares outstanding—basic		28,059			28,128			29,234
(Losses) earnings per common share—assuming dilution	$	(1.75	)	$	(4.50	)	$	0.26
Weighted average shares outstanding—assuming dilution		28,059			28,533			29,872
Weighted average shares outstanding—basic		28,426			28,059			28,128
Weighted average shares outstanding—assuming dilution		28,426			28,059			28,533

See summary of significant accounting policies and notes to consolidated financial statements.

3833

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(In thousands)

	2024			2023			2022
	2025			2024			2023
Net (loss) income	$	(~~126~~49,~~340~~882	)	$	7(126,~~519~~340	)	$	277,~~404~~519
Other comprehensive (loss) gain
Other comprehensive gain (loss)
Foreign currency translation adjustment, net of tax effects		~~(12~~6,~~766~~729	)		6(12,~~219~~766	)		16,~~602~~219
Comprehensive (loss) income	$	(~~139~~43,~~106~~153	)	$	13(139,~~738~~106	)	$	2913,~~006~~738

See summary of significant accounting policies and notes to consolidated financial statements.

3934

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(In thousands, except share data)

										Accumulated
							Additional			Other
	Common Stock						Paid-in			Comprehensive			Retained			Treasury Stock					AVD
	Shares			Amount			Capital			loss			Earnings			Shares		Amount			Total
Balance, January 1, 2022		34,248,218		$	3,426		$	101,450		$	(13,784	)	$	304,385			3,361,040	$	(22,739	)	$	372,738
Balance, January 1, 2023		34,446,194		$	3,444		$	105,634		$	(12,182	)	$	328,745			5,029,892	$	(55,662	)	$	369,979
Stocks issued under ESPP		51,240			4			833			—			—			—		—			837
Cash dividends declared on common stock ($0.10 per share)		—			—			—			—			(3,044	)		—		—			(3,044	)
Foreign currency translation adjustment, net		—			—			—			1,602			—			—		—			1,602
Stock based compensation		—			—			5,684			—			—			—		—			5,684
Stock options exercised, grants, termination, and vesting of restricted stock units (net of shares in lieu of taxes)		146,736			14			(1,254	)		—			—			—		—			(1,240	)
Shares repurchased		—			—			(1,079	)		—			—			1,668,852		(32,923	)		(34,002	)
Net income		—			—			—			—			27,404			—		—			27,404
Balance, December 31, 2022		34,446,194			3,444			105,634			(12,182	)		328,745			5,029,892		(55,662	)		369,979
Stocks issued under ESPP		50,025			5			976			—			—			—		—			981
Cash dividends declared on common stock ($0.12 per share)		—			—			—			—			(3,367	)		—		—			(3,367	)
Foreign currency translation adjustment, net		—			—			—			6,219			—			—		—			6,219
Stock based compensation		—			—			6,138			—			—			—		—			6,138
Stock options exercised, grants, termination, and vesting of restricted stock units (net of shares in lieu of taxes)		180,568			18			(1,938	)		—			—			—		—			(1,920	)
Shares repurchased		—			—			—			—			—			885,290		(15,539	)		(15,539	)
Net income		—			—			—			—			7,519			—		—			7,519
Balance, December 31, 2023		34,676,787			3,467			110,810			(5,963	)		332,897			5,915,182		(71,201	)		370,010
Stocks issued under ESPP		92,767			10			891			—			—			—		—			901
Cash dividends declared on common stock ($0.06		—			—			—			—			(1,675	)		—		—			(1,675	)
Foreign currency translation adjustment, net		—			—			—			(12,766	)		—			—		—			(12,766	)
Stock based compensation		—			—			4,412			—			—			—		—			4,412
Stock options exercised, grants, termination, and vesting of restricted stock units (net of shares in lieu of taxes)		24,994			2			(1,434	)		—			—			—		—			(1,432	)
Net loss		—			—			—			—			(126,340	)		—		—			(126,340	)
Balance, December 31, 2024		34,794,548		$	3,479		$	114,679		$	(18,729	)	$	204,882			5,915,182	$	(71,201	)	$	233,110
Stocks issued under ESPP		148,197			15			614														629
Foreign currency translation adjustment, net											6,729											6,729
Stock based compensation								2,016														2,016
Stock options exercised, grants, termination, and vesting of restricted stock units (net of shares in lieu of taxes)		(19,183	)		(2	)		(203	)													(205	)
Net loss														(49,882	)							(49,882	)
Balance, December 31, 2025		34,923,562		$	3,492		$	117,106		$	(12,000	)	$	155,000			5,915,182	$	(71,201	)	$	192,397

See summary of significant accounting policies and notes to consolidated financial statements.

4035

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(In thousands)

	2024			2023			2022
	2025			2024			2023
Cash flows from operating activities:
Net (loss) income	$	(~~126~~49,~~340~~882	)	$	7(126,~~519~~340	)	$	277,~~404~~519
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization of property, plant and equipment and intangible assets		2218,~~322~~742			2122,~~780~~322			2221,~~138~~780
Amortization of other long-term assets		~~226~~21			~~1,754~~226			31,~~573~~754
Amortization and accretion of deferred loan fees and discounted liabilities		536			254			289
Amortization of deferred loan fees		1,906			536			254
(Gain) loss on disposal of property, plant and equipment		(1,000	)		—			268
Gain on disposal of property, plant and equipment		(75	)		(1,000	)		—
Impairment of assets		5025,~~414~~395			—50,414			—
Provision for estimated credit losses		2,~~319~~360			12,~~935~~319			1,~~171~~935
Fair value adjustment of contingent consideration		—			—			610
Stock-based compensation		2,016			4,412			6,138
Stock-based compensation		4,412			6,138			5,684
Deferred income taxes		(1,351	)		1,452			(9,710	)
Deferred income taxes		1,452			(9,710	)		(5,278	)
Changes in liabilities for uncertain tax positions or unrecognized tax benefits		(201	)		(1,547	)		(508	)
Changes in liabilities for uncertain tax positions or unrecognized tax benefits		(1,547	)		(508	)		(1,441	)
Change in equity investment fair value		437			2,356			359
Change in equity investment fair value		2,356			359			732
Lease obligations and non-cash lease expense, net		(147	)		(37	)		256
Leases		(37	)		256			68
Unrealized foreign currency transaction (gains) losses		(193	)		804			(581	)
Unrealized foreign currency transaction gains		804			(581	)		(29	)
Changes in assets and liabilities associated with operations, net of business combinations:
Decrease (increase) in receivables		7,~~481~~697			~~(20~~7,~~278~~481	)		(620,~~447~~278	)
Decrease (increase) in inventories		356,~~178~~287			~~(27~~35,~~315~~178	)		(2927,~~220~~315	)
(Increase) decrease in income tax receivable		(3,775	)		3,568			(4,910	)
Decrease (increase) in income tax receivable/payable		(9	)		(3,775	)		3,568
(Increase) decrease in prepaid expenses and other assets		(~~687~~8,638	)		~~1,269~~(687	)		(31,~~082~~269	)
(Decrease) increase in accounts payable		3,714			(2,287	)		1,704
Increase (decrease) in accounts payable		15,434			3,714			(2,287	)
Increase (decrease) in customer prepayments		(12,882	)		(45,079	)		47,551
Decrease in customer prepayments		(19,582	)		(12,882	)		(45,079	)
Increase (decrease) in accrued program costs		1,775			7,244			(2,449	)
(Decrease) increase in accrued program costs		(17,384	)		1,775			7,244
Increase (decrease) in accrued expenses and other payables		17,202			(5,066	)		90
(Decrease) increase in accrued expenses and other payables		(4,024	)		17,202			(5,066	)
Decrease in contingent consideration		—			—			(1,321	)
Net cash (used in) provided by operating activities		(21,191	)		3,923			(58,748	)
Net cash provided by (used in) operating activities		3,923			(58,748	)		57,105
Cash flows from investing activities:
Capital expenditures		(73,~~279~~919	)		(117,~~878~~279	)		(1311,~~261~~878	)
Proceeds from disposal of property, plant and equipment		~~1,065~~477			~~242~~1,065			84242
Acquisitions of business and product line, net of cash acquired		—			~~(5,195~~—	)		—(5,195	)
Intangible assets		(~~409~~165	)		(~~186~~409	)		(~~1,293~~186	)
Net cash used in investing activities		(63,~~623~~607	)		(176,~~017~~623	)		(1417,~~470~~017	)
Cash flows from financing activities:
Payments under line of credit agreement		(~~294~~223,~~356~~465	)		(~~172~~294,~~500~~356	)		(~~254~~172,~~000~~500	)
Borrowings under line of credit agreement		~~302~~250,~~787~~134			~~259~~302,~~100~~787			~~253~~259,~~000~~100
(Increase) in deferred loan fees		(850	)		—			—
Payment of deferred loan fees		(3,389	)		(850	)		—
Payment of contingent consideration		—			—			(68	)
Net receipt from the issuance of common stock under ESPP		629			901			981
Net receipt from the issuance of common stock under ESPP		901			981			837
Net (payment) receipt from the exercise of stock options		(205	)		—			46
Net receipt from the exercise of stock options		—			46			827
Payment from common stock purchased for tax withholding		—			(1,432	)		(1,967	)
Payment from common stock purchased for tax withholding		(1,432	)		(1,967	)		(2,067	)
Repurchase of common stock		—			—			(15,539	)
Repurchase of common stock		—			(15,539	)		(34,002	)
Payment of cash dividends		—			(2,510	)		(3,384	)
Payment of cash dividends		(2,510	)		(3,384	)		(2,787	)
Net cash provided by financing activities		23,704			4,540			66,737
Net cash provided by (used in) financing activities		4,540			66,737			(38,260	)
Net increase (decrease) in cash		(1,094	)		1,840			(9,028	)
Net increase (decrease) in cash		1,840			(9,028	)		4,375
Effect of exchange rate changes on cash		1,005			(742	)		116
Effect of exchange rate changes on cash		(742	)		116			(332	)
Cash at beginning of year		12,514			11,416			20,328
Cash at beginning of year		11,416			20,328			16,285
Cash at end of year	$	12,425		$	12,514		$	11,416
Cash at end of year	$	12,514		$	11,416		$	20,328

See summary of significant accounting policies and notes to the consolidated financial statements.

4136

AMERICAN VANGUARD CORPORATION

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(Dollars in thousands, except per share data)

(1)

Description of Business and Summary of Significant Accounting Policies

American Vanguard Corporation (the “Company” or “AVD”) is primarily a specialty solutions manufacturer that develops and markets safe synthetic, biological and biorational products for agricultural, commercial and consumer uses. The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s Chief Executive Officer is the Chief Operating Decision Maker (CODM), and the Company operates within a single operating and reportable segment. The Company’s CODM makes strategic decisions based on the Company’s consolidated financial statements, and market opportunities and synergies across the entire organization. Therefore, the Company’s CODM allocates resources and assesses financial performance on a consolidated basis.

All U.S. Dollar amounts reflected in the notes to the consolidated financial statements are presented in thousands, except per share data.

Transformation – Transformation expenses on the consolidated ~~statement~~statements of operations include costs related to the Company’s digital and structural transformation ~~projects~~project. The digital transformation effort is intended to ensure that business process owners have access to current and complete data that has been generated through standardized systems and processes. The structural transformation effort is intended to improve operating leverage by applying business analytics to current operations, structures, ~~new~~products ~~product~~and ~~development~~services and ~~services~~identifying process improvements, ~~and~~as iswell ~~focused~~as onpricing ~~identifying~~and ~~process~~go-to-market ~~improvements~~strategies. Transformation expenses primarily include costs for consulting services, severance costs, ~~retention~~relating ~~payments~~to ~~and~~the ~~other~~Company’s former CEO, and costs incurred in connection with the staffing and execution of the Company’s ~~various~~ transformation initiatives. In addition, the Company has incurred costs associated with write-offs and write downs of certain assets.

Cost of Sales— Cost of sales primarily includes inventory procurement, production, warehousing, handling, and outbound freight. These costs include direct labor, materials, and manufacturing overhead. Depreciation and amortization expense included in cost of sales amounted to $5,~~157~~255, $65,~~599~~157, and $86,~~906~~599 for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

Advertising Expense—The Company expenses advertising costs in the period incurred. Advertising expenses are recognized as selling expenses in the consolidated statements of operations and were $42,~~111~~698, $54,~~736~~111 and $5,~~836~~736 in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Research and Development Expense—Research and development expenses, which are included in research, product development and regulatory, in the consolidated statements of operations were $108,~~933~~889, $1210,~~347~~933 and $1012,~~829~~347 for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Cash—The Company maintains cash balances that exceed federally insured limits with a number of financial institutions. Cash includes legally restricted deposits held as compensating balances against the credit limit of one of the Company's credit cards. Restricted cash amounted to $500 and $0 at December 31, 2025 and 2024, respectively.

Inventories—Inventory is stated at the lower of cost or net realizable value. Cost is determined by the average cost method, and includes material, labor, factory overhead and subcontracting services.

The components of inventories, consist of the following:

	2024		2023
	2025		2024
Finished products	$	~~154~~148,~~628~~961	$	~~198~~154,~~935~~628
Raw materials		2427,~~664~~073		2024,~~616~~664
Total inventories	$	~~179~~176,~~292~~034	$	~~219~~179,~~551~~292

4237

Finished products consist of products that are sold to customers in their current form as well as intermediate products that require further formulation to be saleable to customers.

Leases— The Company has operating leases for warehouses, manufacturing facilities, offices, cars, railcars and certain equipment for which operating lease right-of-use (“ROU”) assets and corresponding lease liabilities are recorded. The Company measures ROU assets throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus any prepaid lease payments, less the unamortized balance of lease incentives received. The lease liabilities are measured at the present value of the unpaid lease payments at the lease commencement date. Leases that include both lease and non-lease components are accounted for as a single lease component for each asset class, except for real estate leases.

The minimum payments under operating leases are recognized on a straight-line basis over the lease term in the consolidated statements of operations. Operating lease expenses related to variable lease payments are recognized in cost of sales or as operating expenses in a manner consistent with the nature of the underlying lease and as the events, activities, or circumstances in the lease agreement occur. Leases with a term of less than 12 months are not recognized on the consolidated balance sheets, and the related lease expenses are recognized in the consolidated statements of operations on a straight-line basis over the lease term. The related expense was immaterial during the years ended December 31, 2025, 2024, and 2023.

Accounting for leases requires the Company to exercise judgment and make estimates in determining the applicable discount rate, lease term and payments due under a lease. Most of our leases do not provide an implicit interest rate, nor is it available to us from our lessors. As an alternative, the Company uses our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, including publicly available data, in determining the present value of lease payments. The Company also estimated the fair value of the lease and non-lease components for some of our warehouse leases based on market data and cost data.

The lease term includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not terminate) that the Company is reasonably certain to exercise. The Company has leases with a lease term ranging from 1 year to 20 years.

The operating leases of the Company do not contain major restrictions or covenants such as those relating to dividends or additional financial obligations. Finance leases are immaterial to the consolidated financial statements. There were no lease transactions with related parties during ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

The operating lease expense for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 was $7,~~687~~433, $7,~~579~~687and ~~and~~ $67,~~531~~579, respectively. Lease expenses related to variable lease payments and short-term leases were immaterial. Additional information related to operating leases are as follows:

Year EndedDecember 31, 2024

Year EndedDecember 31, 2023

Year EndedDecember 31, 2022

Year EndedDecember 31, 2025

Year EndedDecember 31, 2024

Year EndedDecember 31, 2023

Cash paid for amounts included in the measurement of lease liabilities

7,~~718~~577

7,~~333~~718

67,~~450~~333

ROU assets obtained in exchange for new lease liabilities

43,~~628~~505

4,~~466~~628

4,~~468~~466

The weighted-average remaining lease term and discount rate related to the operating leases as of December 31, ~~2024~~2025 and ~~2023~~2024 were as follows:

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Weighted-average remaining lease term (in years)		43.4993			54.0449
Weighted-average discount rate		45.8816	%		4.6088	%

4338

Future minimum lease payments under non-cancellable operating leases as of December 31, ~~2024~~2025 were as follows:

2025	$	6,868
2026	$	6,382
2026		5,221
2027		4,549
2027		3,609
2028		3,118
2028		2,384
2029		2,223
2029		1,804
2030		1,459
Thereafter		21,~~873~~437
Total lease payments	$	2219,~~759~~168
Less: imputed interest		(21,~~284~~782	)
Total	$	2017,~~475~~386
Amounts recognized in the consolidated balance sheets:
Operating lease liabilities, current	$	65,~~136~~765
Operating lease liabilities, long term	$	1411,~~339~~621

Revenue Recognition— The Company recognizes revenue when control of the ordered goods or services are transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Amounts billed for shipping and handling activities after the transfer of control to the customer are considered fulfillment activities and are recognized as revenue. The costs are accrued when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company sells its products mainly to distributors and retailers. In addition, the Company also sells its products direct to end users internationally. The products include insecticides, herbicides, soil fumigants, fungicides and biologicals. In addition, the Company recognizes royalty income related to licensing arrangements which qualify as functional licenses rather than symbolic licenses. ~~Upon~~These ~~signing~~license aagreements ~~new licensing agreement, the Company~~ typically ~~receives~~include non-refundable up-front fees, ~~which~~and minimum guaranteed royalty payments. These fees are ~~generally~~allocated ~~characterized~~to the performance obligations and recognized as ~~non-refundable~~revenue ~~royalties~~as the performance obligations are met. These ~~fees~~performance obligations are typically met at a point in time. Sales-based royalties are not recognized as revenue ~~upon~~until the ~~execution~~underlying ofsales ~~the~~have ~~license agreements~~occurred. Selective enterprise information of sales disaggregated by category and geographic region is as follows:

2024

2023

2022

2025

2024

2023

Net sales:

U.S. crop

~~228~~221,~~327~~391

~~269~~228,~~229~~327

~~288~~269,~~624~~229

U.S. non-crop

8290,~~400~~290

7582,~~287~~400

7675,~~709~~287

Total U.S.

~~310~~311,~~727~~681

~~344~~310,~~516~~727

~~365~~344,~~333~~516

International

~~236~~203,~~579~~433

~~234~~236,~~855~~579

~~244~~234,~~282~~855

Total net sales

~~547~~515,~~306~~114

~~579~~547,~~371~~306

~~609~~579,~~615~~371

~~Accrued~~Beginning ~~Program~~January ~~Costs—~~1, ~~The~~2025, ~~Company offers various discounts to customers based on~~ the ~~volume~~Company ~~purchased~~implemented ~~within~~ a ~~defined~~new ~~period,~~organization ~~other pricing adjustments~~structure, ~~some~~as ~~grower~~part ~~volume~~of ~~incentives~~its orbusiness ~~other~~transformation ~~key performance indicator driven payments made to distributors~~actions, ~~retailers~~and orbegan ~~growers,~~servicing ~~usually~~Canadian atcustomers ~~the end of a growing season. The Company describes these payments~~ as ~~“Programs.” Programs are a critical~~ part of ~~doing~~its ~~business in both the~~ U.S. ~~crop~~Crop ~~and non-crop chemicals marketplaces~~business. ~~These~~The ~~discount~~associated ~~Programs represent variable consideration. Revenues from~~ sales are ~~recorded~~now atreported ~~the~~as ~~net sales price, which is the transaction price, less an estimate of variable consideration~~U. ~~Variable consideration includes amounts expected to be paid to its customers using the expected value method~~S. ~~Each~~Crop ~~quarter~~net ~~the Company compares individual sale transactions with Programs to determine what, if any, Program liabilities have been incurred~~sales. ~~Once~~Canadian ~~this~~sales ~~initial~~were ~~calculation~~reported iswithin ~~made~~international ~~for~~net ~~the specific quarter,~~ sales and ~~marketing~~amounted ~~management~~to $6,300 ~~along with executive~~ and ~~financial management~~$12,268 ~~review~~for the ~~accumulated~~years ~~Program~~ended ~~balance~~December ~~and~~31, ~~for~~2024 ~~volume driven payments, make assessments of whether or not customers are tracking in a manner that indicates that they will meet the requirements set out in agreed upon terms~~ and ~~conditions attached to each Program. Following this assessment~~2023, ~~the Company adjusts the accumulated accrual to properly reflect the liability at the balance sheet date~~respectively. ~~Programs are paid out predominantly on an annual basis, usually in the final quarter of the financial year or the first quarter of the following year.~~

44Contract Assets— Contract assets relate to royalties earned on certain functional licenses granted for the use of the Company’s intellectual property. At December 31, 2025, the contract assets amounted to $8,250 and are included in other assets on the consolidated balance sheets. The Company did not have any contract assets as of December 31, 2024.

Customer Prepayments—From time to time, the Company receives prepayments from customers which are recorded as customer prepayments on the Company’s consolidated balance sheets. The Company does not recognize revenue on any such payments until the customer places binding purchase orders, the goods are shipped, and control is transferred to the customer. Revenue recognized for the years ended December 31, 2024, 2023, and 2022 that were included in the customer prepayments balance at the beginning of 2024, 2023, and 2022 was $64,947, $88,097, and $63,064, respectively. The Company made refunds in the amount of $613 and $22,500 to customers for the year ended December 31, 2024 and 2023, respectively.39

~~Current~~Accrued ~~Expected~~Program ~~Credit Losses~~Costs— The Company ~~maintains~~offers anvarious ~~allowance~~discounts to ~~cover~~customers ~~its~~based ~~Current~~on ~~Expected~~purchases ~~Credit~~within ~~Losses~~a ~~("CECL")~~defined onperiod, ~~its~~other ~~trade~~pricing ~~receivables~~adjustments, some grower volume incentives or other ~~receivables~~key ~~and~~performance ~~contract~~indicator ~~assets~~driven ~~arising~~incentives ~~from~~to ~~the~~distributors, ~~possible~~retailers ~~failure~~or ofgrowers, ~~customers~~usually toat ~~make~~the ~~contractual~~end ~~payments~~of a growing season. The Company ~~estimates~~describes ~~credit~~these ~~losses~~payments ~~expected~~made ~~over~~to ~~the~~customers ~~life~~as a result of ~~its~~these ~~trade~~incentives ~~receivables,~~and ~~other~~discounts ~~receivables~~as ~~and~~“Programs.” ~~contract~~Programs ~~assets~~are ~~based~~a oncritical ~~historical~~part ~~information~~of ~~combined~~doing ~~with~~business ~~current~~in ~~conditions~~both ~~that~~the ~~may~~U.S. ~~affect~~crop aand ~~customer’s~~non-crop ~~ability~~chemicals tomarketplaces. ~~pay~~These ~~and~~discount ~~reasonable~~Programs ~~and~~represent ~~supportable~~variable ~~forecasts~~consideration. InRevenues ~~most~~from ~~instances,~~sales are recorded at the ~~Company’s~~net ~~policy~~sales price, which is tothe ~~write~~transaction ~~off~~price, ~~trade~~less ~~receivables~~an ~~when~~estimate ~~they~~of ~~are~~variable ~~deemed~~consideration ~~uncollectible~~which ~~regarding~~the ~~likely~~Company ~~future~~expects ~~payments~~to pay to its customers. ~~The~~Depending ~~vast~~on ~~majority~~the nature of the ~~Company's~~program, ~~trade~~the ~~receivables,~~Company ~~other~~uses ~~receivables~~either ~~and~~the ~~contract~~expected ~~assets~~value ~~are~~or ~~less~~most ~~than~~likely ~~365~~amount ~~days.~~method ~~Under~~for determining the ~~CECL~~estimated ~~impairment~~variable ~~model,~~consideration. Each quarter the Company ~~develops~~compares ~~and~~individual ~~documents~~sale ~~its~~transactions ~~allowance~~with ~~for~~Programs ~~credit~~to ~~losses~~determine onwhat, ~~its~~if ~~trade~~any, ~~receivables~~Program ~~based~~liabilities onhave ~~multiple~~been ~~portfolios~~incurred. ~~The~~Once ~~determination~~this ofinitial ~~portfolios~~calculation is ~~based~~made ~~primarily~~for onthe ~~geographical~~specific ~~location~~quarter, ~~type~~sales and marketing management, along with executive and financial management, review the accumulated Program balance and, for volume driven payments, make assessments of ~~customer~~whether or not customers are tracking in a manner that indicates that they will meet the requirements set out in agreed upon terms and ~~accounts~~conditions ~~receivables~~attached ~~aging~~to each Program. AFollowing ~~roll-forward~~this ofassessment, the ~~allowances~~Company ~~for~~adjusts ~~current~~the ~~expected~~accumulated ~~credit~~accrual ~~losses~~to isproperly ~~presented~~reflect the liability at the balance sheet date. Programs are paid out predominantly on an annual basis, usually in ~~supplemental~~the ~~information~~final quarter of the financial year or the first quarter of the following year.

Customer Prepayments—From time to time, the Company receives prepayments from customers which are recorded as customer prepayments on the Company’s consolidated balance sheets. The Company does not recognize revenue on any such payments until the customer places binding purchase orders, the goods are shipped, and control is transferred to the customer. Revenue recognized for the years ended December 31, 2025, 2024, and 2023 that were included in the customer prepayments balance at the beginning of 2025, 2024, and 2023 was $52,675, $64,947, and $88,097, respectively. The Company made refunds in the amount of $0 and $613 to customers for the year ended December 31, 2025 and 2024, respectively.

Current Expected Credit Losses— The Company maintains an allowance to cover its Current Expected Credit Losses ("CECL") on its trade receivables, other receivables and contract assets arising from the possible failure of customers to make contractual payments. The Company estimates credit losses expected over the life of its trade receivables, other receivables and contract assets based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts. In most instances, the Company’s policy is to write off trade receivables when they are deemed uncollectible regarding likely future payments. The vast majority of the Company's trade receivables, other receivables and contract assets are due in less than 365 days. Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on multiple portfolios. The determination of portfolios is based primarily on geographical location, type of customer and accounts receivables aging. A roll-forward of the allowances for current expected credit losses is presented in supplemental information.

Deferred Loan Fees— These fees in connection with the Company’s senior credit facility are capitalized and amortized on a straight-line basis over the life of the borrowing and included in interest expense, net.

Property, Plant and Equipment and Depreciation— Property, plant and equipment includes the cost of land, buildings, machinery and equipment, office furniture and fixtures, automobiles, construction projects and improvements to existing plant and equipment. Interest costs related to construction projects are capitalized at the Company’s current weighted average effective interest rate. Expenditures for minor repairs and maintenance are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the gain or loss realized on disposition is reflected in operations. All plant and equipment are depreciated using the straight-line method, utilizing the estimated useful lives.

Business Combinations— The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill or an adjustment to the gain from a bargain purchase. In addition, when appropriate uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and re-evaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill or an adjustment to the gain from a bargain purchase, provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statement of operations.

From time to time, certain of our acquisition agreements include contingent earn-out arrangements, which are generally based on the achievement of future income thresholds. The fair values of these earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, the Company engages third-party valuation specialists to assist it in making estimates of the fair value of contingent earn-out payments, both as part of the initial purchase price and at each subsequent financial statement date until the end of the related performance period. The Company records the estimated fair value of contingent consideration as a liability on the consolidated balance sheets. The Company reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could be materially different from the initial estimates or prior quarterly amounts. Changes in the estimated fair value of the contingent earn-out liabilities are reported in operating results.

Intangible Assets— The primary identifiable intangible assets of the Company relate to assets associated with its product and business acquisitions. All the Company’s intangible assets are amortizing assets with finite lives. The estimated useful life of an identifiable intangible asset is based upon several factors including the effects of demand, competition, and expected changes in the marketability of the Company’s products.

Impairment— The carrying values of long-lived assets other than goodwill are reviewed for impairment annually and/or whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The Company evaluates recoverability of an asset group by comparing the carrying value to the future undiscounted cash flows that it expects to generate from the asset group. If the comparison indicates that the carrying value of an asset group is not recoverable, measurement of the impairment loss is based on the fair value of the asset. In 2024, the Company determined that the carrying value related to some of its equipment and intangible assets was impaired. These included the following: The Company invested in developing the SIMPAS technology platform over more than a 10-year period. As part of the strategic review of capital allocation and operating leverage considerations that was conducted over the last 12 months and completed during the fourth quarter of 2024, the Company has found that, while the SIMPAS technology platform had attained full functionality and had been adopted by a small group of growers who use the Company’s products, its adoption slowed to a near halt in 2024 and further, that its primary market appeal was driven not by the technology itself, but, rather, by the products being dispensed by the system. The Company concluded that it does not have the wherewithal to achieve greater commercialization beyond incumbent users. While we continue to search for a partner that is better able to fund large-scale commercialization, the Company has concluded that continuing to invest in this technology will not generate a sufficient return on investment in a manner that would justify retaining such assets at full value. Secondly, the Company concluded that there was an asset impairment related to the purchase of two herbicide products. The market for these two products has been greatly reduced by weed resistance and competitive products. As a result, the Company recorded impairment charges of $23,365, including an impairment of fixed assets in the amount of $14,020, and intangible assets of $9,345. No material impairment losses were recorded in 2023 and 2022.

The Company ~~annually~~recorded ~~tests goodwill for~~ impairment atcharges ~~the beginning~~ of the fourth quarter, or earlier if triggering events occur. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of a reporting unit more likely than not exceeds its carrying value, ~~no further evaluation is necessary. If the Company performs a quantitative assessment, the Company compares the fair value~~ of along-lived ~~reporting~~assets ~~unit with its carrying value and recognizes an impairment charge for the amount that the carrying value exceeds the reporting unit’s fair value. The determination~~ of a$4,354 ~~reporting units’ fair value includes the Company’s use of a discounted cash flows model~~ and ~~a market approach. Key assumptions in the discounted cash flow include~~$23,365 ~~but~~for ~~are not limited to, discount rates, future net sales growth, gross margins, expenses, capital expenditures, and terminal growth rates. The market approach key assumption relates to~~ the ~~earnings~~years ~~before~~ended ~~interest,~~December ~~taxes~~31, ~~depreciation,~~2025 and ~~amortization (EBITDA) multiples. As of October 1,~~ 2024, ~~the~~respectively. ~~Company~~No ~~conducted~~such ~~its most recent annual~~ impairment ~~test~~charge by quantitatively testing goodwill assigned to its domestic and international reporting units. Based on the results of the quantitative test, the Company concluded that goodwill related to its domestic reporting unit in the amount of $9,131 was ~~fully impaired. The carrying value of the international reporting unit exceed its respective fair value by $17,918. Based on the results of the quantitative test, the Company~~ recorded ~~goodwill impairments in the amount of $9,131 and $17,918~~ for the ~~domestic~~year ~~and~~ended ~~international~~December ~~reporting units in 2024~~31, ~~respectively. No impairment losses were recorded in~~ 2023 ~~and 2022~~.

46The Company annually tests goodwill for impairment on October 1, or earlier if triggering events occur. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company performs a quantitative assessment, the Company compares the fair value of a reporting unit with its carrying value and recognizes an impairment charge for the amount that the carrying value exceeds the reporting unit’s fair value. The determination of a reporting units’ fair value includes the Company’s use of a discounted cash flows model and a market approach. Key assumptions in the discounted cash flow include, but are not limited to, discount rates, future net sales growth, gross margins, expenses, capital expenditures, and terminal growth rates. The market approach key assumption relates to the earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples.

As of October 1, 2025, the Company conducted its most recent annual impairment test by quantitatively testing its goodwill which relates entirely to its international reporting unit. Based on the results of the quantitative test, the carrying value of the international reporting unit exceeded its respective fair value by $23,816. As a result, the Company recorded a full impairment charge of its remaining goodwill balance in the amount of $21,040 during the year ended December 31, 2025.

In 2024, the Company conducted its annual goodwill impairment test on October 1, 2024. Based on the results of the quantitative test, the Company concluded that goodwill related to its domestic reporting unit in the amount of $9,131 was fully impaired. The carrying value of the international reporting unit exceed its respective fair value by $17,918. Based on the results of the quantitative test, the Company recorded goodwill impairments in the amount of $9,131 and $17,918 for the domestic and international reporting units during the year ended December 31, 2024, respectively. No impairment loss was recorded in 2023.

Fair Value of Financial Instruments— The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard established a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities.

•

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The Company did not have any significant Level 1 investments as of December 31, ~~2024~~2025. The Company's equity investment in Clean Seed Capital Group Ltd. was a Level 1 investment as of December 31, ~~2023~~2024 (see Note 13 – Equity Investments).

The carrying amount of the Company’s financial instruments, which principally include cash, accounts receivable, accounts payable and accrued expenses, approximates fair value because of the relatively short maturity of such instruments. The carrying amount of the Company’s borrowings, approximates fair value as they bear interest at a variable rate that represents current market rates.

Foreign Currency Translation— Certain international operations use the respective local currencies as their functional currency, while other international operations use the U.S. Dollar as their functional currency. The Company considers the U.S. Dollar as its reporting currency. Translation adjustments for subsidiaries where the functional currency is its local currency are included in other comprehensive (loss) income. Foreign currency transaction gains (losses) resulting from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are reported in earnings. Assets and liabilities of the foreign operations denominated in local currencies are translated at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the weighted average rate of exchange during the period. Translations of intercompany loans of a long-term investment nature are included as a component of translation adjustment in other comprehensive income (loss).

Income Taxes—The Company utilizes the asset and liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances, the Company considers projected future taxable income and the availability of tax planning strategies. If in the future the Company determines that it will not be able to realize its recorded deferred tax assets, an increase in the valuation allowance would be recorded, decreasing earnings in the period in which such determination is made.

The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon the Company’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where there is greater than 50% likelihood that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized in the consolidated financial statements.

4742

Per Share Information—Basic earnings per share (“EPS”) is computed as net income divided by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects potential dilution to EPS that could occur if securities or other contracts, which, for the Company, consists of restricted stock grants and options to purchase shares of the Company’s common stock, are exercised as calculated using the treasury stock method.

The components of basic and diluted earnings per share were as follows:

	2024			2023			2022
	2025			2024			2023
Numerator:
Net (loss) income	$	(~~126~~49,~~340~~882	)	$	7(126,~~519~~340	)	$	277,~~404~~519
Denominator:
Weighted average shares outstanding—basic		28,~~059~~426			28,~~128~~059			2928,~~234~~128
Dilutive effect of stock options and grants		—			~~405~~—			~~638~~405
Weighted average shares outstanding—diluted		28,~~059~~426			28,~~533~~059			2928,~~872~~533

~~For~~Due to net losses for the ~~year~~years ended December 31, 2025 and 2024, ~~130~~stock options and other grants were excluded from the computation asof ~~including~~diluted ~~such~~net ~~options~~loss orper ~~grants~~share as they would be anti-dilutive. For the ~~years~~year ended December 31, 2023 ~~and 2022~~, no stock options or grants were excluded from the computation of diluted net income because none were anti-dilutive. Unvested shares that are considered legally issued are excluded from the computation.

Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, and revenues, at the date that the consolidated financial statements are prepared. Significant estimates relate to the allowance for expected credit losses, inventory valuation, impairment of long-lived assets, investments and goodwill, assets acquired, and liabilities assumed in connections with business combinations and asset acquisitions, accrued program costs, stock-based compensation and income taxes. Actual results could materially differ from those estimates.

Total comprehensive (loss) income—In addition to net (loss) income, total comprehensive (loss) income includes changes in equity that are excluded from the consolidated statements of operations and are recorded directly into a separate section of stockholders’ equity on the consolidated balance sheets. For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, total comprehensive (loss) income consisted of net ~~income~~loss and foreign currency translation adjustments.

Stock-Based Compensation—The Company estimates the fair value of share-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. Compensation expense on awards subject to performance conditions is based on the quantity of awards that is probable of vesting.

Stock-based compensation expense recognized is reduced for estimated forfeitures. Estimated forfeitures recognized in the Company’s consolidated statements of operations reduced compensation expense by $6741, $~~322~~67, and $~~370~~322 for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. The Company estimates that 20.46% of restricted stock grants and performance-based restricted shares and 1113.7% of stock option grants that are currently subject to vesting will be forfeited. These estimates are reviewed quarterly and revised as necessary.

The Company values restricted stock grants using the Company’s traded stock price at closing on the date of grant. For issuances of performance stock units subject to market vesting conditions, the Company calculates the fair value of the award using a Monte Carlo simulation valuation model on the grant date. The Company determines the grant-date fair value of option grants using the Black-Scholes option-pricing model and the Monte Carlo simulation valuation model for stock options subject to a market vesting/exercisability conditions.

Recently Adopted Accounting Guidance—In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The ASU is effective for fiscal years beginning after December 15, 2023. The Company retrospectively adopted the standard for the year ended December 31, 2024. Refer to "Note 17 - Segment Reporting" for additional information.43

48Recently Adopted Accounting Guidance—In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The Company adopted this ASU on a prospective basis effective January 1, 2025. Refer to Note 4.

Recently Issued Accounting Guidance—In ~~December~~November ~~2023~~2024, the FASB issued ASU No. ~~2023~~2024-0903, “"Income ~~Taxes~~Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures.”~~Expenses", ~~The~~and ~~ASU~~in ~~includes~~January ~~amendments~~2025, ~~requiring~~the ~~enhanced~~FASB ~~income~~issued ~~tax~~ASU ~~disclosures~~No. 2025-01, ~~primarily~~"Income ~~related~~Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date". ASU 2024-03 requires public companies to ~~standardization~~disclose, in interim and ~~disaggregation~~reporting ofperiods, ~~rate~~additional ~~reconciliation~~information ~~categories~~about ~~and~~certain ~~income~~expenses ~~taxes~~in ~~paid~~the byfinancial ~~jurisdiction~~statements. ~~The~~For ~~guidance~~public business entities, ASU 2024-03, as clarified by ASU 2025-01, is effective for ~~fiscal~~the ~~years~~first annual reporting period beginning after December 15, ~~2024~~2026, ~~with~~and ~~early~~interim ~~adoption~~reporting ~~permitted~~periods within annual reporting periods beginning after December 15, ~~and~~2027. ~~should~~Early beadoption ~~applied~~of ~~either~~ASU ~~prospectively~~2024-03 oris ~~retrospectively~~permitted. The Company is currently evaluating the impact of adopting this ASU on its ~~disclosures~~consolidated financial statements.

In ~~November~~July ~~2024~~2025, the FASB issued ASU No. ~~2024~~2025-0305, "~~Income~~Financial ~~Statement~~Instruments - ~~Reporting~~Credit ~~Comprehensive~~Losses ~~Income - Expense Disaggregation Disclosures~~ (~~Subtopic~~Topic ~~220-40~~326):". ~~Disaggregation~~This ofupdate ~~Income~~introduces ~~Statement~~a ~~Expenses",~~practical ~~and~~expedient infor ~~January~~all ~~2025,~~entities ~~the~~and ~~FASB~~an ~~issued~~accounting ~~ASU~~policy ~~No.~~election ~~2025-01,~~other ~~"Income~~than ~~Statement~~public -business ~~Reporting~~entities ~~Comprehensive~~related ~~Income~~to -applying ~~Expense Disaggregation Disclosures (~~Subtopic ~~220~~326-~~40):~~20 ~~Clarifying the Effective Date". ASU 2024-03 requires public companies~~ to ~~disclose,~~current inaccounts ~~interim~~receivable and ~~reporting~~current ~~periods,~~contract ~~additional~~assets ~~information~~arising ~~about~~from ~~certain~~transactions ~~expenses~~accounted infor ~~the~~under ~~financial~~Topic ~~statements~~606. ~~For~~It ~~public business entities, ASU 2024-03, as clarified by ASU 2025-01,~~ is effective for ~~the~~fiscal ~~first~~years ~~annual reporting period~~ beginning after December 15, ~~2026,~~2025 and interim ~~reporting~~ periods within those annual reporting periods ~~beginning after December 15, 2027~~. Early adoption ~~of ASU 2024-03~~ is permitted. The Company is currently evaluating the impact of adopting this ASU on its ~~disclosures~~consolidated financial statements.

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on its consolidated financial statements.

(2) Property, Plant and Equipment

Property, plant and equipment at December 31, ~~2024~~2025 and ~~2023~~2024 consist of the following:

	2024			2023			Estimateduseful lives
	2025			2024			Estimateduseful lives
Land	$	2,~~755~~761		$	2,~~765~~755
Buildings and improvements		2120,~~124~~494			21,~~088~~124		10 to 40 years
Machinery and equipment		~~146~~149,~~662~~715			~~148~~146,~~912~~662		3 to 25 years
Office furniture, fixtures and equipment		5,~~201~~799			105,~~622~~201		3 to 10 years
Automotive equipment		~~1,039~~910			1,~~247~~039		5 to 20 years
Construction in progress		2,~~299~~094			102,~~553~~299
Total gross value		~~179~~181,~~080~~773			~~195~~179,~~187~~080
Less accumulated depreciation		(~~120~~128,~~911~~737	)		(120,~~627~~911	)
Total net value	$	5853,~~169~~036		$	7458,~~560~~169
Domestic	$	5450,~~643~~034		$	6954,~~615~~643
International		3,~~526~~002			43,~~945~~526
Total net value	$	5853,~~169~~036		$	7458,~~560~~169

For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, the Company’s aggregate depreciation expense related to property, plant and equipment was $86,~~983~~692, $8,~~352~~983 and $78,~~974~~352, respectively. For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, the Company disposed fully depreciated assets in the amount of $~~876~~1,134, $4876,~~056~~ and $~~416~~4,056, respectively. For the year ended December 31, ~~2024~~2025, the Company recorded an impairment ~~relating~~charges related to ~~its~~specific ~~investment~~fixed inassets that support its ~~SIMPAS~~PCNB ~~assets~~product line manufacturing in the amount of $142,~~020.~~552, ~~There~~and ~~were~~in no2024, the Company recorded impairment charges relating to its investment in ~~2023~~its ~~and~~SIMPAS ~~2022.~~assets in the amount of $14,020. Interest capitalized amounted to $~~396~~85, $~~567~~396 and $~~317~~567 for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

(3) Long-Term Debt

Long-term debt of the Company at December 31, ~~2024~~2025 and ~~2023~~2024 is summarized as follows:

	2024			2023
	2025			2024
Senior credit facility	$	~~147~~174,~~332~~000		$	~~138~~147,~~900~~332
Less deferred loan fees		(13,~~532~~015	)		(1,~~218~~532	)
	$	~~145~~170,~~800~~985		$	~~137~~145,~~682~~800

49The Company and certain of its affiliates were parties to a senior credit facility agreement entitled the “Third Amended and Restated Loan and Security Agreement” dated as of August 5, 2021 (the “Credit Agreement”), which is a senior secured lending facility among AMVAC, the Company’s principal operating subsidiary, as Agent (including the Company and AMVAC BV), as "Borrowers", on the one hand, and a group of commercial lenders led by BMO Bank, N.A. (formerly Bank of the West) as administrative agent, documentation agent, syndication agent, collateral agent and sole lead arranger, on the other hand. The Credit Agreement initially consisted of a line of credit of up to $275,000, an accordion feature of up to $150,000, a letter of credit and swingline sub-facility (each having limits of $25,000) and had a maturity date of August 5, 2026. The Credit Agreement has underwent twelve amendments since 2021.

~~Principal~~Under ~~payments~~the onCredit ~~long-term~~Agreement, ~~debt~~revolving loans bore interest at ~~December~~a 31variable rate based, ~~2024~~at borrower’s election with proper notice, on either (i) SOFR plus 0.1% per annum and the “Applicable Margin” or (ii) the greater of ~~$147~~(x) the Prime Rate,~~332~~ ~~are~~(y) ~~due~~the inFederal ~~August~~Funds ~~2026~~Rate plus 0.5%, ~~The~~and ~~deferred~~(z) ~~loan~~the ~~fees~~Daily ~~are~~One-Month ~~included~~SOFR Rate plus 1.10%, plus, in ~~other~~the ~~assets~~case of (x), (y) or (z), the Applicable Margin (“Adjusted Base Rate Revolver Loan”). Interest payments for SOFR Revolver Loans were payable on the ~~consolidated~~last ~~balance~~day ~~sheet~~of ateach ~~December~~interest 31period (either one-, ~~2024~~three- or nine- months, as selected by the Company) and ~~2023~~the maturity date, while interest payments for Adjusted Base Rate Revolver Loans were payable on the last business day of each month and the maturity date.

~~The~~On ~~Company and certain of its affiliates are parties to a senior credit facility agreement entitled the “Third Amended and Restated Loan and Security Agreement” dated as of~~ August 518, ~~2021 (the “Credit Agreement”)~~2025, ~~which is a senior secured lending facility among~~ AMVAC, ~~the~~as ~~Company’s principal operating subsidiary~~borrower, asand ~~Agent~~affiliates (including ~~the Company and AMVAC BV~~Registrant), as ~~"Borrowers"~~guarantors and/or borrowers, onentered ~~the~~into ~~one~~Amendment ~~hand,~~Number ~~and~~Twelve a(the ~~group~~“Amendment”) ofto ~~commercial~~the ~~lenders~~Credit ~~led~~Agreement. byThe ~~BMO~~Amendment ~~Bank,~~extended ~~N.A.~~the ~~(formerly~~maturity ~~Bank~~date of the ~~West)~~Credit asAgreement ~~administrative~~from ~~agent,~~August ~~documentation agent~~5, ~~syndication agent~~2026, ~~collateral~~to ~~agent~~December ~~and~~31, ~~sole lead arranger~~2026, onand amended the ~~other~~borrowing ~~hand.~~capacity ~~The~~under ~~Credit~~the ~~Agreement~~revolving ~~consists of a line of~~ credit offacility up to $~~275~~245,000, anthrough ~~accordion~~November ~~feature~~29, of2025, upthen to $~~150~~225,000, auntil ~~letter~~December of30, ~~credit~~2025, ~~and~~then ~~swingline~~$200,000 ~~sub-facility~~until ~~(each~~March ~~having~~31, ~~limits~~2026 ofand then $25180,000) ~~and~~through ~~has~~December ~~a maturity date of August 5~~31, 2026. The ~~Credit~~Amendment ~~Agreement~~also ~~amended~~included ~~and~~additional ~~restated~~changes to the ~~previous~~Credit ~~credit facility~~Agreement, ~~which~~including: ~~had~~(i) aamending ~~maturity~~the ~~date~~applicable ofmargins ~~June~~for ~~30,~~the ~~2022.~~applicable ~~With~~interest ~~respect~~rates toand ~~key~~unused ~~financial~~line ~~covenants,~~fee ~~the~~and ~~Credit~~letter ~~Agreement~~of ~~contains~~credit ~~two:~~fee; ~~namely,~~(ii) ~~borrowers~~adding ~~are~~a ~~required~~ year-to-date ~~maintain~~Consolidated aEBIDTA ~~Total~~requirement ~~Leverage~~of ~~(“TL”)~~$4,500 ~~Ratio~~as of noJune ~~more~~30, ~~than~~2025, ~~3.5-to-1~~$9,500 ~~during~~as ~~the~~of ~~first~~September ~~three years~~30, ~~stepping~~2025 ~~down~~and to$35,000 ~~3.25-to-1~~ as of December 31, ~~2024,~~2025 and a ~~Fixed~~TTM ~~Charge~~Consolidated ~~Coverage~~EBITDA ~~Ratio~~requirement ~~("FCCR")~~ of atnot ~~least~~less ~~1.25-to-1.~~than ~~In addition~~$37,500 toas ~~the~~of ~~extent~~March ~~that~~31, it2026; ~~completes~~(iii) ~~acquisitions~~requiring ~~totaling~~the ~~$15,000~~Company orto ~~more~~make inprepayments ~~any~~on ~~90-day~~the ~~period,~~loans ~~AMVAC~~once ~~may step-up~~ the TLCompany’s ~~Ratio~~cash bybalance ~~0.5-to-1,~~exceeds ~~not~~a tothreshold; ~~exceed~~and ~~4.00-to-1,~~(iv) ~~for~~suspending the ~~next~~Total ~~three~~Leverage ~~full~~Ratio ~~consecutive~~covenant ~~quarters.~~until ~~Acquisitions~~June ~~below $50~~30,~~000~~ ~~did~~2026 ~~not~~and ~~require~~then ~~Agent~~applying ~~consent~~a fiscal quarter end ratio of 4.00:1.00.

~~The~~On ~~Company’s~~March ~~borrowing~~13, ~~capacity~~2026, ~~varies~~AMVAC, ~~with~~as ~~its financial performance~~borrower, ~~measured~~and inaffiliates ~~terms~~(including ofRegistrant), ~~Consolidated~~as ~~EBITDA~~guarantors, asentered ~~defined~~into intwo ~~the~~loan ~~Credit~~agreements ~~Agreement~~that, ~~for~~in ~~the~~effect, ~~trailing~~entirely ~~twelve-month~~refinanced ~~period.~~the ~~Under~~previously ~~the~~existing Credit Agreement,. ~~revolving~~The ~~loans~~first ~~bear~~is ~~interest at~~ a ~~variable~~Credit ~~rate~~and ~~based,~~Guaranty atAgreement ~~borrower’s election~~ with ~~proper~~Wilmington ~~notice~~Trust, onNational ~~either~~Association, ~~(i)~~as ~~London~~administrative ~~Interbank~~agent, ~~Offered~~and ~~Rate~~a ~~("LIBOR")~~group ~~plus~~of ~~the~~lenders ~~“Applicable~~led ~~Margin”~~by ~~which~~Centerbridge isPartners, ~~based~~L.P., ~~upon~~under the ~~Total~~terms ~~Leverage (“TL”) Ratio (“LIBOR Revolver Loan”) or (ii) the greater~~ of ~~(x)~~which ~~the~~lenders ~~Prime~~provide ~~Rate,~~a ~~(y) the Federal Funds Rate plus 0.5%~~senior, ~~and~~secured ~~(z)~~term ~~the~~loan ~~Daily One-Month LIBOR Rate plus 1.00%, plus,~~ in the ~~case~~aggregate principal amount of ~~(x)~~$225,000 (~~y) or (z)~~ the ~~Applicable~~"First ~~Margin~~Priority ~~(“Adjusted~~Term ~~Base Rate Revolver~~ Loan”"). The ~~Company~~First ~~and~~Priority ~~the~~Term ~~Lenders~~Loan ~~entered~~includes ~~into~~a anfive-year ~~amendment to the Credit Agreement~~term, ~~effective~~initial ~~March~~interest 9,at ~~2023,~~SOFR ~~whereby LIBOR was replaced by the Secured Overnight Financing Rate~~ (~~"SOFR")~~minimum ~~with a credit spread adjustment~~ of 103.0%) ~~bps~~+ ~~for all SOFR periods~~8.25 ~~The~~(with ~~revolving~~three ~~loans~~potential ~~now~~stepdowns ~~bear~~of ~~interest~~50bps ateach aupon ~~variable~~achievement ~~rate~~of ~~based~~1X, at1.5X ~~our~~and ~~election~~2.0X ~~with~~inside ~~proper~~closing ~~notice,~~net onleverage ~~either (i~~ratio), ~~SOFR~~amortization ~~plus~~of 0.1.0% per annum, ~~and~~a ~~the~~no-call ~~“Applicable~~provision ~~Margin”~~in oryear ~~(ii)~~one ~~the greater of~~ (x)with ~~the~~potential ~~Prime~~for ~~Rate,~~full ~~(y)~~repayment ~~the~~thereafter ~~Federal~~with ~~Funds~~additional ~~Rate~~exit ~~plus 0.5%~~fees), and ~~(z)~~two ~~the~~financial ~~Daily~~covenants ~~One~~-~~Month~~ ~~SOFR Rate plus 1.10%~~namely, ~~plus, in the case of (x~~a), ~~(y)~~a orfirst ~~(z)~~lien ~~the~~debt-to-EBITDA ~~Applicable~~ratio ~~Margin~~starting ~~(“Adjusted~~at ~~Base Rate Revolver Loan”)~~6.7X ~~Interest~~and ~~payments~~stepping ~~for~~down ~~SOFR~~to ~~Revolver~~4.0X ~~Loans~~by ~~are payable on~~ the ~~last~~fourth ~~day~~quarter of ~~each~~2028, ~~interest~~and ~~period~~b) ~~(either~~a ~~one-,~~minimum ~~three-~~liquidity orrequirement ~~six-~~ranging ~~month~~from ~~periods~~$20,000 asto ~~selected~~$45,000 byon ~~the~~a ~~Company)~~monthly ~~and~~schedule through the ~~maturity~~fourth ~~date,~~quarter ~~while~~of ~~interest~~2027, ~~payments~~and ~~for~~increasing ~~Adjusted~~to ~~Base~~$50,000 ~~Rate~~in ~~Revolver~~January ~~Loans~~of ~~are~~2028 ~~payable~~and onthereafter. ~~the~~Borrower ~~last~~may ~~business~~repay ~~day~~up ofto ~~each~~$35,000 ~~month~~per ~~and~~annum ~~the~~without ~~maturity~~incurring ~~date~~premium interest.

OnThe ~~November~~second 7,is ~~2023,~~a ~~the~~Credit ~~Company entered into Amendment Number Six to the Third Amended Loan~~ and ~~Security~~Guaranty Agreement ~~that~~with ~~provided~~BMO ~~relief~~Bank, ~~in respect of both financial covenants~~N.A., Onas ~~August 8~~agent, ~~2024, the Company~~ and ~~the~~other lenders ~~entered into Amendment Number Seven to the Credit Agreement~~, ~~effective June 30, 2024,~~ under ~~which~~ the ~~Maximum~~terms ~~Total~~of ~~Leverage~~which ~~Ratio~~lenders ~~was~~provide modified to 4.25 for the period ended June 30, 2024; 5.0 for the period ended September 30, 2024; 4.5 for the period ended December 31, 2024, 4.5 for the period ending March 31, 2025, 4.25 for the period ending June 30, 2025; 4.0 for the period ending September 30, 2025, and returning to 3.25 for the periods ending December 31, 2025 and thereafter. The Minimum Fixed Charge Coverage Ratio remains the same, and a ~~new~~second ~~covenant~~priority ~~(added~~term asloan ~~part~~in ~~of Amendment Number seven),~~ the ~~Minimum~~aggregate ~~Modified~~principal ~~Current~~amount ~~Ratio~~ of ~~not less than 1.5 (defined as the ratio of (i) Accounts Receivable plus Inventory~~$60,000 to (~~ii) Funded Debt of~~ the ~~Company~~"Second ~~and~~Priority ~~its~~Term ~~Subsidiaries on a consolidated basis~~Loan"). InThe ~~addition,~~Second ~~the~~Priority ~~Company~~Term ~~may~~Loan ~~not~~is ~~repurchase~~subordinate ~~shares, pay cash dividends~~ to ~~shareholders or make Permitted Acquisitions without Lenders’ consent. In addition, for purposes of calculating Consolidated EBITDA,~~ the ~~basket~~First ~~for~~Priority ~~transformation~~Term ~~and one-time (cash and non-cash charges (which are excluded from such measure) has been increased from $5~~Loan,~~000~~ toincludes $12,500 in second quarter 2024, $45,000 (in third quarter 2024, fourth quarter 2024 and first quarter 2025), $42,500 in second quarter 2025, $15,000 in third quarter 2025 and $7,500 in fourth quarter 2025, as measured on a ~~four~~five-~~quarter~~year ~~trailing basis. Finally~~term, ~~the~~initial interest ~~rates~~at ~~for~~SOFR ~~the~~+ ~~Credit Agreement, as amended, were increased by 25bps to the extent the Total Leverage Ratio equals or exceeds 4~~2.0, ~~and~~amortization ~~remains~~of at10% ~~the~~per ~~rates~~annum ~~set~~starting ~~forth~~ in the ~~Amendment~~third ~~Number~~quarter ~~Six~~of 2027, tono ~~the~~prepayment ~~extent~~penalty ~~the~~and ~~Total~~no ~~Leverage~~financial ~~Ratio is below 4~~covenants.0.

50The interest rate on December 31, 2025, was 9.11%. Interest incurred, including amortization of deferred loan fees, was $18,452, $16,054, and $12,391 for the years ended December 31, 2025, 2024 and 2023, respectively.

~~for~~Substantially all the ~~Revolver~~Company’s ~~Loans~~assets are ~~changed~~pledged ~~to 3.75% for SOFR and 2.75%~~ as ~~the~~collateral ~~Adjusted~~under ~~Base Rate;~~ the ~~Unused~~Credit ~~Line Fee Rate is 0.35%~~ and ~~the~~Guaranty ~~Letter of Credit Fee is 3~~Agreement.~~75%.~~ ~~Further,~~The ~~notwithstanding~~Company ~~financial performance, the borrowing capacity~~ is ~~capped~~also ~~below~~prevented ~~the~~from ~~facility’s~~paying ~~previous~~cash ~~maximum~~dividends ($275,000) by $50,000 through June 30, 2025, then by $40,000 through December 31, 2025, and then by $75,000 through the expiration of the facility. Finally, the definition of Consolidated EBITDA was changed to ~~exclude~~shareholders ~~non-recurring~~or ~~non-cash~~making ~~charges~~repurchases ~~as well as cash charges that do not exceed various sums in various categories over the balance~~ of ~~the~~its ~~term.~~capital stock.

The interest rate on December 31, 2024, was 7.68%. Interest incurred, including amortization of deferred loan fees, was $16,054, $12,391, and $4,238 for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, by virtue of Amendment Number 8 to the Third Amended Loan and Security Agreement, the Company is deemed to be in compliance with its financial covenants. Furthermore, according to the terms of the Credit Agreement, as amended, and based on our performance against the most restrictive covenant listed above, the Company had the capacity to increase its borrowings by up to $28,623 as of December 31, 2024.

Substantially all the Company’s assets are pledged as collateral under the Credit Agreement, as amended.

(4) Income Taxes

The provision for income taxes are:

	2024			2023			2022
	2025			2024			2023
Current:
Federal	$	(~~1,131~~367	)	$	8(1,~~038~~131	)	$	78,~~439~~038
State		~~(271~~6	)		~~1,211~~(271	)		21,~~173~~211
Foreign		54,~~629~~445			35,~~238~~629			3,~~943~~238
		4,227			12,487			13,555
		4,084			4,227			12,487
Deferred:		—
Federal		~~783~~(352	)		~~(6,263~~783	)		(26,~~763~~263	)
State		~~1,208~~99			(1,~~029~~208	)		(1,~~243~~029	)
Foreign		(~~336~~1,152	)		(~~2,417~~336	)		(~~988~~2,417	)
		1,655			(9,709	)		(4,994	)
		(1,405	)		1,655			(9,709	)
Total	$	52,~~882~~679		$	25,~~778~~882		$	82,~~561~~778

~~Total income tax expense differed from the amounts computed by applying the U.S. Federal income tax rate of 21.0% to income before income tax expense, as a result of the following:~~46

	2024			2023			2022
Computed tax expense at statutory federal rates	$	(25,296	)	$	2,162		$	7,553
Increase (decrease) in taxes resulting from:
State taxes, net of federal income tax benefit		(3,117	)		756			1,493
Unrecognized tax benefits		(191	)		(585	)		(1,441	)
Income tax credits		(288	)		(720	)		(1,342	)
Foreign tax rate differential		2,710			1,025			785
Stock based compensation		685			219			55
Global intangible low-taxed income		—			685			—
Change in valuation allowance		29,730			1,376			379
Return to provision		(1,189	)		158			(693	)
Nondeductible expenses / (tax deductions)		2,161			(327	)		989
Gross receipts taxes		398			425			602
IP migration		—			(2,455	)		—
Other		279			59			181
Total	$	5,882		$	2,778		$	8,561

The table below provides the updated requirements of ASU 2023-09 for 2025. Total income tax expense differed from the amounts computed by applying the U.S. Federal income tax rate of 21.0% to income before income tax expense, as a result of the following:

(Loss) income before provision for income taxes and losses on equity investments are:


	2025
	Amount			Percentage
Computed tax expense at statutory federal rates		(9,912	)		21.0	%
Increase (decrease) in taxes resulting from:
State taxes, net of federal income tax benefit (1)		115			-0.2	%
Foreign tax effects:
Panama
Other		(518	)		1.1	%
Nicaragua
Change in Valuation Allowance		845			-1.8	%
Other		181			-0.4	%
Brazil
Foreign Rate Differential		(1,139	)		2.4	%
Goodwill Impairment		2,882			-6.1	%
Other		142			-0.3	%
Australia
Goodwill Impairment		700			-1.5	%
Other		(59	)		0.1	%
Costa Rica
Foreign Rate Differential		(858	)		1.8	%
Goodwill Impairment		2,809			-6.0	%
Other		88			-0.2	%
Other foreign jurisdictions		512			-1.1	%
Effect of cross-border tax laws:
Subpart F Income		648			-1.4	%
Tax credits
Research and development ("R&D") credits		(171	)		0.4	%
Changes in valuation allowance		5,463			-11.6	%
Nontaxable or nondeductible items:
Equity compensation		573			-1.2	%
Other		362			-0.8	%
Changes in unrecognized tax benefits		(115	)		0.2	%
Other adjustments:
Return to provision		(159	)		0.3	%
Other		290			-0.6	%
Total		2,679			-5.9	%

(1) State taxes in Illinois, Alabama, Florida, Minnesota, Pennsylvania, Louisiana, California, and North Carolina made up the majority (greater than 50%) of the tax effect in this category.

	2024			2023		2022
Domestic	$	(103,918	)	$	6,672	$	28,739
International		(16,540	)		3,625		7,226
Total	$	(120,458	)	$	10,297	$	35,965

52As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the total income tax expense differed from the amounts computed by applying the U.S. Federal income tax rate of 21.0% to income before income tax expense, as a result of the following:

Temporary differences between the consolidated financial statements’ carrying amounts and tax bases of assets and liabilities that give rise to significant portions of the net deferred tax liability at December 31, 2024 and 2023 relate to the following:


	2024			2023
Computed tax expense at statutory federal rates	$	(25,296	)	$	2,162
Increase (decrease) in taxes resulting from:
State taxes, net of federal income tax benefit		(3,117	)		756
Unrecognized tax benefits		(191	)		(585	)
Income tax credits		(288	)		(720	)
Foreign tax rate differential		(2,599	)		1,025
Stock based compensation		685			219
Global intangible low-taxed income		—			685
Change in valuation allowance		29,730			1,376
Return to provision		(1,189	)		158
Nondeductible expenses / (tax deductions)		2,161			(327	)
Gross receipts taxes		398			425
Goodwill impairment		6,471
IP migration		—			(2,455	)
Other		(883	)		59
Total	$	5,882		$	2,778

	2024			2023
Deferred tax assets
Inventories	$	9,322		$	2,764
Program accrual		10,486			9,742
Vacation pay accrual		682			864
Accrued bonuses and severance		882			37
Bad debt expense		2,550			2,143
Stock compensation		1,047			1,536
Domestic NOL carryforward		4,604			543
Foreign NOL carryforward		6,297			6,322
Tax credits		1,794			1,582
Lease liability		5,078			5,812
Accrued expenses		678			696
Unrealized foreign exchange loss		2,521			(1,182	)
Capitalized R&D costs		7,587			7,140
Other		2,970			—
Deferred tax assets		56,498			37,999
Less valuation allowance		(33,855	)		(3,317	)
Deferred tax assets, net	$	22,643		$	34,682
Deferred tax liabilities
Plant and equipment	$	(22,686	)	$	(32,336	)
Lease assets		(4,895	)		(5,617	)
Prepaid expenses		(1,809	)		(1,406	)
Other		—			(366	)
Deferred tax liabilities	$	(29,390	)	$	(39,725	)
Total net deferred tax assets (liabilities)	$	(6,747	)	$	(5,043	)

(Loss) income before provision for income taxes is as follows:

As of December 31, 2024, the Company maintained a full valuation allowance against its net deferred income tax assets related to the Company’s operations in the United States, Brazil, Dominican Republic, Honduras, Hong Kong, Spain, and Ukraine totaling $33,855. The valuation allowance increased by $30,538 for the year ended December 31, 2024, of which $808 relates to unrealized foreign exchange gains and foreign currency translation included in other comprehensive income for 2024, and $29,730 included in the provision for income taxes for 2024. As of December 31, 2023, the Company maintained a full valuation allowance against the net deferred income tax assets related to the Company’s operations in Brazil, Spain, Singapore, and Ukraine totaling $3,317.


	2025			2024			2023
Domestic	$	(36,290	)	$	(103,918	)	$	6,672
International		(10,913	)		(16,540	)		3,625
Total	$	(47,203	)	$	(120,458	)	$	10,297

Gross foreign NOLs related to the Company's foreign operations were $19,577 and $19,699, for the years ended December 31, 2024 and 2023, respectively. Substantially all of the Company’s foreign NOLs can be carried forward indefinitely.48

~~Gross~~Temporary ~~domestic~~differences ~~federal~~between ~~and~~the ~~state~~consolidated ~~NOLs~~financial ~~available~~statements’ ~~across~~carrying ~~all~~amounts ~~jurisdictions in which we operate were $30,062~~ and ~~$3,598~~tax asbases of ~~December~~assets ~~31, 2024~~ and ~~2023,~~liabilities ~~respectively.~~that ~~The~~give ~~Company’s~~rise ~~federal NOL can be carried forward indefinitely and is subject~~ to ~~annual~~significant ~~limitations~~portions inof ~~accordance~~the ~~with~~net ~~IRC~~deferred ~~Section~~tax ~~382.~~liability ~~The~~at ~~Company’s~~December ~~state~~31, ~~NOLs~~2025 ~~expire over varying intervals in the future~~ and ~~are~~2024 ~~subject~~relate to ~~annual~~the ~~limitations in accordance with IRC Section 382.~~following:


	2025			2024
Deferred tax assets
Inventories	$	6,083		$	9,322
Program accrual		8,790			10,486
Vacation pay accrual		685			682
Accrued bonuses and severance		860			882
Bad debt expense		3,323			2,550
Stock compensation		620			1,047
Domestic NOL carryforward		9,319			4,604
Foreign NOL carryforward		7,180			6,297
Tax credits		1,892			1,794
Lease liability		3,578			5,078
Accrued expenses		527			678
Accrued product liability		1,858			—
Unrealized foreign exchange loss		1,152			2,521
Capitalized R&D costs		5,384			7,587
Disallowed interest expense		7,964			3,670
Other		1,298			—
Deferred tax assets		60,513			57,198
Less valuation allowance		(41,386	)		(33,855	)
Deferred tax assets, net	$	19,127		$	23,343
Deferred tax liabilities
Plant and equipment	$	(19,346	)	$	(22,686	)
Lease assets		(3,414	)		(4,895	)
Prepaid expenses		(1,881	)		(1,809	)
Other		—			(700	)
Deferred tax liabilities	$	(24,641	)	$	(30,090	)

Total net deferred tax liabilities	$	(5,514	)	$	(6,747	)

~~The~~Certain ~~following is a roll-forward of the Company’s total gross unrecognized tax benefits, not including interest and penalties, for the years ended December 31,~~ 2024 ~~and~~balances ~~2023~~were ~~included~~reclassified into ~~other~~conform ~~liabilities~~with on the ~~Company’s~~2025 ~~consolidated~~presentation. ~~balance sheets:~~

	2024			2023
Balance at beginning of year	$	1,796		$	2,006
Additions for tax positions related to the current year		63			230
Additions for tax positions related to the prior years		—			302
Reduction for tax positions related to the prior years		(995	)		(799	)
Effect of exchange rate changes		39			57
Balance at end of year	$	903		$	1,796

As of December 31, 2025, the Company maintained a full valuation allowance against its net deferred income tax assets related to the Company’s operations in the United States, Brazil, Dominican Republic, Honduras, Nicaragua, Hong Kong, Spain, and Ukraine totaling $41,386. The valuation allowance increased by $7,531 for the year ended December 31, 2025, of which $308 relates to unrealized foreign exchange gains and foreign currency translation included in other comprehensive (loss) income for 2025, and $7,839 included in the provision for income taxes for 2025. As of December 31, 2024, the Company maintained a full valuation allowance against the net deferred income tax assets related to the Company’s operations in the United States, Brazil, Dominican Republic, Honduras, Hong Kong, Spain, and Ukraine totaling $33,855.

~~The~~Gross ~~Company~~foreign ~~recognizes~~NOLs ~~accrued interest and penalties~~ related to ~~unrecognized~~the ~~tax~~Company's ~~benefits~~foreign inoperations ~~the~~were ~~provision~~$22,231 ~~for~~and ~~income~~$19,577, ~~taxes~~for in the ~~Company’s~~years ~~consolidated~~ended ~~financial statements. As of~~ December 31, ~~2024~~2025 and ~~2023~~2024, ~~the Company incurred $138 and $1,342,~~ respectively. inSubstantially ~~interest~~all ~~and~~of ~~penalties~~the ~~related~~Company’s toforeign ~~unrecognized~~NOLs ~~tax~~can ~~benefits~~be oncarried ~~its~~forward ~~consolidated balance sheets~~indefinitely.

ItGross isdomestic ~~expected~~federal ~~that~~and ~~the~~state ~~amount~~NOLs ofavailable ~~unrecognized~~across ~~tax~~all ~~benefits~~jurisdictions ~~will~~in ~~change~~which we operate were $76,166 and $~~290~~30,062 as of ~~unrecognized~~December ~~tax~~31, ~~benefits~~2025 and 2024, respectively. The Company’s federal NOL can be carried forward indefinitely and is ~~expected~~subject to beannual ~~released~~limitations ~~within~~in ~~the~~accordance ~~next~~with ~~twelve~~IRC ~~months~~Section ~~due~~382. toThe ~~expiration~~Company’s ofstate NOLs expire over varying intervals in the ~~statute~~future ofand are subject to annual limitations in accordance with IRC Section 382.

The Company believes it is more likely than not that the deferred assets detailed in the table above, exclusive of those in the United States, Brazil, Dominican Republic, Honduras, Hong Kong, Spain, and Ukraine with the previously mentioned full valuation allowances, will be realized in the normal course of business. It is the intent of the Company that undistributed earnings of foreign subsidiaries that amounted to $89,429 at December 31, 2024, are permanently reinvested. Determination of the unrecognized deferred tax liability is not practical due to the complexities of a hypothetical calculation.49

The ~~Company~~following is ~~subject~~a toroll-forward ~~U.S. federal income tax as well as to income tax in multiple state jurisdictions. Federal income tax returns~~ of the Company’s ~~are~~total ~~subject~~gross tounrecognized ~~Internal~~tax ~~Revenue~~benefits, ~~Service~~not ~~(“IRS”)~~including ~~examination~~interest and penalties, for the ~~2021~~years ~~through~~ended ~~2023~~December ~~tax~~31, ~~years.~~2025 ~~State~~and ~~income~~2024 ~~tax~~included ~~returns~~in ~~are~~other ~~subject~~liabilities toon ~~examination for~~ the ~~2020 through 2023 tax years. The~~ Company’s ~~has~~consolidated ~~foreign~~balance ~~income tax returns subject to examination.~~sheets:

Beginning in 2022, The Tax Cuts and Jobs Act of 2017 ("TCJA"), requires taxpayers to capitalize and amortize research and development expenditures pursuant to Internal Revenue Code, or IRC, Section 174, which resulted in increases in the Company’s deferred tax asset balance of $7,587 as of December 31, 2024. There was an increase in cash tax payments in the amount of $1,431 and $3,344 for the years ended December 31, 2024 and December 31, 2023, respectively.


	2025			2024
Balance at beginning of year	$	903		$	1,796
Additions for tax positions related to the current year		97			63
Additions for tax positions related to the prior years		48			—
Reduction for tax positions related to the prior years		(235	)		(995	)
Effect of exchange rate changes		—			39
Balance at end of year	$	813		$	903

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Company’s consolidated financial statements. As of December 31, 2025 and 2024, the Company incurred $138 in both years in interest and penalties related to unrecognized tax benefits on its consolidated balance sheets.

The Company believes it is more likely than not that the deferred assets detailed in the table above, exclusive of those in the United States, Brazil, Dominican Republic, Honduras, Nicaragua, Hong Kong, Spain, and Ukraine with the previously mentioned full valuation allowances, will be realized in the normal course of business. It is the intent of the Company that undistributed earnings of foreign subsidiaries that amounted to $102,873 at December 31, 2025, are permanently reinvested. Determination of the unrecognized deferred tax liability is not practical due to the complexities of a hypothetical calculation.

On July 4, 2025, new U.S. tax legislation was signed into law (known as the "One Big Beautiful Bill Act" or "OBBBA") which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. The Company has accounted for the impact of the new legislation during the year ended December 31, 2025 and the impact is not material to the results of operations.

Beginning in 2022, The Tax Cuts and Jobs Act of 2017 ("TCJA"), requires taxpayers to capitalize and amortize research and development expenditures pursuant to Internal Revenue Code, or IRC, Section 174. The enactment of the OBBBA repealed IRC Section 174 for tax years beginning after December 31, 2024. As of December 31, 2024, IRC Section 174 resulted in increases in the Company’s deferred tax asset balance of $7,587. There was an increase in cash tax payments in the amount of $1,431 for the year ended December 31, 2024.

(5) Litigation and Environmental

The Company records a liability on its consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount can be reasonably estimated. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. The Company recognizes legal expenses in connection with loss contingencies as incurred.

Department of Justice and Environmental Protection Agency Investigation. On October 25, 2024, the U.S. District Court for the Southern District of Alabama approved, and entered a plea agreement pursuant to which the Company had entered a plea of guilty to one count of transporting hazardous waste without a waste manifest. This matter arose from the reimportation of used, substantially empty containers in 2014. Under the terms of the plea agreement, the Company paid a fine and entered into a three-year probation during which it will be subject to an environmental compliance plan, the form of which is currently before the court for its approval.

5450

DBCP Cases

Over the course of the past 30 years, AMVAC and/or the Company have been named or otherwise implicated in a number of lawsuits concerning injuries allegedly arising from either contamination of water supplies or personal exposure to 1, 2-dibromo-3-chloropropane (“DBCP®”). DBCP was manufactured by several chemical companies, including Dow Chemical Company, Shell Oil Company and AMVAC (which ceased manufacture in about 1980) and was approved by the USEPA to control nematodes. DBCP was also applied on banana farms in Latin America. The USEPA suspended registrations of DBCP in October 1979, except for use on pineapples in Hawaii. That suspension was partially based on 1977 studies by other manufacturers that indicated a possible link between male fertility and exposure to DBCP among their factory production workers involved with producing the product.

Delaware DBCP Cases

Chavez & Marquinez. Two cases were filed independently in 2012 by the same law firm (HendlerLaw, P.C.) in Louisiana and Delaware involving claims on behalf of banana workers for personal injury allegedly arising from exposure to DBCP. Through several years of law and motion practice, the number of plaintiffs in the actions has been reduced from about 2,750 to 290 banana workers from Costa Rica, Ecuador, Guatemala and Panama, and both cases have been consolidated before the United States District Court for the District of Delaware (USDC DE No. 1:12-CV-00695 & 00697). Discovery commenced in 2018 and has consisted largely of seeking medical examinations from the remaining plaintiffs. In December 2022, defendants in this matter filed a motion for summary judgment against the Ecuadorian plaintiffs under the theory that the statute of limitations for negligence barred the action. In January 2024, the court denied defendants’ motion for summary judgment on the basis of “the most analogous case” doctrine. InAfter ~~July~~further ~~2024~~dismissals by plaintiffs’ counsel, ~~the~~about ~~magistrate~~40 ~~entered~~claimants aremain ~~scheduling~~in ~~order~~the byaction. ~~which~~Trial ~~trials~~dates have been ~~set~~tentatively scheduled for the ~~approximately~~first 60half ~~plaintiffs~~of ~~from~~2026 ~~Ecuador to occur~~ in groups of ten. On December 21, ~~beginning~~2025, indefendants, ~~February~~including ~~2026.~~AMVAC, ~~Law~~brought ~~and~~motions ~~motion~~for ~~continued~~summary ~~over~~judgment against all claimants for various reasons, including, in the ~~course~~case of ~~the~~AMVAC, ~~fourth~~that ~~quarter~~no ~~with~~claimant ~~various~~had ~~motions~~been able to ~~dismiss~~testify ~~individuals~~under ~~and~~oath ~~motions~~that ~~for~~he ~~summary~~had ~~judgment~~ever ~~along~~heard ~~with~~of ~~further~~AMVAC ~~depositions~~or ~~and~~had ~~requests~~been ~~for~~exposed ~~admission~~to the Company’s product. At this stage in the proceedings, the Company does not believe that a loss is probable or reasonably estimable and has not recorded a loss contingency for these matters.

Other Matters

Pitre etc. v. Agrocentre Ladauniere et al. On February 11, 2022, a strawberry grower named Les Enterprises Pitre, Inc. filed a complaint in the Superior Court, District of Labelle, Province of Quebec, Canada, entitled Pitre, etc. v. Agrocentre Ladauniere, Inc. etal, including Amvac Chemical Corporation, seeking damages in the amount of approximately $5,000 ~~million~~ arising from stunted growth of, and reduced yield from, its strawberry crop allegedly from the application of Amvac’s soil fumigant, Vapam, in spring of 2021. Examinations of plaintiff were held in mid-August 2022, during which plaintiff in effect confirmed that he had planted his seedlings before expiration of the full time interval following product application (as per the product label), that he had failed to follow the practice of planting a few test seedlings before planting an entire farm, and that he had placed his blind trust in his application adviser on all manner of timing and rate. An examination of the Company’s most knowledgeable witness took place in April 2024. Follow-up undertakings (~~discover~~discovery requests) continued thereafter. A trial date has been set to take place in about three years. The Company believes that the claims have no merit and intends to defend the matter. At this stage in the proceedings, there is not sufficient information to form a judgment as to either the probability or amount of loss; thus, the company has not set aside a reserve in connection with this matter.

~~Catalano~~Marathon vProduct Recall Matter. Beginning ~~AMVAC~~early ~~Chemical~~in ~~Corp.~~the Onsecond ~~June~~quarter 6,of ~~2022~~2025, ~~AMVAC~~the ~~was~~Company ~~served~~received ~~with~~customer acomplaints ~~summons~~alleging ~~and~~injury ~~complaint~~to ~~for~~ornamental plants from the application of up to four lots (having a ~~matter~~value ~~entitled~~of ~~Andrew~~about ~~Catalano~~$350) ~~and~~of ~~Ruth~~granular ~~Catalano~~insecticide vsold by Company subsidiary OHP Inc. ~~AMVAC~~for inuse ~~the~~on ~~Superior~~potted ~~Court~~plants ofand ~~the~~hanging ~~State~~baskets. ofAs ~~California~~acknowledged by the third-party formulator, ~~County~~Turf ofCare ~~Orange~~Supply (~~30-2022-01263987-CU-PL-CXC~~“TCS”), inthe ~~which~~lots ~~plaintiff~~in question, ~~who~~or ~~worked~~a assubset athereof, ~~professional~~were ~~applicator~~out of ~~pesticides,~~specification ~~including~~and ~~Orthene~~ (~~for~~although ~~which~~not ~~AMVAC~~known isto ~~registrant)~~the ~~seeks~~Company ~~damages~~at ~~for~~time anof ~~injury~~sale ~~(specifically,~~or ~~cardiomyopathy~~use) ~~allegedly~~contained ~~arising~~trace amounts of herbicide residues from ~~his~~a ~~exposure~~contaminated toproduction ~~this~~line ~~product.~~at ~~AMVAC~~that isformulator’s ~~unaware~~facility. ofAfter ~~any~~having ~~link~~issued ~~between~~a ~~cardiovascular~~stop ~~disease~~sale and ~~Orthene~~stop ~~(which~~use ~~has~~notice ~~been~~for ~~commercially~~the ~~available~~subject ~~for~~lots ~~over~~to 30the ~~years)~~distribution ~~and~~channel, ~~believes~~the ~~that~~Company ~~this~~began ~~case~~a ~~has~~process noof ~~merit~~aggregating and ~~intends~~validating tocustomer ~~defend~~claims itand ~~vigorously.~~recalling ~~The~~unused ~~Company~~products. ~~filed~~At anthis ~~answer~~stage, in272 ~~early~~parties ~~July~~have ~~2022~~submitted claims, ~~including~~totaling ~~multiple~~$9,063 ~~affirmative~~in ~~defenses~~estimated damages. ~~Further~~To date, the ~~parties~~Company ~~continue~~has tovalidated ~~engage~~57 inclaims ~~discovery~~amounting to approximately $2,050, ~~and~~starting ~~plaintiffs~~with ~~have~~those for which the most complete support had been ~~unable~~provided toby ~~supply~~claimants. ~~any~~The ~~data~~Company ~~establishing~~made apayments ~~causal~~in ~~link~~the ~~between~~amount ~~use~~of approximately $1,414 as of ~~this~~December ~~product~~31, ~~and~~2025. Based upon the ~~heart~~adequacy ~~condition~~of ~~that~~documentation ~~plaintiff~~for ~~alleges.~~claims Atvalidated ~~this~~to ~~stage~~date, ~~there~~we isbelieve ~~not~~that ~~sufficient~~the ~~information~~remaining unvalidated claims are likely to ~~form~~be validated and that a ~~judgment~~loss asrelated to ~~either~~these ~~the~~claims ~~probability~~is orprobable ~~amount~~and ofcan ~~any~~be ~~loss;~~reasonably ~~thus,~~estimated. ~~the~~As ~~company~~a ~~has~~result, ~~not~~the ~~set~~Company ~~aside~~recorded a ~~reserve~~liability in ~~connection~~the ~~with~~amount ~~this~~of ~~matter~~$7,649 at December 31, 2025 related to unpaid claims received.

5551

~~Reyes~~Both ~~v. AMVAC. On September 28, 2023,~~ the Company ~~received~~and ~~correspondence~~the ~~from counsel for ex~~third-~~employee~~party ~~Jorge~~formulator ~~Reyes~~have ~~Jr.~~notified ~~addressed~~their toinsurance ~~the~~carriers ~~California Department~~ of ~~Industrial~~the ~~Relations~~claim. ~~alleging~~The aCompany’s ~~host~~product ofliability ~~wage~~policy ~~and~~includes ~~hour violations under California law. This is~~ a ~~precursor to a civil filing under applicable state law. Subsequently~~$5,000 ~~plaintiff~~deductible, ~~putatively~~while ~~on behalf of~~ the ~~class of similarly situated, non-exempt California-based employees, served a summons and complaint on the Company~~formulator’s ~~registered~~policy ~~agent~~has ~~that~~a ~~had~~$0 ~~been electronically filed as Case No~~deductible. ~~238TCV23665,~~It ~~encaptioned~~is ~~Jorge~~not ~~Reyes~~yet v.clear ~~AMVAC~~to ~~etc., etal., with~~ the ~~Superior~~Company ~~Court~~which ~~for~~types ~~the County~~ of ~~Los~~claims ~~Angeles,~~will ~~Central~~be ~~District.~~compensable ~~Plaintiff~~by ~~alleges~~the ~~various~~insurance ~~wages~~carriers ~~and~~or ~~hours~~the ~~violations,~~extent ~~including~~to ~~overtime,~~which ~~minimum~~either ~~wage,~~or ~~sick~~both ~~leave,~~carriers ~~rest~~might ~~periods~~respond ~~and~~to sothese onclaims. The parties ~~attended~~met in a mediation that was held on ~~September~~January 47, ~~2024~~2026, ~~during~~ which ~~they~~did ~~agreed~~not inlead ~~principle~~ to a ~~settlement~~resolution. ~~pursuant~~Consequently, ~~to which~~ the Company has ~~recorded~~filed aan ~~reserve~~action ~~that~~against isTCS ~~not~~and ~~material to~~ its ~~financial~~private ~~statements~~equity ~~and~~sponsor isin ~~sufficient~~the toCourt ~~cover~~of ~~the~~Common ~~settlement~~Pleas, ~~amount.~~County ~~The~~of ~~settlement~~Medina, isOhio ~~subject~~seeking todamages ~~court approval~~for, ~~which~~among weother ~~expect~~things, ~~will~~breach beof ~~forthcoming~~contract ~~during~~and Q3negligent ~~2025~~misrepresentation.

Region 9, Notice of Violation re: FPAS. On November 25, 2024, EPA Region IX issued to American Vanguard Chemical Corporation a letter requesting that AMVAC show cause why a civil penalty should not be assessed with respect to allegations that, from 2020 through 2023, AMVAC violated Section 12(a)(2)(N) of FIFRA by exporting 18 unregistered pesticides to foreign purchasers in 14 countries without submitting a Foreign Purchaser Acknowledgement Statement (“FPAS”) from each foreign purchaser to EPA, as required by 40 C.F.R. § 168.75(c). The Company iscontinues ~~performing~~to ~~internal~~discuss ~~analysis~~this onmatter ~~the~~with ~~matter~~EPA and has entered into a tolling agreement with the agency to extend the time for resolution ~~into~~through ~~June~~March ~~2025~~2026. At this stage, the Company believes that a loss is probable and has set a reserve in an amount that is not material to its financial statements.

(6) U.S. Employee Deferred Compensation and Stock Purchase Plans

The Company maintains a deferred compensation plan (“the Plan”) for all eligible employees. The Plan calls for each eligible employee, at the employee’s election, to participate in an income deferral arrangement under Internal Revenue Code Section 401(k). The plan allows eligible employees to make contributions, which cannot exceed 100% of compensation, or the annual dollar limit set by the Internal Revenue Code. The Company matches the first 5% of employee contributions. The Company’s contributions to the Plan amounted to $2,~~525~~210, $2,~~507~~525 and $2,~~409~~507 in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

During 2001, the Company’s Board of Directors adopted the AVD Employee Stock Purchase Plan (the “ESPP Plan”). The Plan allows eligible employees to purchase shares of common stock through payroll deductions at a discounted price. An original aggregate number of approximately 1,000,000 shares of the Company’s Common Stock, par value $0.10 per share (subject to adjustment for any stock dividend, stock split or other relevant changes in the Company’s capitalization) were allowed to be sold pursuant to the Plan, which is intended to qualify under Section 423 of the Internal Revenue Code. The Plan allows for purchases in a series of offering periods, each six months in duration, with new offering periods (other than the initial offering period) commencing on January 1 and July 1 of each year. The initial offering period commenced on July 1, 2001. Pursuant to action taken by the Company’s Board of Directors on December 10, 2010, the expiration of the Plan was extended to December 31, 2013. The Plan was amended and restated on June 30, 2011, following stockholders’ ratification of the extended expiration date. The Plan was amended as of June 6, 2018, following stockholders’ ratification of a ten-year extension to the expiration date (which now stands at December 31, 2028). Under the Plan, as amended as of June 6, 2018, 995,000 shares of the Company’s common stock were authorized. As of December 31, ~~2024~~2025 and ~~2023~~2024, ~~349~~200,~~148~~951 and ~~441~~349,~~915~~148 shares, respectively, remained available under the plan. The expense recognized under the Plan was immaterial during the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Shares of common stock purchased through the Plan in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 were 92148,~~767~~197, 5092,~~025~~767 and 5150,~~240~~025, respectively.

(7) Major Customers

In ~~2024~~2025, there were three customers that accounted for 1413%, 1312% and 1112%, of the Company’s consolidated sales. In ~~2023~~2024, there were three customers that accounted for 1514%, 1413% and 811%, of the Company’s consolidated sales. In ~~2022~~2023, there were three customers that accounted for 1815%, 1314%, and 8%, of the Company’s consolidated sales.

56The Company primarily sells its products to distributors, buying cooperatives, other co-operative groups and, in certain territories, end users, and extends credit based on an evaluation of the customer’s financial condition. The Company had three significant customers who each accounted for approximately 8%, 5% and 4% of the Company’s receivables as of December 31, 2025. The Company had three significant customers who each accounted for approximately 5%, 3% and 3% of the Company’s receivables as of December 31, 2024. The Company has long-standing relationships with its customers and considers its credit risk associated with its domestic business for accounts receivable to be insignificant.

The Company primarily sells its products to distributors, buying cooperatives, other co-operative groups and, in certain territories, end users, and extends credit based on an evaluation of the customer’s financial condition. The Company had three significant customers who each accounted for approximately 5%, 3% and 3% of the Company’s receivables as of December 31, 2024. The Company had three significant customers who each accounted for approximately 6%, 5% and 3% of the Company’s receivables as of December 31, 2023. The Company has long-standing relationships with its customers and considers its credit risk associated with its domestic business for accounts receivable to be insignificant.52

The Company’s receivables, excluding allowances for expected credit losses, by geography as of December 31, ~~2024~~2025 and ~~2023~~2024 are summarized as follows:

	2024		2023
	2025		2024
Domestic receivables	$	7190,~~794~~530	$	8971,~~315~~794
International receivables		~~107~~81,~~139~~714		~~108~~107,~~761~~139
Total receivables	$	~~178~~172,~~933~~244	$	~~198~~178,~~076~~933

International sales by territory based on customer location for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 were as follows:

2024

2023

2022

2025

2024

2023

South and Central America

~~118~~119,~~159~~047

~~117~~118,~~727~~159

~~124~~117,~~525~~727

Mexico

4843,~~463~~244

4948,~~800~~463

4549,~~995~~800

Asia

3428,~~123~~397

2834,~~071~~123

2628,~~588~~071

Australia & New Zealand

2115,~~687~~718

1921,~~712~~687

19,~~674~~712

Canada

8,~~513~~759

128,~~268~~513

1412,~~860~~268

Africa

51,~~646~~364

35,~~715~~646

83,~~840~~715

Europe

1,~~893~~825

21,~~208~~893

12,~~964~~208

Middle East

~~739~~732

~~1,354~~739

1,~~836~~354

Total international net sales

~~239~~219,~~223~~086

~~234~~239,~~855~~223

~~244~~234,~~282~~855

(8) Product and Business Acquisitions

The Company did not complete any product and business acquisitions during the years ended December 31, 2025 and 2024.

On October 5, 2023, the Company completed the acquisition of all outstanding stock of Punto Verde S.A. Punversa (Punto Verde), a well-established distributor in Guayaquil, Ecuador, to strengthen its product portfolio and market access in the Latin American region. The Company paid cash consideration of $4,492, which was net of cash acquired of $233. The acquisition was accounted for as a business combination and the purchase consideration was allocated as follows:


	Preliminary Allocation at December 31, 2023		Measurement Period Adjustments		Final Allocation
Trade receivables	$	1,883	$	—	$	1,883
Inventory and other current assets		1,330		—		1,330
Property, plant, and equipment		45		90		135
Customer relationships		—		1,300		1,300
Product registrations and product rights		104

Filing Compare · AMERICAN VANGUARD CORP