Item 2.02 Results of Operations and Financial Condition.

UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT~~D.C. 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ~~of Report (Date of earliest event reported): November 10, 2025~~REPORT

~~American~~Pursuant ~~Vanguard~~to ~~Corporation~~Section 13 or 15(d)

~~(Exact name~~ of ~~Registrant~~the asSecurities ~~Specified~~Exchange inAct ~~Its~~of ~~Charter)~~1934

Delaware	001-13795	95-2588080
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
4695 MacArthur Court
Newport Beach, California		92660
(Address of Principal Executive Offices)		(Zip Code)

Date of Report (Date of earliest event reported): March 16, 2026

~~Registrant’s~~ ~~Telephone~~American ~~Number,~~Vanguard ~~Including~~Corporation ~~Area Code: (949) 260-1200~~

(~~Former~~Exact ~~Name~~name orof ~~Former~~Registrant ~~Address,~~as ifSpecified ~~Changed~~in ~~Since~~Its ~~Last Report~~Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Delaware

001-13795

95-2588080

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

4695 MacArthur Court

Newport Beach, California

92660

(Address of Principal Executive Offices)

(Zip Code)

~~☐Soliciting~~Registrant’s ~~material~~Telephone ~~pursuant~~Number, toIncluding ~~Rule~~Area ~~14a-12~~Code: ~~under the Exchange Act~~ (17949) ~~CFR 240.14a~~260-~~12)~~1200

~~☐Pre-commencement~~(Former ~~communications~~Name ~~pursuant~~or toFormer ~~Rule~~Address, ~~14d-2(b)~~if ~~under~~Changed ~~the~~Since ~~Exchange~~Last ~~Act (17 CFR 240.14d-2(b~~Report))

~~☐Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~13e-4(c)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.13e-4(c))~~the following provisions:

~~Securities~~☐ ~~registered~~Written communications pursuant to ~~Section~~Rule ~~12(b)~~425 ofunder the Securities Act: (17 CFR 230.425)

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $.10 par value		AVD		New York Stock Exchange

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 14d-2(~~§ 230.405 of this chapter~~b) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§ 240.~~12b~~14d-2 ~~of this chapter~~(b). )

~~Emerging~~☐ ~~growth~~Pre-commencement ~~company~~communications ☐pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

IfSecurities anregistered ~~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 12(ab) of the ~~Exchange~~ Act~~. ☐~~:

AMERICAN VANGUARD CORPORATION

Date: March 18, 2026

/s/ Timothy J. Donnelly

Timothy J. Donnelly

Chief Information Officer, General Counsel & Secretary


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.10 par value	AVD	New York Stock Exchange

OnIndicate ~~November~~by ~~10,~~check ~~2025,~~mark ~~American~~whether ~~Vanguard~~the ~~Corporation~~registrant ~~(“Registrant”~~is oran ~~the~~emerging ~~“Company”)~~growth ~~issued~~company aas ~~press~~defined ~~release~~in ~~announcing~~Rule ~~its~~405 ~~unaudited~~of ~~financial~~the ~~results~~Securities ~~for~~Act ~~the~~of ~~three-month~~1933 ~~period~~(§ 230.405 ~~ended~~of ~~September~~this ~~30,~~chapter) ~~2025.~~or ~~The~~Rule ~~full~~12b-2 ~~text~~ of the ~~press~~Securities ~~release~~Exchange isAct ~~linked~~of ~~hereto~~1934 ~~as Exhibit 99~~(§ 240.112b-2 ~~and~~of isthis ~~incorporated herein by reference~~chapter).

~~Also~~Emerging ongrowth ~~November~~company 10, 2025, the Company held its previously announced earnings call regarding its unaudited financial results for the three- and nine-month periods ended September 30, 2025. A transcript of the earnings call is attached hereto as Exhibit 99.2 and is incorporated herein by reference.☐

~~Item~~If ~~7.01~~an ~~Regulation~~emerging FDgrowth ~~Disclosure~~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. ☐

InItem 2.02 ~~the~~Results ~~Company’s press release dated March 14, 2025, the Company disclosed preliminary Adjusted EBITDA (as defined below) for the full year ended December 31, 2024~~ of ~~approximately~~Operations ~~$42~~and ~~million.~~Financial ~~In connection with finalizing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company concluded that its Adjusted EBITDA for the period was $39~~Condition.1 ~~million.~~

~~The~~On ~~Company defines EBITDA as net income or net income attributable to the Company~~March 16, ~~adjusted for non-controlling interests~~2026, ~~depreciation~~American ~~and~~Vanguard ~~amortization,~~Corporation ~~provision~~(the ~~for income taxes and interest expense. The~~ “Company”) ~~defines~~issued ~~Adjusted~~a ~~EBITDA~~press asrelease ~~EBITDA~~announcing asits ~~further~~financial ~~adjusted~~results for ~~certain items management believes are not reflective of~~ the ~~underlying~~three- ~~operations of our business, including but not limited to the exclusion of charges that are considered by management to be unusual~~ and ~~not~~twelve-month ~~representative~~periods ofended ~~the~~December 31, ~~company’s underlying performance and future prospects~~2025. InThe ~~2024~~full ~~that~~text ~~included~~of ~~non-recurring expenses and~~ the ~~profit~~press onrelease ~~sale~~is oflinked anhereto ~~asset~~as ~~that~~Exhibit ~~was not held for sale~~99.1 ~~The~~and ~~resulting Adjusted EBITDA measure~~ is ~~exactly~~incorporated ~~aligned~~herein ~~with~~by ~~the Company’s metric for its current credit facility agreement~~reference.

~~The~~Also ~~Company~~on uses Adjusted EBITDA to assess the operating results and effectiveness and efficiency of its business. The Company presents this non-GAAP financial measure because it believes that investors consider Adjusted EBITDA to be an important supplemental measure of performanceMarch 16, ~~and that this measure is frequently used by securities analysts~~2026, ~~investors and other interested parties in~~ the ~~evaluation of companies in the industry. As the~~ Company ~~continues~~held ~~to work through~~ its ~~transformation~~previously ~~efforts,~~announced ~~management~~earnings ~~believes~~call ~~that~~regarding ~~presenting~~its ~~Adjusted~~financial ~~EBITDA~~results ~~provides~~for ~~an effective comparison between~~ the ~~Company~~three- and ~~its industry peers. Non~~twelve-~~GAAP~~month ~~financial~~periods ~~measures~~ended asDecember 31, ~~reported~~2025. byA ~~the~~transcript ~~Company~~of ~~may not be comparable to similarly titled metrics reported by other companies and may not be calculated in~~ the ~~same~~earnings ~~manner.~~call ~~These~~is ~~measures~~attached ~~have~~hereto ~~limitations~~ as ~~analytical~~Exhibit ~~tools,~~99.2 and ~~you~~is ~~should~~incorporated ~~not~~herein ~~consider~~by ~~them in isolation or as substitutes for analysis of our results as reported under GAAP~~reference.

~~For~~The ainformation ~~reconciliation~~furnished under Item 2.02 and Item 9.01 of ~~the~~this ~~Company’s~~Current ~~net~~Report ~~income~~on ~~(loss)~~Form 8-K, including Exhibit 99.1 and 99.2 to ~~Adjusted~~this ~~EBITDA~~Current Report on Form 8-K, shall not be deemed “filed” for purposes of the ~~three~~Securities ~~and~~Exchange ~~nine~~Act ~~months~~of ~~ended~~1934, ~~September~~as 30amended (the “Exchange Act”), ~~2025~~or ~~and~~otherwise ~~2024~~subject to liabilities under that Section, ~~see~~nor ~~Exhibit~~shall ~~99.1. The~~it ~~following~~be ~~table~~deemed ~~sets~~incorporated ~~forth~~by areference ~~reconciliation~~in any registration statement or other filings of the Company’s ~~net~~under ~~income~~the ~~(loss)~~Securities toAct ~~Adjusted~~of ~~EBITDA~~1933, ~~for~~as ~~the~~amended, ~~years~~or ~~ended~~into ~~December~~another 31filing under the Exchange Act, ~~2024~~except ~~and~~as ~~2023:~~shall be set forth by specific reference in such filing.

~~(In~~Item 9.01 ~~thousands)~~Financial Statements and Exhibits.

The information included in this Current Report on Form 8-K (including Exhibit 99.1 and 99.2 hereto) that is furnished pursuant to this Item 2.02 above and this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, the information included in this Current Report on Form 8-K (including Exhibit 99.1 and 99.2 hereto) that is furnished pursuant to this Item 2.02 above and this Item 7.01 shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.


Exhibit No.		Description

99.1		Press Release dated March 16, 2026 of Registrant regarding financial results for the three and twelve-month periods ended December 31, 2025

99.2		Transcript of earnings call held March 16, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item~~SIGNATURES ~~9.01 Financial Statements and Exhibits.~~

Exhibit No.		Description
99.1		Press Release dated November 10, 2025 of Registrant regarding financial results for the three month period ended September 30, 2025
99.2		Transcript of earnings call held November 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			AMERICAN VANGUARD CORPORATION
Date:	November 12, 2025	By:	/s/ Timothy J. Donnelly
			Timothy J. DonnellyChief Information Officer, General Counsel & Secretary

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