AMERICAN VANGUARD CORP

Current report

Continued military activity in the Middle East has significantly increased fuel and freight costs domestically. The interruption of shipping lanes and the attendant interference with the supply of oil from the Middle East arising from regional military activity has significantly increased fuel prices and, consequentially, freight costs for the Company particularly with respect to liquid products that are shipped in bulk. These increases have eroded the Company’s profit margin in a number of products. There is no guarantee that the geopolitical situation giving rise to these increased costs will end any time soon. Nor is there any guarantee that the Company, through price increases or other measures, will be able to return to higher profit margins for these products. In short, it is possible that, if these conditions persist, the Company’s earnings could continue to be adversely affected.

Current report

The Company’s ability to remain in compliance with the leverage covenant under its 1L Term Loan depends on generating significant adjusted EBITDA during the fourth quarter of 2026. Historically, the fourth quarter has been an important period for the Company’s annual results. In light of the Company’s financial performance through the first nine months of 2026, remaining in compliance with this covenant will require the Company to generate significant adjusted EBITDA during the fourth quarter. There can be no assurance that the Company will generate adjusted EBITDA sufficient to remain in compliance with this covenant. Further, any noncompliance under the 1L Term Loan could have a material adverse effect on the Company’s liquidity, financial condition and results of operations.

Current report

If we fail to satisfy the continued listing standards of the New York Stock Exchange, our Common Stock could be delisted. Our Common Stock is listed on the New York Stock Exchange under the symbol “AVD.” To maintain that listing, we must satisfy the NYSE’s continued listing standards, which include, among other things, a minimum average closing share price. The market price of our Common Stock may be affected by, among other things, our recent net losses, significant leverage and weakness in the agricultural economy. If we fail to satisfy any of the listing standards, the NYSE could begin suspension and delisting procedures. A delisting could reduce the liquidity and market price of our Common Stock, impair our ability to raise equity capital and adversely affect our reputation with customers, suppliers and employees. Any of these could adversely affect our business and the value of our Common Stock.

Previous report

The war between the US and Iran coupled with instability among other nations within the Middle East may have an adverse effect upon the agricultural economy in general and the Company’s financial performance in particular. Military activity in and near Iran and the consequent blockade of the Strait of Hormuz are interfering with international shipping lanes for oil, fertilizer and other products which, in turn, are increasing grower costs. In addition, these activities could lead to counterterrorism and/or counterattacks that could put US persons and assets at risk. These factors are likely to further constrain grower liquidity and profitability, to affect growers’ procurement practices and lead to a reduction in demand for the Company’s products. There is no guarantee that the war will end any time soon or that the terms of its cessation will restore shipping lanes to pre-blockade status. In short, these factors could have a material adverse impact on the Company’s operations and/or financial performance.