Results of Operations · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 8, 2023     AMERICAN VANGUARD CORPORATION (Exact name of registrant as specified in its charter)       Delaware   001-13795   95-2588080 (State or other jurisdiction of incorporation)   Commission File Number   (I.R.S. Employer Identification No.) 4695 MacArthur Court Newport Beach , California 92660 (Address of principal executive offices) Registrant’s telephone number: (949) 260-1200     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:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol   Exchanges on which registered Common Stock, $.10 par value   AVD   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b02 of the Securities Exchange Act of 1934 (§240.12b02 of this chapter). 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.   ☐       Item 2.02 Results of Operations and Financial Condition On May 9, 2023, American Vanguard Corporation (“Registrant”) issued a press release announcing its preliminary, unaudited financial results for the three-month period ended March 31, 2023. The full text of the press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.   Item 8.01 Other Events On May 8, 2023, with respect to that certain Third Amended and Restated Loan Agreement dated as of August 5, 2021 (the “Credit Agreement”), led by BMO Harris, N.A., as successor to Bank of the West, the Lenders (as defined in the Credit Agreement) approved the Fifth Amendment thereto, which both: a) adjusted the Minimum Fixed Charge Coverage Ratio (“FCCR”) downward from 1.25-to-1 to 1-to-1 for the four quarters ending June 30, 2023, and b) granted the Company a waiver with respect to its noncompliance with the FCCR for the quarter ended March 31, 2023, subject to the terms and conditions of such amendment. The noncompliance arose largely from the expense of the Company’s share repurchase activity in 2022, which remains in the calculation of the FCCR on a 12-month trailing basis. The information contained in this Item 8.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.   Item 9.01 Financial Statements and Exhibits. (d) Exhibits   Exhibit 99.1    Press release dated May 9, 2023, of Registrant regarding financial results for the three-month period ended March 31, 2023. 104    Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, American Vanguard Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.       AMERICAN VANGUARD CORPORATION Date: May 10, 2023         By:   /s/ Timothy J. Donnelly       Timothy J. Donnelly       Chief Administrative Officer, General Counsel & Secretary