UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously reported, on April 2, 2025, American Vanguard Corporation (the “Company”) received a notice of noncompliance from the New York Stock Exchange (the “NYSE”) noting that the Company was not in compliance with Section 802.01E of the NYSE Listed Company Manual due to the delayed filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”).
On June 6, 2025, the Company received written notice from NYSE Regulation closing this matter and confirming that the Company had regained compliance with Section 802.01E of the NYSE Listed Company Manual. The notice followed the Company filing the Form 10-K and its Form 10-Q for the fiscal quarter ended March 31, 2025.
| Item 7.01 | Regulation FD Disclosure. |
On June 6, 2025, the Company held its previously announced earnings call regarding its unaudited financial results for the three-month period ended March 31, 2025. A transcript of the earnings call is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, except as shall be set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Transcript of Earnings Call held on June 6, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: June 9, 2025 | ||||||
| By: | /s/ David T. Johnson | |||||
| David T. Johnson | ||||||
| Chief Financial Officer | ||||||
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