AVD · American Vanguard Corp · Insider Trading

Reporting person maintains an indirect interest in these shares insofar as he is Managing Member of Cruiser Capital, which serves as the management company or as investment advisor to, and may be deemed to have shared voting and dispositive power over Common Stock held by, various investment funds (the "Cruiser Funds") and separately managed accounts (the "Cruiser SMAs", together with the Cruiser Funds, the "Cruiser Funds and SMAs") that it advises. Reporting person may be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Cruiser Funds and SMAs and disclaims beneficial ownership of the securities held by the Cruiser Funds and SMAs except to the extent of his pecuniary interest.

The reported sale relates to securities held only by the Cruiser Funds and SMAs and was undertaken for reasons unrelated to the issuer's business, operations or prospects.

Reporting person acquired these shares through participation in issuer's employee stock purchase plan through which, over the course of the six-month period ended June 30, 2026, participants were entitled to apply funds from regular payroll deductions toward the purchase of issuer's common stock at a price equal to 85% of the fair market value of such common stock as measured on January 1, 2026, and June 30, 2026, whichever is lower.

These constitute incentive stock options that vest in their entirety on the third anniversary of the grant date and expire on the tenth anniversary of the grant date.

These constitute incentive stock options that vest in their entirety on the third anniversary of the grant date and expire on the tenth anniversary of the grant date.

These constitute incentive stock options that vest in their entirety on the third anniversary of the grant date and expire on the tenth anniversary of the grant date.

These represent deferred stock units ("DSU") that were awarded as part of the Company's compensation program for non-management directors in connection with the 2026 annual stockholders' meeting. Each DSU constitutes the right to receive one share of the Company's common stock upon settlement (which occurs on the earlier to occur of either (i) when the recipient's service on the Company's is concluded, (ii) a change of control or (iii) the recipient's death). During the remaining term of service, DSUs are nontransferable and carry neither voting nor dividend rights. DSUs are subject to the terms and conditions of the Company's standard form DSU agreement.

These shares were awarded as part of the Company's compensation program for non-management directors in connection with the 2026 annual stockholders' meeting.

These constitute incentive stock options that vest in their entirety on the third anniversary of the grant date and expire on the tenth anniversary of the grant date.

These constitute incentive stock options that vest in their entirety on the third anniversary of the grant date and expire on the tenth anniversary of the grant date.

These constitute incentive stock options that vest in their entirety on the third anniversary of the grant date and expire on the tenth anniversary of the grant date.

These constitute incentive stock options that vest in their entirety on the third anniversary of the grant date and expire on the tenth anniversary of the grant date.

These represent deferred stock units ("DSU") that were awarded as part of the Company's compensation program for non-management directors in connection with the 2026 annual stockholders' meeting. Each DSU constitutes the right to receive one share of the Company's common stock upon settlement (which occurs on the earlier to occur of either (i) when the recipient's service on the Company's board is concluded, (ii) a change of control or (iii) the recipient's death). During the remaining term of service, DSUs are nontransferable and carry neither voting nor dividend rights. DSUs are subject to the terms and conditions of the Company's standard form DSU agreement.

These represent deferred stock units ("DSU") that were awarded as part of the Company's compensation program for non-management directors in connection with the 2026 annual stockholders' meeting. Each DSU constitutes the right to receive one share of the Company's common stock upon settlement (which occurs on the earlier to occur of either (i) when the recipient's service on the Company's board is concluded, (ii) a change of control or (iii) the recipient's death). During the remaining term of service, DSUs are nontransferable and carry neither voting nor dividend rights. DSUs are subject to the terms and conditions of the Company's standard form DSU agreement.

These represent deferred stock units ("DSU") that were awarded as part of the Company's compensation program for non-management directors in connection with the 2026 annual stockholders' meeting. Each DSU constitutes the right to receive one share of the Company's common stock upon settlement (which occurs on the earlier to occur of either (i) when the recipient's service on the Company's board is concluded, (ii) a change of control or (iii) the recipient's death). During the remaining term of service, DSUs are nontransferable and carry neither voting nor dividend rights. DSUs are subject to the terms and conditions of the Company's standard form DSU agreement.

These represent deferred stock units ("DSU") that were awarded as part of the Company's compensation program for non-management directors in connection with the 2026 annual stockholders' meeting. Each DSU constitutes the right to receive one share of the Company's common stock upon settlement (which occurs on the earlier to occur of either (i) when the recipient's service on the Company's board is concluded, (ii) a change of control or (iii) the recipient's death). During the remaining term of service, DSUs are nontransferable and carry neither voting nor dividend rights. DSUs are subject to the terms and conditions of the Company's standard form DSU agreement.

Note 1: These shares were obtained through reporting person's participation in issuer's employee stock purchase plan under the terms of which, through consideration obtained through payroll deductions over a six month period (i.e., July 1, 2025 through December 31, 2025), reporting person purchased issuer's common stock at 85% of the lesser of the fair market value on either a) the first day or b) the of the last day of such six month period.

An investment fund for which Cruiser Capital served as the management company, formed as a limited liability company, distributed its shares to its members on a pro rata basis, for no consideration.

The above-referenced investment fund distributed an aggregate of 231,404 shares. As a member of the investment fund, Cruiser Capital received 13,901 shares pursuant to the distribution, which continue to be reflected in the holdings referenced in this report. So, the amount reflected in Table I as distributed, and no longer shares in which Cruiser Capital has a beneficial or pecuniary interest, was reported as 217,503 shares, to reflect the fact that Cruiser Capital retains a beneficial and pecuniary interest in the 13,901 shares distributed to Cruiser Capital.

Reporting person maintains an indirect interest in these shares insofar as he is Managing Member of Cruiser Capital, which serves as the management company or as investment advisor to, and may be deemed to have shared voting and dispositive power over Common Stock held by, various investment funds (the "Cruiser Funds") and separately managed accounts (the "Cruiser SMAs", together with the Cruiser Funds, the "Cruiser Funds and SMAs") that it advises. Reporting person may be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Cruiser Funds and SMAs and disclaims beneficial ownership of the securities held by the Cruiser Funds and SMAs except to the extent of his pecuniary interest.

Item 1 - These shares constitute a pro-rata distribution from a private investment fund (controlled by Cruiser Capital) in which reporting person is a non-managing member. The distribution was made in connection with the dissolution and winding up of the investment fund, and involved no purchase, sale or payment of any consideration by the reporting person.

These shares constitute a pro-rata distribution from a private investment fund (controlled by Cruiser Capital) in which reporting person is a non-managing member. The distribution was made in connection with the dissolution and winding up of the investment fund, and involved no purchase, sale or payment of any consideration by the reporting person.

Reporting person sold subject shares in order to satisfy an income tax liability.

These represent deferred stock units ("DSU") that were awarded as part of the Company's compensation program for non-management directors in connection with the 2025 annual stockholders' meeting. Each DSU constitutes the right to receive one share of the Company's common stock upon settlement (which occurs when the recipient's service with the Company is concluded). During the remaining term of service, DSUs are nontransferable and carry neither voting nor dividend rights. DSUs are subject to the terms and conditions of the Company's standard form DSU agreement.

These represent deferred stock units ("DSU") that were awarded as part of the Company's compensation program for non-management directors in connection with the 2025 annual stockholders' meeting. Each DSU constitutes the right to receive one share of the Company's common stock upon settlement (which occurs when the recipient's service with the Company is concluded). During the remaining term of service, DSUs are nontransferable and carry neither voting nor dividend rights. DSUs are subject to the terms and conditions of the Company's standard form DSU agreement.

These represent deferred stock units ("DSU") that were awarded as part of the Company's compensation program for non-management directors in connection with the 2025 annual stockholders' meeting. Each DSU constitutes the right to receive one share of the Company's common stock upon settlement (which occurs when the recipient's service with the Company is concluded). During the remaining term of service, DSUs are nontransferable and carry neither voting nor dividend rights. DSUs are subject to the terms and conditions of the Company's standard form DSU agreement.

These shares were awarded as part of the Company's compensation program for non-management directors in connection with the 2025 annual stockholders' meeting.

These shares were awarded as part of the Company's compensation program for non-management directors in connection with the 2025 annual stockholders' meeting.

These shares were awarded as part of the Company's compensation program for non-management directors in connection with the 2025 annual stockholders' meeting.

These represent deferred stock units ("DSU") that were awarded as part of the Company's compensation program for non-management directors in connection with the 2025 annual stockholders' meeting. Each DSU constitutes the right to receive one share of the Company's common stock upon settlement (which occurs when the recipient's service with the Company is concluded). During the remaining term of service, DSUs are nontransferable and carry neither voting nor dividend rights. DSUs are subject to the terms and conditions of the Company's standard form DSU agreement.

These represent deferred stock units ("DSU") that were awarded as part of the Company's compensation program for non-management directors in connection with the 2025 annual stockholders' meeting. Each DSU constitutes the right to receive one share of the Company's common stock upon settlement (which occurs when the recipient's service with the Company is concluded). During the remaining term of service, DSUs are nontransferable and carry neither voting nor dividend rights. DSUs are subject to the terms and conditions of the Company's standard form DSU agreement.

Reporting person sold these shares in order to partially satisfy a tax liability in his home country.

These shares were awarded in connection with reporting person's election to issuer's board of directors effective December 11, 2024 as per the provisions of the registrant's compensation policy for non-management directors.

These comprise an award of time-based restricted stock that vests on equal tranches on each of the first, second, third, fourth, and fifth anniversary of the award date and are subject to forfeiture in the event that reporting person is not continuously employed through each such vesting date for any reason.

These comprise an award of performance-based restricted stock that vests upon the attainment of both (i) continuous employment through his first, third and fifth anniversary of his employment, and (ii) the relative growth of the issuer's total shareholder return as compared with the Russell 2000 as follows: a) 50% of target (i.e., one-third of total award) if the TSR is >= the 25th percentile but < the 50th percentile, b) 100% of the target if the TSR is >= 50th percentile but < the 75th percentile and c) 200% of the target if the TSR is >= the 75th percentile.

These comprise an award of performance-based restricted stock that vests at any time during the five year term in a two step process as follows: x) step one - one-sixth of the total number of shares awarded will vest on each of the dates upon which the fair market value of the issuer's common stock exceeds a) 2X, b) 3X and c) 4X the FMV on the date of the award (i.e., $5.72/share), in each case, for at least 20 consecutive days, and y) step two - one-sixth of the total number of shares awarded will vest twelve months after the occurrence of either clause a), b) or c) above, provided the reporting person remains employed by issuer on such date.

These comprise an award of time-based restricted stock that vests on equal tranches on each of the first, second, third, fourth, and fifth anniversary of the award date and are subject to forfeiture only if reporting person is not continuously employed through each such vesting date due to a termination for cause.

As noted in Footnote 1, Cruiser Capital serves as investment adviser to SMAs. A client of one of the SMAs terminated its investment advisory agreement with Cruiser Capital. As a result, Cruiser Capital no longer has discretionary investment nor voting authority with respect to the 411,398 shares of Common Stock held by such SMA client. There were no buy or sell transactions involved with the termination of the agreement and no buy or sell transactions related to this filing.

On October 21, 2024, the reporting person filed a Form 4 which inadvertently reported that, following the disclosed disposition of shares, the reporting person indirectly held 652,792 shares of common stock. In fact, the shares indirectly held after the disposition were 789,284 shares of common stock.

Cruiser Capital serves as the management company or investment adviser to, and may be deemed to have shared voting and dispositive power over the shares of Common Stock held by, various investment funds (the "Cruiser Funds") and separately managed accounts (the "Cruiser SMAs," together with the Cruiser Funds, the "Cruiser Funds and SMAs") that it advises. Keith Rosenbloom ("Mr. Rosenbloom") is the Managing Member of Cruiser Capital and may be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Cruiser Funds and SMAs. Cruiser Capital and Mr. Rosenbloom each disclaim beneficial ownership of the securities held by the Cruiser Funds and SMAs, except to the extent of its or his pecuniary interest.

Cruiser Capital serves as the management company or as investment advisor to, and may be deemed to have shared voting and dispositive power over Common Stock held by, various investment funds (the "Cruiser Funds") and separately managed accounts (the "Cruiser SMAs", together with the Cruiser Funds, the "Cruiser Funds and SMAs") that it advises. Keith Rosenbloom ("Mr. Rosenbloom") is the Managing Member of Cruiser Capital and may be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Cruiser Funds and SMAs. Cruiser Capital and Mr. Rosenbloom each disclaim beneficial ownership of the securities held by the Cruiser Funds and SMAs except to the extent of its or his pecuniary interest.

These shares were forfeited without consideration to issuer from the award of performance shares made on April 16, 2021 ("Performance Share Award"), based on the degree of performance achieved which took into account the financial performance of issuer versus that of comparator companies.

These shares were forfeited without consideration to issuer from the award of performance shares made on April 16, 2021 ("Performance Share Award"), based on the degree of performance achieved which took into account the financial performance of issuer versus that of comparator companies.

Cruiser Capital serves as the management company or as investment advisor to, and may be deemed to have shared voting and dispositive power over Common Stock held by, various investment funds (the "Cruiser Funds") and separately managed accounts (the "Cruiser SMAs", together with the Cruiser Funds, the "Cruiser Funds and SMAs") that it advises. Keith Rosenbloom ("Mr. Rosenbloom") is the Managing Member of Cruiser Capital and may be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Cruiser Funds and SMAs. Cruiser Capital and Mr. Rosenbloom each disclaim beneficial ownership of the securities held by the Cruiser Funds and SMAs except to the extent of its or his pecuniary interest.

These shares were surrendered as payment of the applicable tax withholding for shares that became vested under the Performance Share Award.

These shares were surrendered as payment of the applicable tax withholding for shares that became vested under the Performance Share Award.

These shares were forfeited without consideration to issuer from the award of performance shares made on April 16, 2021 ("Performance Share Award"), based on the degree of performance achieved which took into account the financial performance of issuer versus that of comparator companies.

These shares were surrendered as payment of the applicable tax withholding for shares that became vested under the Performance Share Award.