Financial Analysis

(8) Product and Business Acquisitions The Company did not complete any product and business acquisitions during the years ended December 31, 2025 and 2024. On October 5, 2023, the Company completed the acquisition of all outstanding stock of Punto Verde S.A. Punversa (Punto Verde), a well-established distributor in Guayaquil, Ecuador, to strengthen its product portfolio and market access in the Latin American region. The Company paid cash consideration of $4,492, which was net of cash acquired of $233. The acquisition was accounted for as a business combination and the purchase consideration was allocated as follows: Preliminary Allocation at December 31, 2023 Measurement Period Adjustments Final Allocation Trade receivables $ 1,883 $ $ 1,883 Inventory and other current assets 1,330 1,330 Property, plant, and equipment 45 90 135 Customer relationships 1,300 1,300 Product registrations and product rights 104 396 500 Goodwill 2,949 (1,339 ) 1,610 Liabilities assumed (1,819 ) (447 ) (2,266 ) Total $ 4,492 $ $ 4,492 Liabilities assumed include liabilities of $447 related to income tax matters. Goodwill is not expected to be deductible for income tax purposes. The operating results of Punto Verde have been included in the Companys consolidated statements of operations from the date of acquisition. Pro-forma financial information is not included herein as the pro-forma impact of the acquisition is not material. …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

(10) Commitments Our minimum commitments under our take-or-pay purchase obligations associated with the sourcing of materials total approximately $7,800 as of December 31, 2025. Since the majority of our minimum obligations under these contracts are over the length of the contract on a year-by-year basis, the Company is unable to determine the periods in which these obligations could be payable under these contracts. However, the Company intends to fulfill the obligations associated with these contracts through its purchases during the normal course of business.

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Selective enterprise information of sales disaggregated by category and geographic region is as follows: 2025 2024 2023 Net sales: U.S. crop $ 221,391 $ 228,327 $ 269,229 U.S. non-crop 90,290 82,400 75,287 Total U.S. 311,681 310,727 344,516 International 203,433 236,579 234,855 Total net sales $ 515,114 $ 547,306 $ 579,371

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(11) Equity Plan Awards Under the Companys Equity Incentive Plan of 1993, as amended (the Plan), all employees are eligible to receive non-assignable and non-transferable restricted stock, options to purchase common stock, and other forms of equity. As of December 31, 2025, the number of securities remaining available for future issuance under the Plan is 1,331,761. The below tables illustrate the Companys stock-based compensation, unamortized stock-based compensation, and remaining weighted average period for the years ended December 31, 2025, 2024 and 2023. This projected expense will change if any stock options and restricted stock are granted or cancelled prior to the respective reporting periods, or if there are any changes required to be made for estimated forfeitures. Stock-Based Compensation Unamortized Stock-Based Compensation Remaining Weighted Average Period (years) December 31, 2025 Options $ 229 $ 274 1.1 Restricted Stock 1,223 931 2.5 Unrestricted Stock 597 233 0.4 Performance-Based Restricted Stock (33 ) 278 2.3 Total $ 2,016 $ 1,716 December 31, 2024 Options $ 314 $ 686 2.1 Restricted Stock 2,499 2,595 2.1 Unrestricted Stock 596 270 0.4 Performance-Based Restricted Stock 1,003 909 2.0 Total $ 4,412 $ 4,460 December 31, 2023 Restricted Stock $ 4,830 $ 6,593 1.8 Unrestricted Stock 520 217 0.4 Performance-Based Restricted Stock 788 2,500 1.8 Total $ 6,138 $ 9,310 Restricted and Unrestricted Stock A summary of nonvested restricted and unrestricted stock is present …

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(9) Intangible Assets and Goodwill The following schedule represents intangible assets recognized in connection with product acquisitions (See Note 1 for the Companys accounting policy regarding intangible assets): Amount Intangible assets at January 1, 2023 $ 184,664 Additions during fiscal 2023 941 Impact of movement in exchange rates 177 Amortization expense (13,274 ) Intangible assets at December 31, 2023 172,508 Measurement period adjustment 1,696 Additions during fiscal 2024 418 Impact of movement in exchange rates (1,441 ) Amortization expense (13,339 ) Asset impairment (9,345 ) Intangible assets at December 31, 2024 150,497 Additions during fiscal 2025 1,280 Impact of movement in exchange rates 894 Amortization expense (12,123 ) Asset impairment (1,802 ) Intangible assets at December 31, 2025 $ 138,746 Goodwill at January 1, 2023 $ 47,010 Additions during fiscal 2023 2,949 Impact of movement in exchange rates 1,240 Goodwill at December 31, 2023 51,199 Measurement period adjustment (1,339 ) Impact of movement in exchange rates (3,110 ) Goodwill impairment (27,049 ) Goodwill at December 31, 2024 19,701 Impact of movement in exchange rates 1,339 Goodwill impairment (21,040 ) Goodwill at December 31, 2025 $ The Company recorded intangible asset impairment charges related to its Diflubenzuron and PCNB products in the amount of $1,802 during the year ended December 31, 2025. During the year ended December 31, 2024, the Company recorded impairment charges related to its SIMP …

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(4) Income Taxes The provision for income taxes are: 2025 2024 2023 Current: Federal $ (367 ) $ (1,131 ) $ 8,038 State 6 (271 ) 1,211 Foreign 4,445 5,629 3,238 4,084 4,227 12,487 Deferred: Federal (352 ) 783 (6,263 ) State 99 1,208 (1,029 ) Foreign (1,152 ) (336 ) (2,417 ) (1,405 ) 1,655 (9,709 ) Total $ 2,679 $ 5,882 $ 2,778 The table below provides the updated requirements of ASU 2023-09 for 2025. Total income tax expense differed from the amounts computed by applying the U.S. Federal income tax rate of 21.0% to income before income tax expense, as a result of the following: 2025 Amount Percentage Computed tax expense at statutory federal rates (9,912 ) 21.0 % Increase (decrease) in taxes resulting from: State taxes, net of federal income tax benefit (1) 115 -0.2 % Foreign tax effects: Panama Other (518 ) 1.1 % Nicaragua Change in Valuation Allowance 845 -1.8 % Other 181 -0.4 % Brazil Foreign Rate Differential (1,139 ) 2.4 % Goodwill Impairment 2,882 -6.1 % Other 142 -0.3 % Australia Goodwill Impairment 700 -1.5 % Other (59 ) 0.1 % Costa Rica Foreign Rate Differential (858 ) 1.8 % Goodwill Impairment 2,809 -6.0 % Other 88 -0.2 % Other foreign jurisdictions 512 -1.1 % Effect of cross-border tax laws: Subpart F Income 648 -1.4 % Tax credits Research and development (R&D) credits (171 ) 0.4 % Changes in valuation allowance 5,463 -11.6 % Nontaxable or nondeductible items: Equity compensation 573 -1.2 % Other 362 -0.8 % Changes in unrecognized tax benefits (115 ) 0.2 % Other …

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(5) Litigation and Environmental The Company records a liability on its consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount can be reasonably estimated. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. The Company recognizes legal expenses in connection with loss contingencies as incurred. Department of Justice and Environmental Protection Agency Investigation . On October 25, 2024, the U.S. District Court for the Southern District of Alabama approved, and entered a plea agreement pursuant to which the Company had entered a plea of guilty to one count of transporting hazardous waste without a waste manifest. This matter arose from the reimportation of used, substantially empty containers in 2014. Under the terms of the plea agreement, the Company paid a fine and entered into a three-year probation during which it will be subject to an environmental compliance plan, the form of which is currently before the court for its approval. DBCP Cases Over the course of the past 30 years, AMVAC and/or the Company have been named or otherwise implicated in a number of lawsuits concerning injuries allegedly arising from either contamination of water supplies or personal exposure to 1, 2-dibromo-3-chloropropane (DBCP ). DBCP was manufactured by several chemical companies, including Dow Chemical Company, Shell Oil Company and AMVA …

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(3) Long-Term Debt Long-term debt of the Company at December 31, 2025 and 2024 is summarized as follows: 2025 2024 Senior credit facility $ 174,000 $ 147,332 Less deferred loan fees (3,015 ) (1,532 ) $ 170,985 $ 145,800 The Company and certain of its affiliates were parties to a senior credit facility agreement entitled the Third Amended and Restated Loan and Security Agreement dated as of August 5, 2021 (the Credit Agreement), which is a senior secured lending facility among AMVAC, the Companys principal operating subsidiary, as Agent (including the Company and AMVAC BV), as Borrowers, on the one hand, and a group of commercial lenders led by BMO Bank, N.A. (formerly Bank of the West) as administrative agent, documentation agent, syndication agent, collateral agent and sole lead arranger, on the other hand. The Credit Agreement initially consisted of a line of credit of up to $275,000, an accordion feature of up to $150,000, a letter of credit and swingline sub-facility (each having limits of $25,000) and had a maturity date of August 5, 2026. The Credit Agreement has underwent twelve amendments since 2021. Under the Credit Agreement, revolving loans bore interest at a variable rate based, at borrowers election with proper notice, on either (i) SOFR plus 0.1% per annum and the Applicable Margin or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month SOFR Rate plus 1.10%, plus, in the case of (x), (y) or (z), the Applicable …

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Recently Adopted Accounting Guidance In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The Company adopted this ASU on a prospective basis effective January 1, 2025. Refer to Note 4. Recently Issued Accounting Guidance In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. For public business entities, ASU 2024-03, as clarified by ASU 2025-01, is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements. In July 2025, the FASB issued ASU No. 2025-05, Finan …

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(16) Segment Information The Company operates as a single operating segment, which is the business of developing, manufacturing and distributing chemical, biological and biorational products for agricultural, commercial and consumer uses. The Company synthesizes and formulates chemicals and ferments and extracts microbial products for crops, turf, ornamental plants, and human and animal health protection. The Companys CODM is the Chief Executive Officer, who manages the Companys operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. The financial information reviewed by the CODM includes revenue by product line and region, and key expense categories that are regularly provided for the consolidated company. AMERICAN VANGUARD CORPORATION The accounting policies of the Companys single operating segment are the same as those described in the summary of significant accounting policies. Although there are other measures of operating performance used by the CODM, the Company concluded that consolidated operating (loss) income is the measure required to be disclosed as the segment measure of profit or loss. Operating (loss) income is utilized to evaluate to monitor budget versus actual results in order to gain more depth and understanding of the factors driving the business. When evaluating the Companys financial performance, the following table sets forth significant expense categories regularly provided to t …

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(1) Description of Business and Summary of Significant Accounting Policies American Vanguard Corporation (the Company or AVD) is primarily a specialty solutions manufacturer that develops and markets safe synthetic, biological and biorational products for agricultural, commercial and consumer uses. The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Companys Chief Executive Officer is the Chief Operating Decision Maker (CODM), and the Company operates within a single operating and reportable segment. The Companys CODM makes strategic decisions based on the Companys consolidated financial statements, and market opportunities and synergies across the entire organization. Therefore, the Companys CODM allocates resources and assesses financial performance on a consolidated basis. All U.S. Dollar amounts reflected in the notes to the consolidated financial statements are presented in thousands, except per share data. Transformation Transformation expenses on the consolidated statements of operations include costs related to the Companys digital and structural transformation project. The digital transformation effort is intended to ensure that business process owners have access to current and complete data that has been generated through standardized systems and processes. The structural transformation effort is intended to improve operating …

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(17) Subsequent event On March 13, 2026, Management approved a plan to substantially reduce the production activities at its manufacturing facility in Los Angeles and transfer these production activities to its Axis or Marsing facilities as part of its broader transformation plan to reduce production overcapacities and related operating costs. This transfer is expected to be completed by the second quarter of 2026. The Company estimates that in connection with the plant reduction, it will incur one-time pre-tax charges of approximately $8,000 to $10,000, which includes approximately $4,000 in non-cash asset impairments, $2,000 in waste disposal costs, and $2,000 to $4,000 in other costs.

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