Form 8-K
8-K — AMERICAN VANGUARD CORP
Accession: 0001193125-26-409777
Filed: 2026-10-01
Period: 2026-10-01
CIK: 0000005981
SIC: 2870 (AGRICULTURE CHEMICALS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d197526d8k.htm (Primary)
EX-99.1 (d197526dex991.htm)
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8-K
8-K (Primary)
Filename: d197526d8k.htm · Sequence: 1
8-K
AMERICAN VANGUARD CORP false 0000005981 0000005981 2026-10-01 2026-10-01
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): October 1, 2026
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.)
15440 Laguna Canyon Road, Suite 100
Irvine, California 92618
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (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 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 1, 2026, the board of directors (the “Board”) of American Vanguard Corporation (“Registrant” or the “Company”) appointed Matthew Horwath, age 43, to the position of Chief Financial Officer following the completion of an executive search, effective October 1, 2026 (the “Effective Date”).
Over the prior five years, Mr. Horwath worked as Chief Financial Officer for Kustom US, Inc. (“Kustom”), a privately held property and disaster restoration services company operating in over 30 locations across the U.S. (from January to June 2026) and, from May 2018 through December 2025, he worked in positions of increasing responsibility, most recently Chief Financial Officer, for FARO Technologies (Nasdaq: FARO) (“Faro”), a $350M global technology solution provider. Faro was acquired by AMETEK, Inc. in July 2025. Among his responsibilities at Faro, Mr. Horwath oversaw systems, process and reporting; global finance, mergers and acquisitions, capital markets and corporate finance.
Neither Kustom nor Faro is a parent, subsidiary or affiliate of Registrant. Over the past five years, Mr. Horwath has not held any directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940. Mr. Horwath has no family relationships with any director, executive officer or person nominated to become a director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which he was selected as an officer of the Company. Further, since the beginning of Registrant’s last fiscal year, Mr. Horwath neither was, nor was to be, a participant in any transaction or currently proposed transaction, in which the amount involved exceeded $120,000 and in which any related person had or will have a direct or indirect material interest.
In connection with this appointment, the Compensation Committee of the Board (the “Committee”) approved that the material terms of Mr. Horwath’s compensation as follows: annual base salary of $450,000; target annual bonus of 60% of base salary; a relocation bonus of $6,667 per month and a travel allowance bonus of $10,000 per month (each paid over 15 months); and the grant of an option to purchase 150,000 shares of the Company’s common stock and an award of 100,000 restricted shares of the Company’s common stock (each vesting evenly on the first, second and third anniversaries of Mr. Horwath’s start date).
Also on October 1, 2026, David Johnson ceased serving as the Company’s Chief Financial Officer and was appointed to the position of Chief Accounting Officer. In connection with these changes, the Committee approved a transition agreement for Mr. Johnson that provides for him to serve as Chief Accounting Officer through the last day of the month in which the Company files its annual report on Form 10-K for its 2026 fiscal year (expected to be in March 2027) and for his employment with the Company to continue thereafter in a non-executive position through September 30, 2027 with a base salary of $20,834 per month. The transition agreement provides that if his employment has not previously terminated, it will terminate automatically on September 30, 2027.
Upon the termination of Mr. Johnson’s employment on September 30, 2027, or any earlier termination of his employment by the Company without “cause” or by Mr. Johnson for “good reason” (as such terms are defined in the Company’s Severance Pay Plan for Senior Executive Employees (the “Executive Severance Plan”)), and subject to his providing a release of claims to the Company, he will be entitled to the severance benefits provided in the Executive Severance Plan. Such benefits include cash severance equal to 1.5 times the sum of his annual base salary as of the Effective Date and his average annual cash incentive compensation for the Company’s last three complete fiscal years before the year in which his termination occurs (payable in installments over 18 months following his termination or, if shorter, through the end of the year following the year in which his termination date occurs), continued coverage under the Company’s group health plan at the same cost as active employees for 18 months after his termination date, accelerated vesting of his outstanding Company equity awards (with the acceleration of performance-based awards to be based on target performance), and outplacement benefits of up to $10,000.
Item 7.01
Regulation FD Disclosure
On October 1, 2026, the Company issued a press release in which it announced its appointment of Matthew Horwath to the position of Chief Financial Officer, effective October 1, 2026. The full text of the press release is linked hereto as Exhibit 99.1 and is hereby incorporated by reference.
The information furnished under Item 7.01 (and the related exhibit under 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
Press release dated October 1, 2026, of Registrant regarding the appointment of Matthew Horwath to the position of Chief Financial Officer.
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 hereunto duly authorized.
AMERICAN VANGUARD CORPORATION
Date: October 1, 2026
By:
/s/ Timothy J. Donnelly
Timothy J. Donnelly
Chief Legal Officer, General Counsel & Secretary
EX-99.1
EX-99.1
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EX-99.1
Exhibit 99.1
American Vanguard Corporation (AVD) Announces CFO Transition
Irvine, CA | October 1, 2026 — American Vanguard Corporation (NYSE: AVD), a diversified specialty and agricultural products
company that develops, manufactures, and markets solutions for crop protection and nutrition, turf and ornamental management and commercial pest control, today announced a transition in the Chief Financial Officer (CFO) role. Matt Horwath will join
American Vanguard on October 1, 2026 as Chief Financial Officer, succeeding David Johnson as part of a planned leadership transition.
“I am
excited to join American Vanguard at such a pivotal time. American Vanguard has a strong portfolio, a differentiated product pipeline and a clear path to improved performance, and I see a significant opportunity to build on that foundation,”
said Horwath. “I look forward to working with Dak, the Board, and the rest of executive team focusing on financial discipline, capital allocation, operational performance and the company’s strategic priorities to drive disciplined growth
and long-term value for shareholders.”
Dak Kaye, CEO of American Vanguard, stated “I am excited to add Matt to our team, adding his
experience and strengths to an already strong finance organization at an important time for American Vanguard. He brings public company CFO experience and a record of value creation that will help us execute on our initiative to reorganize, refocus
and invigorate our efforts across the company,” Mr. Kaye continued, “For 18 years, David has been a steady and trusted leader of our finance organization, helping guide American Vanguard through a period of significant growth and
global expansion, including acquisitions across Latin America, Australia, and the biologicals space, and most recently, securing long-term financing that supports our transformation.”
Matt Horwath brings nearly 20 years of finance, accounting and public company leadership experience. Most recently, Horwath served as Chief Financial Officer
of Kustom US, Inc. Previously, he was Senior Vice President and Chief Financial Officer of FARO Technologies, Inc., where he helped lead a strategic transformation that strengthened financial performance and ultimately led to its successful
acquisition by AMETEK, Inc. in 2025. He also advanced FARO’s capital allocation framework, strengthened financial planning and forecasting, and drove greater discipline around investment decisions and resource allocation across the business.
Earlier in his career, Horwath was an audit manager at Ernst & Young LLP, serving publicly traded clients. He is a Certified Public Accountant and holds a Master of Accountancy from the University of North Florida and a Bachelor of Business
Administration in Accounting from the University of Central Florida.
Mr. Horwath will succeed AVD’s current CFO, David Johnson, as part of a
planned leadership transition. As part of the transition plan, David will continue to assist the Company as Chief Accounting Officer, and serve in that role until March 2027, after which he will continue employment with American Vanguard in a non-executive position until September 2027.
About American Vanguard
American Vanguard Corporation is a diversified specialty and agriculture products company that develops and markets products for crop protection and
management, turf and ornamentals management, and public health. Over the past 20 years, through product and business acquisitions, the Company has significantly expanded its operations and now has more than 1,000 product registrations worldwide. To
learn more about the Company, please reference www.american-vanguard.com.
The Company, from time to time, may discuss forward-looking information.
Except for the historical information contained in this release the matters set forth in this press release may include forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or
current facts. Forward looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,”
“forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,”
“would,” or “could.” These forward-looking statements are based on the current expectations and estimates by the Company’s management and are subject to various risks and uncertainties that may cause results to differ
from management’s current expectations. Such factors include risks detailed from time-to-time in the Company’s SEC reports and filings. All forward-looking
statements, if any, in this release represent the Company’s judgment as of the date of this release. The company disclaims any intent or obligation to update these forward-looking statements.
Investor Contact:
Robert Winters
Alpha IR Group
AVD@alpha-ir.com
(312) 445-2870
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