What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-04-08 compared with 2025-04-14 · 73 added, 62 removed, 366 unchanged (27% of the section changed)

2 unchanged sentences

Virco was incorporated in California in February 1950 and reincorporated in Delaware in April 1984.

Virco started as a local manufacturer of chairs and desks for Los Angeles-area schools, and over the years has become the largest manufacturer and supplier of moveable educational furniture and equipment for the preschool through 12th grade market in the United States.

Virco started as a local manufacturer of chairs and desks for Los Angeles area schools, and over the years has become the largest manufacturer and supplier of movable educational furniture and equipment for the preschool through 12th grade market in the United States.

As the market for school furniture has evolved, the Company has developed significant selling and service capabilities.

2 unchanged sentences

The Company manufactures a wide assortment of products offering the breadth and depth to furnish all areas of a campus, including mobile tables, mobile storage equipment, student and teacher desks, technology tables, 4-leg and mobile chairs and stools, activity tables, folding chairs and folding tables.

Virco has worked with accomplished designers - such as Peter Glass and Bob Mills - to develop additional products for contemporary applications.

Virco has worked with accomplished designers - such as Peter Glass and Bob Mills - to develop additional products for contemporary

applications.

These include the best-selling ZUMA Series;

14 unchanged sentences

this facility includes our corporate headquarters, West Coast showroom, and our West Coast distribution operations.

In the 2nd quarter of fiscal 2025, the Company executed a five-year extension of this lease expiring in September 30, 2030.

In the second quarter of fiscal 2025, the Company executed a five-year extension of this lease expiring on September 30, 2030.

To complement our Torrance-based operations, Virco owns three manufacturing and distribution facilities in Conway, Arkansas.

The primary facility is located on 100 acres of land in Conway, Arkansas, containing 1.2 million square feet of manufacturing, warehousing, distribution, and office space.

The primary facility is located on 100 acres of land in Conway, containing 1.2 million sq.

of manufacturing, warehousing, distribution, and office space.

With high-density storage systems, 70 dock doors dedicated to outbound freight, and substantial yard capacity to store and stage trailers, this facility supports Virco's ability to handle increased sales during our peak summer delivery season and enhances the efficiency with which orders are filled.

14 unchanged sentences

Virco has continued to innovate around its line of Healthy Movement furniture with flexible seating that takes movement and choice to a new level.

The Room to Move ("R2M") Collection, introduced in fiscal 2018, is based on the idea that today’s classrooms are active, dynamic places where students are often given room to move - empowering them with choices of where to sit, how to sit and even when to sit.

The Room to Move ® collection is based on the idea that today’s classrooms are active, dynamic places where students are often given room to move - empowering them with choices of where to sit, how to sit and even when to sit.

The Floor Rocker (available in Analogy, Sage, and ZUMA styles) provides a safe, durable, and ergonomic option for floor seating.

The Choose to Move ("C2M") 4-Leg Chair, winner of the EDspaces Innovation in Seating Award and the A4LE LearningSCAPES Industry Partner Award, offers an empowering new twist on flexible seating with a patented mode selector that allows the same chair to easily transform from fixed to active seating.

Like the C2M chair, the R2M Mobile Task Chair offers movement in all directions - front-to-back and side-to-side - as well as the mobility and adjustability of a task chair.

Like the C2M chair, the Room to Move ® Mobile Task Chair offers movement in all directions - front-to-back and side-to-side - as well as the mobility and adjustability of a task chair.

All these products enable healthy movement and flexibility in the classroom while blending with existing Virco furniture.

Given the success of our R2M products, we continue to support the collection with additions such as the Sage Floor Rocker with a padded seat which adds additional comfort and design appeal to the Virco Floor Rocker line.

Our newest addition, the R2M Series Sit-to-Stand Workstation, adjusts up and down with a pneumatic height adjustment lever, easily transitioning from a sitting to standing position.

Given the success of our Room to Move ® products, we continue to support the collection with additions such as the Sage Floor Rocker with a padded seat which adds additional comfort and design appeal to the Virco Floor Rocker line.

One of our newer additions, the Room to Move ® series Sit-to-Stand Workstation, adjusts up and down with a pneumatic height adjustment lever, easily transitioning from a sitting to standing position.

Available in 3 styles - including Rectangle, Wedge, and Corner – along with multiple storage accessories, these mobile workstations open the classroom to new possibilities.

Joining our Room to Move ® collection this year is our Room to Store product line.

Room to Store boxes are sleek, modern and multifunctional storage solutions that can be used standalone or added to select workstations and tables to expand their usage.

Virco’s 4000 and 5000 Series collaborative activity tables continue to fill the need for active, flexible spaces now offering expanded shapes, sizes and adjustable heights as well as a Floor Table Conversion Kit for the 4000 Series tables.

3 unchanged sentences

Understanding that collaboration and engagement take place beyond the walls of a classroom, Virco introduced the Plateau Series Media Tables.

With collaborative environments in mind, these tables were designed to bring groups of people together in schools and the workplace.

These media tables features a TV mount for screens and built-in USB and Power Ports, students and colleagues can easily exchange ideas and share content.

With collaborative environments in mind, these tables were designed to bring groups of people together in

schools and the workplace.

These media tables feature a TV mount for screens and built-in USB and power ports so students and colleagues can easily exchange ideas and share content.

The Plateau Series was also expanded to include more popular shapes and additional leg options including stand-up, low legs, and casters to broaden height ranges and mobility.

Our newest collection, the Topaz Series®, was designed by Peter Glass and Bob Mills with teachers in mind.

The Topaz Series® was designed by Peter Glass and Bob Mills with teachers in mind.

Combining sleek design with intelligent functionality to support modern learning environments, the collection offers a full classroom line that includes a teacher desk and accessory table, classroom cart, mobile bookcases, mobile storage, and two new sit-to-stand workstations ideal for both teachers and students.

As of January 31, 2025, the Company employed approximately 810 full-time employees, manufacturing its products in 1.1 million square feet of fabrication facilities and 1.2 million square feet of assembly and warehousing facilities in Torrance, California and Conway, Arkansas.

To further provide options for the entire campus, Virco introduced a line of outdoor furniture which features a variety of benches and tables, including ADA compliant models, in nine vibrant colors.

These tables are ideal for schools, parks, playgrounds, campgrounds and other public spaces.

As of January 31, 2026, the Company employed approximately 731 full-time employees, manufacturing its products in 1.1 million sq.

of fabrication facilities and 1.2 million sq.

of assembly and warehousing facilities in Torrance, California and Conway, Arkansas, respectively.

Subsequent to the dot com bust in early 2000 and again following the recession in 2008-2009, due to budgetary constraints, many schools reduced or eliminated central warehouses, janitorial services, and professional purchasing functions.

21 unchanged sentences

Virco's sales force is supported by a project management team which includes field-based project specialists, in-house interior designers, project management specialists, purchasing specialists, and field service supervisors.

The project management team and the sales force utilize the Company's proprietary PlanSCAPE® software in conjunction with Building Information Modeling when preparing complete package solutions for the FF&E segment of bond-bunded public school construction projects.

The PlanSCAPE® software supports classroom by classroom product selection, product specification, pricing, and furniture delivery including delivery to and turnkey classroom setup.

6 unchanged sentences

This market includes colleges and universities, preschools, private schools, and office training facilities, which typically purchase furniture through commercial channels.

The Company sells to thousands of customers and no single customer represented more than 10 percent of the Company's consolidated net sales in fiscal 2025.

The Company sells to thousands of customers and no single customer represented more than 10% of the Company's consolidated net sales in fiscal 2026.

Significant purchases of furniture using public funds often require annual bids or some form of “authorization” to purchase goods or services from a vendor.

6 unchanged sentences

The majority of our sales are priced through one contract, under which we are the exclusive supplier of classroom furniture .” Sales priced under this contract represented approximately 65% of sales in fiscal 2026 and 59% in fiscal 2025.

We have had a history of contracts with the purchasing organization and was most recently awarded in fiscal 2018, a five-year contract with this organization that extends through December 2022, with two-year extensions at the sole discretion of the purchasing organization extending through 2026 if both options are exercised.

We have had a history of contracts with the purchasing organization and were most recently awarded in fiscal 2018, a five-year contract with this organization that extends through December 2022, with two-year extensions at the sole discretion of the purchasing organization extending through 2026 if both options are exercised.

The Company is currently in the second of the available two-year extensions.

24 unchanged sentences

Domestic production of laminated wood tops and molded plastic enables the Company to market a color palette that cannot be matched in a short delivery window by imported finished goods.

Domestic assembly allows the Company to use standard ATS components to assemble customer-specific product and color combinations shortly prior to delivery.

Domestic assembly allows the Company to use standard ATS components to assemble customer-specific products and color combinations shortly prior to delivery.

Finally, management continues to hone Virco's ability to finance, manufacture, and warehouse furniture within the relatively narrow delivery window associated with the highly seasonal demand for education sales.

16 unchanged sentences

steel-frame rockers and floor rockers.

Virco continues to innovate around its line of healthy movement furniture with the R2M collection of flexible seating that take movement and choice to a new level.

The R2M Collection is based on the idea that today’s classrooms are active, dynamic places where students are often given room to move – empowering them with choices of where to sit, how to sit and even when to sit.

Virco continues to innovate around its line of healthy movement furniture with the Room to Move ® collection of flexible seating that takes movement and choice to a new level.

The Room to Move ® collection is based on the idea that today’s classrooms are active, dynamic places where students are often given room to move – empowering them with choices of where to sit, how to sit and even when to sit.

The Floor Rocker provides a safe, durable and ergonomic option for floor seating.

The C2M 4-leg Chair, winner of the EDspaces Innovation in Seating Award and the A4LE LearningSCAPES Industry Partner Award, offers an empowering new twist on flexible seating with a mode selector that allows the same chair to easily transform from fixed to active seating.

Like the C2M Chair, the R2M Mobile Task Chair offers movement in all directions – front-to-back and side-to-side – as well as the mobility and adjustability of a task Chair.

All R2M seating is offered in our ZUMA®, Sage™ and Analogy® Series.

Like the C2M Chair, the Room to Move ® Mobile Task Chair offers movement in all directions – front-to-back and side-to-side – as well as the mobility and adjustability of a task Chair.

All Room to Move ® seating is offered in our ZUMA®, Sage™ and Analogy® Series.

Sage™ line, originally designed to serve students in college, university, and other adult education settings - and on high school campuses - now offers a 13” and a 15” 4-leg chair and a corresponding pair of cantilever chairs for younger or smaller students;

6 unchanged sentences

The Sage Contract line is targeted for offices and reception areas, colleges, hospitality venues and other adult environments.

Virco expanded the Sage Contract line with the addition of a mobile tablet-arm workstation that includes an integrated bookrack to further penetrate the higher education market.

Civitas™ chairs and stools are intended for foodservice, libraries, media centers, circulation areas, and related areas where people gather.

Virco expanded the Sage Contract line with the addition of a mobile tablet-arm workstation that includes an integrated book rack to further penetrate the higher education market.

Civitas™ chairs and stools are intended for food service, libraries, media centers, circulation areas, and related areas where people gather.

Additional Virco seating alternatives include the Parison Series for business, dining, and higher education;

9 unchanged sentences

The Tetra™ Series is a versatile collection of tables and student desks suitable for various environments.

From classrooms to open-office spaces, the Tetra is simple enough to serve as an everyday workstation but can be customized to suit the needs of a fast-paced media lab or seminar training room.

From classrooms to open-office spaces, the Tetra is simple enough to serve as

an everyday workstation but can be customized to suit the needs of a fast-paced media lab or seminar training room.

Lunada® tables, combining Virco's popular Lunada bi-point bases with a selection of 20 top sizes, make great choices for seminar, conference, and related settings.

4 unchanged sentences

Virco’s Makerspace tables are designed specifically for hands-on learning environments most commonly found in vocational classes, makerspace areas and STEM / STEAM centered education.

Designed for modern

learning environments, Virco Butcher Block Tables feature thick-profile legs and a durable, hard maple surface with an easy to clean finish.

Designed for modern learning environments, Virco Butcher Block Tables feature thick-profile legs and a durable, hard maple surface with an easy to clean finish.

Virco also carries traditional folding tables and office tables, as well as the technology tables and mobile tables described below.

7 unchanged sentences

To expand on the popularity of the 785 Student Desk, Virco added a Collaborative Top work surface as an option on all 785 desk models, which facilitates convenient grouping of desks for break-out sessions and classroom collaboration.

The Sage Contract Series now includes an optional bookrack, which combined with the tablet arm and caster options, creates a complete mobile workstation for a variety of environments.

The Sage Contract Series now includes an optional book rack, which combined with the tablet arm and caster options, creates a complete mobile workstation for a variety of environments.

The Molecule is a student desk with a unique shaped collaborative work surface that can be used by a single student or grouped together with multiple Molecules to create various arrangements and group settings.

1 unchanged sentence

Selected models are available with durable, colorfast Martest 21® or Fortified Recycled Wood™ hard plastic components.

Many of our student desks offer stand-up height and adjustable height options to accommodate flexible classroom set-ups.

Many of our student desks offer stand-up and adjustable height options to accommodate flexible classroom set-ups.

For teachers, principals, and district administrators - and for business environments - Virco offers an extensive range of Parameter® desks, returns and credenzas designed by Peter Glass and Bob Mills.

2 unchanged sentences

The Topaz Series Teacher Desk is the anchor of the collection and is offered with single or double-pedestals and features generous storage as well as integrated wire management to conveniently keep wires out of the way for a clutter-free workspace.

A multi-functional smart drawer provides lockable storage, built-in power and USB ports for worry-free charging of digital devices.

A multifunctional smart drawer provides lockable storage, built-in power and USB ports for worry-free charging of digital devices.

The unique tip-out drawer allows teachers to easily access mobile phones – all while being able to keep devices plugged in.

1 unchanged sentence

It creates additional workspace for grading work or easily transforms the space for one-on-one collaboration with students.

Designed for multiple teaching styles, the Topaz Series Sit-to-Stand Workstations feature an easy-to-use pneumatic height adjustment and enables easily transition from seated, focused work to standing classroom instruction and everything else in-between.

Designed for multiple teaching styles, the Topaz Series Sit-to-Stand Workstations feature an easy-to-use pneumatic height adjustment and enables easy transition from seated, focused work to standing classroom instruction and everything else in between.

ADMINISTRATIVE OFFICE FURNITURE - In addition to the Plateau® Office Solutions, Parameter®, and Textameter™ product lines, Virco manufactures a selection of desks, returns, bookcases and other items that employ the Company's flat metal forming capabilities.

9 unchanged sentences

An array of Virco product lines includes mobile chairs for school settings and offices.

Topaz Series Classroom Carts conveniently store, organize and transport all essentials for teachers and students alike.

Topaz Series Classroom Carts conveniently store,

organize and transport all essentials for teachers and students alike.

The Topaz Series Mobile Storage Solutions and Mobile Bookcases offer a variety of options for flexible and convenient storage for the classroom and beyond.

STORAGE EQUIPMENT - For moving selected Virco chairs and folding tables, the Company carries a wide range of handling and storage equipment.

STORAGE & STORAGE EQUIPMENT - For moving selected Virco chairs and folding tables, the Company carries a wide range of handling and storage equipment.

For our convention center, arena, and auditorium customers, Virco also manufactures stackable storage trucks that work with Virco upholstered stack chairs, folding chairs and folding tables.

Additionally, Virco now offers both steel storage and wood storage shelving for a variety of uses and applications.

Virco's wide-ranging product selection includes hundreds of furniture models that have earned GREENGUARD® Gold Certification (formerly known as the GREENGUARD® Children & Schools Program for indoor air quality).

and ZUMAfrd™ products earned the distinction of being the first classroom furniture models to be certified by the GREENGUARD Children & Schools Program, now known as GREENGUARD Gold certification.

Virco's ZUMA and ZUMAfrd™ products earned the distinction of being the first classroom furniture models to be certified by the GREENGUARD Children & Schools Program, now known as GREENGUARD Gold certification.

All of the models in the Company's most popular product lines - including ZUMA, Sage, Analogy™, 9000 Series, 5000 and 4000 Series Activity Tables, TEXT®, Core-a-Gator®, Parameter®, Plateau®, and Tetra™ furniture models - are GREENGUARD-certified.

13 unchanged sentences

Virco's major customers include public and private educational institutions, charter schools, convention centers and arenas, hospitality providers, government facilities, and places of worship.

No customer exceeded 10% of the Company’s net sales for fiscal years ended January 31, 2025 and January 31, 2024.

No customer exceeded 10% of the Company’s net sales for fiscal years ended January 31, 2026 and 2025.

Raw Materials

4 unchanged sentences

Historically the Company has experienced years where the price of steel, plastic, and wood have spiked significantly, often because of global demand or tariffs on international supply but also in response to domestic supply interruptions.

In fiscal 2025 and 2024, the cost of commodities was relatively stable.

In early 2025, there have been significant changes and proposed changes to U.S.

trade policies.

For example, effective March 4, 2025, the U.S.

implemented a 25% additional tariff on imports from Canada and Mexico and a 20% additional tariff on imports from China.

also reinstated the steel import tariff to 25% effective March 12, 2025.

These tariffs are likely to result in increased prices for imported components and materials supplied locally for fiscal year ending January 31, 2026.

Ongoing conflict in the Middle East has contributed to volatility in crude oil and natural gas markets.

Because many plastic resins are petroleum- and natural gas-based, disruptions in these markets may reduce supply availability and increase material costs.

Energy price volatility may also increase transportation and logistics costs.

The Company is uncertain as to the impact this conflict might have on its cost of goods sold and margins.

Beginning in 2025, the United States implemented and proposed significant changes to trade policies, including broad-based tariffs on imports from certain countries and product categories.

These actions included tariffs on imports from Canada, Mexico, and China, as well as higher tariffs on steel, aluminum, and certain manufactured goods, including furniture.

As a result, U.S.

tariff rates increased to their highest levels in decades.

Tariffs have also been used as a policy tool in trade

negotiations and in connection with broader geopolitical objectives.

These tariffs are expected to increase the cost of imported components and materials during fiscal 2027.

Although the Company increased product prices in fiscal 2026 and 2027 to offset higher costs, it may not be able to fully pass through increases in raw materials, transportation, and energy, including steel and plastics.

In addition to the raw materials described above, the Company purchases components used in the fabrication and assembly of furniture from a variety of overseas locations, primarily from China, and certain components from domestic suppliers.

2 unchanged sentences

Costs for these imported components can be volatile, impacted by tariffs, freight cost and availability, and price increases by the supplier.

The supply chain for components from China is typically interrupted for a short period of time each year during the Chinese New Year in January or February.

As this is in a seasonally slow period of the Company’s business cycle and is predictable, it has not created supply chain disruptions.

With respect to the Company's annual pricing contracts (or those contracts that have longer terms), the Company may have a limited ability to increase prices during the term of the contract.

With respect to the Company's annual pricing contracts (or those contracts that have longer terms), the Company may have limited ability to increase prices during the term of the contract.

The Company has, however, negotiated increased flexibility under many of these contracts, allowing the Company to increase prices on future orders.

Nevertheless, even with respect to these more flexible contracts, the Company may not have the ability to increase prices on orders received prior to any

announced price increases in commodities.

Nevertheless, even with respect to these more flexible contracts, the Company may not have the ability to increase prices on orders received prior to any announced price increases in commodities.

Due to the intensely seasonal nature of our business, the Company may receive significant orders during the first and second quarters for delivery in the second and third quarters of its fiscal year.

27 unchanged sentences

Our manufacturing facility capacity utilization generally remains less than 100% during these off-season months;

because physical structure capacity cannot be adjusted as readily as personnel capacity, we have secured sufficient physical structure capacity to accommodate our current needs, as well as for anticipated future growth.

because physical structure capacity cannot be adjusted as readily as personnel capacity, we have secured sufficient physical structure capacity to accommodate our current

needs, as well as for anticipated future growth.

Our physical structure utilization is significantly lower during the first and fourth quarters of each year than it is during the second and third quarters.

7 unchanged sentences

For example, management expends a significant amount of time in the first quarter of each year developing a stocking plan and estimating the number of temporary summer employees, the amount of raw materials, and the types of components and products that will be required during the peak season.

If management underestimates any of these requirements, Virco's ability

to meet customer orders in a timely manner or to provide adequate customer service may be diminished.

If management underestimates any of these requirements, Virco's ability to meet customer orders in a timely manner or to provide adequate customer service may be diminished.

If management overestimates any of these requirements, the Company may have to absorb higher storage, labor, and related costs, each of which may negatively affect the Company's results of operations.

11 unchanged sentences

Competitors typically fall into two categories (1) furniture manufacturers that sell to dealers, which re-sell furniture to the end user, and (2) dealers that purchase product from these manufacturers and re-sell to educational customers.

The manufacturers that Virco competes with include Artcobell, KI Inc., Steelcase, Smith System (owned by Steelcase), V/S America, Scholarcraft, Academia, Alumni, Columbia, Moore Co., Paragon, SICO, Learniture (owned by School Outfitters) and Hon ("HNI").

The manufacturers that Virco competes with include Artcobell, KI Inc., Steelcase (owned by Hon), Smith System (owned by Steelcase), V/S America, Scholarcraft, Academia, Alumni, Columbia, Moore Co., Paragon, SICO, Learniture (owned by School Outfitters) and Hon ("HNI").

Our competitors that purchase and re-sell furniture include School Outfitters, School Specialty ("SCHS"), MeTEOR (formerly Contrax), MiEN, Kay-Twelve, and Hertz.

2 unchanged sentences

The educational furniture market is characterized by price competition, as many sales occur on a bid basis.

Management compensates for this market characteristic through a combination of methods that include emphasizing the value of Virco's products and product assortment, the convenience of one-stop shopping for “Equipment for Educators™”, the value of Virco's project management capabilities, the value of Virco's distribution and delivery capabilities, and the value of Virco's customer support capabilities, and other intangibles.

Management compensates for this market characteristic through a combination of methods that include emphasizing the value of Virco's products and product assortment, the convenience of one-stop shopping for “Equipment for Educators™”, the value of Virco's project management capabilities, the value of Virco's distribution and delivery capabilities, the value of Virco's customer support capabilities, and other intangibles.

In addition, management believes that the streamlining of costs assists the Company in compensating for this market characteristic by allowing Virco to offer a higher value product at a lower price.

For example, as discussed above, Virco has decreased distribution costs by avoiding re-sellers, and management believes that the Company's large direct sales force, and the Company's sizeable manufacturing and warehousing capabilities facilitate these efforts.

For example, as discussed above, Virco has decreased distribution costs by avoiding re-sellers, and management believes that the Company's large direct sales force, and the Company's sizable manufacturing and warehousing capabilities facilitate these efforts.

Although management prefers to compete on the value of Virco products and services, when market conditions warrant, the Company will compete based on direct prices and may reduce its prices to build or maintain its market share.

38 unchanged sentences

Moreover, Virco has enacted policies for recycling and resource recovery that have earned repeated commendations, including:

recognition by the California Department of Resources Recycling and Recovery ("CalRecycle") in 2012 and 2011 as a Waste Reduction Awards Program (“WRAP”) honoree;

recognition by the California Department of Resources Recycling and Recovery

("CalRecycle") in 2012 and 2011 as a Waste Reduction Awards Program (“WRAP”) honoree;

recognition by the United States Environmental Protection Agency in 2019 as a WasteWise Winner for reducing waste, in 2004 as a WasteWise Hall of Fame Charter Member, in 2003 as a WasteWise Partner of the Year, and in 2002 as a WasteWise Program Champion for Large Businesses;

6 unchanged sentences

The Company has expended, and may be expected to continue to expend, significant amounts in the future for compliance with environmental rules and regulations, for the investigation of environmental conditions, for the installation of environmental control equipment, or remediation of environmental contamination.

Normal recurring expenses relating to operating our factories in a manner that meets or exceeds environmental laws are matched to the cost of producing inventory.

is possible that the Company's operations may result in noncompliance with, or liability for remediation pursuant to, environmental laws.

Recurring expenses relating to operating our factories in a manner that meets or exceeds environmental laws are matched to the cost of producing inventory.

It is possible that the Company's operations may result in noncompliance with, or liability for remediation pursuant to, environmental laws.

Should such eventualities occur, the Company records liabilities for remediation costs when remediation costs are probable and can be reasonably estimated.

8 unchanged sentences

For information regarding the Company's revenues, gross profit and total assets for each of the last two fiscal years, see the Company's consolidated financial statements.

During fiscal 2025, Virco derived approximately 12.3% of its revenues from customers located outside of the United States (primarily Puerto Rico).

During fiscal 2024, Virco derived approximately 4.7% of its revenues from customers located outside of the United States (primarily Canada).

During fiscal 2026, Virco derived approximately 4.2% of its revenues from customers located outside of the continental United States (primarily Puerto Rico and Canada).

During fiscal 2025, Virco derived approximately 12.3% of its revenues from customers located outside of the continental United States (primarily Puerto Rico and Canada).

The Company determines sales to these markets based upon the customers' principal place of business.

6 unchanged sentences

Virtue (2) President 67 2014

Dose (3) Senior Vice President of Finance, Chief Financial Officer and Secretary and Treasurer.

Scott Bell (3) Senior Vice President – Chief Operating Officer 69 2004

Patricia Quinones (4) Senior Vice President – Chief Administrative Officer 62 2004

Bassey Yau (6) Senior Vice President - Corporate Controller, Assistant Secretary and Assistant Treasurer.

Bassey Yau (5) Senior Vice President of Finance, Chief Financial Officer, Secretary and Treasurer.

________________________

4 unchanged sentences

(3) Appointed in 2004;

has been employed by the Company for 34 years and has served as the Corporate Controller, and currently as Senior Vice President of Finance, Chief Financial Officer and Secretary and Treasurer.

(4) Appointed in 2004;

has been employed by the Company for 36 years and has served in a variety of manufacturing, safety, and environmental positions, Vice President - General Manager, Conway Division, and currently as Chief Operating Officer.

2 unchanged sentences

(5) Appointed in 2004;

has been employed by the Company for 27 years and has served as Corporate Controller, and currently as Vice President Accounting, Corporate Controller, Assistant Secretary and Assistant Treasurer.

As previously announced, Robert Dose intends to retire from the Company as of April 30, 2025 and Bassey Yau has been appointed to succeed Mr.

has been employed by the Company for 28 years and previously served as the Corporate Controller, and currently as Senior Vice President of Finance, Chief Financial Officer and Secretary and Treasurer.

As previously announced, Robert Dose retired from the Company as of April 30, 2025 and Bassey Yau was appointed to succeed Mr.

Dose as Chief Financial Officer, Treasurer and Secretary.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business