VIRCO MFG CORPORATION 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The NASDAQ Global Market is the principal market in which Virco Mfg. Corporation common stock (trading symbol VIRC) is traded. As of March 16, 2026, there were approximately 120 registered stockholders of record of the common stock according to the Company's transfer agent records. The number of record holders does not include persons who hold such shares in nominee or “street name” accounts through brokers. Dividend Policy The Company declared a quarterly cash dividend of $0.025 per share during each fiscal quarter of fiscal 2026. While the Company currently intends to declare and pay future dividends on a quarterly basis, following review and approval by the Board of Directors, the declaration and payment of future dividends, as well as the amounts thereof, are subject to the discretion of the Board as well as restrictive covenants in the Company’s lending agreements. There can be no assurance that the Company will declare or pay dividends in future periods (see Note 3 to the consolidated financial statements included in Item 8) . Stock Repurchases On December 5, 2023, the Board of Directors authorized the repurchase of up to $5.0 million of the Company's common stock, and on January 17, 2025, the Board authorized the repurchase of an additional amount of up to $10.0 million of the Company's common stock. During the fiscal year ended January 31, 2025, the Company spent approximately $3.8 million to repurchase an aggregate of 342,026 shares of common stock. During the fiscal year ended January 31, 2026, the Company spent approximately $4.0 million to repurchase an aggregate of 348,944 shares of common stock. As of January 31, 2026, $7.2 million remained available for repurchase pursuant to the board authorizations, which are subject at any time to amounts permitted under our Credit Agreement with PNC Bank (see Note 3 to the consolidated financial statements in Item 8) . The repurchase program does not obligate the Company to acquire a minimum amount of shares. Under the repurchase program, shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. The repurchase program has no time limit and may be suspended or discontinued at any time. The actual dollar value of shares that may be repurchased in any fiscal year plus cash dividends during such fiscal year is limited to an aggregate of $8.0 million under our Credit Agreement with PNC Bank (see Note 3 to our consolidated financial statements in Item 8) . On April 9, 2025, the Company entered into Amendment No. 6 to the Credit Agreement with PNC Bank, which established a new category of permitted share repurchases in an amount up to $7.5 million, which is in addition to the dollar limits on permitted share repurchases under the Credit Agreement discussed above. The share repurchases under the new category must occur during the fiscal year ended January 31, 2026, may not occur while any Default or Event of Default exists or would result from such repurchases, and must be made solely from cash on hand and not from the proceeds of advances under the Credit Facility. The permitted share repurchases under this new category are also not counted as “Restricted Payments” when calculating the Company’s compliance with the Fixed Charge Coverage Ratio ("FCCR") covenants in the Credit Agreement. On December 5, 2025, the Company entered into Amendment No. 7 to the Credit Agreement with PNC. Amendment No. 7 modified the stock repurchase window (originally from February 1, 2025 to January 31, 2026) such that the window is now from November 1, 2024 to October 31, 2025 for the $7.5 million of permitted share repurchases that are excluded from a) the FCCR testing, b) the Payment Conditions governing stock repurchases, and c) the trailing twelve months ("TTM") $8.0 million aggregate limit on stock repurchases and dividends. All payments for share repurchases and distributions to equity holders outside of this window are to be included in the FCCR testing and the $8.0 million aggregate limit on stock repurchases and dividends for each fiscal year. 26 Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides the repurchases of our common stock during the fourth quarter of the fiscal year ended January 31, 2026: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Maximum Number of Shares (or Approximate Dollar Value) that May Yet be Purchased Under the Programs (a) November 2025 — — — $ 7,190,210 December 2025 — — — $ 7,190,210 January 2026 — — — $ 7,190,210 (a) The Company may purchase shares of its common stock on a discretionary basis from time to time through open market repurchases, including by entering into Rule 10b5-1 trading plans, and during an “open window” when the Company does not possess material non-public information. The timing and actual number of shares repurchased will depend on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations. The repurchase program has no time limit. The actual dollar value of shares that may be repurchased in any fiscal year plus cash dividends during such fiscal year is limited to an aggregate of $8.0 million under our Credit Agreement with PNC Bank, as further discussed above under “ Note 3. Debt ” to our consolidated financial statements. Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of January 31, 2026, with respect to compensation plans under which our equity securities are authorized for issuance. There were no securities issued under equity compensation plans not approved by security holders. Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans - excluding securities reflected in column Plan category (#) ($) (#) Equity compensation plans approved by security holders — $ — 498,856 (1) (1) Represents the number of shares available for issuance as of January 31, 2026 under the Company’s 2019 Omnibus Equity Stock Incentive Plan. Item 6. [Reserved]