Other Information
−Removed: During the fiscal quarter ended April 30, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
+Added: Effective September 3, 2026, the Company and Virco Inc., its wholly-owned subsidiary, entered into Amendment No.
+Added: 8 (“Amendment No.
+Added: 8”) to the Revolving Credit and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association, as administrative agent and lender (“PNC”).
+Added: Amendment No.
+Added: 8 amended the Credit Agreement to reflect the following material changes:
+Added: • The maximum revolving advance amount under the Credit Agreement was changed to $40.0 million, replacing a schedule of maximum amounts that varied by calendar month.
+Added: The Company may also request increases to the maximum revolving advance amount up to a cap of $60.0 million in minimum increments of $5.0 million, subject to lender consent and customary conditions.
+Added: • The term of the Credit Agreement was extended from April 15, 2027 to September 3, 2031.
+Added: • The receivables advance rate was increased from 85% to 90% of “Eligible Receivables” (as defined in the Credit Agreement).
+Added: • A new equipment loan sublimit of up to $3.0 million was added for equipment purchases, advanced at 85% of net invoice cost for new equipment or 80% for used equipment.
+Added: • The required minimum fixed charge coverage ratio ("FCCR") was reduced from 1.10 to 1.00, and the requirement was changed to a springing covenant tested only if excess availability falls below 17.5% of the maximum revolving advance amount or during an event of default.
+Added: • The financial test for restricted payments (dividends/share repurchases) was modified to require both trailing 30-day and pro forma excess availability to exceed 25%, or such targets are reduced to 17.5% if the Company maintains a pro forma FCCR of 1.05 to 1.00.
+Added: The aggregate limit on restricted payments remains unchanged at $8.0 million during any fiscal year.
+Added: The foregoing description of Amendment No.
+Added: 8 is qualified in its entirety by the full text of Amendment No.
+Added: 8, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
+Added: During the fiscal quarter ended July 31, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
+Added: 10.1 Amend ment No.
+Added: 8 to Amended and Restated Revolving Credit and Security Agreement, effective as of September 3 , 2026, by and among Virco Mfg.
+Added: Corporation and Virco, Inc.
+Added: as borrowers, and PNC Bank, National Association, as lender and administrative agent .
31.1 Certification of Robert A.
9 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: June 3, 2026 By:
+Added: September 4, 2026 By:
/s/ Bassey Yau
2 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.