Form 8-K

8-K — UNIVERSAL CORP /VA/

Accession: 0001628280-26-038822

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0000102037

SIC: 5150 (WHOLESALE-FARM PRODUCT RAW MATERIALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — uvv-20260528.htm (Primary)

EX-99.1 (uvv-ex991x20260331xearnrel.htm)

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8-K

8-K (Primary)

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0000102037false00001020372026-05-282026-05-28

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): May 28, 2026

____________________________________________

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________________

Virginia 001-00652 54-0414210

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond, Virginia 23235

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

(804) 359-9311

Not applicable

(Former name or former address, if changed since last report)

____________________________________________

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 Name of Exchange on which registered

Common Stock, no par value UVV 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 2.02. Results of Operations and Financial Condition.

Universal Corporation (the “Company”) issued a press release on May 28, 2026, discussing its results for the quarter and fiscal year ended March 31, 2026. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No. Description

99.1

Press release dated May 28, 2026, announcing results for the quarter and fiscal year ended March 31, 2026.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNIVERSAL CORPORATION

(Registrant)

Date:

May 28, 2026

By: /s/ Catherine H. Claiborne

Catherine H. Claiborne

Vice President, General Counsel, and Secretary

EX-99.1

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Document

EXHIBIT 99.1

P.O. Box 25099 ~ Richmond, VA 23260 ~ Phone: (804) 359-9311 ~ Fax: (804) 254-3584

______________________________________________________________________________________________________

P R E S S R E L E A S E

CONTACT: Universal Corporation Investor Relations RELEASE: 4:15 p.m. ET

Phone: (804) 359-9311

Fax: (804) 254-3584

Email: investor@universalleaf.com

Universal Corporation Reports Fiscal Year and Fourth Quarter 2026 Results

Richmond, VA • May 28, 2026 / BUSINESSWIRE

___________________________________________________________________________________

Universal Corporation (NYSE:UVV) (“Universal” or the “Company”), a global business-to-business agriproducts company, today announced financial results for the fiscal year and fourth quarter ended March 31, 2026.

“Our fiscal year 2026 performance reflected solid execution across much of our business amid a markedly different operating environment than the prior year,” said Preston D. Wigner, Chairman, President, and Chief Executive Officer of Universal. “Coming off exceptionally strong performance for our Tobacco Operations segment in fiscal year 2025, our disciplined marketplace management helped mitigate the impact of oversupply for certain tobacco styles, resulting in only slightly lower segment revenues and sales volumes. Our Ingredients Operations segment delivered growth in revenues and sales volumes despite persistent market headwinds. Fourth quarter and fiscal year 2026 results were ultimately impacted by a non-cash, goodwill impairment charge related to our Universal Ingredients-Shank’s operation, as well as increased tobacco inventory write-downs, primarily for non-wrapper, dark air-cured tobacco.”

Mr. Wigner continued, “As we enter fiscal year 2027, we are confident in the strength and resilience of our tobacco business across market cycles and the foundational progress we are making to support the growth of our ingredients business. We remain committed to our strategy of maximizing and optimizing our tobacco business and growing our ingredients business, while continuing our track record of returning capital to our shareholders. We expect market activity to support the return of our uncommitted tobacco inventories to our targeted range, and we have initiated enhancements at our Shank’s operation to drive

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efficiency and financial performance. We are moving forward focused on execution, consistent progress, and sustainable value creation for our shareholders.”

FINANCIAL HIGHLIGHTS

Three Months Ended March 31, Change Fiscal Year Ended March 31, Change

(in millions of dollars, except per share data) 2026 2025 % 2026 2025 %

Consolidated Results

Sales and other operating revenue $ 715.2 $ 702.3 2 % $ 2,924.5 $ 2,947.3 (1) %

Cost of goods sold 616.8 586.3 5 % 2,412.5 2,398.6 1 %

Gross profit margin 13.8 % 16.5 % -270 bps 17.5 % 18.6 % -110 bps

Selling, general and administrative expenses 72.4 73.2 (1) % 300.7 305.3 (2) %

Restructuring and impairment costs — — NA 1.8 10.6 (83) %

Goodwill Impairment 41.1 — NA 41.1 — NA

Operating income (as reported) (15.0) 42.8 (135) % 168.5 232.8 (28) %

Adjusted operating income (non-GAAP)* 26.1 42.8 (39) % 211.3 243.4 (13) %

Diluted earnings per share (as reported) (1.73) 0.37 (568) % 1.30 3.78 (66) %

Adjusted diluted earnings per share (non-GAAP)* (0.46) 0.80 (158) % 2.64 4.63 (43) %

Segment Results

Tobacco operations sales and other operating revenues $ 632.3 $ 612.6 3 % $ 2,576.4 $ 2,608.7 (1) %

Tobacco operations operating income 26.6 45.8 (42) % 211.5 240.2 (12) %

Ingredients operations sales and other operating revenues 83.0 89.7 (7) % 348.1 338.6 3 %

Ingredients operations operating income 1.8 4.4 (58) % 3.2 12.3 (74) %

*See Reconciliation of Certain non-GAAP Financial Measures in Other Items below.

Fiscal Year 2026 Highlights

Consolidated Results

•Revenues generally in line with an exceptional fiscal year 2025.

•Continued solid performance across much of our tobacco and ingredients businesses offset by:

◦A $41.1 million non-cash, goodwill impairment charge related to our Universal Ingredients-Shank’s (“Shank’s”) operation.

◦Inventory write-downs of $52.0 million, primarily of non-wrapper, dark air-cured tobacco, an increase of $32.2 million from the prior fiscal year.

•Operating income down 28% to $168.5 million and adjusted operating income down 13% to $211.3 million, due to these impacts.

Tobacco Operations Segment

•Revenue down $32.3 million, or 1%, on a 2% decline in tobacco sales volumes and prices, partially offset by higher third-party processing volumes and product mix.

•Segment operating income down $28.6 million, primarily on a combination of reduced sales volumes and inventory write-downs of non-wrapper, dark air-cured tobacco.

•Tobacco Operations segment results reflected:

▪Firm demand for most tobacco styles;

▪Solid results from flue-cured and burley tobaccos;

▪Tobacco inventory write-downs of $43.4 million, up $24.7 million;

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▪Lower sales of dark air-cured tobacco driven by softer than anticipated demand coupled with longer sales and inventory cycles;

▪Increased third-party tobacco processing revenue; and

▪Larger crops, particularly in Brazil and Africa origins.

•Uncommitted tobacco inventory levels at 27% at March 31, 2026, were outside our target range due to delayed customer purchase commitments, but are expected to be within our target range during fiscal year 2027.

•Flue-cured, burley, and some dark air-cured tobacco are in oversupply positions, and oriental tobacco is moving into a balanced position.

Ingredients Operations Segment

•Revenue up 3% on increased sales volumes, reflecting our ongoing focus on building scale through our pipeline of solution-based products.

•Steady performance across much of our ingredients business offset by slower than anticipated sales growth, high fixed costs related to our expansion investments, and inventory write-downs, at our Shank’s operation.

•Persistent customer market headwinds, including tariff impacts and broader softness in the consumer-packaged-goods sector, impacting demand at Shank’s for both traditional core products and new offerings.

•Lower operating income reflected product mix, high fixed costs, including additional depreciation, from our expanded Shank’s production facility, as well as inventory write-downs of $8.6 million.

Select Balance Sheet Items, Liquidity, and Debt

•Increased working capital usage on larger tobacco crops and timing of tobacco crop purchases.

•Total debt down $168.7 million at March 31, 2026, compared to March 31, 2025.

•Net debt (non-GAAP) up $28.9 million at March 31, 2026, compared to March 31, 2025.

•Interest expense down $5.6 million in fiscal year 2026, compared to fiscal year 2025.

•Approximately $1.3 billion of available liquidity, consisting of cash and committed and uncommitted credit lines, as of March 31, 2026.

Additional Items

•Non-cash, goodwill impairment charge of $41.1 million in fiscal year 2026.

•Restructuring and impairment costs of $1.8 million in fiscal year 2026, compared to $10.6 million in fiscal year 2025.

•Pension settlement charge of $14.1 million in fiscal year 2025.

•Higher consolidated effective tax rate for fiscal year 2026 due to various factors, including the mix and timing of domestic and foreign earnings, discrete items, and the tax deductibility of certain items.

Fourth Quarter 2026 Highlights

Consolidated Results

•Revenue up 2% on higher tobacco sales volumes, partially offset by lower tobacco sales prices.

•Operating income down $57.7 million on the non-cash, goodwill impairment charge as well as inventory write-downs.

•Adjusted operating income down $16.7 million.

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Tobacco Operations Segment

•Revenue up $19.7 million on higher tobacco sales volumes and timing of tobacco shipments, partially offset by lower tobacco sales prices.

•Segment operating income down by $19.2 million primarily due to non-wrapper, dark air-cured tobacco inventory write-downs and lower sales of dark air-cured tobacco.

Ingredients Operations Segment

•Revenue and operating income down $6.7 million and $2.6 million, respectively, largely on lower results from our Shank's business.

•Due to customer market headwinds, including broader softness in the consumer-packaged-goods sector, our Shank’s business faced demand challenges for both traditional core products and new offerings.

•Lower operating income also reflected Shank’s product mix, depreciation and other high fixed costs from our expanded production facility, as well as inventory write-downs.

Sustainability Update

Mr. Wigner stated, “We concluded fiscal year 2026 by further embedding sustainability across our value chain, building on the progress achieved throughout the year to support our emissions reduction targets and long-term value creation across Universal’s global operations. This progress was reflected in our most recent Carbon Disclosure Project (CDP) results, highlighting the success of our engagement with our suppliers. We advanced to an “A” rating in Supplier Engagement, were recognized as a CDP Supplier Engagement Leader, and were named to CDP’s Supplier Engagement A List. These achievements underscore the strength of our governance, emissions management, and the value we bring to our suppliers and customers across our global value chain.”

Other Items

Reconciliation of Certain non-GAAP Financial Measures

References to adjusted operating income (loss), adjusted net income (loss) attributable to Universal Corporation, adjusted diluted earnings (loss) per share, and the total for segment operating income (loss) are references to non-GAAP financial measures. These measures are not financial measures calculated in accordance with generally accepted accounting principles ("GAAP") and should not be considered as substitutes for operating income (loss), net income (loss) attributable to Universal Corporation, diluted earnings (loss) per share, cash from operating activities or any other operating or financial performance measure calculated in accordance with GAAP, and may not be comparable to similarly-titled measures reported by other companies. Reconciliations of adjusted operating income (loss) to consolidated operating income (loss), adjusted net income (loss) attributable to Universal Corporation to consolidated net income (loss) attributable to Universal Corporation and adjusted diluted earnings (loss) per share to diluted earnings (loss) per share are provided below. In addition, a reconciliation of the total for segment operating income (loss) to consolidated operating income (loss) is provided in Note 3. "Segment Information" to the consolidated financial statements. Management evaluates the consolidated Company and segment performance excluding certain significant charges or credits. Management believes these non-GAAP financial measures, which exclude items that it believes are not indicative of its core operating results, can provide investors with important information that is useful in understanding its business results and trends.

References to net debt, net capitalization, and net debt to net capitalization ratio are also references to non-GAAP financial measures. These measures are not financial measures calculated in accordance with GAAP and should not be considered substitutes for total debt, total capitalization, total debt to total capitalization ratio, or any other operating or financial performance measures calculated in accordance with GAAP, and may not be comparable to similarly-titled measures reported by other companies. Reconciliations of net debt to total debt and net capitalization to total capitalization are provided below to the extent these non-GAAP financial measures are referenced. Management believes these non-GAAP measures are meaningful indicators of liquidity and financial position.

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The following tables set forth certain non-recurring items included in reported results to reconcile adjusted operating income to consolidated operating income and adjusted net income to net income attributable to Universal Corporation and adjusted diluted earnings per share to diluted earnings per share:

Adjusted Operating Income Reconciliation

Three Months Ended March 31, Fiscal Year Ended March 31,

(in thousands) 2026 2025 2026 2025

As Reported: Consolidated operating income $ (14,961) $ 42,760 $ 168,451 $ 232,797

Goodwill impairment(1)

41,061 — 41,061 —

Restructuring and impairment costs(1)

— — 1,833 10,573

Adjusted operating income (non-GAAP) $ 26,100 $ 42,760 $ 211,345 $ 243,370

Adjusted Net Income and Adjusted Diluted Earnings Per Share Reconciliation

Three Months Ended March 31, Fiscal Year Ended March 31,

(in thousands except for per share amounts) 2026 2025 2026 2025

As Reported: Net income attributable to Universal Corporation $ (43,278) $ 9,338 $ 32,637 $ 95,047

Goodwill impairment(1)

41,061 — 41,061 —

Restructuring and impairment costs(1)

— — 1,833 10,573

Pension settlement charge(2)

— 14,101 — 14,101

Total of non-GAAP adjustments to income before income taxes 41,061 14,101 42,894 24,674

Income tax benefit from goodwill impairment(1)(3)

(9,157) — (9,157) —

Income tax benefit from restructuring and impairment costs(1)(3)

— — (35) (132)

Income tax benefit from pension settlement charge(2)(3)

— (3,257) — (3,257)

Total of income tax impacts for non-GAAP adjustments to income before income taxes (9,157) (3,257) (9,192) (3,389)

As adjusted: Net income attributable to Universal Corporation (non-GAAP) $ (11,374) $ 20,182 $ 66,339 $ 116,332

As reported: Diluted earnings per share $ (1.73) $ 0.37 $ 1.30 $ 3.78

Adjusted: Diluted earnings per share (non-GAAP) $ (0.46) $ 0.80 $ 2.64 $ 4.63

(1) Restructuring and impairment costs are included in Consolidated operating income in the consolidated statements of income, but excluded for purposes of Adjusted operating income, Adjusted net income attributable to Universal Corporation, and Adjusted diluted earnings per share. The three months ended March 31, 2026, included a $41.1 impairment charge to write-off the full amount of goodwill associated with Shank's, a component of the Ingredients operating segment.

(2) In March 2025, the Company completed a pension de-risking transaction or "pension lift-out" to transfer approximately $47 million of its qualified domestic pension plan obligations and assets to a third-party insurer through the purchase of a non-participating annuity. The obligations transferred to the third-party insurer covered the respective benefit obligations for a subset of retirees currently receiving benefit payments. The transaction triggered settlement accounting that required the Company to immediately recognize a portion of the accumulated comprehensive losses associated with the defined benefit pension plan.

(3) The income tax effect of non-GAAP adjustments was determined based on the timing and nature of the specific non-GAAP adjustments and their relevant jurisdictional income tax rates (foreign, state, and local) and the applicable U.S. federal income tax rates. The Company considers current and deferred income tax rates to calculate the impact to income taxes for the non-GAAP adjustments.

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The following table reconciles total debt to net debt and net capitalization:

Net Debt and Net Capitalization Reconciliation

March 31, March 31,

(in thousands) 2026 2025

Add: Notes payable and overdrafts $ 287,564 $ 455,039

Add: Long-term obligations 616,727 617,918

Add: Current portion of long-term obligations — —

Total Debt 904,291 1,072,957

Add: Customer advances and deposits 3,376 3,763

Less: Cash and cash equivalents 62,178 260,115

Net Debt (non-GAAP) $ 845,489 $ 816,605

Add: Total Universal Corporation shareholders' equity 1,415,400 1,458,556

Net Capitalization (non-GAAP) $ 2,260,889 $ 2,275,161

Net Debt/Net Capitalization (non-GAAP) 37 % 36 %

Investor Conference Call

At 10:00 a.m. (Eastern Time) on May 29, 2026, the Company will host a conference call to discuss these results. Those wishing to listen to the call may do so by visiting www.universalcorp.com at that time. A replay of the webcast will be available at that site through August 29, 2026. A taped replay of the call will also be available through June 12, 2026, by dialing (800) 770-2030 (Playback ID: 5786366#).

About Universal Corporation

Universal Corporation (NYSE: UVV) is a global agricultural company with over 100 years of experience supplying products and innovative solutions to meet our customers’ evolving needs and precise specifications. Through our diverse network of farmers and partners across more than 30 countries on five continents, we are a trusted provider of high-quality, traceable products. We leverage our extensive supply chain expertise, global reach, integrated processing capabilities, and commitment to sustainability to provide a range of products and services designed to drive efficiency and deliver value to our customers. For more information, visit www.universalcorp.com.

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Among other things, these statements include statements made in Mr. Wigner’s quotations, statements regarding expectations with respect to our fiscal year 2027 performance, our strategic plans, ingredients business, tobacco business, including expectations with respect to size, shipments and sales and purchases of tobacco crops. These forward-looking statements are generally identified by the use of words such as we “expect,” “believe,” “anticipate,” “could,” “should,” “may,” “plan,” “will,” “predict,” “estimate,” and similar expressions or words of similar import. These forward-looking statements are based upon management’s current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results, performance, or achievements to be materially different from any anticipated results, prospects, performance, or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: product purchased not meeting quality and quantity requirements; reliance on a few large customers; anticipated levels of demand for and supply of our products and services; tobacco growing conditions and customer requirements; major shifts in customer requirements for leaf tobacco; higher inflation rates, tariffs and other pressures on costs; weather and other conditions; exposure to certain legal, regulatory and financial risks related to climate change; industry-specific risks related to our plant-based ingredients businesses; disruption of our supply chain for our plant-based ingredients; success in pursuing strategic investments or acquisitions and integration of new businesses and the impact of these new businesses on future results; our ability to maintain effective information technology systems and safeguard confidential information; our inability to attract, develop, retain, motivate, and maintain good relationships with our workforce; our dependence on a seasonal workforce; epidemics, pandemics or similar widespread public health concerns; government efforts to regulate the production and consumption of tobacco products; government actions on the sourcing of leaf tobacco; economic and political conditions in the countries in which we and our customers operate, including the ongoing impacts from international conflicts; sustainability considerations from governments and other stakeholders; changes in tax laws in the countries where we do business; material weaknesses in our internal control over financial reporting; failure of our customers or suppliers to repay extensions of credit; changes in exchange rates; changes in interest rates; and low investment performance by our defined benefit pension plan assets and changes in pension plan valuation assumptions. Please also refer to the risks and uncertainties as discussed in Part I, Item 1A. “Risk Factors” of Universal’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and related disclosures in other filings that Universal files with the SEC and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. Universal cautions investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made, and it undertakes no obligation to update any forward-looking statements made, except as required by law.

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UNIVERSAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(in thousands of dollars, except per share data)

Three Months Ended March 31, Fiscal Year Ended March 31,

2026 2025 2026 2025

(Unaudited) (Unaudited)

Sales and other operating revenues $ 715,243 $ 702,279 $ 2,924,470 $ 2,947,284

Costs and expenses

Cost of goods sold 616,772 586,276 2,412,454 2,398,627

Selling, general and administrative expenses 72,371 73,243 300,671 305,287

Restructuring and impairment costs — — 1,833 10,573

Goodwill impairment 41,061 — 41,061 —

Operating income (14,961) 42,760 168,451 232,797

Equity in pretax earnings of unconsolidated affiliates 2,299 7,456 3,430 9,103

Pension settlement charge — 14,101 — 14,101

Other non-operating income 1,095 1,176 2,847 2,569

Interest income 179 1,757 1,964 3,483

Interest expense 18,565 18,326 74,040 79,636

Income before income taxes (29,953) 20,722 102,652 154,215

Income taxes 4,810 6,394 46,657 40,946

Net income (34,763) 14,328 55,995 113,269

Less: net income attributable to noncontrolling interests in subsidiaries (8,515) (4,990) (23,358) (18,222)

Net income attributable to Universal Corporation $ (43,278) $ 9,338 $ 32,637 $ 95,047

Earnings per share:

Basic $ (1.73) $ 0.37 $ 1.30 $ 3.81

Diluted $ (1.73) $ 0.37 $ 1.30 $ 3.78

See accompanying notes.

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UNIVERSAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)

March 31,

2026 2025

ASSETS

Current assets

Cash and cash equivalents $ 62,178 $ 260,115

Accounts receivable, net 563,864 625,876

Advances to suppliers, net 177,222 169,385

Accounts receivable—unconsolidated affiliates 12,300 7,143

Inventories—at lower of cost or net realizable value:

Tobacco 832,360 806,332

Other 203,537 189,610

Prepaid income taxes 22,958 19,595

Other current assets 97,278 78,041

Total current assets 1,971,697 2,156,097

Property, plant and equipment

Land 26,249 26,113

Buildings 333,416 333,398

Machinery and equipment 759,654 723,935

1,119,319 1,083,446

Less accumulated depreciation (746,365) (710,472)

372,954 372,974

Other assets

Operating lease right-of-use assets 37,272 34,260

Goodwill, net 172,695 213,840

Other intangibles, net 48,604 57,836

Investments in unconsolidated affiliates 82,287 79,317

Deferred income taxes 15,636 16,539

Pension asset 16,542 12,819

Other noncurrent assets 49,080 45,870

422,116 460,481

Total assets $ 2,766,767 $ 2,989,552

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UNIVERSAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)

March 31,

2026 2025

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Notes payable and overdrafts $ 287,564 $ 455,039

Accounts payable 90,139 98,036

Accounts payable—unconsolidated affiliates 510 1,999

Customer advances and deposits 3,376 3,763

Accrued compensation 33,234 44,646

Income taxes payable 17,643 12,586

Current portion of operating lease liabilities 11,172 10,742

Accrued expenses and other current liabilities 120,603 123,350

Current portion of long-term debt — —

Total current liabilities 564,241 750,161

Long-term debt 616,727 617,918

Pensions and other postretirement benefits 35,471 35,336

Long-term operating lease liabilities 24,359 20,608

Other long-term liabilities 24,925 22,901

Deferred income taxes 39,920 42,090

Total liabilities 1,305,643 1,489,014

Shareholders’ equity

Universal Corporation:

Preferred stock:

Series A Junior Participating Preferred Stock, no par value, 500,000 shares authorized,

none issued or outstanding

— —

Common stock, no par value, 100,000,000 shares authorized, 24,923,496 shares issued

and outstanding (24,715,625 at March 31, 2025)

351,523 351,626

Retained earnings 1,136,989 1,186,981

Accumulated other comprehensive loss (73,112) (80,051)

Total Universal Corporation shareholders' equity 1,415,400 1,458,556

Noncontrolling interests in subsidiaries 45,724 41,982

Total shareholders' equity 1,461,124 1,500,538

Total liabilities and shareholders' equity $ 2,766,767 $ 2,989,552

See accompanying notes.

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UNIVERSAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of dollars)

Fiscal Year Ended March 31,

2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 55,995 $ 113,269

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 53,437 59,773

Provision for losses (recoveries) on advances 6,258 1,938

Inventory write-downs 51,988 19,769

Stock-based compensation expense 7,115 8,531

Foreign currency remeasurement loss (gain), net 6,708 6,096

Foreign currency exchange contracts (2,235) 916

Deferred income taxes (961) 1,083

Equity in net income of unconsolidated affiliates, net of dividends 245 (3,031)

Goodwill impairment 41,061 —

Restructuring and impairment costs 1,833 10,573

Restructuring payments (3,308) (1,568)

Pension settlement — 14,101

Other, net 106 1,406

Changes in operating assets and liabilities, net: (89,142) 94,118

Net cash provided (used) by operating activities 129,100 326,974

Cash Flows From Investing Activities:

Purchase of property, plant and equipment (48,829) (62,601)

Proceeds from sale of property, plant and equipment 5,873 3,783

Net cash used by investing activities (42,956) (58,818)

Cash Flows From Financing Activities:

Issuance (repayment) of short-term debt, net (170,069) 37,696

Issuance of long-term debt 89,130 —

Repayment of long-term debt (89,130) —

Dividends paid to noncontrolling interests in subsidiaries (19,046) (17,530)

Dividends paid on common stock (81,299) (79,686)

Settlement costs from termination of interest rate swap agreements (988) —

Debt issuance costs and other (12,941) (3,715)

Net cash provided (used) by financing activities (284,343) (63,235)

Effect of exchange rate changes on cash 262 (399)

Net increase (decrease) in cash and cash equivalents (197,937) 204,522

Cash, restricted cash and cash equivalents at beginning of year 260,115 55,593

Cash, Restricted Cash and Cash Equivalents at End of Year $ 62,178 $ 260,115

See accompanying notes.

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NOTE 1. BASIS OF PRESENTATION

Universal Corporation, with its subsidiaries (“Universal” or the “Company”), is a global business-to-business agriproducts supplier to consumer product manufacturers. The Company is the leading global leaf tobacco supplier and provides high-quality plant-based ingredients to food and beverage end markets. Because of the seasonal nature of the Company’s business, the results of operations for any fiscal quarter will not necessarily be indicative of results to be expected for other quarters or a full fiscal year. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which the Company expects to file with the SEC on June 1, 2026.

NOTE 2. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended March 31, Fiscal Year Ended March 31,

(in thousands, except per share data) 2026 2025 2026 2025

Basic Earnings Per Share

Numerator for basic earnings per share

Net income attributable to Universal Corporation $ (43,278) $ 9,338 $ 32,637 $ 95,047

Denominator for basic earnings per share

Weighted average shares outstanding 25,060,438 24,984,987 25,037,983 24,947,208

Basic earnings per share $ (1.73) $ 0.37 $ 1.30 $ 3.81

Diluted Earnings Per Share

Numerator for diluted earnings per share

Net income attributable to Universal Corporation $ (43,278) $ 9,338 $ 32,637 $ 95,047

Denominator for diluted earnings per share:

Weighted average shares outstanding 25,060,438 24,984,987 25,037,983 24,947,208

Effect of dilutive securities

Employee and outside director share-based awards — 179,490 133,179 180,148

Denominator for diluted earnings per share 25,060,438 25,164,477 25,171,162 25,127,356

Diluted earnings per share $ (1.73) $ 0.37 $ 1.30 $ 3.78

NOTE 3. SEGMENT INFORMATION

Management regularly evaluates the Company’s global business activities, including product and service offerings to its customers, as well as senior management’s operational and financial responsibilities. Assessments include an analysis of how its Chief Operating Decision Maker (“CODM”) measures business performance and allocates resources. As a result of this analysis, senior management has determined the Company conducts operations across two reportable operating segments, Tobacco Operations and Ingredients Operations.

The Tobacco Operations segment activities involve contracting, procuring, processing, packing, storing, and shipping leaf tobacco for sale to, or for the account of, manufacturers of consumer tobacco products throughout the world. Through various operating subsidiaries located in tobacco-growing countries around the world and significant ownership interests in unconsolidated affiliates, the Company processes and/or sells flue-cured and burley tobaccos, dark air-cured tobaccos, and oriental tobaccos. Flue-cured, burley, and oriental tobaccos are used principally in the manufacture of cigarettes, and dark air-cured tobaccos are used mainly in the manufacture of cigars, pipe tobacco, and smokeless tobacco products. Some of these tobacco types are also used in the manufacture of next generation tobacco products that are intended to provide consumers with an alternative to traditional combustible products. The Tobacco Operations segment also provides physical and chemical

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Universal Corporation

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product testing for tobacco customers. A substantial portion of the Company’s Tobacco Operations’ revenues are derived from sales to a limited number of large, multinational cigarette and cigar manufacturers.

The Ingredients Operations segment provides its customers with a broad variety of plant-based ingredients for both human and pet consumption. The Ingredients Operations segment utilizes a variety of value-added manufacturing processes converting raw materials into a wide spectrum of fruit and vegetable juices, concentrates, dehydrated products, botanical extracts, flavorings, and colorings. Customers for the Ingredients Operations segment include large multinational food and beverage companies, smaller independent manufacturers, and retail organizations. FruitSmart, Inc. (“FruitSmart”), Silva International, Inc. (“Silva”), and Shank's Extracts, LLC d/b/a Universal Ingredients-Shank’s (“Universal Ingredients-Shank’s”) are the primary operations for the Ingredients Operations segment. FruitSmart supplies a broad set of juices, concentrates, pomaces, purees, fruit fibers, seeds, seed powders, and other value-added products to food, beverage, and flavor companies throughout the United States and internationally. Silva procures dehydrated vegetables, fruits, and herbs from around the world and specializes in processing natural materials into custom designed dehydrated vegetable and fruit-based ingredients for a variety of end products. Universal Ingredients-Shank’s offers a diversified portfolio of botanical extracts, distillates, natural flavors, and colorings for industrial and private label customers worldwide, and is known for their significant vanilla expertise. Universal Ingredients - Shank’s is also equipped to offer customers custom bottling and packaging for their products.

Universal incurs corporate overhead expenses related to senior management, sales, finance, legal, and other functions that are centralized at its corporate headquarters, as well as functions performed at several sales and administrative offices around the world. These overhead expenses are currently allocated to the reportable operating segments, generally on the basis of projected annual financial and operational performance, including volumes planned to be purchased and/or processed. Management believes this method of allocation is currently representative of the value of the related services provided to the operating segments. The CODM, which has been identified as a group comprised of the Company's Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, currently evaluates the performance of the operating segments based on operating income after allocated overhead expenses, plus equity in the pretax earnings of unconsolidated affiliates ("Segment Operating Income"). The CODM also uses Segment Operating Income for planning, forecasting, and allocating capital and other resources to the operating segments.

Operating results for the Company’s reportable segments for each period presented in the consolidated statements of income were as follows:

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

(in thousands of dollars) Tobacco Operations Ingredients Operations Consolidated Tobacco Operations Ingredients Operations Consolidated

Sales and other operating revenues $ 632,293 $ 82,950 $ 715,243 $ 612,624 $ 89,655 $ 702,279

Cost of goods sold (548,137) (68,635) (616,772) (516,265) (70,011) (586,276)

Selling, general and administrative expenses (48,082) (10,263) (58,345) (40,959) (12,082) (53,041)

Corporate overhead allocated to the segments (11,796) (2,230) (14,026) (17,030) (3,172) (20,202)

Equity in pretax earnings (loss) of unconsolidated affiliates (1)

2,299 — 2,299 7,456 — 7,456

Segment operating income 26,577 1,822 28,399 45,826 4,390 50,216

Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates (1)

(2,299) (7,456)

Restructuring and impairment costs (2)

— —

Goodwill impairment (3)

(41,061) —

Consolidated total $ (14,961) $ 42,760

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Fiscal Year Ended March 31, 2026 Fiscal Year Ended March 31, 2025

(in thousands of dollars) Tobacco Operations Ingredients Operations Consolidated Tobacco Operations Ingredients Operations Consolidated

Sales and other operating revenues $ 2,576,358 $ 348,112 $ 2,924,470 $ 2,608,675 $ 338,609 $ 2,947,284

Cost of goods sold (2,124,845) (287,609) (2,412,454) (2,133,063) (265,564) (2,398,627)

Selling, general and administrative expenses (181,476) (45,559) (227,035) (179,340) (48,610) (227,950)

Corporate overhead allocated to the segments (61,928) (11,708) (73,636) (65,195) (12,142) (77,337)

Equity in pretax earnings (loss) of unconsolidated affiliates(1)

3,430 — 3,430 9,103 — 9,103

Segment operating income 211,539 3,236 214,775 240,180 12,293 252,473

Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates(1)

(3,430) (9,103)

Restructuring and impairment costs (2)

(1,833) (10,573)

Goodwill impairment (3)

(41,061) —

Consolidated operating income $ 168,451 $ 232,797

(1)Equity in pretax earnings of unconsolidated affiliates is included in reportable segment operating income, but is reported below consolidated operating income and excluded from that total in the consolidated statements of income.

(2)Restructuring and impairment costs are excluded from reportable segment operating income, but are included in consolidated operating income in the consolidated statements of income.

(3)Goodwill impairment is excluded from reportable segment operating income, but is included in consolidated operating income in the consolidated statements of income.

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