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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): February 3, 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(s) Name of each 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 February 9, 2026, discussing its financial results for the quarter ended December 31, 2025. A copy of this release is furnished as Exhibit 99.1 to this Current Report on From 8-K and is incorporated by reference into this Item 2.02.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2026, the Board of Directors (the “Board”) of the Company elected Steven S. Diel as the Company’s Senior Vice President and Chief Financial Officer, effective April 1, 2026 (the “Effective Date”). Johan C. Kroner, who previously notified the Company of his intention to retire as Senior Vice President and Chief Financial Officer of the Company, effective on July 1, 2026, will step down as the Company’s Senior Vice President and Chief Financial Officer as of the Effective Date. In order to support a smooth transition of leadership, Mr. Kroner will remain with the Company as a Senior Vice President until the effective date of his retirement.
Mr. Diel, age 54, has served as Vice President and Chief Financial Officer for the Company’s Ingredients segment since January 2026. Prior to assuming this role, Mr. Diel served as Vice President, Business Development, for the Company since May 2018. From 2016 through April 2018, Mr. Diel served as Chief Financial Officer of Elitefts.com, Inc., a privately held fitness equipment retail and distribution company, and from 2014 through 2016, he served as Senior Manager - Financial Planning & Analysis at Chicago Bridge & Iron Company N.V. Mr. Diel holds an MBA from the Indiana University Kelley School of Business and a B.S. in Business Administration from Eastern Illinois University.
Any compensation changes made in connection with Mr. Diel’s election as the Company’s Senior Vice President and Chief Financial Officer will be determined and approved by the Company’s Compensation and Human Resources Committee at a later date.
There are no arrangements or understandings between Mr. Diel and any other person pursuant to which Mr. Diel was selected as an officer, and Mr. Diel does not have a family relationship with any of the Company’s directors or executive officers. Additionally, neither Mr. Diel nor any member of his immediate family has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01    Regulation FD Disclosure
On February 9, 2026, the Company issued a press release announcing the election of Mr. Diel. A copy of this release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act , or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
No. Description
99.1
99.2
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:
February 9, 2026
By: /s/ Catherine H. Claiborne
Catherine H. Claiborne
Vice President, General Counsel, and Secretary



EX-99.1 2 uvv-ex991x20251231xpressre.htm EX-99.1 Document

Exhibit 99.1
universalcorpbluea22b.jpg
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: 8:05 a.m. ET
Phone: (804) 359-9311
Fax: (804) 254-3584
Email: investor@universalleaf.com

Universal Corporation Reports Nine Month and Third Quarter 2026 Results

Continued Solid Consolidated Performance

Richmond, VA February 9, 2026 / BUSINESSWIRE
___________________________________________________________________________________

Universal Corporation (NYSE:UVV) (“Universal” or the “Company”), a global business-to-business agriproducts company, today announced financial results for the nine months and quarter ended December 31, 2025.

Preston D. Wigner, Chairman, President, and Chief Executive Officer of Universal, stated, “We are pleased with Universal's solid performance in the quarter and nine months ended December 31, 2025. Our tobacco operations continued to deliver strong results, with firm customer demand for most tobacco styles and shipments progressing smoothly. As market dynamics evolve toward oversupply, our long track record in sourcing and local expertise in our operating regions position us well to navigate the environment effectively and optimize results under a range of conditions.”

“In our Universal Ingredients business, we maintained revenue growth for the year to date period in the face of challenging market conditions with softer customer demand and tariff impacts," said Mr. Wigner. "Results for the quarter reflected market headwinds and higher fixed costs from the significant investments we have made. We remain focused on converting customer interest into sales and advancing the growth of our solutions-based portfolio."

Mr. Wigner continued, "We enhanced our liquidity and financial flexibility with the refinancing and upsizing of our credit facility in December 2025. This successful transaction, with strong support from our bank group, positions us well to advance our strategic priorities.
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We also recently published our Fiscal Year 2025 Sustainability Report, which highlights continued progress in areas that support the long-term resilience of our business. The significant increase in renewable electricity use we reported reflects the practical steps we are taking across our operations as we work toward our net-zero goal, while continuing to support farmers and strengthen our global supply chain."

FINANCIAL HIGHLIGHTS
Three Months Ended December 31, Change Nine Months Ended December 31, Change
(in millions of dollars, except per share data) 2025 2024 % 2025 2024 %
Consolidated Results
Sales and other operating revenue $ 861.3  $ 937.2  (8) % $ 2,209.2  $ 2,245.0  (2) %
Cost of goods sold $ 701.7  $ 743.6  (6) % $ 1,795.7  $ 1,812.4  (1) %
Gross profit margin percentage 18.5  % 20.7  % -220 bps 18.7  % 19.3  % -60 bps
Selling, general and administrative expenses $ 76.9  $ 89.5  (14) % $ 228.3  $ 232.0  (2) %
Restructuring and impairment costs $ 0.7  $ —  100  % $ 1.8  $ 10.6  (83) %
Operating income $ 82.0  $ 104.1  (21) % $ 183.4  $ 190.0  (3) %
Adjusted operating income (non-GAAP)* $ 82.7  $ 104.1  (21) % $ 185.2  $ 200.6  (8) %
Net income attributable to Universal Corporation $ 33.2  $ 59.6  (44) % $ 75.9  $ 85.7  (11) %
Adjusted net income attributable to Universal Corporation (non-GAAP)* $ 34.0  $ 59.6  (43) % $ 77.7  $ 96.2  (19) %
Diluted earnings (loss) per share $ 1.32  $ 2.37  (44) % $ 3.02  $ 3.41  (11) %
Adjusted diluted earnings (loss) per share (non-GAAP)* $ 1.35  $ 2.37  (43) % $ 3.09  $ 3.83  (19) %
Segment Results
Tobacco operations sales and other operating revenues $ 779.9  $ 853.9  (9) % $ 1,944.1  $ 1,996.1  (3) %
Tobacco operations operating income $ 84.0  $ 102.6  (18) % $ 185.0  $ 194.4  (5) %
Ingredients operations sales and other operating revenues $ 81.3  $ 83.3  (2) % $ 265.2  $ 249.0  %
Ingredients operations operating income (loss) $ (0.1) $ 3.7  (103) % $ 1.4  $ 7.9  (82) %
*See Reconciliation of Certain Non-GAAP Financial Measures in Other Items below

Nine Months 2026 Highlights

Consolidated Results
•Continued strong tobacco results against comparisons to an extraordinary prior fiscal year.
•Revenue of $2.2 billion, down $36 million or 2%, on lower tobacco sales volumes partially offset by higher third-party tobacco processing volumes and a favorable ingredients product mix.
•Operating income of $183 million, down $7 million or 3%, on lower sales volumes in our Tobacco Operations segment and higher fixed costs and market headwinds, including broader softness in the consumer-packaged-goods sector, in our Ingredients Operations segment, partially offset by favorable foreign currency comparisons.

Tobacco Operations Segment
•Revenue down $52 million on lower sales of dark air-cured tobacco, partially offset by higher third-party tobacco processing volumes.
•Segment operating income down $9 million largely on a 4% drop in tobacco sales volumes due to lower sales of certain types of tobacco.

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•Tobacco Operations segment results reflected:
◦Continued firm customer demand for most tobacco styles;
◦Larger current crops, particularly in Brazil and African origins;
◦Increased third-party tobacco processing revenue;
◦Favorable foreign currency comparisons;
◦Higher dark air-cured inventory write-downs;
◦Lower sales of dark air-cured tobacco; and
◦Lower sales of carryover crop tobacco.
•Uncommitted tobacco inventory levels have remained in our target range at approximately 17% at December 31, 2025.
•Some dark air-cured tobacco styles in oversupply position. Flue-cured, burley, and oriental tobacco continued to move into oversupply positions.

Ingredients Operations Segment
•Revenue up 7% on increased sales driven by organic growth.
•Sales of certain products were negatively impacted by market headwinds, including weakness in the consumer-packaged-goods industry and tariff impacts.
•Lower operating income reflected product mix, higher fixed costs, including additional depreciation from our expanded production facility, as well as inventory write-downs.
•Continued steady interest in our enhanced product capabilities.
•Ongoing focus on building scale through our pipeline of solution-based products and on long-term sustainable growth.

Select Balance Sheet Items, Liquidity, and Debt
•Increased working capital usage on larger tobacco crops and timing of tobacco crop purchases.
•Total debt down $77 million at December 31, 2025, compared to December 31, 2024.
•Net debt (non-GAAP) up $51 million at December 31, 2025, compared to December 31, 2024.
•Refinanced and upsized revolving credit facility by $250 million in December 2025; extended maturity to December 2030.
•Approximately $595 million available under revolving credit facility as of December 31, 2025.

Additional Items
•Restructuring and impairment costs of $2 million in the nine months ended December 31, 2025, compared to $11 million in the nine months ended December 31, 2024.
•Interest expense down $6 million, compared to the same period in the prior fiscal year.
•Higher consolidated effective tax rate of 32% due to the impact of certain withholdings on dividends from foreign subsidiaries and the mix of domestic and foreign earnings.

Third Quarter 2026 Highlights

Consolidated Results
•Continued strong tobacco results against comparisons to a robust third quarter in the extraordinary prior fiscal year.
•Revenue down $76 million, or 8%, to $861 million, on lower tobacco sales volumes and prices as well as ingredients product mix.
•Operating income down $22 million, or 21%, to $82 million on lower tobacco sales volumes and higher dark air-cured tobacco inventory write-downs, partially offset by favorable foreign currency comparisons.


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Tobacco Operations Segment
•Revenue down $74 million, on lower tobacco sales volumes.
•Tobacco sales volumes down, about 8%, on lower sales of certain types of tobacco as well as timing of tobacco shipments.
•Segment operating income down $19 million on lower tobacco sales volumes and higher dark air-cured tobacco inventory write-downs, partially offset by favorable foreign currency comparisons.

Ingredients Operations Segment
•Segment negatively impacted by higher fixed costs and market headwinds, including weakness in the consumer-package-goods sector and tariff impacts.
•Revenue down $2 million on product mix and market headwinds.
•Lower operating income reflected higher fixed costs, including additional depreciation from our expanded production facility, product mix, and inventory write-downs.

Additional Items
•Restructuring and impairment costs of $0.7 million in the quarter ended December 31, 2025.
•Interest expense down $2 million, compared to the same period in the prior fiscal year.
•Higher consolidated effective tax rate of 38% due to the impact of certain withholdings on dividends from foreign subsidiaries and the mix of domestic and foreign earnings.

Sustainability Update

Universal recently published its Fiscal Year 2025 Sustainability Report, highlighting progress across key environmental and supply chain priorities. In fiscal year 2025, the Company increased renewable electricity consumption nearly sixfold year over year, with 17.7% of global electricity sourced from renewable energy, supporting its science-based emissions targets and commitment to achieve net-zero greenhouse gas emissions across the value chain by 2050. The Company also continued to enhance supply chain transparency and farmer engagement through MobiLeafTM, its digital farm data platform, and maintained direct relationships with more than 200,000 contracted farmers worldwide.

Other Items

Reconciliation of Certain Non-GAAP Financial Measures
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 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), 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.

Net debt, net capitalization, and net debt to net capitalization ratio are also 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
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of net debt to total debt and net capitalization to total capitalization are provided below. Management believes these non-GAAP measures are meaningful indicators of liquidity and financial position.

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:
Adjusted Operating Income Reconciliation
Three Months Ended December 31, Nine Months Ended December 31,
(in thousands) 2025 2024 2025 2024
As Reported: Consolidated operating income $ 81,950  $ 104,076  $ 183,412  $ 190,037 
Restructuring and impairment costs(1)
711  —  1,833  10,573 
As Adjusted operating income (non-GAAP) $ 82,661  $ 104,076  $ 185,245  $ 200,610 
Adjusted Net Income Attributable to Universal Corporation and Adjusted Diluted Earnings Per Share Reconciliation
(in thousands except for per share amounts)
Three Months Ended December 31, Nine Months Ended December 31,
2025 2024 2025 2024
As Reported: Net income attributable to Universal Corporation $ 33,249  $ 59,639  $ 75,915  $ 85,709 
Restructuring and impairment costs(1)
711  —  1,833  10,573 
Total of non-GAAP adjustments to income before income taxes 711  —  1,833  10,573 
Non-GAAP adjustments to income taxes
Income tax benefit from restructuring and impairment costs(1)(2)
—  —  (35) (132)
Total of income tax impacts for non-GAAP adjustments to income before income taxes —  —  (35) (132)
As adjusted: Net income attributable to Universal Corporation (non-GAAP) $ 33,960  $ 59,639  $ 77,713  $ 96,150 
As reported: Diluted earnings per share $ 1.32  $ 2.37  $ 3.02  $ 3.41 
As adjusted: Diluted earnings per share (non-GAAP) $ 1.35  $ 2.37  $ 3.09  $ 3.83 
(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 available to Universal Corporation, and Adjusted diluted earnings per share.
(2)    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
December 31, December 31, March 31,
(in thousands) 2025 2024 2025
Add: Notes payable and overdrafts $ 462,248  $ 538,526  $ 455,039 
Add: Long-term obligations 616,585  617,780  617,918 
Add: Current portion of long-term obligations —  —  — 
Total Debt 1,078,833  1,156,306  1,072,957 
Add: Customer advances and deposits 1,667  3,362  3,763 
Less: Cash and cash equivalents 85,227  215,108  260,115 
Net Debt (non-GAAP) $ 995,273  $ 944,560  $ 816,605 
Add: Total Universal Corporation shareholders' equity 1,482,808  1,450,610  1,458,556 
Net Capitalization (non-GAAP) $ 2,478,081  $ 2,395,170  $ 2,275,161 
Net Debt/Net Capitalization (non-GAAP) 40  % 39  % 36  %

Investor Conference Call

At 5:00 p.m. (Eastern Time) on February 9, 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 May 9, 2026. A taped replay of the call will also be available through February 23, 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.

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 2026 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.
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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; our inability to use a Form S-3 registration statement; 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 Securities and Exchange Commission (the "SEC"), which 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 December 31, Nine Months Ended December 31,
2025 2024 2025 2024
(Unaudited) (Unaudited)
Sales and other operating revenues $ 861,288  $ 937,193  $ 2,209,227  $ 2,245,005 
Costs and expenses
Cost of goods sold 701,700  743,605  1,795,682  1,812,351 
Selling, general and administrative expenses 76,927  89,512  228,300  232,044 
Restructuring and impairment costs 711  —  1,833  10,573 
Operating income 81,950  104,076  183,412  190,037 
Equity in pretax earnings (loss) of unconsolidated affiliates 1,257  2,149  1,131  1,647 
Other non-operating income (expense) 584  468  1,752  1,393 
Interest income 360  623  1,785  1,726 
Interest expense 17,260  19,303  55,475  61,310 
Income (loss) before income taxes and other items 66,891  88,013  132,605  133,493 
Income taxes 25,303  20,217  41,847  34,552 
Net income (loss) 41,588  67,796  90,758  98,941 
Less: net loss (income) attributable to noncontrolling interests in subsidiaries (8,339) (8,157) (14,843) (13,232)
Net income (loss) attributable to Universal Corporation $ 33,249  $ 59,639  $ 75,915  $ 85,709 
Earnings per share:
Basic $ 1.33  $ 2.39  $ 3.03  $ 3.44 
Diluted $ 1.32  $ 2.37  $ 3.02  $ 3.41 

See accompanying notes.


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UNIVERSAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
December 31, December 31, March 31,
2025 2024 2025
(Unaudited) (Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 85,227  $ 215,108  $ 260,115 
Accounts receivable, net 571,511  650,021  625,876 
Advances to suppliers, net 168,348  156,108  169,385 
Accounts receivable—unconsolidated affiliates 62,390  578  7,143 
Inventories—at lower of cost or net realizable value:
Tobacco 990,638  924,684  806,332 
Other 212,321  189,663  189,610 
Prepaid income taxes 16,020  10,930  19,595 
Other current assets 76,970  68,553  78,041 
Total current assets 2,183,425  2,215,645  2,156,097 
Property, plant and equipment
Land 26,286  26,081  26,113 
Buildings 332,864  327,376  333,398 
Machinery and equipment 756,467  709,840  723,935 
1,115,617  1,063,297  1,083,446 
Less accumulated depreciation (740,949) (689,445) (710,472)
374,668  373,852  372,974 
Other assets
Operating lease right-of-use assets 36,906  33,982  34,260 
Goodwill, net 213,798  213,819  213,840 
Other intangibles, net 50,635  60,444  57,836 
Investments in unconsolidated affiliates 85,137  70,351  79,317 
Deferred income taxes 15,395  17,517  16,539 
Pension asset 13,580  12,511  12,819 
Other noncurrent assets 43,970  42,298  45,870 
459,421  450,922  460,481 
Total assets $ 3,017,514  $ 3,040,419  $ 2,989,552 

See accompanying notes.





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UNIVERSAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
December 31, December 31, March 31,
2025 2024 2025
(Unaudited) (Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable and overdrafts $ 462,248  $ 538,526  $ 455,039 
Accounts payable 82,580  78,327  98,036 
Accounts payable—unconsolidated affiliates 2,708  5,985  1,999 
Customer advances and deposits 1,667  3,362  3,763 
Accrued compensation 27,381  32,232  44,646 
Income taxes payable 19,949  15,341  12,586 
Current portion of operating lease liabilities 11,277  9,835  10,742 
Accrued expenses and other current liabilities 143,637  135,707  123,350 
Current portion of long-term debt —  —  — 
Total current liabilities 751,447  819,315  750,161 
Long-term debt 616,585  617,780  617,918 
Pensions and other postretirement benefits 36,665  36,485  35,336 
Long-term operating lease liabilities 23,570  20,408  20,608 
Other long-term liabilities 26,222  18,688  22,901 
Deferred income taxes 37,851  35,831  42,090 
Total liabilities 1,492,340  1,548,507  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 24,921,155 shares issued and outstanding at December 31, 2025 (24,715,625 at December 31, 2024 and 24,715,625 at March 31, 2025)
354,126  350,243  351,626 
Retained earnings 1,200,890  1,197,972  1,186,981 
Accumulated other comprehensive loss (72,208) (97,605) (80,051)
Total Universal Corporation shareholders' equity 1,482,808  1,450,610  1,458,556 
Noncontrolling interests in subsidiaries 42,366  41,302  41,982 
Total shareholders' equity 1,525,174  1,491,912  1,500,538 
Total liabilities and shareholders' equity $ 3,017,514  $ 3,040,419  $ 2,989,552 

See accompanying notes.



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UNIVERSAL CORPORATION     
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
Nine Months Ended December 31,
2025 2024
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 90,758  $ 98,941 
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation and amortization 40,206  44,554 
Net provision for losses (recoveries) on advances to suppliers 1,721  (445)
Inventory writedowns 17,326  6,624 
Stock-based compensation expense 9,839  7,458 
Foreign currency remeasurement (gain) loss, net 4,578  12,183 
Foreign currency exchange contracts (2,734) 3,206 
Deferred income taxes (1,546) (3,616)
Equity in net loss (income) of unconsolidated affiliates, net of dividends 215  2,767 
Restructuring and impairment costs 1,833  10,573 
Restructuring payments (2,957) (892)
Other, net (1,374) 3,087 
Changes in operating assets and liabilities, net: (215,904) (16,212)
Net cash provided (used) by operating activities (58,039) 168,228 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (40,303) (54,885)
Proceeds from sale of property, plant and equipment 6,601  2,035 
Net cash used by investing activities (33,702) (52,850)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of short-term debt, net 5,049  121,094 
Issuance of long-term debt 89,130  — 
Repayment of long-term debt (89,130) — 
Dividends paid to noncontrolling interests (14,063) (12,880)
Dividends paid on common stock (60,862) (59,666)
Settlement costs from termination of interest rate swap agreements (988) — 
Other (12,873) (3,716)
Net cash provided (used) by financing activities (83,737) 44,832 
Effect of exchange rate changes on cash, restricted cash and cash equivalents 590  (695)
Net increase (decrease) in cash, restricted cash and cash equivalents (174,888) 159,515 
Cash, restricted cash and cash equivalents at beginning of year 260,115  55,593 
Cash, restricted cash and cash equivalents at end of period $ 85,227  $ 215,108 
See accompanying notes.
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NOTE 1. BASIS OF PRESENTATION

Universal Corporation, which together with its subsidiaries is referred to herein as “Universal” or the “Company,” is a global business-to-business agri-products 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. All adjustments necessary to state fairly the results for the period have been included and were of a normal recurring nature. 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, 2025.

NOTE 2.   EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended December 31, Nine Months Ended December 31,
(in thousands, except share and per share data) 2025 2024 2025 2024
Basic Earnings (Loss) Per Share
Numerator for basic earnings (loss) per share
Net income (loss) attributable to Universal Corporation $ 33,249  $ 59,639  $ 75,915  $ 85,709 
Denominator for basic earnings (loss) per share
Weighted average shares outstanding 25,056,517  24,980,792  25,030,798  24,934,786 
Basic earnings (loss) per share $ 1.33  $ 2.39  $ 3.03  $ 3.44 
Diluted Earnings (Loss) Per Share
Numerator for diluted earnings (loss) per share
Net income (loss) attributable to Universal Corporation $ 33,249  $ 59,639  $ 75,915  $ 85,709 
Denominator for diluted earnings (loss) per share:
Weighted average shares outstanding 25,056,517  24,980,792  25,030,798  24,934,786 
Effect of dilutive securities
Employee and outside director share-based awards 132,359  161,875  136,027  180,367 
Denominator for diluted earnings (loss) per share 25,188,876  25,142,667  25,166,825  25,115,153 
Diluted earnings (loss) per share $ 1.32  $ 2.37  $ 3.02  $ 3.41 

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.
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Page 13
The Tobacco Operations segment also provides physical and chemical 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, and flavorings. 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 color 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.
Reportable segment data as of, or for, each period presented in the consolidated statements of income and comprehensive income, the consolidated balance sheets, and the consolidated statements of cash flows is as follows:
Three Months Ended December 31, 2025 Three Months Ended December 31, 2024
Tobacco Operations Ingredients Operations Consolidated Tobacco Operations Ingredients Operations Consolidated
Sales and other operating revenues $ 779,946  $ 81,342  $ 861,288  $ 853,884  $ 83,309  $ 937,193 
Cost of goods sold (634,173) (67,527) (701,700) (678,885) (64,720) (743,605)
Selling, general and administrative expenses (48,583) (11,218) (59,801) (58,178) (11,875) (70,053)
Corporate overhead allocated to the segments (14,403) (2,723) (17,126) (16,404) (3,055) (19,459)
Equity in pretax earnings (loss) of unconsolidated affiliates (1)
1,257  —  1,257  2,149  —  2,149 
Segment operating income 84,044  (126) 83,918  102,566  3,659  106,225 
Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates (1)
(1,257) (2,149)
Restructuring and impairment costs (2)
(711) — 
Consolidated total $ 81,950  $ 104,076 
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Nine Months Ended December 31, 2025 Nine Months Ended December 31, 2024
Tobacco Operations Ingredients Operations Consolidated Tobacco Operations Ingredients Operations Consolidated
Sales and other operating revenues $ 1,944,065  $ 265,162  $ 2,209,227  $ 1,996,051  $ 248,954  $ 2,245,005 
Cost of goods sold (1,576,708) (218,974) (1,795,682) (1,616,797) (195,554) (1,812,351)
Selling, general and administrative expenses (133,394) (35,296) (168,690) (138,383) (36,527) (174,910)
Corporate overhead allocated to the segments (50,132) (9,478) (59,610) (48,164) (8,970) (57,134)
Equity in pretax earnings (loss) of unconsolidated affiliates(1)
1,131  —  1,131  1,647  —  1,647 
Segment operating income 184,962  1,414  186,376  194,354  7,903  202,257 
Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates(1)
(1,131) (1,647)
Restructuring and impairment costs (2)
(1,833) (10,573)
Consolidated operating income $ 183,412  $ 190,037 

(1)Equity in pretax earnings (loss) of unconsolidated affiliates is included in segment operating income (Tobacco Operations), but is reported below consolidated operating income and excluded from that total in the consolidated statements of income and comprehensive income.
(2)Restructuring and impairment costs are excluded from segment operating income, but are included in consolidated operating income in the consolidated statements of income and comprehensive income.

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EX-99.2 3 uvv-ex992x20260209xpressre.htm EX-99.2 Document

Exhibit 99.2
universalcorpbluea22a.jpg
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: 8:00 a.m. ET
Phone: (804) 359-9311
Fax: (804) 254-3584
Email: investor@universalleaf.com

Universal Corporation Appoints Steven S. Diel as Chief Financial Officer

Diel Brings Over 25 Years of Financial, Strategy, Corporate Development, and operational Leadership Experience

Richmond, VA February 9, 2026 / BUSINESSWIRE
___________________________________________________________________________________

Universal Corporation (NYSE: UVV) (“Universal” or the “Company”), a leading global business-to-business agriproducts company, today announced that Steven S. Diel, has been appointed Senior Vice President and CFO of Universal Corporation, effective April 1, 2026.
Mr. Diel brings over 25 years of experience in finance, corporate development, and business strategy expertise. Mr. Diel joined Universal Corporation in 2018 as Vice President of Business Development, where he led the Company’s financial planning and analysis and corporate development functions. In that role, he was responsible for acquisitions totaling more than $350 million that established the Company’s ingredients segment and gained a deep understanding of the Company’s tobacco and ingredients business and operations. His was recently promoted to Vice President and CFO of Universal Ingredients, which reflects the meaningful contributions he has made to the organization throughout his tenure, as well as his expertise in combining financial discipline with operational and strategic insight.
“Steve is a trusted Universal leader with significant financial expertise, a strong command of our business, and a proven record of strategic execution,” said Preston D. Wigner, Chairman, President, and Chief Executive Officer of Universal. “His appointment as CFO reflects our confidence in his ability to lead our global finance organization, strengthen enterprise performance, and drive long-term value creation. I look forward to partnering with Steve as he steps into this role and helps accelerate our strategy and unlock additional value for our shareholders.”
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“I am honored to become the CFO of Universal and look forward to building on the strength of our finance organization and supporting the continued execution of our strategy,” said Mr. Diel. “I have seen firsthand the talent, discipline, and commitment that power Universal’s global finance teams and drive results across our business. I look forward to partnering with Preston, executive management, the Board, and our finance teams around the world to advance our momentum as a global agriproducts leader.”
As announced in July 2025, Johan C. Kroner, the Company’s current Senior Vice President and CFO, will remain a Senior Vice President of the Company until July 1, 2026, serving as an advisor to Mr. Wigner and supporting a smooth CFO transition with Mr. Diel.
Mr. Wigner stated, “I deeply appreciate Johan’s continued support during his tenure and wish him all the best in his well-deserved retirement.”
About Steven S. Diel
Mr. Diel joined Universal in 2018 as Vice President of Business Development, where he led the Company’s financial planning and analysis and corporate development functions. Effective January 1, 2026, Mr. Diel was appointed Vice President and CFO of Universal Ingredients.
Prior to joining Universal, he served in senior finance and corporate development roles with several public and private companies. Mr. Diel served as CFO of a privately held company, where he led the finance team and various administrative functions. He also served as Senior Manager of Financial Planning & Analysis at Chicago Bridge & Iron Company N.V., Director of Global Strategy, Mergers and Acquisitions and other finance and corporate development roles at Ashland, Inc., Nexeo Solutions, LLC, and World Kinect Corporation. He currently serves as Chairman of the Board of the Better Business Bureau of Central Virginia. Mr. Diel holds an MBA from Indiana University and a Bachelor of Science from Eastern Illinois University.
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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