What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-02-11 compared with 2025-11-12 · 142 added, 130 removed, 575 unchanged (32% of the section changed)

3 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended Six Months Ended

September 30, September 30,

Three Months Ended Nine Months Ended

December 31, December 31,

(in thousands, except per share data) 2025 2024 2025 2024

7 unchanged sentences

Gain on debt retirement — — — 8,178

Gain on pension settlement 373 — 373 —

Interest expense, net 36,566 32,913 104,255 101,935

1 unchanged sentence

Income tax expense 10,297 18,088 25,829 32,248

Income (loss) from unconsolidated affiliates, net 597 585 ( 672 ) 3,148

Net (loss) income ( 902 ) ( 3,273 ) ( 16,165 ) 1,679

Net (loss) income attributable to noncontrolling interests ( 23 ) ( 46 ) 539 264

Net (loss) income attributable to Pyxus International, Inc.

Income from unconsolidated affiliates, net 12,366 4,330 11,694 7,478

Net income 17,162 19,410 997 21,089

Net income attributable to noncontrolling interests 259 512 798 776

Net income attributable to Pyxus International, Inc.

$ 16,903 $ 18,898 $ 199 $ 20,313

(Loss) earnings per share:

Earnings per share:

Basic $ 0.65 $ 0.74 $ 0.01 $ 0.79

6 unchanged sentences

and Subsidiaries

Condensed Consolidated Statements of Comprehensive (Loss) Income

Three Months Ended Six Months Ended

September 30, September 30,

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended Nine Months Ended

December 31, December 31,

(in thousands) 2025 2024 2025 2024

Net (loss) income $ ( 902 ) $ ( 3,273 ) $ ( 16,165 ) $ 1,679

Net income $ 17,162 $ 19,410 $ 997 $ 21,089

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment 154 ( 976 ) 1,716 ( 155 )

Pension and other postretirement benefit plans ( 1,521 ) — ( 1,521 ) —

Cash flow hedges ( 444 ) ( 2,453 ) ( 3 ) ( 3,424 )

Total other comprehensive (loss) income, net of tax $ ( 1,811 ) $ ( 3,429 ) $ 192 $ ( 3,579 )

Total comprehensive (loss) income ( 2,395 ) ( 1,729 ) ( 14,162 ) 1,529

Comprehensive (loss) income attributable to noncontrolling interests ( 23 ) ( 46 ) 539 264

Comprehensive (loss) income attributable to Pyxus International, Inc.

Total comprehensive income 15,351 15,981 1,189 17,510

Comprehensive income attributable to noncontrolling interests 259 512 798 776

Comprehensive income attributable to Pyxus International, Inc.

$ 15,092 $ 15,469 $ 391 $ 16,734

3 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands) September 30, 2025 September 30, 2024 March 31, 2025

(in thousands) December 31, 2025 December 31, 2024 March 31, 2025

Current assets

67 unchanged sentences

Balance, September 30, 2025 $ 393,392 $ ( 256,829 ) $ ( 4,483 ) $ 12,516 $ 1,285 $ 6,085 $ 151,966

Net income — 16,903 — — — 259 17,162

Equity-based compensation 272 — — — — — 272

Other comprehensive income (loss), net of tax — — 154 ( 1,521 ) ( 444 ) — ( 1,811 )

Balance, December 31, 2025 $ 393,664 $ ( 239,926 ) $ ( 4,329 ) $ 10,995 $ 841 $ 6,344 $ 167,589

Balance, March 31, 2024 $ 389,789 $ ( 255,291 ) $ ( 5,692 ) $ 12,766 $ 712 $ 4,539 $ 146,823

9 unchanged sentences

Balance, September 30, 2024 $ 392,421 $ ( 253,876 ) $ ( 4,871 ) $ 12,766 $ ( 259 ) $ 4,578 $ 150,759

Net income — 18,898 — — — 512 19,410

Equity-based compensation 267 — — — — — 267

Other comprehensive loss, net of tax — — ( 976 ) — ( 2,453 ) — ( 3,429 )

Balance, December 31, 2024 $ 392,688 $ ( 234,978 ) $ ( 5,847 ) $ 12,766 $ ( 2,712 ) $ 5,090 $ 167,007

See "Notes to Condensed Consolidated Financial Statements"

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Six Months Ended

September 30,

Nine Months Ended

(in thousands) 2025 2024

Operating Activities:

Net (loss) income $ ( 16,165 ) $ 1,679

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Net income $ 997 $ 21,089

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization 15,647 15,038

2 unchanged sentences

Loss on foreign currency transactions 7,233 1,604

Gain on pension settlement ( 373 ) —

Equity-based compensation 765 3,899

Loss (income) from unconsolidated affiliates, net of dividends 672 ( 3,148 )

Income from unconsolidated affiliates, net of dividends ( 4,672 ) 3,997

Changes in operating assets and liabilities, net

19 unchanged sentences

Repayment of revolving loan facilities ( 221,000 ) ( 238,000 )

Debt issuance costs ( 3,808 ) ( 2,808 )

Repayment of long-term borrowings — ( 55,822 )

Debt issuance costs ( 4,188 ) ( 3,147 )

Other, net 299 ( 275 )

18 unchanged sentences

Revenue Recognition

(Loss) Earnings Per Share

Earnings Per Share

Restricted Cash

11 unchanged sentences

Segment Information

Subsequent Events

Basis of Presentation and Summary of Significant Accounting Policies

53 unchanged sentences

The Company is currently evaluating the impact this new accounting standard will have on its financial condition, results of operations, and cash flows.

In November 2025, the FASB issued ASU No.

2025-09, Hedge Accounting Improvements , to clarify certain aspects of existing hedge accounting guidance, and to more closely align hedge accounting with the economics of an entity's risk management activities.

This amendment is effective for the Company’s annual and interim periods beginning April 1, 2027 and requires adoption on a prospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact this new accounting standard will have on its financial condition, results of operations, and cash flows.

In December 2025, the FASB issued ASU No.

2025-10, Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities.

This new guidance is effective for the Company’s fiscal year beginning April 1, 2029, including interim periods within that fiscal year.

Early adoption is permitted.

The Company is currently evaluating the impact this new accounting standard will have on its financial condition, results of operations, and cash flows.

Revenue Recognition

4 unchanged sentences

The following disaggregates sales and other operating revenues by major source, with the All Other category being included for purposes of reconciliation of the respective balances below of the Leaf segment (the Company's sole reportable segment) to the condensed consolidated financial statements:

Three Months Ended Six Months Ended

September 30, September 30,

Three Months Ended Nine Months Ended

December 31, December 31,

2025 2024 2025 2024

5 unchanged sentences

The following summarizes activity in the allowance for expected credit losses:

Three Months Ended Six Months Ended

September 30, September 30,

Three Months Ended Nine Months Ended

December 31, December 31,

2025 2024 2025 2024

5 unchanged sentences

Trade receivables, net $ 246,812 $ 326,641 $ 246,812 $ 326,641

The Company’s provision for income taxes for the three and six months ended September 30, 2025 was calculated by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusting for discrete items that occurred during the period.

The Company’s provision for income taxes for the three and six months ended September 30, 2024 was calculated using the discrete method, as allowed under FASB Accounting Standards Codification 740-270, Income Taxes - Interim Reporting .

The discrete method used in the prior year calculates income tax expense as if the six-month interim period was an annual period.

The effective tax rate for the three months ended September 30, 2025 and 2024 was 117.0 % and 192.2 %, respectively.

For the three months ended September 30, 2025, the difference between the Company's effective tax rate and the U.S.

statutory rate of 21.0% is primarily due to tax expense related to foreign currency gains, the liability for unrecognized tax benefits, and non-deductible interest expense.

The effective tax rate for the six months ended September 30, 2025 was not meaningful due to near break-even income before income taxes for the period.

The effective tax rate for the six months ended September 30, 2024 was 111.6 %.

For the six months ended September 30, 2025, tax expense is impacted by foreign currency gains, the liability for unrecognized tax benefits, and non-deductible interest expense.

The Company’s provision for income taxes for the three and nine months ended December 31, 2025 was calculated by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusting for discrete items that occurred during the period.

The Company’s provision for income taxes for the three and nine months ended December 31, 2024 was calculated using the discrete method, as allowed under FASB Accounting Standards Codification 740-270, Income Taxes - Interim Reporting .

The discrete method used in the prior year calculates income tax expense as if the nine-month interim period was an annual period.

The effective tax rate for the three months ended December 31, 2025 and 2024 was 68.2 % and 54.5 %, respectively.

For the three months ended December 31, 2025, the difference between the Company's effective tax rate and the U.S.

statutory rate of 21.0% is primarily due to tax expense related to the effect of non-U.S.

income taxes, non-deductible interest expense, and unremitted foreign earnings.

The effective tax rate for the nine months ended December 31, 2025 and 2024 was 170.7 % and 70.3 %, respectively.

For the nine months ended December 31, 2025, the difference between the Company's effective tax rate and the U.S.

statutory rate of 21.0% is primarily due to tax expense related to foreign currency gains, additional reserves for unrecognized tax benefits, and non-deductible interest expense.

On July 4, 2025, the U.S.

3 unchanged sentences

The Company has included the effects of the OBBBA in its current-period provision for income taxes and determined it did not have a material impact on our estimated annual effective tax rate for the fiscal year ending March 31, 2026.

(Loss) Earnings Per Share

The following summarizes the computation of (loss) earnings per share:

Three Months Ended Six Months Ended

September 30, September 30,

Earnings Per Share

The following summarizes the computation of earnings per share:

Three Months Ended Nine Months Ended

December 31, December 31,

2025 2024 2025 2024

Net (loss) income attributable to Pyxus International, Inc.

Net income attributable to Pyxus International, Inc.

$ 16,903 $ 18,898 $ 199 $ 20,313

2 unchanged sentences

Diluted weighted average shares outstanding 25,917 25,540 25,956 25,643

(Loss) earnings per share:

Earnings per share:

Basic $ 0.65 $ 0.74 $ 0.01 $ 0.79

Diluted $ 0.65 $ 0.74 $ 0.01 $ 0.79

(1) For the three and six months ended September 30, 2025, 186 shares and 225 shares, respectively, related to outstanding restricted stock units have been excluded from the computation of diluted earnings per share because their effect would be antidilutive.

For the three and six months ended September 30, 2024, 96 shares and 82 shares, respectively, related to outstanding restricted stock units have been excluded from the computation of diluted earnings per share because their effect would be antidilutive.

(1) For the three and nine months ended December 31, 2024, 63 shares and 6 shares, respectively, related to outstanding restricted stock units have been excluded from the computation of diluted earnings per share because their effect would be antidilutive.

Restricted Cash

The following summarizes the composition of restricted cash:

September 30, 2025 September 30, 2024 March 31, 2025

December 31, 2025 December 31, 2024 March 31, 2025

Compensating balance for short-term borrowings $ 542 $ 542 $ 542

5 unchanged sentences

The following summarizes the composition of inventories, net:

September 30, 2025 September 30, 2024 March 31, 2025

December 31, 2025 December 31, 2024 March 31, 2025

Processed tobacco $ 768,608 $ 603,283 $ 490,410

4 unchanged sentences

Equity Method Investments

The following summarizes the Company's equity method investments as of September 30, 2025:

The following summarizes the Company's equity method investments as of December 31, 2025:

Investee Name Location Primary Purpose Ownership Percentage Basis Difference (1)

8 unchanged sentences

Purilum, LLC U.S.

Produce flavor formulations and consumable e-liquids 50 % 4,589

Produce flavor formulations and consumable nicotine products 50 % 4,589

Siam Tobacco Export Corporation Ltd.

2 unchanged sentences

The following summarizes financial information for these equity method investments:

Three Months Ended Six Months Ended

September 30, September 30,

Three Months Ended Nine Months Ended

December 31, December 31,

2025 2024 2025 2024

2 unchanged sentences

Gross profit 37,326 25,977 57,102 45,692

Net income (loss) 1,715 1,182 ( 951 ) 6,421

September 30, 2025 September 30, 2024 March 31, 2025

Net income 25,109 8,933 24,158 15,354

December 31, 2025 December 31, 2024 March 31, 2025

Balance sheet:

7 unchanged sentences

The following summarizes the Company's financial relationships with its unconsolidated variable interest entities:

September 30, 2025 September 30, 2024 March 31, 2025

December 31, 2025 December 31, 2024 March 31, 2025

Investments in variable interest entities $ 95,098 $ 90,685 $ 90,239

3 unchanged sentences

The gross carrying amount and accumulated amortization of intangible assets consist of the following:

September 30, 2025

December 31, 2025

Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net

4 unchanged sentences

Total $ 49,019 $ ( 23,844 ) $ 25,175

September 30, 2024

December 31, 2024

Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net

12 unchanged sentences

The following summarizes amortization expense for definite-lived intangible assets:

Three Months Ended Six Months Ended

September 30, September 30,

Three Months Ended Nine Months Ended

December 31, December 31,

2025 2024 2025 2024

2 unchanged sentences

The following summarizes debt and notes payable:

Interest Rate September 30, 2025 September 30, 2024 March 31, 2025

Interest Rate December 31, 2025 December 31, 2024 March 31, 2025

Senior secured credit facilities:

ABL Credit Facility 7.2 % (1)

$ — $ 35,000 $ —

Senior secured notes:

16 unchanged sentences

Letters of credit $ 8,460 $ 8,095 $ 7,790

(1) Weighted average stated rate for the trailing twelve months ended September 30, 2025 or, for indebtedness outstanding only during a portion of such twelve-month period, for the portion of such period that such indebtedness was outstanding.

(1) Weighted average stated rate for the trailing twelve months ended December 31, 2025 or, for indebtedness outstanding only during a portion of such twelve-month period, for the portion of such period that such indebtedness was outstanding.

(2) Balance of $ 146,451 is net of a debt discount of $ 1,888 .

11 unchanged sentences

The ABL Credit Agreement was amended on May 12, 2025 to, among other things increase the aggregate amount of the revolving loan commitments under the ABL Credit Facility to $ 150,000 , and to extend the maturity to May 12, 2030 or, if earlier, 90 days prior to the earliest stated maturity date of the outstanding senior secured notes and the senior secured term loans (each currently scheduled to mature on December 31, 2027).

At September 30, 2025, the Borrowers and the parent guarantors under the ABL Credit Agreement were in compliance with the covenants under the ABL Credit Agreement.

At December 31, 2025, the Borrowers and the parent guarantors under the ABL Credit Agreement were in compliance with the covenants under the ABL Credit Agreement.

Intabex Term Loans

4 unchanged sentences

The Intabex Term Loans are stated to mature on December 31, 2027.

At September 30, 2025, Pyxus Holdings and the guarantors under the Intabex Term Loan Credit Agreement were in compliance with all covenants under the Intabex Term Loan Credit Agreement.

At December 31, 2025, Pyxus Holdings and the guarantors under the Intabex Term Loan Credit Agreement were in compliance with all covenants under the Intabex Term Loan Credit Agreement.

Pyxus Term Loans

3 unchanged sentences

The Pyxus Term Loans are stated to mature on December 31, 2027.

At September 30, 2025, Pyxus Holdings and the guarantors under the Pyxus Term Loan Credit Agreement were in compliance with all covenants under the Pyxus Term Loan Credit Agreement.

At December 31, 2025, Pyxus Holdings and the guarantors under the Pyxus Term Loan Credit Agreement were in compliance with all covenants under the Pyxus Term Loan Credit Agreement.

8.50 % Senior Secured Notes due 2027

2 unchanged sentences

The 2027 Notes bear interest at a rate of 8.5 % per annum, which interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

At September 30, 2025, Pyxus Holdings and the guarantors of the 2027 Notes were in compliance with all covenants under the 2027 Notes Indenture.

At December 31, 2025, Pyxus Holdings and the guarantors of the 2027 Notes were in compliance with all covenants under the 2027 Notes Indenture.

Detailed descriptions of the instruments governing the Company's outstanding senior secured debt are included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

Related Party Transactions

Based on a Schedule 13D/A filed with the SEC on March 25, 2024, by Monarch Alternative Capital LP (the "Monarch Investor"), MDRA GP LP and Monarch GP LLC, the Monarch Investor reported beneficial ownership of 6,125 shares of the Company’s common stock, representing approximately 24.9 % of the outstanding shares of the Company’s common stock.

An individual designated by the Monarch Investor serves as a director of Pyxus.

On March 21, 2024, Pyxus Holdings entered into an agreement (the "Debt Repurchase Agreement") with funds affiliated with the Monarch Investor to purchase $ 77,922 of aggregate principal amount of their holdings in the 2027 Notes for $ 60,000 , a 23.0 % discount to par value, plus accrued and unpaid interest and specified customary fees.

The purchase of $ 77,922 aggregate principal amount of the 2027 Notes for a total of $ 62,339 (including fees and accrued and unpaid interest) was completed on March 28, 2024.

The Debt Repurchase Agreement also included the right of Pyxus Holdings, at its option, to purchase from such holders an additional $ 34,191 aggregate principal amount of the 2027 Notes for $ 26,327 , a 23.0 % discount to par value, plus accrued and unpaid interest, and $ 10,345 aggregate principal amount of the Pyxus Term Loans for $ 9,104 , a 12.0 % discount to par value, plus accrued and unpaid interest.

On April 12, 2024, Pyxus Holdings exercised its rights to complete these repurchases by September 30, 2024.

On May 31, 2024, Pyxus Holdings completed the purchase of $ 10,345 of aggregate principal amount of the Pyxus Term Loans for a total of $ 9,435 (including accrued and unpaid interest).

On August 2, 2024, Pyxus Holdings completed the purchase of $ 34,191 of aggregate principal amount of the 2027 Notes for a total of $ 26,707 (including accrued and unpaid interest).

The Debt Repurchase Agreement and the transactions contemplated thereunder were approved and determined to be on terms and conditions at least as favorable to the Company and its subsidiaries as could reasonably have been obtained in a comparable arm's-length transaction with an unaffiliated party by a majority of the disinterested members of the Board of Directors of Pyxus.

See " Note 18.

Related Party Transactions " for additional information.

Other Outstanding Debt

6 unchanged sentences

Certain of the seasonal lines of credit are secured by trade receivables and inventories as collateral and are guaranteed by the Company and certain of its subsidiaries.

At September 30, 2025, the Company was permitted to borrow under foreign seasonal lines of credit up to a total $ 1,067,446 , subject to limitations under the ABL Credit Agreement and the agreements governing the Intabex Term Loans, the Pyxus Term Loans, and the 2027 Notes.

As of September 30, 2025, the total borrowing capacity under individual foreign seasonal lines of credit range up to $ 170,000 .

As of September 30, 2025, the aggregate amount available for borrowing under the seasonal lines of credit was $ 162,812 .

At September 30, 2025, the Company, and its subsidiaries, were in compliance with the covenants associated with its short-term seasonal lines of credit.

At December 31, 2025, the Company was permitted to borrow under foreign seasonal lines of credit up to a total $ 1,055,311 , subject to limitations under the ABL Credit Agreement and the agreements governing the Intabex Term Loans, the Pyxus Term Loans, and the 2027 Notes.

As of December 31, 2025, the total borrowing capacity under individual foreign seasonal lines of credit range up to $ 170,000 .

As of December 31, 2025, the aggregate amount available for borrowing under the seasonal lines of credit was $ 229,205 .

At December 31, 2025, the Company, and its subsidiaries, were in compliance with the covenants associated with its short-term seasonal lines of credit.

Securitized Receivables

1 unchanged sentence

Under the first facility with Finacity Corporation (the "Finacity Facility"), the Company continuously sells a designated pool of trade receivables to a special purpose entity, which sells 100 % of the receivables to an unaffiliated financial institution.

Following the sale and transfer of the receivables to the special purpose entity, the receivables are isolated from the Company and its affiliates, and effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the receivables.

including the right to pledge or sell the receivables.

This facility requires a minimum level of deferred purchase price be retained by the Company in connection with the sales of the receivables to the unaffiliated financial institution.

2 unchanged sentences

Servicing fees are recorded as a reduction of selling, general, and administrative expenses within the condensed consolidated statements of operations.

As of September 30, 2025, the investment limit of this facility was $ 120,000 of trade receivables.

As of December 31, 2025, the investment limit of this facility was $ 120,000 of trade receivables.

Under this facility, the Company may request a temporary increase in the investment limit up to an additional $ 40,000 , applicable only for the period from January 1, 2026 through May 31, 2026.

Under the second facility, the Company offers trade receivables for sale to an unaffiliated financial institution, which are then subject to acceptance by the unaffiliated financial institution.

1 unchanged sentence

Although the Company continues to service, administer, and collect the receivables on behalf of the unaffiliated financial institution, the Company does not receive a servicing fee, and as a result, has established a servicing liability based upon unobservable inputs, primarily discounted cash flow.

As of September 30, 2025, the investment limit under the second facility was $ 160,000 of trade receivables.

As of December 31, 2025, the investment limit under the second facility was $ 160,000 of trade receivables.

As servicer for the Finacity Facility and the second facility, the Company may receive funds that are due to the unaffiliated financial institutions which are net settled on the next settlement date.

As of September 30, 2025 and 2024, and March 31, 2025, trade receivables, net in the condensed consolidated balance sheets has been reduced by $ 4,742 , $ 11,093 , and $ 2,190 as a result of the net settlement, respectively.

As of September 30, 2025 and 2024, accrued expenses and other current liabilities in the condensed consolidated balance sheets includes $ 5,463 and $ 1,735 of net payables for the Finacity Facility.

As of December 31, 2025 and 2024, and March 31, 2025, trade receivables, net in the condensed consolidated balance sheets have been reduced by $ 9,977 , $ 8,927 , and $ 2,190 as a result of the net settlement, respectively.

See " Note 15.

1 unchanged sentence

Under the other facilities, the Company offers trade receivables for sale to unaffiliated financial institutions, which are then subject to acceptance by the unaffiliated financial institutions.

Following the sale and transfer of the receivables to the unaffiliated financial institution, the receivables are isolated from the Company and its affiliates, and effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the

As of September 30, 2025, the investment limits under these other facilities were variable based on qualifying sales.

As of December 31, 2025, the investment limits under these other facilities were variable based on qualifying sales.

The following summarizes the Company's accounts receivable outstanding in the securitization facilities, which represents trade receivables sold into the program that have not been collected from the customer, and related beneficial interests, which represents the Company's residual interest in receivables sold that have not been collected from the customer:

September 30, 2025 September 30, 2024 March 31, 2025

December 31, 2025 December 31, 2024 March 31, 2025

Receivables outstanding in facility $ 247,185 $ 230,845 $ 355,246

3 unchanged sentences

The following summarizes the Company's cash purchase price and deferred purchase price:

Six Months Ended

September 30,

Nine Months Ended

Cash proceeds:

7 unchanged sentences

The following summarizes amounts guaranteed:

September 30, 2025 September 30, 2024 March 31, 2025

December 31, 2025 December 31, 2024 March 31, 2025

Amounts guaranteed (not to exceed) $ 80,942 $ 75,397 $ 110,660

2 unchanged sentences

Amounts due to local banks on behalf of suppliers for government subsidized rural credit financing 23 44 13,787

(1) Most of the guarantees outstanding at September 30, 2025 expire within one year .

(1) Most of the guarantees outstanding at December 31, 2025 expire within one year .

Derivative Financial Instruments

3 unchanged sentences

These derivative contracts are either designated as cash flow hedges of forecasted transactions for the purchase of green tobacco, other processing-related costs, and selling, general, and administrative expenses, or are not designated as hedging instruments because they are used to partially offset the immediate earnings impact of exchange rate risk on certain foreign currency denominated transactions.

As of September 30, 2025, there were no outstanding derivative financial instruments.

As of September 30, 2024 and March 31, 2025, the Company's derivative financial instruments outstanding were designated as cash flow hedges.

As of December 31, 2025 and 2024, and March 31, 2025, the Company's derivative financial instruments outstanding were designated as cash flow hedges.

Derivative assets and liabilities are recorded in other current assets and accrued expenses and other current liabilities, respectively, within our condensed consolidated balance sheets.

3 unchanged sentences

Dollar notional amount of derivative contracts outstanding:

September 30, 2025 September 30, 2024 March 31, 2025

December 31, 2025 December 31, 2024 March 31, 2025

Foreign currency exchange contracts $ 4,550 $ 55,000 $ 49,500

The following summarizes the pre-tax effects of derivative financial instruments in the condensed consolidated statements of comprehensive (loss) income and the condensed consolidated statements of operations:

Three Months Ended Six Months Ended

September 30, September 30,

The following summarizes the pre-tax effects of derivative financial instruments in the condensed consolidated statements of comprehensive income and the condensed consolidated statements of operations:

Three Months Ended Nine Months Ended

December 31, December 31,

2025 2024 2025 2024

9 unchanged sentences

(2) These gains (losses) are recognized in cost of goods and services sold within the condensed consolidated statements of operations.

(3) There were foreign currency exchange contracts not designated as hedging instruments outstanding during the three and six months ended September 30, 2025, but all had expired or settled by period end.

(3) There were foreign currency exchange contracts not designated as hedging instruments outstanding during the three and nine months ended December 31, 2025, but all had expired or settled by period end.

Fair Value Measurements

The following summarizes the financial assets and liabilities measured at fair value on a recurring basis:

September 30, 2025 September 30, 2024 March 31, 2025

December 31, 2025 December 31, 2024 March 31, 2025

Level 2 Level 3 Total

14 unchanged sentences

Three Months Ended

September 30, 2025 September 30, 2024

December 31, 2025 December 31, 2024

Securitized Beneficial Interests Long-Term Debt Guarantees Securitized Beneficial Interests Long-Term Debt Guarantees

4 unchanged sentences

Balance, end of period $ 14,326 $ — $ 3,338 $ 17,671 $ 49 $ 2,666

Six Months Ended

September 30, 2025 September 30, 2024

Nine Months Ended

December 31, 2025 December 31, 2024

Securitized Beneficial Interests Long-Term Debt Guarantees Securitized Beneficial Interests Long-Term Debt Guarantees

7 unchanged sentences

The government in the Brazilian State of Parana ("Parana") issued a tax assessment on October 26, 2007 with respect to local intrastate trade tax credits that result primarily from tobacco transferred between states within Brazil.

At September 30, 2025, the assessment for intrastate trade tax credits taken is $ 2,482 and the total assessment including penalties and interest is $ 10,820 .

At December 31, 2025, the assessment for intrastate trade tax credits taken is $ 2,399 and the total assessment including penalties and interest is $ 10,595 .

The Company believes it has properly complied with Brazilian law and will contest any assessment through the judicial process.

15 unchanged sentences

Canceled or forfeited ( 23 ) 3.50

Nonvested, September 30, 2025 1,731 $ 3.49

Nonvested, December 31, 2025 1,786 $ 3.49

The following summarizes equity-based compensation expense for restricted stock units, which is recorded in selling, general, and administrative expenses within the condensed consolidated statements of operations:

Three Months Ended Six Months Ended

September 30, September 30,

Three Months Ended Nine Months Ended

December 31, December 31,

2025 2024 2025 2024

Equity-based compensation expense $ 272 $ 267 $ 765 $ 3,899

The amount recorded during the six months ended September 30, 2024 included the impact of a cumulative catch-up adjustment due to the modification on May 10, 2024 of awards then outstanding under the Incentive Plan.

Unrecognized compensation cost for restricted stock units is $ 1,430 as of September 30, 2025, and is expected to be recognized over a weighted average period of 1.52 years, representing the weighted average remaining service period related to the awards, subject to adjustments for actual forfeitures.

The amount recorded during the nine months ended December 31, 2024 included the impact of a cumulative catch-up adjustment due to the modification on May 10, 2024 of awards then outstanding under the Incentive Plan.

Unrecognized compensation cost for restricted stock units is $ 1,364 as of December 31, 2025, and is expected to be recognized over a weighted average period of 1.18 years, representing the weighted average remaining service period related to the awards, subject to adjustments for actual forfeitures.

Performance-Based Stock Units

Under the terms of the performance-based stock units, the amount of shares to be issued to certain employees (ranging from 0 % to 200 % of the number of shares to be issued at the target performance level) will be contingent upon the per share price achieved in a liquidity event (as defined under the terms of the performance-based stock unit award agreement), subject to continued employment through the date of a liquidity event.

The contingent liquidity event is not probable as of September 30,

2025, and accordingly, no equity-based compensation expense has been recognized for performance-based stock units.

The contingent liquidity event is not probable as of December 31, 2025, and accordingly, no equity-based compensation expense has been recognized for performance-based stock units.

The following summarizes activity for performance-based stock units (at the target performance level):

3 unchanged sentences

Canceled or forfeited ( 26 ) 4.36

Nonvested, September 30, 2025 549 $ 4.46

Nonvested, December 31, 2025 549 $ 4.46

Related Party Transactions

1 unchanged sentence

The following summarizes activities with the Company's equity method investees:

Three Months Ended Six Months Ended

September 30, September 30,

Three Months Ended Nine Months Ended

December 31, December 31,

2025 2024 2025 2024

1 unchanged sentence

Purchases 73,752 88,908 150,754 187,202

Dividends received 7,022 11,475 7,022 11,475

The Company included the following related party balances in its condensed consolidated balance sheets:

September 30, 2025 September 30, 2024 March 31, 2025 Location in Condensed Consolidated Balance Sheet

December 31, 2025 December 31, 2024 March 31, 2025 Location in Condensed Consolidated Balance Sheet

Accounts receivable, related parties $ 4,671 $ 54 $ 50 Other receivables

Accounts payable, related parties 45,354 72,182 19,731 Accounts payable

Advances from related parties — 42 — Advances from customers

Transactions with Significant Shareholders

3 unchanged sentences

A representative of the Glendon Investor serves as a director of Pyxus.

An individual designated by the Monarch Investor serves as a director of Pyxus.

Based on a Schedule 13G/A filed with the SEC on September 3, 2024 by Owl Creek Asset Management, L.P.

3 unchanged sentences

Funds managed by the Glendon Investor, funds managed by the Monarch Investor, and funds managed by Owl Creek Asset Management, L.P., (such funds are collectively referred to as the "Investor-Affiliated Funds") were holders, in part, of the Intabex Term Loans, the Pyxus Term Loans and the 2027 Notes, which are described in " Note 11.

Debt Arrangements ," during the six months ended September 30, 2025.

On August 21, 2024, the Company entered into a privately negotiated transaction with CI Investments, Inc.

("CI Investments"), which at that time was a beneficial owner of greater than five percent of the Company's common stock outstanding, to repurchase 392 (which amount is presented in thousands) shares of its common stock for approximately $ 1,000 , inclusive of broker commission fees, which transaction was completed on August 22, 2024.

This transaction was approved, and determined to be on terms and conditions at least as favorable to the Company and its subsidiaries as could reasonably have been obtained in a comparable arm's-length transaction with an unaffiliated party, by a majority of the disinterested members of the Board of Directors of Pyxus.

Following the completion of this transaction and other contemporaneous dispositions of the Company’s common stock by CI Investments, CI Investments ceased to be a beneficial owner of more than five percent of the Company's common stock outstanding.

Accrued expenses and other current liabilities as presented in the condensed consolidated balance sheets as of September 30, 2025 and 2024, and March 31, 2025, includes $ 1,403 , $ 1,624 , and $ 1,600 , respectively, of interest payable to Investor-Affiliated Funds and CI Investments (applicable only for the periods in which CI Investments was a beneficial owner of more than five percent of the Company's common stock outstanding).

Interest expense as presented in the condensed consolidated

statements of operations includes $ 5,510 and $ 10,976 for the three and six months ended September 30, 2025, respectively, and $ 5,945 and $ 13,206 for the three and six months ended September 30, 2024, respectively, that relates to the Investor-Affiliated Funds and CI Investments (applicable only for the periods in which CI Investments was a beneficial owner of more than five percent of the Company's common stock outstanding).

The holders of senior debt that are parties to the Debt Repurchase Agreement entered into on March 21, 2024 are funds affiliated with the Monarch Investor and of which the Monarch Investor is the investment advisor.

Debt Arrangements ," during the nine months ended December 31, 2025.

principal amount of the Pyxus Term Loans for $ 9,104 , a 12.0 % discount to par value, plus accrued and unpaid interest.

On April 12, 2024, Pyxus Holdings exercised its rights to complete these repurchases by September 30, 2024.

The Debt Repurchase Agreement and the transactions contemplated thereby, including the exercise by Pyxus Holdings of its right to purchase the Pyxus Term Loans and additional 2027 Notes thereunder on April 12, 2024, were approved, and determined to be on terms and conditions at least as favorable to the Company and its subsidiaries as could reasonably have been obtained in a comparable arm's length transaction with an unaffiliated party, by a majority of the disinterested members of the Board of Directors of Pyxus.

5 unchanged sentences

The Monarch Investor remains a related party as a holder of a portion of the Intabex Term Loans and a beneficial owner of more than five percent of the Company's common stock outstanding.

On August 21, 2024, the Company entered into a privately negotiated transaction with CI Investments, Inc.

Accrued expenses and other current liabilities as presented in the condensed consolidated balance sheets as of December 31, 2025 and 2024, and March 31, 2025, includes $ 1,373 , $ 3,362 , and $ 1,600 , respectively, of interest payable to Investor-Affiliated Funds.

Interest expense as presented in the condensed consolidated statements of operations includes $ 5,404 and $ 16,380 for the three and nine months ended December 31, 2025, respectively, and $ 5,762 and $ 18,968 for the three and nine months ended December 31, 2024, respectively, that relates to the Investor-Affiliated Funds and CI Investments (applicable only for the periods in which CI Investments was a beneficial owner of more than five percent of the Company's common stock outstanding).

Segment Information

The following summarizes segment information, with the All Other category being included for purposes of reconciliation of the respective balances of the Leaf segment (the Company's sole reportable segment) to the condensed consolidated financial statements:

Three Months Ended Six Months Ended

September 30, September 30,

Three Months Ended Nine Months Ended

December 31, December 31,

2025 2024 2025 2024

20 unchanged sentences

Gain on debt retirement — — — 8,178

Gain on pension settlement 373 — 373 —

Interest expense, net 36,566 32,913 104,255 101,935

2 unchanged sentences

Three Months Ended

September 30,

Leaf All Other Total Leaf All Other Total

1 unchanged sentence

Capital expenditures 4,592 719 5,311 4,761 560 5,321

Six Months Ended

September 30,

Nine Months Ended

Leaf All Other Total Leaf All Other Total

1 unchanged sentence

Capital expenditures 12,467 1,723 14,190 13,031 1,583 14,614

September 30, 2025 September 30, 2024 March 31, 2025

December 31, 2025 December 31, 2024 March 31, 2025

Leaf All Other Total Leaf All Other Total Leaf All Other Total

2 unchanged sentences

Investments in unconsolidated affiliates 95,097 6,503 101,600 90,695 6,563 97,258 90,238 6,690 96,928

S ubsequent Events

Effective January 1, 2026, the investment limit of the Finacity Facility described in " Note 12.

Securitized Receivables " was temporarily increased from $ 120,000 to $ 160,000 of trade receivables through May 31, 2026.

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

What changed 10-Q

Item 1. Financial Statements