What changed in this filing

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Item 9A. Controls and Procedures

2026-06-04 compared with 2025-06-10 · 22 added, 30 removed, 180 unchanged (22% of the section changed)

13 unchanged sentences

Based on this assessment, management concluded that our internal control over financial reporting is effective as of March 31, 2026.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 due to the Company's status as a smaller reporting company and a non-accelerated filer.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 due to the Company’s filing status as a smaller reporting company and a non-accelerated filer.

Changes in Internal Control over Financial Reporting

14 unchanged sentences

Pieter Sikkel 62 President and Chief Executive Officer

Styons 43 Interim Chief Financial Officer and Executive Vice President - Business Strategy & Sales

Styons 44 Executive Vice President - Chief Financial Officer

Burmeister 49 Executive Vice President - Chief Operating Officer

Purvis 63 Executive Vice President - Global Business & Information Services

Fernanda Goncalves 46 Senior Vice President - Chief Human Resources Officer

David Singer 46 Senior Vice President - Chief Legal Officer and Secretary

1 unchanged sentence

Pieter Sikkel has served as President and Chief Executive Officer of Pyxus International, Inc., since August 2020, having previously served as President and Chief Executive Officer of Old Pyxus (as defined below) since March 2013, as President of Old Pyxus from December 14, 2010 through February 2013, Executive Vice President - Business Strategy and Relationship Management of Old Pyxus from May 2007 through December 13, 2010, and Regional Director of Asia of Old Pyxus from May 2005 through April 2007.

Styons has had a multifaceted career with the Company and its predecessors.

In September 2023, he was appointed as Executive Vice President - Business Strategy & Sales and, in February 2025, he was appointed to the additional role of Interim Chief Financial Officer.

Prior to his appointment as Executive Vice President - Business Strategy & Sales, he served as Vice President, Corporate Finance and Business Development of the Company since May 2021 and as Senior Vice President and Chief Financial Officer of AOI since September 2020, after having served as Regional Financial Director, North & Central America of the Company’s predecessor since February 2017.

Before that, Mr.

Styons served in positions of increasing responsibility in finance with the Company’s predecessor, including FP&A, Risk Management, Treasury and Corporate Audit.

Burmeister has served as Executive Vice President - Chief Operating Officer since September 2023, with over 28 years of prior multinational management and operating experience with the Company’s leaf tobacco subsidiary, Alliance One International, LLC ("AOI"), and its subsidiaries and predecessors.

He has served as Regional Director, Europe, Middle East & Africa from September 2020 to September 2023 and before that served as Managing Director, Turkey and Regional Director, Europe from October 2015.

He served as Managing Director of AOI’s Bulgarian subsidiary from January 2010, having previously served as that subsidiary’s Sales Director from 2008.

Before that, Mr.

Burmeister served in positions of increasing responsibility with subsidiaries of AOI’s predecessor in Zimbabwe and Kyrgyzstan, beginning his career in 1996 with a subsidiary in Zimbabwe as a leaf buyer.

Old Pyxus from January 2011 through August 2018, Vice President - Chief Application Architect of Old Pyxus from April 2009 through December 2010, and Vice President - Chief Technology Officer of Old Pyxus from May 2005 through March 2009.

Ferna nda Goncalves has served as Senior Vice President - Chief Human Resources Officer since January 2023, having previously served as the Head of Global Human Resources at Red Hat, an IBM subsidiary, from July 2021 to December 2022.

Prior to that, Ms.

Goncalves served as the Global Human Resources Head and Compliance Officer from August 2018 to June 2021 at BASF, a global chemicals company.

Styons has served as Executive Vice President - Chief Financial Officer of Pyxus International, Inc.

since July 2025, after serving as the interim Chief Financial Officer from February 2025, and Executive Vice President - Business Strategy & Sales from September 2023.

Previously, Dustin served as Senior Vice President - Chief Financial Officer of Alliance One International ("AOI"), the Company's leaf tobacco subsidiary, and also served as Vice President of Corporate Finance and Business Development, after having served as Regional Financial Director for North and Central America of the Company's predecessor since February 2017.

Burmeister has served as Executive Vice President - Chief Operating Officer since September 2023.

He has previously served as Regional Director for Europe, Middle East & Africa from September 2020 to September 2023 and before that served as Managing Director for Turkey and Regional Director for Europe from October 2015.

Purvis has served as Executive Vice President - Global Business & Information Services since August 2020, having previously served as Executive Vice President - Business Services of Old Pyxus since February 2019, Senior Vice President - Business Services of Old Pyxus from September 2018 through January 2019, Vice President - Global Information Services of Old Pyxus from January 2011 through August 2018, Vice President - Chief Application Architect of Old Pyxus from April 2009 through December 2010, and Vice President - Chief Technology Officer of Old Pyxus from May 2005 through March 2009.

David Singer rejoined the Company in August 2024 and has served as Senior Vice President - Chief Legal Officer and Secretary since then.

2 unchanged sentences

Prior to this role, Mr.

Singer served on the Company's legal team from August 2018 to May 2022, and before that, served in various legal capacities during his career, including holding senior in-house counsel positions and in private practice as a litigation, corporate and regulatory attorney.

Singer served on the Company’s legal team

from August 2018 to May 2022, and before that, served in various legal capacities during his career, including holding senior in-house counsel positions and in private practice as a litigation, corporate and regulatory attorney.

On June 15, 2020, Old Holdco, Inc.

9 unchanged sentences

Section 16(a) Compliance

The information included in the Proxy Statement under the heading "Ownership of Equity Securities - Section 16(a) Reports" is incorporated herein by reference.

The information included in the Proxy Statement under the heading "Ownership of Equity Securities - Delinquent Section 16(a) Reports" is incorporated herein by reference.

Code of Business Conduct

8 unchanged sentences

The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Form 10-K.

A copy of the Company’s insider tra ding policy is filed as Exhibit 19 to this Form 10-K.

Executive Compensation

9 unchanged sentences

2,765,362 — 846,794

(1) The awards outstanding on March 31, 2025 under the Incentive Plan are restricted stock units and performance-based restricted stock units awarded to employees and stock units awarded to non-employee directors.

The amounts presented in the table assume the number of shares to be issued upon vesting of the performance-based restricted stock units is based on the maximum level of performance.

(1) The awards outstanding on March 31, 2026 under the Incentive Plan are restricted stock units and performance-based stock units awarded to employees and restricted stock units awarded to non-employee directors.

The amounts presented in the table assume the number of shares to be issued upon vesting of the performance-based stock units is based on the maximum level of performance.

(2) On November 18, 2020, the Board of Directors of the Company adopted the Pyxus International, Inc.

15 unchanged sentences

• Consolidated Statements of Operations - Years ended March 31, 2026, 2025, and 2024

• Consolidated Statements of Comprehensive Income (Loss) - Years ended March 31, 2025, 2024, and 2023

• Consolidated Statements of Comprehensive Income - Years ended March 31, 2026, 2025, and 2024

• Consolidated Balance Sheets - March 31, 2026 and 2025

22 unchanged sentences

Third Amendment to the ABL Credit Agreement dated as of October 24, 2023 by and among Pyxus Holdings, Inc., the other borrowers and guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.01 to the registrant's Quarterly Report on Form 10-Q for the period ended December 31, 2023 (File No.

Fourth Amendment to the ABL Credit Agreement dated as of May 12, 2025 by and among Pyxus Holdings, Inc., the other borrowers and guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on May 13, 2025 (File No.

Amended and Restated ABL Intercreditor Agreement, dated as of February 6, 2023, among Pyxus Holdings, Inc., the guarantors party thereto, PNC Bank, National Association, as ABL Agent, Alter Domus (US) LLC, as Pyxus Term Loan Administrative Agent, Intabex Term Loan Administrative Agent and Senior Collateral Agent, and Wilmington Trust, National Association, as Senior Notes Trustee, incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on February 10, 2023 (File No.

19 unchanged sentences

Executive Severance Plan, incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on June 14, 2024 (File No.

Fourth Amendment to ABL Credit Agreement dated as of May 12, 2025 by and among Pyxus Holdings, Inc., the other borrowers and guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on May 13, 2025 (File No.

Alliance One International, Inc.

10 unchanged sentences

Employment Contract dated as of December 30, 2019 between Alliance One International Services Limited and Scott Anthony Burmeister, with modifications dated as of August 31, 2020 and September 12, 2023, incorporated by reference to Exhibit 10.20 to the registrant’s Annual report on Form 10-K for the fiscal year ended March 31, 2024 filed on June 6, 2024 (File No.

Insider Trading Policy (filed herewith).

Insider Trading Policy incorporated by reference to Exhibit 19 to the registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (File No.

List of subsidiaries (filed herewith).

29 unchanged sentences

Styons /s/ Robert D.

Interim Chief Financial Officer and Executive Vice President - Business Strategy & Sales

Executive Vice President and Chief Financial Officer

(Principal Financial Officer) Robert D.

/s/ Philip C.

Garofolo /s/ Cynthia P.

Senior Vice President Finance and Chief Accounting Officer

/s/ Christopher G.

Meredith /s/ Cynthia P.

Christopher G.

Corporate Controller

(Principal Accounting Officer) Cynthia P.

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures