What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-06 · 140 added, 84 removed, 669 unchanged (25% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

(Unaudited) (Unaudited)

Sales and other operating revenues $ 754,177 $ 710,762 $ 1,347,939 $ 1,307,812

26 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)

June 30, June 30, March 31,

(in thousands of dollars, except share data)

September 30, September 30, March 31,

2025 2024 2025

30 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)

June 30, June 30, March 31,

(in thousands of dollars, except share data)

September 30, September 30, March 31,

2025 2024 2025

22 unchanged sentences

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 24,807,613 shares issued and outstanding at June 30, 2025 ( 24,675,988 at June 30, 2024 and 24,715,625 at March 31, 2025)

Common stock, no par value, 100,000,000 shares authorized 24,913,747 shares issued and outstanding at September 30, 2025 ( 24,715,625 at September 30, 2024 and 24,715,625 at March 31, 2025)

352,909 349,064 351,626

9 unchanged sentences

(in thousands of dollars)

Three Months Ended June 30,

Six Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

45 unchanged sentences

Accounting Pronouncements to be Adopted in Future Years

In December 2023, the FASB issued Accounting Standards Update No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures” (“ASU 2023-09”).

12 unchanged sentences

Tobacco Operations

During the second quarter of fiscal year 2025, the Company began consolidating its European sheet tobacco operations into the Company's facility in the Netherlands, by initiating a wind-down of activities at its sheet facility in Germany.

During the three months ended June 30, 2025, the Company recognized an additional $ 1.0 million of impairment costs.

Additionally, during the three months ended June 30, 2025, the Company also incurred $ 0.1 million of termination and impairment costs in other areas of the Tobacco Operations segment.

A summary of the restructuring and impairment costs recorded for the three months ended June 30, 2025 and 2024 were as follows:

Three Months Ended June 30,

During the six months ended September 30, 2024, the Company began consolidating its European sheet tobacco operations into the Company's facility in the Netherlands, by initiating a wind-down of activities at its sheet facility in Germany, incurring $ 10.5 million of restructuring and impairment costs.

During the six months ended September 30, 2025, the Company recognized an additional $ 1.0 million of impairment costs related to the consolidation of the sheet tobacco operations.

The Company also incurred $ 0.1 million of termination and impairment costs in other areas of the Tobacco Operations segment in both the six months ended September 30, 2025 and 2024.

A summary of the restructuring and impairment costs recorded for the three and six months ended September 30, 2025 and 2024 was as follows:

Three Months Ended September 30, Six Months Ended September 30,

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Employee termination benefits $ — $ 4,342 $ 122 $ 4,342

Other — 1,372 — 1,372

Total restructuring costs — 5,714 122 5,714

5 unchanged sentences

The majority of the Company’s consolidated revenue consists of sales of processed leaf tobacco to customers.

The Company also earns revenue from processing leaf tobacco owned by customers and from various other services provided to

The Company also earns revenue from processing leaf tobacco owned by customers and from various other services provided to customers.

Additionally, the Company has fruit and vegetable processing operations, as well as flavor and extract services that provide customers with a range of food ingredient products.

11 unchanged sentences

Shipping and handling costs under tobacco sales contracts with customers are treated as fulfillment costs and included in the transaction price.

Under agreements with certain customers, the Company will act as the importer of record, incurring various additional costs associated with the import activity, including tariffs, and applying for drawback of those costs when possible.

When the agreement with the customer provides for the reimbursement of those fees, the reimbursement is included in the transaction price.

Taxes assessed by government authorities on the sale of leaf tobacco products are excluded from the transaction price.

19 unchanged sentences

The following table disaggregates the Company’s revenue by significant revenue-generating category:

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

(in thousands of dollars) 2025 2024 2025 2024

10 unchanged sentences

Other Contingent Liabilities (Letters of credit)

The Company had other contingent liabilities totaling approximately $ 1 million at June 30, 2025, primarily related to outstanding letters of credit.

The Company had other contingent liabilities totaling approximately $ 1 million at September 30, 2025, primarily related to outstanding letters of credit.

Value-Added Tax Assessments in Brazil

7 unchanged sentences

Various subsidiaries of the Company are involved in litigation and tax examinations incidental to their business activities.

While the outcome of these matters cannot be predicted with certainty, management is vigorously defending the matters and does not currently expect that any of them will have a material adverse effect on the Company’s business or financial position.

However, should one or more of these matters be resolved in a manner adverse to management’s current expectation, the effect on the Company’s results of operations for a particular fiscal reporting period could be material.

6 unchanged sentences

Both the current and the long-term portions of advances to suppliers are reported net of allowances recorded when the Company determines that amounts outstanding are not likely to be collected.

Short-term and long-term advances to suppliers totaled $ 98 million at June 30, 2025, $ 120 million at June 30, 2024, and $ 189 million at March 31, 2025.

The related valuation allowances totaled $ 18 million at June 30, 2025 and March 31, 2025 and $ 19 million at June 30, 2024, and were estimated based on the Company’s historical loss information and crop projections.

The allowances were increased by net provisions of $ 0.1 million in the three-month period ended June 30, 2025 and decreased by net recoveries of

$ 0.8 million in the three-month period ended June 30, 2024.

Short-term and long-term advances to suppliers totaled $ 135 million at September 30, 2025, $ 151 million at September 30, 2024, and $ 189 million at March 31, 2025.

The related valuation allowances totaled $ 13 million at September 30, 2025, $ 11 million at September 30, 2024, and $ 18 million at March 31, 2025, and were estimated based on the Company’s historical loss information and crop projections.

The allowances were decreased by net recoveries of $ 2.8 million and $ 5.6 million in the six-month periods ended September 30,

2025 and 2024, respectively.

These net recoveries and provisions are included in selling, general, and administrative expenses in the consolidated statements of income.

13 unchanged sentences

The Company reviews these balances on a regular basis and records valuation allowances on the credits to reflect amounts that are not expected to be recovered, as well as discounts anticipated on credits that are expected to be sold or transferred.

At June 30, 2025, the aggregate balance of recoverable tax credits held by the Company’s subsidiaries totaled approximately $ 78 million ($ 68 million at June 30, 2024 and $ 64 million at March 31, 2025).

The related valuation allowances totaled approximately $ 21 million at June 30, 2025 and 2024, and March 31, 2025.

At September 30, 2025, the aggregate balance of recoverable tax credits held by the Company’s subsidiaries totaled approximately $ 65 million ($ 63 million at September 30, 2024 and $ 64 million at March 31, 2025).

The related valuation allowances totaled approximately $ 22 million at September 30, 2025 and $21 million at September 30, 2024 and March 31, 2025.

The net balances are reported in other current assets and other noncurrent assets in the consolidated balance sheets.

Stock Repurchase Program

A stock repurchase program, which was authorized by the Company's Board of Directors, became effective and was publicly announced on November 7, 2024.

This stock repurchase program authorized the purchase of up to $ 100 million in common stock in open market or privately negotiated transactions at prices not exceeding prevailing market rates through November 15, 2026, subject to market conditions and other factors.

The program had $ 100 million of remaining capacity for repurchases of common stock at June 30, 2025.

On November 7, 2024, the Company's Board of Directors approved a stock repurchase program for the purchase of up to $ 100 million in common stock in open market or privately negotiated transactions at prices not exceeding prevailing market rates through November 15, 2026, subject to market conditions and other factors.

The program had $ 100 million of remaining capacity for repurchases of common stock at September 30, 2025.

Trade Receivable Sales

During fiscal year 2026, the Company entered into an agreement to sell certain trade receivables, at its discretion, to a third-party financial institution at a discount.

The transactions have no recourse and qualify as a true sale, meaning upon receipt of the settlement amount, the associated receivable is removed from the balance sheet and the discount is recognized as an expense in selling, general, and administrative expense on the consolidated statements of income.

During the three months ended September 30, 2025, the Company sold $ 42.0 million of receivables and recorded a loss of $ 0.4 million.

EARNINGS PER SHARE

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

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

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

18 unchanged sentences

Numerous countries in which Company operates have enacted or are in the process of enacting legislation to adopt a global minimum effective tax rate described in the Global Anti-Base Erosion framework rules, or Pillar Two, issued by the Organization for Economic Co-operation and Development (“OECD”).

The Pillar Two legislation includes establishing a 15 % global minimum tax rate on a country-by-country.

The Pillar Two legislation includes establishing a 15 % global minimum tax rate on a country-by-country basis and was effective for the Company's fiscal year 2025.

The Company performed an assessment of the potential impact on income taxes from enactment of the Pillar Two legislation.

Based on the assessment, the Company does not anticipate a material impact to the consolidated financial statements from the Pillar Two legislation in fiscal year 2026.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), (Public Law 119-21), was signed into law.

1 unchanged sentence

however, the Company does not anticipate it will have a material impact on the Company’s financial statements.

Three months ended June 30, 2025

The Company's consolidated effective income tax rate for the three months ended June 30, 2025 was 27.1 %.

Three months ended June 30, 2024

The Company's consolidated effective income tax rate for the three months ended June 30, 2024 was 34.7 % on a loss before income taxes and other items.

Three and six months ended September 30, 2025

The Company's consolidated effective income tax rates for the three and six months ended September 30, 2025 was 24.4 % and 25.2 %, respectively.

Three and six months ended September 30, 2024

The Company's consolidated effective income tax rates for the three and six months ended September 30, 2024 was 28.6 % and 31.5 %, respectively.

GOODWILL AND OTHER INTANGIBLES

The Company's changes in goodwill at June 30, 2025 and 2024 consisted of the following:

(in thousands of dollars) Three Months Ended June 30,

The Company's changes in goodwill at September 30, 2025 and 2024 consisted of the following:

(in thousands of dollars) Six Months Ended September 30,

Balance at beginning of fiscal year $ 213,840 $ 213,869

2 unchanged sentences

The Company's intangible assets primarily consist of capitalized customer-related intangibles, trade names, proprietary developed technology and noncompetition agreements.

The Company's intangible assets subject to amortization consisted of the following at June 30, 2025 and 2024 and at March 31, 2025:

(in thousands, except useful life) June 30, 2025

The Company's intangible assets subject to amortization consisted of the following at September 30, 2025 and 2024 and at March 31, 2025:

(in thousands, except useful life) September 30, 2025

Useful Life (years) Gross Carrying Value Accumulated Amortization Net Carrying Value

5 unchanged sentences

Total intangible assets $ 111,780 $ ( 59,130 ) $ 52,650

June 30, 2024

September 30, 2024

Useful Life (years) Gross Carrying Value Accumulated Amortization Net Carrying Value

14 unchanged sentences

Intangible assets are amortized on a straight-line basis over the asset's estimated useful economic life, as noted above.

The Company's amortization expense for intangible assets for the three months ended June 30, 2025 and 2024 was:

(in thousands of dollars) Three Months Ended June 30,

The Company's amortization expense for intangible assets for the six months ended September 30, 2025 and 2024 was:

(in thousands of dollars) Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Amortization Expense $ 2,601 $ 2,852 $ 5,264 $ 5,664

1 unchanged sentence

The amortization expense for other intangible assets is recorded in selling, general, and administrative expenses in the consolidated statements of income.

As of June 30, 2025, the expected future amortization expense for intangible assets was as follows:

As of September 30, 2025, the expected future amortization expense for intangible assets was as follows:

Fiscal Year (in thousands of dollars)

2026 (excluding the three months ended June 30, 2025)

2026 (excluding the six months ended September 30, 2025)

2030 and thereafter 24,909

10 unchanged sentences

Although no significant ineffectiveness is expected with this hedging strategy, the effectiveness of the interest rate swaps is evaluated on a quarterly basis.

At June 30, 2025, the total notional amount of the interest rate swaps was $ 310 million, which corresponded to a portion of the aggregate outstanding balance of the term loans.

At September 30, 2025, the total notional amount of the interest rate swaps was $ 310 million, which corresponded to a portion of the aggregate outstanding balance of the term loans.

Previously, the Company had receive-floating/pay-fixed interest rate swap agreements that were designated and qualified as cash flow hedges for two non-amortizing bank loans that were repaid concurrent with the entry into the Company's bank credit facility in December 2022.

1 unchanged sentence

The fair value of the previous swap agreements, approximately $ 11.8 million, was received from the counterparties upon termination and is being amortized from accumulated other comprehensive loss into earnings as a reduction of interest expense through the original maturity dates of those agreements.

As of June 30, 2025, $ 1.4 million remained in accumulated other comprehensive loss to be amortized through December 31, 2025.

As of September 30, 2025, $ 0.7 million remained in accumulated other comprehensive loss to be amortized through December 31, 2025.

Cash Flow Hedging Strategy for Foreign Currency Exchange Rate Risk Related to Sales of Crop Inputs, Forecast Purchases of Tobacco, and Related Processing Costs

11 unchanged sentences

These hedging strategies have been used mainly for tobacco purchases, processing costs, and sales of crop inputs in Brazil.

Additionally, the Company from time to time hedges a portion of the forecasted local currency-denominated operating costs in Brazil and Mexico by entering into derivative contracts to buy the local currencies and sell the U.S.

The aggregate U.S.

dollar notional amounts of forward and option contracts entered into for these purposes during the three-month periods in fiscal years 2026 and 2025 was as follows:

Three Months Ended June 30,

dollar notional amounts of forward and option contracts entered into for these purposes during the six-month periods in fiscal years 2026 and 2025 was as follows:

Six Months Ended September 30,

(in millions of dollars) 2025 2024

1 unchanged sentence

Processing costs 8.3 15.2

Operating costs 16.1 28.9

$ 66.6 $ 141.1

4 unchanged sentences

The Company de-designates ineffective tobacco purchases and crop input sales hedges to selling, general, and administrative expense when the forecasted tobacco purchases or crop input sales are no longer expected to occur.

The table below presents the expected timing of when the remaining accumulated other comprehensive gains and losses as of June 30, 2025 for cash flows hedges of tobacco purchases and crop input sales are expected to be recognized in earnings.

The table below presents the expected timing of when the remaining accumulated other comprehensive gains and losses as of September 30, 2025 for cash flows hedges of tobacco purchases and crop input sales are expected to be recognized in earnings.

Hedging Program Crop Year Geographic Location(s) Fiscal Year Earnings

22 unchanged sentences

The Company is currently using forward currency contracts to manage its exposure to currency remeasurement risk in Brazil.

The total notional amounts of contracts outstanding at June 30, 2025 and 2024, and March 31, 2025, were approximately $ 29.1 million, $ 75.4 million, and $ 17.7 million, respectively.

To further mitigate currency remeasurement exposure, the Company’s foreign subsidiaries may utilize short-term local currency financing during certain periods.

The total notional amounts of contracts outstanding at September 30, 2025 and 2024, and March 31, 2025, were approximately $ 58.4 million, $ 88.5 million, and $ 17.7 million, respectively.

To further mitigate currency remeasurement exposure, the Company’s foreign subsidiaries may utilize short-term

local currency financing during certain periods.

This strategy, while not involving the use of derivative instruments, is intended to minimize the subsidiary’s net monetary position by financing a portion of the local currency monetary assets with local currency monetary liabilities, thus hedging a portion of the overall position.

5 unchanged sentences

The table below outlines the effects of the Company’s use of derivative financial instruments on the consolidated statements of income:

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

(in thousands of dollars) 2025 2024 2025 2024

5 unchanged sentences

Gain on terminated interest rate swaps amortized from accumulated other comprehensive loss into earnings

$ 689 $ 688 $ 1,377 $ 1,377

Location of gain (loss) reclassified from accumulated other comprehensive loss into earnings

15 unchanged sentences

Description of hedged item

Forecast purchases of tobacco in Brazil

Forecast purchases of tobacco and sales of crop inputs in Brazil

Derivatives Not Designated as Hedges - Foreign Currency Exchange Contracts

2 unchanged sentences

For the interest rate swap agreements, the effective portion of the gain or loss on the derivative is recorded in accumulated other comprehensive loss and any ineffective portion is recorded in selling, general and administrative expenses.

For the forward foreign currency exchange contracts designated as cash flow hedges of tobacco purchases and the crop input sales in Brazil, a net hedge loss of approximately $ 4.9 million remained in accumulated other comprehensive loss at June 30, 2025.

That balance reflects gains and losses on contracts related to the 2026 and 2025 Brazil crop, and the 2026 and 2025 Brazil crop input sales, less the amounts reclassified to earnings related to tobacco sold through June 30, 2025.

Based on the hedging strategy, as the gain or loss is recognized in earnings, it is expected to be offset by a change in the direct cost for the tobacco or by a change in sales prices if the strategy has been mandated by the customer.

For the forward foreign currency exchange contracts designated as cash flow hedges of tobacco purchases and the crop input sales in Brazil, a net hedge loss of approximately $ 2.3 million remained in accumulated other comprehensive loss at September 30, 2025.

Based on the hedging strategy, as the gain or loss is recognized in earnings, it is expected to be offset by a change in the direct

cost for the tobacco or by a change in sales prices if the strategy has been mandated by the customer.

Generally, margins on the sale of the tobacco will not be significantly affected.

Effect of Derivative Financial Instruments on the Consolidated Balance Sheets

The table below outlines the effects of the Company’s derivative financial instruments on the consolidated balance sheets at June 30, 2025 and 2024, and March 31, 2025:

The table below outlines the effects of the Company’s derivative financial instruments on the consolidated balance sheets at September 30, 2025 and 2024, and March 31, 2025:

Derivatives in a Fair Value Asset Position Derivatives in a Fair Value Liability Position

1 unchanged sentence

Location Fair Value as of

(in thousands of dollars) June 30, 2025 June 30, 2024 March 31, 2025 June 30, 2025 June 30, 2024 March 31, 2025

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

Derivatives Designated as Hedging Instruments

28 unchanged sentences

The fair values for those funds are presented under the heading "NAV" in the tables that follow in this disclosure.

In measuring the fair value of liabilities, the Company considers the risk of non-performance in determining fair value.

In measuring the fair value of liabilities, the Company considers the risk of

non-performance in determining fair value.

Universal has not elected to report at fair value any financial instruments or any other assets or liabilities that are not required to be reported at fair value under current accounting guidance.

Recurring Fair Value Measurements

At June 30, 2025 and 2024, and at March 31, 2025, the Company had certain financial assets and financial liabilities that were required to be measured and reported at fair value on a recurring basis.

At September 30, 2025 and 2024, and at March 31, 2025, the Company had certain financial assets and financial liabilities that were required to be measured and reported at fair value on a recurring basis.

These assets and liabilities are listed in the tables below and are classified based on how their values were determined under the fair value hierarchy or the NAV practical expedient:

June 30, 2025

September 30, 2025

Fair Value Hierarchy

14 unchanged sentences

$ — $ — $ 1,854 $ — $ 1,854

June 30, 2024

September 30, 2024

Fair Value Hierarchy

4 unchanged sentences

— 12,376 — — 12,376

Interest rate swap agreements

— — 7,854 — 7,854

Foreign currency exchange contracts

2 unchanged sentences

$ 148 $ 12,376 $ 144 $ — $ 12,668

Interest rate swap agreements

$ — $ — $ 2,629 $ — $ 2,629

Foreign currency exchange contracts

33 unchanged sentences

Long-term Debt

The following table summarizes the fair and carrying value of the Company’s long-term debt, and if applicable any current portion, at each of the balance sheet dates June 30, 2025, and 2024 and March 31, 2025:

(in millions of dollars) June 30, 2025 June 30, 2024 March 31, 2025

The following table summarizes the fair and carrying value of the Company’s long-term debt, and if applicable any current portion, at each of the balance sheet dates September 30, 2025, and 2024 and March 31, 2025:

(in millions of dollars) September 30, 2025 September 30, 2024 March 31, 2025

Fair market value of long term obligations $ 619 $ 615 $ 616

20 unchanged sentences

Pension Benefits Other Postretirement Benefits

Three Months Ended June 30, Three Months Ended June 30,

Three Months Ended September 30, Three Months Ended September 30,

(in thousands of dollars) 2025 2024 2025 2024

5 unchanged sentences

$ 583 $ 768 $ 111 $ 113

During the three months ended June 30, 2025, the Company made contributions of approximately $ 0.6 million to its pension plans.

Additional contributions of $ 10.7 million are expected during the remaining nine months of fiscal year 2026.

Pension Benefits Other Postretirement Benefits

Six Months Ended September 30, Six Months Ended September 30,

(in thousands of dollars) 2025 2024 2025 2024

Service cost $ 2,511 $ 2,641 $ 34 $ 47

Interest cost 4,535 5,754 528 535

Expected return on plan assets ( 6,054 ) ( 7,214 ) ( 22 ) ( 28 )

Net amortization and deferral 166 348 ( 321 ) ( 320 )

Net periodic benefit cost

$ 1,158 $ 1,529 $ 219 $ 234

During the six months ended September 30, 2025, the Company made contributions of approximately $ 10.0 million to its pension plans.

Additional contributions of $ 1.6 million are expected during the remaining six months of fiscal year 2026.

STOCK-BASED COMPENSATION

12 unchanged sentences

Restricted shares vest upon the individual’s retirement from service as a director.

During the three-month periods ended June 30, 2025 and 2024, the Company issued the following stock-based awards, representing the regular annual grants to officers and outside directors of the Company:

Three Months Ended June 30,

During the six-month periods ended September 30, 2025 and 2024, the Company issued the following stock-based awards, representing the regular annual grants to officers and outside directors of the Company:

Six Months Ended September 30,

Number granted 114,440 96,230

5 unchanged sentences

The Company accounts for forfeitures of stock-based awards as they occur.

For the three-month periods ended June 30, 2025 and 2024, the Company recorded total stock-based compensation expense of approximately $ 7.6 million and $ 4.6 million, respectively.

The Company expects to recognize stock-based compensation expense of approximately $ 2.2 million during the remaining nine months of fiscal year 2026.

For the six-month periods ended September 30, 2025 and 2024, the Company recorded total stock-based compensation expense of approximately $ 8.5 million and $ 6.6 million, respectively.

The Company expects to recognize stock-based compensation expense of approximately $ 1.6 million during the remaining six months of fiscal year 2026.

OPERATING SEGMENTS

13 unchanged sentences

(“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.

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.

8 unchanged sentences

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 June 30, 2025 Three Months Ended June 30, 2024

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Tobacco Operations Ingredients Operations Consolidated Tobacco Operations Ingredients Operations Consolidated

7 unchanged sentences

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

Restructuring and impairment costs (2)

Consolidated total $ 67,649 $ 68,736

Six Months Ended September 30, 2025 Six Months Ended September 30, 2024

Tobacco Operations Ingredients Operations Consolidated Tobacco Operations Ingredients Operations Consolidated

Sales and other operating revenues $ 1,164,119 $ 183,820 $ 1,347,939 $ 1,142,167 $ 165,645 $ 1,307,812

Cost of goods sold ( 942,535 ) ( 151,447 ) ( 1,093,982 ) ( 937,912 ) ( 130,834 ) ( 1,068,746 )

Selling, general and administrative expenses ( 84,811 ) ( 24,078 ) ( 108,889 ) ( 80,205 ) ( 24,652 ) ( 104,857 )

Corporate overhead allocated to the segments ( 35,729 ) ( 6,755 ) ( 42,484 ) ( 31,760 ) ( 5,915 ) ( 37,675 )

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

( 126 ) — ( 126 ) ( 502 ) — ( 502 )

Segment operating income 100,918 1,540 102,458 91,788 4,244 96,032

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

Restructuring and impairment costs (2)

( 1,122 ) ( 10,573 )

Consolidated operating income $ 101,462 $ 85,961

3 unchanged sentences

Segment Assets Accounts Receivable, net

2025 June 30,

September 30,

2025 September 30,

2024 March 31,

2025 June 30,

2025 September 30,

2024 March 31,

3 unchanged sentences

Goodwill, net Intangibles, net

2025 June 30,

September 30,

2025 September 30,

2024 March 31,

2025 June 30,

2025 September 30,

2024 March 31,

3 unchanged sentences

Capital Expenditures Depreciation and Amortization

Three Months Ended June 30, Three Months Ended June 30,

Six Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) attributable to the Company for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended September 30,

(in thousands of dollars) 2025 2024

12 unchanged sentences

Reclassification of (gain) loss to earnings (net of tax expense (benefit) of $( 442 ) and $ 145 ) (1)

( 524 ) ( 339 )

Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes 4,225 ( 1,418 )

24 unchanged sentences

CHANGES IN SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS IN SUBSIDIARIES

A reconciliation of the changes in Universal Corporation shareholders’ equity and noncontrolling interests in subsidiaries for the three months ended June 30, 2025 and 2024 is as follows:

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

A reconciliation of the changes in Universal Corporation shareholders’ equity and noncontrolling interests in subsidiaries for the three and six months ended September 30, 2025 and 2024 is as follows:

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

(in thousands of dollars) Universal Corporation Non-controlling Interests Total Universal Corporation Non-controlling Interests Total

15 unchanged sentences

Balance at end of period $ 1,469,982 $ 34,168 $ 1,504,150 $ 1,420,566 $ 37,438 $ 1,458,004

Six Months Ended September 30, 2025 Six Months Ended September 30, 2024

(in thousands of dollars) Universal Corporation Non-controlling Interests Total Universal Corporation Non-controlling Interests Total

Balance at beginning of year $ 1,458,556 $ 41,982 $ 1,500,538 $ 1,437,207 $ 41,716 $ 1,478,923

Changes in common stock

Accrual of stock-based compensation 8,481 — 8,481 6,583 — 6,583

Withholding of shares from stock-based compensation for grantee income taxes

( 7,727 ) — ( 7,727 ) ( 3,715 ) — ( 3,715 )

Dividend equivalents on RSUs 529 — 529 600 — 600

Changes in retained earnings

Net income 42,666 6,504 49,170 26,070 5,075 31,145

Cash dividends declared

( 40,835 ) — ( 40,835 ) ( 40,008 ) — ( 40,008 )

Dividend equivalents on RSUs ( 529 ) — ( 529 ) ( 600 ) — ( 600 )

Other comprehensive income (loss) 8,841 ( 255 ) 8,586 ( 5,571 ) ( 393 ) ( 5,964 )

Other changes in noncontrolling interests

Dividends paid to noncontrolling shareholders

— ( 14,063 ) ( 14,063 ) — ( 8,960 ) ( 8,960 )

Balance at end of period $ 1,469,982 $ 34,168 $ 1,504,150 $ 1,420,566 $ 37,438 $ 1,458,004

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