What changed in this filing

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Item 1. Financial Statements

2026-02-09 compared with 2025-11-05 · 112 added, 92 removed, 717 unchanged (22% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

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

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

29 unchanged sentences

(in thousands of dollars, except share data)

September 30, September 30, March 31,

December 31, December 31, March 31,

2025 2024 2025

31 unchanged sentences

(in thousands of dollars, except share data)

September 30, September 30, March 31,

December 31, December 31, 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 24,913,747 shares issued and outstanding at September 30, 2025 ( 24,715,625 at September 30, 2024 and 24,715,625 at March 31, 2025)

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

9 unchanged sentences

(in thousands of dollars)

Six Months Ended September 30,

Nine Months Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

20 unchanged sentences

Customer advances and deposits ( 2,357 ) ( 13,133 )

Net cash used by operating activities ( 172,358 ) ( 47,413 )

Net cash provided (used) by operating activities ( 58,039 ) 168,228

CASH FLOWS FROM INVESTING ACTIVITIES:

4 unchanged sentences

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 by financing activities 20,565 109,289

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 )

27 unchanged sentences

Tobacco Operations

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,

During the nine months ended December 31, 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 nine months ended December 31, 2025, the Company recognized an additional $ 0.7 million of restructuring costs and $ 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 nine months ended December 31, 2025 and 2024.

A summary of the restructuring and impairment costs recorded for the three and nine months ended December 31, 2025 and 2024 was as follows:

Three Months Ended December 31, Nine Months Ended December 31,

(in thousands) 2025 2024 2025 2024

46 unchanged sentences

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

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

Three Months Ended December 31, Nine Months Ended December 31,

(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 September 30, 2025, primarily related to outstanding letters of credit.

The Company had other contingent liabilities totaling approximately $ 1 million at December 31, 2025, primarily related to outstanding letters of credit.

Value-Added Tax Assessments in Brazil

16 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 $ 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.

Short-term and long-term advances to suppliers totaled $ 180 million at December 31, 2025, $ 172 million at December 31, 2024, and $ 189 million at March 31, 2025.

The related valuation allowances totaled $ 11 million at December 31, 2025, $ 15 million at December 31, 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 increased by net provisions of $ 1.7 million in the nine-month period ended December 31, 2025 and

decreased by net recoveries of $ 0.4 million in the nine-month period December 31, 2024.

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 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.

At December 31, 2025, the aggregate balance of recoverable tax credits held by the Company’s subsidiaries totaled approximately $ 66 million ($ 62 million at December 31, 2024 and $ 64 million at March 31, 2025).

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

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

1 unchanged sentence

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.

The program had $ 100 million of remaining capacity for repurchases of common stock at December 31, 2025.

Trade Receivable Sales

1 unchanged sentence

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.

During the three and nine months ended December 31, 2025, the Company sold $ 78.6 million and $ 120.6 million of receivables and recorded discounts of $ 0.5 million and $ 0.9 , respectively.

New Bank Credit Agreement

On December 9, 2025, the Company entered into a new bank credit agreement that replaced its then existing bank credit agreement dated December 15, 2022.

In addition to extending the maturity dates of the underlying components of the facility, the new agreement includes a $ 780 million five-year revolving credit facility (expiring December 9, 2030), a $ 275 million five-year term loan (due December 9, 2030), and a $ 345 million seven-year term loan (due December 9, 2032).

At closing, the Company had a balance of $ 285 million outstanding under the revolving credit facility.

Both term loans were fully funded at closing, require no amortization, and are prepayable without penalty prior to maturity.

The new facility may be expanded to allow for additional borrowings of up to $ 300 million under certain conditions.

Borrowings under the revolving credit facility and the two term loans bear interest at a variable rate benchmarked to the Secured Overnight Financing Rate ("SOFR") plus a margin based on the Company’s credit measures.

The new credit agreement contains financial covenants that require the Company to maintain certain levels of tangible net worth and leverage.

Those covenants are substantially the same as the covenants in the prior bank credit agreement, and the Company was in compliance with the covenants at December 31, 2025.

During the three months ended December 31, 2025, the Company entered into two new receive-floating / pay-fixed interest rate swap agreements, hedging the variable interest payments on half of the principal value of each of the new term loans.

The swap agreements convert the variable benchmark rate to a fixed rate through December 9, 2030 for the five-year term loan, and through December 9, 2032 for the seven-year term loan.

With the swap agreements in place, the effective interest rates on the hedged portions of the $ 275 million five-year term loan and the $ 345 seven-year term loan were 5.47 % and 6.13 %, respectively,

at December 31, 2025.

Prior to the maturity of the swap agreements, those effective interest rates will change only if a change in the Company’s credit measures results in adjustments to the applicable credit spreads specified in the underlying loan agreement.

Compared to the prior credit agreement, there were only limited changes among the individual bank lenders participating in the new agreement.

Accordingly, under the applicable accounting guidance, a significant portion of the transaction was accounted for as a debt modification rather than a debt extinguishment.

As a result, only an immaterial amount of the unamortized debt issuance costs related to the prior credit agreement were charged to interest expense.

The remainder of those costs remained capitalized on the Company's consolidated balance sheet and will be amortized over the term of the new credit agreement.

Similarly, in the consolidated statement of cash flows, rather than presenting issuance of the entire $ 620 million of new term loans and repayment of $ 620 million of prior term loans, the amounts presented for the issuance and repayment of long-term debt reflect only the changes in the underlying principal positions among the participating bank lenders.

EARNINGS PER SHARE

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

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

Three Months Ended December 31, Nine Months Ended December 31,

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

15 unchanged sentences

The Company operates in the United States and many foreign countries and is subject to the tax laws of many jurisdictions.

Changes in tax laws or the interpretation of tax laws can affect the Company’s earnings, as can the resolution of pending and contested tax issues.

Changes in tax laws, including modifications to dividend withholding tax laws, or the interpretation of tax laws can affect the Company’s earnings, as can the resolution of pending and contested tax issues.

The Company's consolidated effective income tax rate is affected by various factors, including the mix and timing of domestic and foreign earnings, discrete items, and the effect of exchange rate changes on taxes.

2 unchanged sentences

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.

Based on the assessment, the Company did not have 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 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.

Three and nine months ended December 31, 2025

The Company's consolidated effective income tax rates for the three and nine months ended December 31, 2025 was 37.8 % and 31.6 %, respectively.

The effective tax rate for the three and nine months ended December 31, 2025 was unfavorably impacted from a new 10 % withholding tax law in Brazil on dividends paid to nonresident shareholders.

Three and nine months ended December 31, 2024

The Company's consolidated effective income tax rates for the three and nine months ended December 31, 2024 was 23.0 % and 25.9 %, respectively.

GOODWILL AND OTHER INTANGIBLES

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,

The Company's changes in goodwill at December 31, 2025 and 2024 consisted of the following:

(in thousands of dollars) Nine Months Ended December 31,

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

Foreign currency translation adjustment

( 42 ) ( 50 )

Balance at end of period $ 213,798 $ 213,819

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 September 30, 2025 and 2024 and at March 31, 2025:

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

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

(in thousands, except useful life) December 31, 2025

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

5 unchanged sentences

Total intangible assets $ 111,612 $ ( 60,977 ) $ 50,635

September 30, 2024

December 31, 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 six months ended September 30, 2025 and 2024 was:

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

The Company's amortization expense for intangible assets for the three and nine months ended December 31, 2025 and 2024 was:

(in thousands of dollars) Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

2 unchanged sentences

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

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

As of December 31, 2025, the expected future amortization expense for intangible assets was as follows:

Fiscal Year (in thousands of dollars)

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

2026 (excluding the nine months ended December 31, 2025)

2030 and thereafter 24,909

8 unchanged sentences

Cash Flow Hedging Strategy for Interest Rate Risk

In December 2022, the Company entered into receive-floating/pay-fixed interest rate swap agreements that were designated and qualify as hedges of the exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on two outstanding non-amortizing bank term loans that were funded as part of a new bank credit facility in December 2022.

In December 2025, the Company entered into receive-floating/pay-fixed interest rate swap agreements that were designated and qualify as hedges of the exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on two outstanding non-amortizing bank term loans that were funded as part of a new bank credit facility in December 2025 (see Note 4 for additional information).

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

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.

At December 31, 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 entered into receive-floating/pay-fixed interest rate swap agreements in December 2022 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 new bank credit facility in December 2025.

Those swap agreements, which had an aggregate notional amount of $ 310 million, corresponding to a portion of the principal balance on the repaid loans, were terminated concurrent with the inception of the new swap agreements.

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

The fair value of the previous swap agreements, approximately $ 1.0 million, was paid to the counterparties in December 2025 upon termination and is being amortized from accumulated other comprehensive loss into earnings as interest expense through the original maturity dates of those agreements.

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

13 unchanged sentences

The aggregate U.S.

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,

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

Nine Months Ended December 31,

(in millions of dollars) 2025 2024

8 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 September 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 December 31, 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

Tobacco purchases 2026 Brazil 2027

Tobacco purchases 2025 Brazil 2026

Crop input sales 2026 Brazil 2027

Crop input sales 2025 Brazil 2026

Forward contracts related to processing costs have not been designated as hedges, and gains and losses on those contracts have been recognized in earnings on a mark-to-market basis.

Forward contracts related to processing and operating costs have not been designated as hedges, and gains and losses on those contracts have been recognized in earnings on a mark-to-market basis.

Hedging Strategy for Foreign Currency Exchange Rate Risk Related to Net Local Currency Monetary Assets and Liabilities of Foreign Subsidiaries

3 unchanged sentences

dollar as their functional currency.

These subsidiaries normally have certain monetary assets and liabilities on their balance sheets that are denominated in the local currency.

subsidiaries normally have certain monetary assets and liabilities on their balance sheets that are denominated in the local currency.

Those assets and liabilities can include cash and cash equivalents, accounts receivable and accounts payable, advances to farmers and suppliers, deferred income tax assets and liabilities, recoverable value-added taxes, operating lease liabilities, and other items.

10 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 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.

The total notional amounts of contracts outstanding at December 31, 2025 and 2024, and March 31, 2025, were approximately $ 64.4 million, $ 66.7 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 September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

(in thousands of dollars) 2025 2024 2025 2024

28 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 $ 2.3 million remained in accumulated other comprehensive loss at September 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 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.

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 $ 1.4 million remained in accumulated other comprehensive loss at December 31, 2025.

That balance reflects gains and losses on contracts related to the 2026 Brazil crop, and the 2026 Brazil crop input sales, less the amounts reclassified to earnings related to tobacco sold through December 31, 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 September 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 December 31, 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) September 30, 2025 September 30, 2024 March 31, 2025 September 30, 2025 September 30, 2024 March 31, 2025

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

Derivatives Designated as Hedging Instruments

32 unchanged sentences

Recurring Fair Value Measurements

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.

At December 31, 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:

September 30, 2025

December 31, 2025

Fair Value Hierarchy

14 unchanged sentences

$ — $ — $ 1,456 $ — $ 1,456

September 30, 2024

December 31, 2024

Fair Value Hierarchy

4 unchanged sentences

— 11,930 — — 11,930

Interest rate swap agreements

— — 6,310 — 6,310

Foreign currency exchange contracts

2 unchanged sentences

$ 149 $ 11,930 $ 6,938 $ — $ 19,017

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 September 30, 2025, and 2024 and March 31, 2025:

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

(in millions of dollars) December 31, 2025 December 31, 2024 March 31, 2025

Fair market value of long term obligations $ 615 $ 618 $ 616

9 unchanged sentences

As discussed in Note 2, the Company initiated a plan to consolidate the European Sheet tobacco operations into the Company's facility in the Netherlands.

The Company is in the process of winding down its operations in Germany, resulting in an impairment charge of $ 4.9 million for the long-lived assets in fiscal year 2025, to reduce their carrying value to fair value.

The Company is in the process of winding down its operations in Germany, that resulted in an impairment charge of $ 4.9 million for the long-lived assets in fiscal year 2025, to reduce their carrying value to fair value.

The long-lived assets primarily consist of a processing facility, machinery and equipment, and administrative offices.

8 unchanged sentences

Pension Benefits Other Postretirement Benefits

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

Three Months Ended December 31, Three Months Ended December 31,

(in thousands of dollars) 2025 2024 2025 2024

6 unchanged sentences

Pension Benefits Other Postretirement Benefits

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

Nine Months Ended December 31, Nine Months Ended December 31,

(in thousands of dollars) 2025 2024 2025 2024

5 unchanged sentences

$ 1,737 $ 2,287 $ 334 $ 345

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.

During the nine months ended December 31, 2025, the Company made contributions of approximately $ 10.5 million to its pension plans.

Additional contributions of $ 1.0 million are expected during the remaining three 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 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,

During the nine-month periods ended December 31, 2025 and 2024, the Company issued the following stock-based awards, representing the regular annual grants to officers and outside directors of the Company:

Nine Months Ended December 31,

Number granted 116,360 134,360

5 unchanged sentences

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

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.

For the nine-month periods ended December 31, 2025 and 2024, the Company recorded total stock-based compensation expense of approximately $ 9.9 million and $ 7.5 million, respectively.

The Company expects to recognize stock-based compensation expense of approximately $ 0.7 million during the remaining three months of fiscal year 2026.

OPERATING SEGMENTS

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

Three Months Ended December 31, 2025 Three Months Ended December 31, 2024

Tobacco Operations Ingredients Operations Consolidated Tobacco Operations Ingredients Operations Consolidated

7 unchanged sentences

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

( 1,257 ) ( 2,149 )

Restructuring and impairment costs (2)

Consolidated total $ 81,950 $ 104,076

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

Nine Months Ended December 31, 2025 Nine Months Ended December 31, 2024

Tobacco Operations Ingredients Operations Consolidated Tobacco Operations Ingredients Operations Consolidated

7 unchanged sentences

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

( 1,131 ) ( 1,647 )

Restructuring and impairment costs (2)

5 unchanged sentences

Segment Assets Accounts Receivable, net

September 30,

2025 September 30,

2025 December 31,

2024 March 31,

2025 September 30,

2025 December 31,

2024 March 31,

3 unchanged sentences

Goodwill, net Intangibles, net

September 30,

2025 September 30,

2025 December 31,

2024 March 31,

2025 September 30,

2025 December 31,

2024 March 31,

3 unchanged sentences

Capital Expenditures Depreciation and Amortization

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

Nine Months Ended December 31, Nine Months Ended December 31,

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 six months ended September 30, 2025 and 2024:

Six Months Ended September 30,

Nine Months Ended December 31,

(in thousands of dollars) 2025 2024

38 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 and six months ended September 30, 2025 and 2024 is as follows:

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

A reconciliation of the changes in Universal Corporation shareholders’ equity and noncontrolling interests in subsidiaries for the three and nine months ended December 31, 2025 and 2024 is as follows:

Three Months Ended December 31, 2025 Three Months Ended December 31, 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 $ 1,482,808 $ 42,366 $ 1,525,174 $ 1,450,610 $ 41,302 $ 1,491,912

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

Nine Months Ended December 31, 2025 Nine Months Ended December 31, 2024

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

16 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-Q

Item 1. Financial Statements