What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-01 compared with 2025-05-30 · 50 added, 84 removed, 166 unchanged (45% of the section changed)

2 unchanged sentences

The Company’s Chief Executive Officer and Chief Financial Officer evaluated, with the participation of the Company’s management, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)), as of March 31, 2026.

Based on this evaluation, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, concluded that, as a result of the material weakness in the Company’s internal control over financial reporting described below, the Company’s disclosure controls and procedures were not effective as of March 31, 2025.

Based on this evaluation, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026.

Management’s Report on Internal Control Over Financial Reporting

5 unchanged sentences

The evaluation was based on the criteria set forth in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this assessment, the Company’s management concluded that the Company’s internal control over financial reporting was not effective at the reasonable assurance level as of March 31, 2025, due to the material weakness described under “New Material Weakness” below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis.

Based on this assessment, the Company’s management concluded that the Company’s internal control over financial reporting was effective at the reasonable assurance level as of March 31, 2026.

Remediation of Previously Disclosed Material Weakness

As previously disclosed under “Item 9A – Controls and Procedures” in Amendment No.

1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2024, in August 2024, shortly before filing the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, the Company’s management was made aware of embezzlement by a former senior finance employee at the Company’s Mozambique subsidiary, Mozambique Leaf Tobacco Ltda.

The Company promptly commenced an internal investigation regarding these allegations and related matters.

With the assistance of outside advisors, the Company’s internal investigation identified approximately $7 million in the aggregate of unauthorized payments during fiscal years 2022 through 2025.

The Company has identified approximately $16.7 million in the aggregate of unauthorized payments during fiscal years 2016 through 2025.

As result of the discovery of the embezzlement, the Company’s management reassessed the design and effectiveness of its internal control over financial reporting.

This reassessment identified certain control activities at MLT that were deficient in that they had failed to prevent or detect the embezzlement in a timely manner.

Additionally, the Company’s management concluded that it was unable to rely on controls performed at MLT due to the lack of competence and integrity of certain individuals at MLT executing those controls.

The Company’s management concluded that these control deficiencies collectively constituted a material weakness in the Company’s internal control over financial reporting as of March 31, 2024.

Notwithstanding the material weakness, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s previously filed consolidated financial statements were fairly stated in all material respects in accordance with GAAP for each of the periods presented.

Therefore, no restatement of any prior period financial statements was required.

During the fiscal year ended March 31, 2025, the Company, with the oversight of the Audit Committee of the Board of Directors, designed and implemented measures pursuant to management’s overall internal control over financial reporting

remediation plan and also completed testing of the design and operating effectiveness of all remediated controls.

The remediation efforts included the following:

Discontinued employment of the employee who perpetrated the embezzlement in Mozambique and the employee’s supervisor and replaced those individuals.

Required recurring remedial internal control training to all internal control performers and owners, including journal entry review and reconciliation procedures.

Designed and implemented additional internal controls of banking systems access.

Based on management’s evaluation of the effectiveness of the Company’s internal controls as of March 31, 2025, including newly remediated controls, management concluded that the previously identified material weakness had been successfully remediated as of March 31, 2025.

New Material Weakness

As noted above, the Company’s management concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2025 as a result of certain control deficiencies that were determined to constitute a material weakness in its internal control over financial reporting.

As previously disclosed under Item 9a, “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, the Company’s management previously concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2025 as a result of certain control deficiencies that were determined to constitute a material weakness in its internal control over financial reporting.

Specifically, the Company’s management determined that the internal controls at one of the Company’s tobacco subsidiaries were not effectively documented and executed to ensure that the existence of all dark air-cured tobacco inventories subject to physical inventory counts were appropriately counted, and that the controls related to the compilation and reconciliation of the related inventory to ensure complete and accurate reporting of inventory in the consolidated financial statements were not effective.

While the material weakness did not result in a material misstatement of the Company’s consolidated financial statements for the fiscal year ended March 31, 2025, there is a reasonable possibility that these deficiencies could have resulted in a material misstatement of the Company’s annual or interim consolidated financial statements that would not be prevented or detected on a timely basis.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

While the material weakness did not result in a material misstatement of the Company’s consolidated financial statements for the fiscal year ended March 31, 2025, there was a reasonable possibility that these deficiencies could have resulted in a material misstatement of the Company’s annual or interim consolidated financial statements that would not be prevented or detected on a timely basis.

To remediate the material weakness described above, the Company successfully implemented the following remediation steps at the tobacco subsidiary:

Required enhanced documentation associated with management review controls and validation of the completeness and accuracy of key reports used across the inventory process, including physical inventory counts.

Designed and implemented additional reports to be utilized in inventory reconciliation controls at the subsidiary.

Based on management’s evaluation of the effectiveness of the Company’s internal controls as of March 31, 2026, management concluded that the previously identified material weakness had been successfully remediated as of March 31, 2026.

The Company’s independent registered public accounting firm, Ernst & Young LLP, audited the Company’s internal control over financial reporting as of March 31, 2026.

The material weakness identified by the Company’s management resulted in Ernst & Young LLP issuing an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of March 31, 2025.

See “Report of Ernst & Young LLP, Independent Registered Public Accounting Firm” in Item 8.

Notwithstanding the material weakness, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s consolidated financial statements included in this Annual Report are fairly stated in all material respects in accordance with GAAP for each of the periods presented.

Therefore, no restatement of any prior period financial statements is required.

Remediation Plan for New Material Weakness

To remediate the new material weakness described above, the Company will implement the following remediation steps at the tobacco subsidiary:

Require enhanced documentation associated with management review controls and validation of the completeness and accuracy of key reports used across the inventory process, including physical inventory counts.

Design and implement additional reports to be utilized in inventory reconciliation controls at the subsidiary.

The Company believes these measures, once they have operated effectively for a sufficient period of time, will remediate the control deficiencies identified and strengthen its internal control over financial reporting.

However, there may not be sufficient time for the Company to remediate the material weakness or, if remediated, to test the operating effectiveness of the remediated controls as of the Company’s next fiscal year end.

As the Company continues to evaluate, and works to improve, its internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.

The Company cannot assure you, however, when it will remediate such weakness, nor can it be certain whether additional actions will be required or the costs of any such actions.

Moreover, the Company cannot assure you that additional material weaknesses will not arise in the future.

Changes in Internal Control Over Financial Reporting

Except as noted above with respect to the completion of the steps in the remediation plan for the previously disclosed material weakness and the identification of the new material weakness, there were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

(a) On May 30, 2025, the Compensation and Human Resources Committee of the Company’s Board of Directors granted Airton L.

Hentschke, the Company’s Senior Vice President and Chief Operating Officer, a special award of 22,050

restricted stock units (“RSUs”) under the Company’s shareholder-approved 2023 Stock Incentive Plan (equal to approximately $1.2 million based on the volume-weighted average price of the Company’s shares from March 1, 2025 to April 30, 2025).

40% of the RSUs will vest on the first anniversary of the grant date, and the remaining 60% of the RSUs will vest on the second anniversary of the grant date.

Consistent with the restricted stock units granted in connection with the fiscal year 2025 long-term equity incentive awards, the RSUs earn dividend equivalent units during the vesting periods and only vest when the underlying RSU awards vest.

Other than the annual vesting as described above, vesting of the RSUs (and the earned dividend equivalent units) is consistent with the terms of Mr.

Hentschke’s annual long-term incentive equity awards, except that the RSUs are forfeitable if Mr.

Hentschke terminates his employment with the Company prior to the vesting date(s).

The foregoing description of the RSUs does not purport to be complete and is qualified in its entirety by reference to the Restricted Stock Units Award Agreement, dated as of May 30, 2025, between the Company and Airton L.

Hentschke, a copy of which is filed as Exhibit 10.30 to this Annual Report and is incorporated by reference herein.

(b) During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

On March 2, 2026, Johan C.

Kroner adopted a Rule 10b5-1 trading arrangement (as such term is defined in Item 408 of Regulation S-K of the Securities Act of 1933) providing for the sale from time to time of an aggregate of up to 33,250 shares of common stock.

The duration of the trading arrangement is until all shares of common stock subject to the trading arrangement have been sold.

Kroner was the Company’s Senior Vice President and Chief Financial Officer at the time he entered into the Rule 10b5-1 trading arrangement.

Except as provided above, during the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Except as to the matters set forth below, information required by this Item is incorporated herein by reference to the Company’s definitive Proxy Statement for its 2026 Annual Meeting of Shareholders, which is expected to be held on August 4, 2026 (the “2026 Proxy Statement”).

Information About Our Executive Officers as of May 30, 2025:

Information About Our Executive Officers as of June 1, 2026:

Name and Age Position Business Experience During Past The Five Years

Wigner (57) Chairman, President, and Chief Executive Officer Mr.

Wigner was elected Chairman, President, and Chief Executive Officer effective October 1, 2024.

Wigner was elected Chairman, President, and Chief Executive Officer in October 2024.

He served as Senior Vice President since April 2024, Vice President since August 2007, and General Counsel and Secretary since November 2005.

2 unchanged sentences

He has been employed with the Company since 2003.

Diel (54) Senior Vice President and Chief Financial Officer Mr.

Diel was elected Senior Vice President and Chief Financial Officer in April 2026, having previously served as Vice President, Business Development from May 2018 to April 2026.

He has been employed with the Company since May 2018.

Hentschke (56) Senior Vice President and Chief Operating Officer Mr.

4 unchanged sentences

He has been employed with the Company and its affiliates since 1991.

Kroner (57) Senior Vice President and Chief Financial Officer Mr.

Kroner was elected Senior Vice President and Chief Financial Officer effective September 2018.

Kroner was elected Senior Vice President in February 2018.

He served as Senior Vice President of Universal Leaf from September 2014 to September 2018.

He served as Vice President from October 2011 to September 2014.

He has been employed with the Company since July 1993.

Claiborne (65) Vice President, General Counsel and Secretary Mrs.

7 unchanged sentences

O’Keefe is also Senior Vice President of Universal Global Ventures, Inc., a position he has held since April 2020.

Prior to joining the Company on April 1, 2020, Mr.

Prior to joining the Company in April 2020, Mr.

O’Keefe was employed by Allen Flavors since July 2018, having served as their Chief Operating Officer, Americas from December 2018 until March 2020.

3 unchanged sentences

Starke (50) Senior Vice President and Sales Director Mr.

Starke was elected Senior Vice President and Sales Director of Universal Leaf Tobacco Company, Incorporated effective July 2023.

Starke was elected Senior Vice President and Sales Director of Universal Leaf effective July 2023.

He has served as Senior Vice President since 2017, as Vice President from January 2012 until February 2017, and Assistant Vice President from October 2007 until January 2012.

Starke joined the Company in 1999.

Diel (53) Vice President, Business Development Mr.

Diel was elected Vice President, Business Development in May 2018.

Diel joined the Company in May 2018.

There are no family relationships between any of the above officers.

The Company has a Code of Conduct that includes the NYSE requirements for a “Code of Business Conduct and Ethics” and the SEC requirements for a “Code of Ethics for Senior Financial Officers.” The Code of Conduct is applicable to all officers, employees, and outside directors of the Company, including the principal executive officer, principal financial officer, and principal accounting officer.

The Company has a Code of Conduct that includes the NYSE requirements for a “Code of Business Conduct and Ethics” and the SEC requirements for a “Code of Ethics for Senior Financial Officers.” The Code of Conduct is applicable to all directors, officers, and employees of the Company, including the principal executive officer, principal financial officer, and principal accounting officer.

A copy of the Code of Conduct is available through the “Investors-Governance” section of the Company’s website at www.universalcorp.com.

56 unchanged sentences

3.2 Amended and Restated Bylaws, effective as of April 17, 2025 (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2024.

4.1 Description of Registrant’s Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, File No.

4.1 Description of Registrant’s Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2024, File No.

4.2 Indenture between the Registrant and Chemical Bank, as trustee (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated February 25, 1991, File No.

25 unchanged sentences

10.24† Form of Universal Corporation 2021 Restricted Stock Units Award Agreement (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, File No.

10.25 Credit Agreement dated December 15, 2022 among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Truist Bank and AgFirst Farm Credit Bank, as Co-Syndication Agents and First Horizon, KeyBank National Association and Citibank, N.A., as Co-Documentation Agents (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated December 16, 2022, File No.

10.26 Consulting Agreement with George C.

Freeman, III (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, File No.

10.27† Form of Universal Corporation Non-employee Director Restricted Stock Units Award Agreement.*

10.28† Form of Universal Corporation Performance Stock Units Award Agreement.*

10.29† Form of Restricted Stock Units Award Agreement.*

10.25 Credit Agreement dated December 9, 2025 among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Truist Bank and AgFirst Farm Credit Bank, as Co-Syndication Agents and First Horizon, KeyBank National Association, Citibank, N.A., Bank of America, N.A., UBS Switzerland AG, Atlantic Union Bank, and Capital One N.A., as Co-Documentation Agents (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated December 9, 2025, File No.

10.26† Form of Universal Corporation Non-employee Director Restricted Stock Units Award Agreement (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2025, File No.

10.27† Form of Universal Corporation Performance Stock Units Award Agreement (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2025, File No.

10.28† Form of Restricted Stock Units Award Agreement (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2025, File No.

10.29† Restricted Stock Units Award Agreement, dated May 30, 2025, between Universal Corporation and Airton L.

19.1 Universal Corporation Insider Trading Policy and Procedures (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2024, File No.

Hentschke (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2025, File No.

10.30† Amended and Restated Universal Corporation Executive Officer Annual Incentive Plan (incorporated herein by reference to the Registrant's Quarterly Report for the quarter ended June 30, 2025, File No.

10.31† Restricted Stock Units Award Agreement, dated July 11, 2025, between Universal Corporation and Johan C.

Kroner (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated July 11, 2025, File No.

19.1 Universal Corporation Insider Trading Policy and Procedures (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K/A for the year ended March 31, 2024, File No.

21 Subsidiaries of the Registrant.*

6 unchanged sentences

Section 1350.*

97.1 Universal Corporation Dodd-Frank Clawback Policy (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2024, File No.

97.1 Universal Corporation Dodd-Frank Clawback Policy (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K/A for the year ended March 31, 2024, File No.

101 Interactive Data Files (submitted electronically herewith)*

11 unchanged sentences

/s/ PRESTON D.

WIGNER Chairman, President, Chief Executive Officer, and Director May 30, 2025

WIGNER Chairman, President, Chief Executive Officer, and Director June 1, 2026

Wigner (Principal Executive Officer)

KRONER Senior Vice President and Chief Financial Officer May 30, 2025

Kroner (Principal Financial Officer)

BLEICHER Vice President and Controller May 30, 2025

/s/ STEVEN S.

DIEL Senior Vice President and Chief Financial Officer June 1, 2026

Diel (Principal Financial Officer)

BLEICHER Vice President and Controller June 1, 2026

Bleicher (Principal Accounting Officer)

CANTOR Director May 30, 2025

CANTOR Director June 1, 2026

/s/ LENNART R.

FREEMAN Director May 30, 2025

FREEMAN Director June 1, 2026

/s/ THOMAS H.

JOHNSON Director May 30, 2025

/s/ MICHAEL T.

LAWTON Director May 30, 2025

JOHNSON Director June 1, 2026

/s/ FOTINI E.

MANOLIOS Director June 1, 2026

/s/ ARTHUR J.

Director May 30, 2025

Director June 1, 2026

/s/ ROBERT C.

SLEDD Director May 30, 2025

SLEDD Director June 1, 2026

/s/ GREGORY A.

TROJAN Director June 1, 2026

/s/ THOMAS H.

TULLIDGE, JR.

Director May 30, 2025

Director June 1, 2026

Tullidge, Jr.

/s/ JACQUELINE T.

WILLIAMS Director May 30, 2025

WILLIAMS Director June 1, 2026

Jacqueline T.

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