8-K
UNIVERSAL CORP /VA/ (UVV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________
FORM 8-K
____________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 2026
____________________________________________
UNIVERSAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________________
| Virginia | 001-00652 | 54-0414210 | |
|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
| 9201 Forest Hill Avenue, | Richmond, | Virginia | 23235 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(804) 359-9311
Not applicable
(Former name or former address, if changed since last report)
____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, no par value | UVV | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Universal Corporation (the “Company”) issued a press release on February 9, 2026, discussing its financial results for the quarter ended December 31, 2025. A copy of this release is furnished as Exhibit 99.1 to this Current Report on From 8-K and is incorporated by reference into this Item 2.02.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2026, the Board of Directors (the “Board”) of the Company elected Steven S. Diel as the Company’s Senior Vice President and Chief Financial Officer, effective April 1, 2026 (the “Effective Date”). Johan C. Kroner, who previously notified the Company of his intention to retire as Senior Vice President and Chief Financial Officer of the Company, effective on July 1, 2026, will step down as the Company’s Senior Vice President and Chief Financial Officer as of the Effective Date. In order to support a smooth transition of leadership, Mr. Kroner will remain with the Company as a Senior Vice President until the effective date of his retirement.
Mr. Diel, age 54, has served as Vice President and Chief Financial Officer for the Company’s Ingredients segment since January 2026. Prior to assuming this role, Mr. Diel served as Vice President, Business Development, for the Company since May 2018. From 2016 through April 2018, Mr. Diel served as Chief Financial Officer of Elitefts.com, Inc., a privately held fitness equipment retail and distribution company, and from 2014 through 2016, he served as Senior Manager - Financial Planning & Analysis at Chicago Bridge & Iron Company N.V. Mr. Diel holds an MBA from the Indiana University Kelley School of Business and a B.S. in Business Administration from Eastern Illinois University.
Any compensation changes made in connection with Mr. Diel’s election as the Company’s Senior Vice President and Chief Financial Officer will be determined and approved by the Company’s Compensation and Human Resources Committee at a later date.
There are no arrangements or understandings between Mr. Diel and any other person pursuant to which Mr. Diel was selected as an officer, and Mr. Diel does not have a family relationship with any of the Company’s directors or executive officers. Additionally, neither Mr. Diel nor any member of his immediate family has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On February 9, 2026, the Company issued a press release announcing the election of Mr. Diel. A copy of this release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act , or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | |
|---|---|---|
| No. | Description | |
| 99.1 | Press release dated February 9, 2026, announcing results for the quarter ended December 31, 2025. | |
| 99.2 | Press release dated February 9, 2026, announcing the election of Steven S. Diel as Chief Financial Officer. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNIVERSAL CORPORATION | |||
|---|---|---|---|
| (Registrant) | |||
| Date: | February 9, 2026 | By: | /s/ Catherine H. Claiborne |
| Catherine H. Claiborne | |||
| Vice President, General Counsel, and Secretary |
Document
Exhibit 99.1
P.O. Box 25099 ~ Richmond, VA 23260 ~ Phone: (804) 359-9311 ~ Fax: (804) 254-3584
______________________________________________________________________________________________________
P R E S S R E L E A S E
| CONTACT: | Universal Corporation Investor Relations | RELEASE: | 8:05 a.m. ET |
|---|---|---|---|
| Phone: (804) 359-9311 | |||
| Fax: (804) 254-3584 | |||
| Email: investor@universalleaf.com |
Universal Corporation Reports Nine Month and Third Quarter 2026 Results
Continued Solid Consolidated Performance
Richmond, VA February 9, 2026 / BUSINESSWIRE
___________________________________________________________________________________
Universal Corporation (NYSE:UVV) (“Universal” or the “Company”), a global business-to-business agriproducts company, today announced financial results for the nine months and quarter ended December 31, 2025.
Preston D. Wigner, Chairman, President, and Chief Executive Officer of Universal, stated, “We are pleased with Universal's solid performance in the quarter and nine months ended December 31, 2025. Our tobacco operations continued to deliver strong results, with firm customer demand for most tobacco styles and shipments progressing smoothly. As market dynamics evolve toward oversupply, our long track record in sourcing and local expertise in our operating regions position us well to navigate the environment effectively and optimize results under a range of conditions.”
“In our Universal Ingredients business, we maintained revenue growth for the year to date period in the face of challenging market conditions with softer customer demand and tariff impacts," said Mr. Wigner. "Results for the quarter reflected market headwinds and higher fixed costs from the significant investments we have made. We remain focused on converting customer interest into sales and advancing the growth of our solutions-based portfolio."
Mr. Wigner continued, "We enhanced our liquidity and financial flexibility with the refinancing and upsizing of our credit facility in December 2025. This successful transaction, with strong support from our
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bank group, positions us well to advance our strategic priorities. We also recently published our Fiscal Year 2025 Sustainability Report, which highlights continued progress in areas that support the long-term resilience of our business. The significant increase in renewable electricity use we reported reflects the practical steps we are taking across our operations as we work toward our net-zero goal, while continuing to support farmers and strengthen our global supply chain."
| FINANCIAL HIGHLIGHTS | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, | Change | Nine Months Ended December 31, | Change | |||||||||||||
| (in millions of dollars, except per share data) | 2025 | 2024 | % | 2025 | 2024 | % | ||||||||||
| Consolidated Results | ||||||||||||||||
| Sales and other operating revenue | $ | 861.3 | $ | 937.2 | (8) | % | $ | 2,209.2 | $ | 2,245.0 | (2) | % | ||||
| Cost of goods sold | $ | 701.7 | $ | 743.6 | (6) | % | $ | 1,795.7 | $ | 1,812.4 | (1) | % | ||||
| Gross profit margin percentage | 18.5 | % | 20.7 | % | -220 bps | 18.7 | % | 19.3 | % | -60 bps | ||||||
| Selling, general and administrative expenses | $ | 76.9 | $ | 89.5 | (14) | % | $ | 228.3 | $ | 232.0 | (2) | % | ||||
| Restructuring and impairment costs | $ | 0.7 | $ | — | 100 | % | $ | 1.8 | $ | 10.6 | (83) | % | ||||
| Operating income | $ | 82.0 | $ | 104.1 | (21) | % | $ | 183.4 | $ | 190.0 | (3) | % | ||||
| Adjusted operating income (non-GAAP)* | $ | 82.7 | $ | 104.1 | (21) | % | $ | 185.2 | $ | 200.6 | (8) | % | ||||
| Net income attributable to Universal Corporation | $ | 33.2 | $ | 59.6 | (44) | % | $ | 75.9 | $ | 85.7 | (11) | % | ||||
| Adjusted net income attributable to Universal Corporation (non-GAAP)* | $ | 34.0 | $ | 59.6 | (43) | % | $ | 77.7 | $ | 96.2 | (19) | % | ||||
| Diluted earnings (loss) per share | $ | 1.32 | $ | 2.37 | (44) | % | $ | 3.02 | $ | 3.41 | (11) | % | ||||
| Adjusted diluted earnings (loss) per share (non-GAAP)* | $ | 1.35 | $ | 2.37 | (43) | % | $ | 3.09 | $ | 3.83 | (19) | % | ||||
| Segment Results | ||||||||||||||||
| Tobacco operations sales and other operating revenues | $ | 779.9 | $ | 853.9 | (9) | % | $ | 1,944.1 | $ | 1,996.1 | (3) | % | ||||
| Tobacco operations operating income | $ | 84.0 | $ | 102.6 | (18) | % | $ | 185.0 | $ | 194.4 | (5) | % | ||||
| Ingredients operations sales and other operating revenues | $ | 81.3 | $ | 83.3 | (2) | % | $ | 265.2 | $ | 249.0 | 7 | % | ||||
| Ingredients operations operating income (loss) | $ | (0.1) | $ | 3.7 | (103) | % | $ | 1.4 | $ | 7.9 | (82) | % |
*See Reconciliation of Certain Non-GAAP Financial Measures in Other Items below
Nine Months 2026 Highlights
Consolidated Results
•Continued strong tobacco results against comparisons to an extraordinary prior fiscal year.
•Revenue of $2.2 billion, down $36 million or 2%, on lower tobacco sales volumes partially offset by higher third-party tobacco processing volumes and a favorable ingredients product mix.
•Operating income of $183 million, down $7 million or 3%, on lower sales volumes in our Tobacco Operations segment and higher fixed costs and market headwinds, including broader softness in the consumer-packaged-goods sector, in our Ingredients Operations segment, partially offset by favorable foreign currency comparisons.
Tobacco Operations Segment
•Revenue down $52 million on lower sales of dark air-cured tobacco, partially offset by higher third-party tobacco processing volumes.
•Segment operating income down $9 million largely on a 4% drop in tobacco sales volumes due to lower sales of certain types of tobacco.
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•Tobacco Operations segment results reflected:
◦Continued firm customer demand for most tobacco styles;
◦Larger current crops, particularly in Brazil and African origins;
◦Increased third-party tobacco processing revenue;
◦Favorable foreign currency comparisons;
◦Higher dark air-cured inventory write-downs;
◦Lower sales of dark air-cured tobacco; and
◦Lower sales of carryover crop tobacco.
•Uncommitted tobacco inventory levels have remained in our target range at approximately 17% at December 31, 2025.
•Some dark air-cured tobacco styles in oversupply position. Flue-cured, burley, and oriental tobacco continued to move into oversupply positions.
Ingredients Operations Segment
•Revenue up 7% on increased sales driven by organic growth.
•Sales of certain products were negatively impacted by market headwinds, including weakness in the consumer-packaged-goods industry and tariff impacts.
•Lower operating income reflected product mix, higher fixed costs, including additional depreciation from our expanded production facility, as well as inventory write-downs.
•Continued steady interest in our enhanced product capabilities.
•Ongoing focus on building scale through our pipeline of solution-based products and on long-term sustainable growth.
Select Balance Sheet Items, Liquidity, and Debt
•Increased working capital usage on larger tobacco crops and timing of tobacco crop purchases.
•Total debt down $77 million at December 31, 2025, compared to December 31, 2024.
•Net debt (non-GAAP) up $51 million at December 31, 2025, compared to December 31, 2024.
•Refinanced and upsized revolving credit facility by $250 million in December 2025; extended maturity to December 2030.
•Approximately $595 million available under revolving credit facility as of December 31, 2025.
Additional Items
•Restructuring and impairment costs of $2 million in the nine months ended December 31, 2025, compared to $11 million in the nine months ended December 31, 2024.
•Interest expense down $6 million, compared to the same period in the prior fiscal year.
•Higher consolidated effective tax rate of 32% due to the impact of certain withholdings on dividends from foreign subsidiaries and the mix of domestic and foreign earnings.
Third Quarter 2026 Highlights
Consolidated Results
•Continued strong tobacco results against comparisons to a robust third quarter in the extraordinary prior fiscal year.
•Revenue down $76 million, or 8%, to $861 million, on lower tobacco sales volumes and prices as well as ingredients product mix.
•Operating income down $22 million, or 21%, to $82 million on lower tobacco sales volumes and higher dark air-cured tobacco inventory write-downs, partially offset by favorable foreign currency comparisons.
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Tobacco Operations Segment
•Revenue down $74 million, on lower tobacco sales volumes.
•Tobacco sales volumes down, about 8%, on lower sales of certain types of tobacco as well as timing of tobacco shipments.
•Segment operating income down $19 million on lower tobacco sales volumes and higher dark air-cured tobacco inventory write-downs, partially offset by favorable foreign currency comparisons.
Ingredients Operations Segment
•Segment negatively impacted by higher fixed costs and market headwinds, including weakness in the consumer-package-goods sector and tariff impacts.
•Revenue down $2 million on product mix and market headwinds.
•Lower operating income reflected higher fixed costs, including additional depreciation from our expanded production facility, product mix, and inventory write-downs.
Additional Items
•Restructuring and impairment costs of $0.7 million in the quarter ended December 31, 2025.
•Interest expense down $2 million, compared to the same period in the prior fiscal year.
•Higher consolidated effective tax rate of 38% due to the impact of certain withholdings on dividends from foreign subsidiaries and the mix of domestic and foreign earnings.
Sustainability Update
Universal recently published its Fiscal Year 2025 Sustainability Report, highlighting progress across key environmental and supply chain priorities. In fiscal year 2025, the Company increased renewable electricity consumption nearly sixfold year over year, with 17.7% of global electricity sourced from renewable energy, supporting its science-based emissions targets and commitment to achieve net-zero greenhouse gas emissions across the value chain by 2050. The Company also continued to enhance supply chain transparency and farmer engagement through MobiLeafTM, its digital farm data platform, and maintained direct relationships with more than 200,000 contracted farmers worldwide.
Other Items
Reconciliation of Certain Non-GAAP Financial Measures
Adjusted operating income (loss), adjusted net income (loss) attributable to Universal Corporation, adjusted diluted earnings (loss) per share, and the total for segment operating income (loss) are non-GAAP financial measures. These measures are not financial measures calculated in accordance with generally accepted accounting principles ("GAAP") and should not be considered as substitutes for operating income (loss), net income (loss) attributable to Universal Corporation, diluted earnings (loss) per share, cash from operating activities or any other operating or financial performance measure calculated in accordance with GAAP, and may not be comparable to similarly-titled measures reported by other companies. Reconciliations of adjusted operating income (loss) to consolidated operating (income), adjusted net income (loss) attributable to Universal Corporation to consolidated net income (loss) attributable to Universal Corporation and adjusted diluted earnings (loss) per share to diluted earnings (loss) per share are provided below. In addition, a reconciliation of the total for segment operating income (loss) to consolidated operating income (loss) is provided in Note 3. "Segment Information" to the consolidated financial statements. Management evaluates the consolidated Company and segment performance excluding certain significant charges or credits. Management believes these non-GAAP financial measures, which exclude items that it believes are not indicative of its core operating results, can provide investors with important information that is useful in understanding its business results and trends.
Net debt, net capitalization, and net debt to net capitalization ratio are also non-GAAP financial measures. These measures are not financial measures calculated in accordance with GAAP and should not be considered substitutes for total debt, total capitalization, total debt to total capitalization ratio, or any other operating or financial performance measures calculated in accordance with GAAP, and may not be comparable to similarly-titled measures reported by other companies. Reconciliations
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of net debt to total debt and net capitalization to total capitalization are provided below. Management believes these non-GAAP measures are meaningful indicators of liquidity and financial position.
The following tables set forth certain non-recurring items included in reported results to reconcile adjusted operating income to consolidated operating income and adjusted net income to net income attributable to Universal Corporation:
| Adjusted Operating Income Reconciliation | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||
| As Reported: Consolidated operating income | $ | 81,950 | $ | 104,076 | $ | 183,412 | $ | 190,037 |
| Restructuring and impairment costs(1) | 711 | — | 1,833 | 10,573 | ||||
| As Adjusted operating income (non-GAAP) | $ | 82,661 | $ | 104,076 | $ | 185,245 | $ | 200,610 |
| Adjusted Net Income Attributable to Universal Corporation and Adjusted Diluted Earnings Per Share Reconciliation | ||||||||
| (in thousands except for per share amounts) | Three Months Ended December 31, | Nine Months Ended December 31, | ||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| As Reported: Net income attributable to Universal Corporation | $ | 33,249 | $ | 59,639 | $ | 75,915 | $ | 85,709 |
| Restructuring and impairment costs(1) | 711 | — | 1,833 | 10,573 | ||||
| Total of non-GAAP adjustments to income before income taxes | 711 | — | 1,833 | 10,573 | ||||
| Non-GAAP adjustments to income taxes | ||||||||
| Income tax benefit from restructuring and impairment costs(1)(2) | — | — | (35) | (132) | ||||
| Total of income tax impacts for non-GAAP adjustments to income before income taxes | — | — | (35) | (132) | ||||
| As adjusted: Net income attributable to Universal Corporation (non-GAAP) | $ | 33,960 | $ | 59,639 | $ | 77,713 | $ | 96,150 |
| As reported: Diluted earnings per share | $ | 1.32 | $ | 2.37 | $ | 3.02 | $ | 3.41 |
| As adjusted: Diluted earnings per share (non-GAAP) | $ | 1.35 | $ | 2.37 | $ | 3.09 | $ | 3.83 |
(1) Restructuring and impairment costs are included in Consolidated operating income in the consolidated statements of income, but excluded for purposes of Adjusted operating income, Adjusted net income available to Universal Corporation, and Adjusted diluted earnings per share.
(2) The income tax effect of non-GAAP adjustments was determined based on the timing and nature of the specific non-GAAP adjustments and their relevant jurisdictional income tax rates (foreign, state, and local) and the applicable U.S. federal income tax rates. The Company considers current and deferred income tax rates to calculate the impact to income taxes for the non-GAAP adjustments.
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The following table reconciles total debt to net debt and net capitalization:
| Net Debt and Net Capitalization Reconciliation | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | March 31, | |||||||
| (in thousands) | 2025 | 2024 | 2025 | ||||||
| Add: Notes payable and overdrafts | $ | 462,248 | $ | 538,526 | $ | 455,039 | |||
| Add: Long-term obligations | 616,585 | 617,780 | 617,918 | ||||||
| Add: Current portion of long-term obligations | — | — | — | ||||||
| Total Debt | 1,078,833 | 1,156,306 | 1,072,957 | ||||||
| Add: Customer advances and deposits | 1,667 | 3,362 | 3,763 | ||||||
| Less: Cash and cash equivalents | 85,227 | 215,108 | 260,115 | ||||||
| Net Debt (non-GAAP) | $ | 995,273 | $ | 944,560 | $ | 816,605 | |||
| Add: Total Universal Corporation shareholders' equity | 1,482,808 | 1,450,610 | 1,458,556 | ||||||
| Net Capitalization (non-GAAP) | $ | 2,478,081 | $ | 2,395,170 | $ | 2,275,161 | |||
| Net Debt/Net Capitalization (non-GAAP) | 40 | % | 39 | % | 36 | % |
Investor Conference Call
At 5:00 p.m. (Eastern Time) on February 9, 2026, the Company will host a conference call to discuss these results. Those wishing to listen to the call may do so by visiting www.universalcorp.com at that time. A replay of the webcast will be available at that site through May 9, 2026. A taped replay of the call will also be available through February 23, 2026, by dialing (800) 770-2030 (Playback ID: 5786366#).
About Universal Corporation
Universal Corporation (NYSE:UVV) is a global agricultural company with over 100 years of experience supplying products and innovative solutions to meet our customers’ evolving needs and precise specifications. Through our diverse network of farmers and partners across more than 30 countries on five continents, we are a trusted provider of high-quality, traceable products. We leverage our extensive supply chain expertise, global reach, integrated processing capabilities, and commitment to sustainability to provide a range of products and services designed to drive efficiency and deliver value to our customers. For more information, visit www.universalcorp.com.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Among other things, these statements include statements made in Mr. Wigner’s quotations, statements regarding expectations with respect to our fiscal year 2026 performance, our strategic plans, ingredients business, tobacco business, including expectations with respect to size, shipments and sales and purchases of tobacco crops. These forward-looking statements are generally identified by the use of words such as we “expect,” “believe,” “anticipate,” “could,” “should,” “may,” “plan,” “will,” “predict,” “estimate,” and similar expressions or words of similar import. These forward-looking statements are based upon management’s current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results, performance, or achievements to be materially different from any anticipated results, prospects, performance, or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: product purchased not
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meeting quality and quantity requirements; reliance on a few large customers; anticipated levels of demand for and supply of our products and services; tobacco growing conditions and customer requirements; major shifts in customer requirements for leaf tobacco; higher inflation rates, tariffs and other pressures on costs; weather and other conditions; exposure to certain legal, regulatory and financial risks related to climate change; industry-specific risks related to our plant-based ingredients businesses; disruption of our supply chain for our plant-based ingredients; success in pursuing strategic investments or acquisitions and integration of new businesses and the impact of these new businesses on future results; our ability to maintain effective information technology systems and safeguard confidential information; our inability to attract, develop, retain, motivate, and maintain good relationships with our workforce; our dependence on a seasonal workforce; epidemics, pandemics or similar widespread public health concerns; government efforts to regulate the production and consumption of tobacco products; government actions on the sourcing of leaf tobacco; economic and political conditions in the countries in which we and our customers operate, including the ongoing impacts from international conflicts; sustainability considerations from governments and other stakeholders; changes in tax laws in the countries where we do business; material weaknesses in our internal control over financial reporting; our inability to use a Form S-3 registration statement; failure of our customers or suppliers to repay extensions of credit; changes in exchange rates; changes in interest rates; and low investment performance by our defined benefit pension plan assets and changes in pension plan valuation assumptions. Please also refer to the risks and uncertainties as discussed in Part I, Item 1A. “Risk Factors” of Universal’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and related disclosures in other filings that Universal files with the Securities and Exchange Commission (the "SEC"), which are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. Universal cautions investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made, and it undertakes no obligation to update any forward-looking statements made, except as required by law.
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UNIVERSAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of dollars, except per share data)
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| (Unaudited) | (Unaudited) | |||||||
| Sales and other operating revenues | $ | 861,288 | $ | 937,193 | $ | 2,209,227 | $ | 2,245,005 |
| Costs and expenses | ||||||||
| Cost of goods sold | 701,700 | 743,605 | 1,795,682 | 1,812,351 | ||||
| Selling, general and administrative expenses | 76,927 | 89,512 | 228,300 | 232,044 | ||||
| Restructuring and impairment costs | 711 | — | 1,833 | 10,573 | ||||
| Operating income | 81,950 | 104,076 | 183,412 | 190,037 | ||||
| Equity in pretax earnings (loss) of unconsolidated affiliates | 1,257 | 2,149 | 1,131 | 1,647 | ||||
| Other non-operating income (expense) | 584 | 468 | 1,752 | 1,393 | ||||
| Interest income | 360 | 623 | 1,785 | 1,726 | ||||
| Interest expense | 17,260 | 19,303 | 55,475 | 61,310 | ||||
| Income (loss) before income taxes and other items | 66,891 | 88,013 | 132,605 | 133,493 | ||||
| Income taxes | 25,303 | 20,217 | 41,847 | 34,552 | ||||
| Net income (loss) | 41,588 | 67,796 | 90,758 | 98,941 | ||||
| Less: net loss (income) attributable to noncontrolling interests in subsidiaries | (8,339) | (8,157) | (14,843) | (13,232) | ||||
| Net income (loss) attributable to Universal Corporation | $ | 33,249 | $ | 59,639 | $ | 75,915 | $ | 85,709 |
| Earnings per share: | ||||||||
| Basic | $ | 1.33 | $ | 2.39 | $ | 3.03 | $ | 3.44 |
| Diluted | $ | 1.32 | $ | 2.37 | $ | 3.02 | $ | 3.41 |
See accompanying notes.
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UNIVERSAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
| December 31, | December 31, | March 31, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | ||||
| (Unaudited) | (Unaudited) | |||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 85,227 | $ | 215,108 | $ | 260,115 |
| Accounts receivable, net | 571,511 | 650,021 | 625,876 | |||
| Advances to suppliers, net | 168,348 | 156,108 | 169,385 | |||
| Accounts receivable—unconsolidated affiliates | 62,390 | 578 | 7,143 | |||
| Inventories—at lower of cost or net realizable value: | ||||||
| Tobacco | 990,638 | 924,684 | 806,332 | |||
| Other | 212,321 | 189,663 | 189,610 | |||
| Prepaid income taxes | 16,020 | 10,930 | 19,595 | |||
| Other current assets | 76,970 | 68,553 | 78,041 | |||
| Total current assets | 2,183,425 | 2,215,645 | 2,156,097 | |||
| Property, plant and equipment | ||||||
| Land | 26,286 | 26,081 | 26,113 | |||
| Buildings | 332,864 | 327,376 | 333,398 | |||
| Machinery and equipment | 756,467 | 709,840 | 723,935 | |||
| 1,115,617 | 1,063,297 | 1,083,446 | ||||
| Less accumulated depreciation | (740,949) | (689,445) | (710,472) | |||
| 374,668 | 373,852 | 372,974 | ||||
| Other assets | ||||||
| Operating lease right-of-use assets | 36,906 | 33,982 | 34,260 | |||
| Goodwill, net | 213,798 | 213,819 | 213,840 | |||
| Other intangibles, net | 50,635 | 60,444 | 57,836 | |||
| Investments in unconsolidated affiliates | 85,137 | 70,351 | 79,317 | |||
| Deferred income taxes | 15,395 | 17,517 | 16,539 | |||
| Pension asset | 13,580 | 12,511 | 12,819 | |||
| Other noncurrent assets | 43,970 | 42,298 | 45,870 | |||
| 459,421 | 450,922 | 460,481 | ||||
| Total assets | $ | 3,017,514 | $ | 3,040,419 | $ | 2,989,552 |
See accompanying notes.
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UNIVERSAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
| December 31, | December 31, | March 31, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | ||||
| (Unaudited) | (Unaudited) | |||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| Current liabilities | ||||||
| Notes payable and overdrafts | $ | 462,248 | $ | 538,526 | $ | 455,039 |
| Accounts payable | 82,580 | 78,327 | 98,036 | |||
| Accounts payable—unconsolidated affiliates | 2,708 | 5,985 | 1,999 | |||
| Customer advances and deposits | 1,667 | 3,362 | 3,763 | |||
| Accrued compensation | 27,381 | 32,232 | 44,646 | |||
| Income taxes payable | 19,949 | 15,341 | 12,586 | |||
| Current portion of operating lease liabilities | 11,277 | 9,835 | 10,742 | |||
| Accrued expenses and other current liabilities | 143,637 | 135,707 | 123,350 | |||
| Current portion of long-term debt | — | — | — | |||
| Total current liabilities | 751,447 | 819,315 | 750,161 | |||
| Long-term debt | 616,585 | 617,780 | 617,918 | |||
| Pensions and other postretirement benefits | 36,665 | 36,485 | 35,336 | |||
| Long-term operating lease liabilities | 23,570 | 20,408 | 20,608 | |||
| Other long-term liabilities | 26,222 | 18,688 | 22,901 | |||
| Deferred income taxes | 37,851 | 35,831 | 42,090 | |||
| Total liabilities | 1,492,340 | 1,548,507 | 1,489,014 | |||
| Shareholders’ equity | ||||||
| Universal Corporation: | ||||||
| Preferred stock: | ||||||
| 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 24,921,155 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 | |||
| Retained earnings | 1,200,890 | 1,197,972 | 1,186,981 | |||
| Accumulated other comprehensive loss | (72,208) | (97,605) | (80,051) | |||
| Total Universal Corporation shareholders' equity | 1,482,808 | 1,450,610 | 1,458,556 | |||
| Noncontrolling interests in subsidiaries | 42,366 | 41,302 | 41,982 | |||
| Total shareholders' equity | 1,525,174 | 1,491,912 | 1,500,538 | |||
| Total liabilities and shareholders' equity | $ | 3,017,514 | $ | 3,040,419 | $ | 2,989,552 |
See accompanying notes.
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UNIVERSAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
| Nine Months Ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (Unaudited) | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net income (loss) | $ | 90,758 | $ | 98,941 |
| Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||||
| Depreciation and amortization | 40,206 | 44,554 | ||
| Net provision for losses (recoveries) on advances to suppliers | 1,721 | (445) | ||
| Inventory writedowns | 17,326 | 6,624 | ||
| Stock-based compensation expense | 9,839 | 7,458 | ||
| Foreign currency remeasurement (gain) loss, net | 4,578 | 12,183 | ||
| Foreign currency exchange contracts | (2,734) | 3,206 | ||
| Deferred income taxes | (1,546) | (3,616) | ||
| Equity in net loss (income) of unconsolidated affiliates, net of dividends | 215 | 2,767 | ||
| Restructuring and impairment costs | 1,833 | 10,573 | ||
| Restructuring payments | (2,957) | (892) | ||
| Other, net | (1,374) | 3,087 | ||
| Changes in operating assets and liabilities, net: | (215,904) | (16,212) | ||
| Net cash provided (used) by operating activities | (58,039) | 168,228 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Purchase of property, plant and equipment | (40,303) | (54,885) | ||
| Proceeds from sale of property, plant and equipment | 6,601 | 2,035 | ||
| Net cash used by investing activities | (33,702) | (52,850) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| 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 (used) by financing activities | (83,737) | 44,832 | ||
| Effect of exchange rate changes on cash, restricted cash and cash equivalents | 590 | (695) | ||
| Net increase (decrease) in cash, restricted cash and cash equivalents | (174,888) | 159,515 | ||
| Cash, restricted cash and cash equivalents at beginning of year | 260,115 | 55,593 | ||
| Cash, restricted cash and cash equivalents at end of period | $ | 85,227 | $ | 215,108 |
See accompanying notes.
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NOTE 1. BASIS OF PRESENTATION
Universal Corporation, which together with its subsidiaries is referred to herein as “Universal” or the “Company,” is a global business-to-business agri-products supplier to consumer product manufacturers. The Company is the leading global leaf tobacco supplier and provides high-quality plant-based ingredients to food and beverage end markets. Because of the seasonal nature of the Company’s business, the results of operations for any fiscal quarter will not necessarily be indicative of results to be expected for other quarters or a full fiscal year. All adjustments necessary to state fairly the results for the period have been included and were of a normal recurring nature. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
NOTE 2. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, except share and per share data) | 2025 | 2024 | 2025 | 2024 | ||||
| Basic Earnings (Loss) Per Share | ||||||||
| Numerator for basic earnings (loss) per share | ||||||||
| Net income (loss) attributable to Universal Corporation | $ | 33,249 | $ | 59,639 | $ | 75,915 | $ | 85,709 |
| Denominator for basic earnings (loss) per share | ||||||||
| Weighted average shares outstanding | 25,056,517 | 24,980,792 | 25,030,798 | 24,934,786 | ||||
| Basic earnings (loss) per share | $ | 1.33 | $ | 2.39 | $ | 3.03 | $ | 3.44 |
| Diluted Earnings (Loss) Per Share | ||||||||
| Numerator for diluted earnings (loss) per share | ||||||||
| Net income (loss) attributable to Universal Corporation | $ | 33,249 | $ | 59,639 | $ | 75,915 | $ | 85,709 |
| Denominator for diluted earnings (loss) per share: | ||||||||
| Weighted average shares outstanding | 25,056,517 | 24,980,792 | 25,030,798 | 24,934,786 | ||||
| Effect of dilutive securities | ||||||||
| Employee and outside director share-based awards | 132,359 | 161,875 | 136,027 | 180,367 | ||||
| Denominator for diluted earnings (loss) per share | 25,188,876 | 25,142,667 | 25,166,825 | 25,115,153 | ||||
| Diluted earnings (loss) per share | $ | 1.32 | $ | 2.37 | $ | 3.02 | $ | 3.41 |
NOTE 3. SEGMENT INFORMATION
Management regularly evaluates the Company’s global business activities, including product and service offerings to its customers, as well as senior management’s operational and financial responsibilities. Assessments include an analysis of how its Chief Operating Decision Maker (“CODM”) measures business performance and allocates resources. As a result of this analysis, senior management has determined the Company conducts operations across two reportable operating segments, Tobacco Operations and Ingredients Operations.
The Tobacco Operations segment activities involve contracting, procuring, processing, packing, storing, and shipping leaf tobacco for sale to, or for the account of, manufacturers of consumer tobacco products throughout the world. Through various operating subsidiaries located in tobacco-growing countries around the world and significant ownership interests in unconsolidated affiliates, the Company processes and/or sells flue-cured and burley tobaccos, dark air-cured tobaccos, and oriental tobaccos. Flue-cured, burley, and oriental tobaccos are used principally in the manufacture of cigarettes, and dark air-cured tobaccos are used mainly in the manufacture of cigars, pipe tobacco, and smokeless tobacco products. Some of these tobacco types are also used in the manufacture of next generation tobacco products that are intended to provide consumers with
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an alternative to traditional combustible products. The Tobacco Operations segment also provides physical and chemical product testing for tobacco customers. A substantial portion of the Company’s Tobacco Operations’ revenues are derived from sales to a limited number of large, multinational cigarette and cigar manufacturers.
The Ingredients Operations segment provides its customers with a broad variety of plant-based ingredients for both human and pet consumption. The Ingredients Operations segment utilizes a variety of value-added manufacturing processes converting raw materials into a wide spectrum of fruit and vegetable juices, concentrates, dehydrated products, botanical extracts, and flavorings. Customers for the Ingredients Operations segment include large multinational food and beverage companies, smaller independent manufacturers, and retail organizations. FruitSmart, Inc. (“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. 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. Silva procures dehydrated vegetables, fruits, and herbs from around the world and specializes in processing natural materials into custom designed dehydrated vegetable and fruit-based ingredients for a variety of end products. Universal Ingredients–Shank’s offers a diversified portfolio of botanical extracts, distillates, natural flavors, and color for industrial and private label customers worldwide, and is known for their significant vanilla expertise. Universal Ingredients–Shank’s is also equipped to offer customers custom bottling and packaging for their products.
Universal incurs corporate overhead expenses related to senior management, sales, finance, legal, and other functions that are centralized at its corporate headquarters, as well as functions performed at several sales and administrative offices around the world. These overhead expenses are currently allocated to the reportable operating segments, generally on the basis of projected annual financial and operational performance, including volumes planned to be purchased and/or processed. Management believes this method of allocation is currently representative of the value of the related services provided to the operating segments. The CODM, which has been identified as a group comprised of the Company’s Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, currently evaluates the performance of the operating segments based on operating income after allocated overhead expenses, plus equity in the pretax earnings of unconsolidated affiliates (“Segment Operating Income”). The CODM also uses Segment Operating Income for planning, forecasting, and allocating capital and other resources to the operating segments.
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 December 31, 2025 | Three Months Ended December 31, 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tobacco Operations | Ingredients Operations | Consolidated | Tobacco Operations | Ingredients Operations | Consolidated | |||||||
| Sales and other operating revenues | $ | 779,946 | $ | 81,342 | $ | 861,288 | $ | 853,884 | $ | 83,309 | $ | 937,193 |
| Cost of goods sold | (634,173) | (67,527) | (701,700) | (678,885) | (64,720) | (743,605) | ||||||
| Selling, general and administrative expenses | (48,583) | (11,218) | (59,801) | (58,178) | (11,875) | (70,053) | ||||||
| Corporate overhead allocated to the segments | (14,403) | (2,723) | (17,126) | (16,404) | (3,055) | (19,459) | ||||||
| Equity in pretax earnings (loss) of unconsolidated affiliates (1) | 1,257 | — | 1,257 | 2,149 | — | 2,149 | ||||||
| Segment operating income | 84,044 | (126) | 83,918 | 102,566 | 3,659 | 106,225 | ||||||
| Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates (1) | (1,257) | (2,149) | ||||||||||
| Restructuring and impairment costs (2) | (711) | — | ||||||||||
| Consolidated total | $ | 81,950 | $ | 104,076 |
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| Nine Months Ended December 31, 2025 | Nine Months Ended December 31, 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tobacco Operations | Ingredients Operations | Consolidated | Tobacco Operations | Ingredients Operations | Consolidated | |||||||
| Sales and other operating revenues | $ | 1,944,065 | $ | 265,162 | $ | 2,209,227 | $ | 1,996,051 | $ | 248,954 | $ | 2,245,005 |
| Cost of goods sold | (1,576,708) | (218,974) | (1,795,682) | (1,616,797) | (195,554) | (1,812,351) | ||||||
| Selling, general and administrative expenses | (133,394) | (35,296) | (168,690) | (138,383) | (36,527) | (174,910) | ||||||
| Corporate overhead allocated to the segments | (50,132) | (9,478) | (59,610) | (48,164) | (8,970) | (57,134) | ||||||
| Equity in pretax earnings (loss) of unconsolidated affiliates(1) | 1,131 | — | 1,131 | 1,647 | — | 1,647 | ||||||
| Segment operating income | 184,962 | 1,414 | 186,376 | 194,354 | 7,903 | 202,257 | ||||||
| Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates(1) | (1,131) | (1,647) | ||||||||||
| Restructuring and impairment costs (2) | (1,833) | (10,573) | ||||||||||
| Consolidated operating income | $ | 183,412 | $ | 190,037 |
(1)Equity in pretax earnings (loss) of unconsolidated affiliates is included in segment operating income (Tobacco Operations), but is reported below consolidated operating income and excluded from that total in the consolidated statements of income and comprehensive income.
(2)Restructuring and impairment costs are excluded from segment operating income, but are included in consolidated operating income in the consolidated statements of income and comprehensive income.
Document
Exhibit 99.2
P.O. Box 25099 ~ Richmond, VA 23260 ~ Phone: (804) 359-9311 ~ Fax: (804) 254-3584
______________________________________________________________________________________________________
P R E S S R E L E A S E
| CONTACT: | Universal Corporation Investor Relations | RELEASE: | 8:00 a.m. ET |
|---|---|---|---|
| Phone: (804) 359-9311 | |||
| Fax: (804) 254-3584 | |||
| Email: investor@universalleaf.com |
Universal Corporation Appoints Steven S. Diel as Chief Financial Officer
Diel Brings Over 25 Years of Financial, Strategy, Corporate Development, and operational Leadership Experience
Richmond, VA February 9, 2026 / BUSINESSWIRE
___________________________________________________________________________________
Universal Corporation (NYSE: UVV) (“Universal” or the “Company”), a leading global business-to-business agriproducts company, today announced that Steven S. Diel, has been appointed Senior Vice President and CFO of Universal Corporation, effective April 1, 2026.
Mr. Diel brings over 25 years of experience in finance, corporate development, and business strategy expertise. Mr. Diel joined Universal Corporation in 2018 as Vice President of Business Development, where he led the Company’s financial planning and analysis and corporate development functions. In that role, he was responsible for acquisitions totaling more than $350 million that established the Company’s ingredients segment and gained a deep understanding of the Company’s tobacco and ingredients business and operations. His was recently promoted to Vice President and CFO of Universal Ingredients, which reflects the meaningful contributions he has made to the organization throughout his tenure, as well as his expertise in combining financial discipline with operational and strategic insight.
“Steve is a trusted Universal leader with significant financial expertise, a strong command of our business, and a proven record of strategic execution,” said Preston D. Wigner, Chairman, President, and Chief Executive Officer of Universal. “His appointment as CFO reflects our confidence in his ability to lead our global finance organization, strengthen enterprise performance, and drive long-term value creation. I look forward to partnering with Steve as he steps into this role and helps accelerate our strategy and unlock additional value for our shareholders.”
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“I am honored to become the CFO of Universal and look forward to building on the strength of our finance organization and supporting the continued execution of our strategy,” said Mr. Diel. “I have seen firsthand the talent, discipline, and commitment that power Universal’s global finance teams and drive results across our business. I look forward to partnering with Preston, executive management, the Board, and our finance teams around the world to advance our momentum as a global agriproducts leader.”
As announced in July 2025, Johan C. Kroner, the Company’s current Senior Vice President and CFO, will remain a Senior Vice President of the Company until July 1, 2026, serving as an advisor to Mr. Wigner and supporting a smooth CFO transition with Mr. Diel.
Mr. Wigner stated, “I deeply appreciate Johan’s continued support during his tenure and wish him all the best in his well-deserved retirement.”
About Steven S. Diel
Mr. Diel joined Universal in 2018 as Vice President of Business Development, where he led the Company’s financial planning and analysis and corporate development functions. Effective January 1, 2026, Mr. Diel was appointed Vice President and CFO of Universal Ingredients.
Prior to joining Universal, he served in senior finance and corporate development roles with several public and private companies. Mr. Diel served as CFO of a privately held company, where he led the finance team and various administrative functions. He also served as Senior Manager of Financial Planning & Analysis at Chicago Bridge & Iron Company N.V., Director of Global Strategy, Mergers and Acquisitions and other finance and corporate development roles at Ashland, Inc., Nexeo Solutions, LLC, and World Kinect Corporation. He currently serves as Chairman of the Board of the Better Business Bureau of Central Virginia. Mr. Diel holds an MBA from Indiana University and a Bachelor of Science from Eastern Illinois University.
About Universal Corporation
Universal Corporation (NYSE: UVV) is a global agricultural company with over 100 years of experience supplying products and innovative solutions to meet our customers’ evolving needs and precise specifications. Through our diverse network of farmers and partners across more than 30 countries on five continents, we are a trusted provider of high-quality, traceable products. We leverage our extensive supply chain expertise, global reach, integrated processing capabilities, and commitment to sustainability to provide a range of products and services designed to drive efficiency and deliver value to our customers. For more information, visit www.universalcorp.com.