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Removed Risk Disclosures

  • Material Weakness In Internal Control Over Financial Reporting (removed) — The material weakness risk factor was removed from the current filing.
  • Form S-3 Ineligibility (removed) — The Form S-3 ineligibility risk factor was removed from the current filing.
  • Material Weakness In Internal Control Over Financial Reporting (removed) — The prior year disclosed a material weakness in inventory controls; the current year's auditor report expresses an unqualified opinion, indicating remediation.
  • Material Weakness In Internal Control Over Financial Reporting (removed) — The material weakness identified in the prior year has been remediated and is no longer disclosed.
NYSE: UVV UNIVERSAL CORP /VA/ 10-K

Net income attributable to Universal Corporation fell 65.7% to $32.6M, including a $41.1 million non-cash, goodwill impairment charge and inventory write-downs of $52.0M.

Filed June 1, 2026 · Period ending March 31, 2026 · Compared to 10-K May 30, 2025 · ~1 min read

Key Financials

SEC XBRL
Metric PriorMar 31, 2025 CurrentMar 31, 2026 Δ
Revenue $2.92B $2.89B ▼ -1.3%
Net income $95.0M $32.6M ▼ -65.7%
Diluted EPS $3.78 $1.30 ▼ -65.6%
Operating income $232.8M $168.5M ▼ -27.6%
Cash & equivalents $260.1M $62.2M ▼ -76.1%
Long-term debt (noncurrent) $617.9M $616.7M ▼ -0.2%
Total assets $2.99B $2.77B ▼ -7.5%

As reported in XBRL by the filer · 10-K vs 10-K. Income figures cover the fiscal year; cash & assets are period-end balances. n/m = not meaningful (sign change; a % would mislead). about this table · verify on EDGAR →

6 key changes 4 high relevance 4 removed disclosures 4 sections

Key Changes

  • medium

    Sales and other operating revenues decreased 0.8% to $2.92B.

  • high

    Operating income decreased 27.6% to $168.5M, including inventory write-downs of $52.0M and a $41.1 million non-cash, goodwill impairment charge.

  • high

    Tobacco Operations operating income decreased 11.9% to $211.5M, while Ingredients Operations operating income fell 73.7% to $3.2M.

  • high

    Net cash provided by operating activities decreased 60.5% to $129.1M.

  • low

    The company declared dividends of $3.28 per share, up 1.2% from $3.24 per share in fiscal 2025.

  • high

    For the year, pre-tax income fell 33.4% to $102.7M while net income fell 65.7% to $32.6M; income taxes were 45.5% of pre-tax income, against 26.6% a year earlier.

Summary

Universal Corporation's fiscal 2026 results included a $41.1 million non-cash, goodwill impairment charge related to the Shank's operation and a $32.2M increase in inventory write-downs to $52.0M, largely for non-wrapper, dark air-cured tobacco.

Sales and other operating revenues decreased 0.8% to $2.92B. Tobacco Operations revenues decreased 1.2% to $2.58B, while Ingredients Operations revenues increased 2.8% to $348.1M. Operating income decreased 27.6% to $168.5M, including inventory write-downs of $52.0M and the goodwill impairment charge. Tobacco Operations operating income was down 11.9% to $211.5M, and Ingredients Operations operating income was down 73.7% to $3.2M.

Cash provided by operating activities decreased 60.5% to $129.1M. The company invested $48.8M in capital expenditures and returned $81.3M to shareholders through dividends.

Section-by-Section Diff

MD&A

~600 words (-14% vs prior)

The MD&A overview was condensed, removing the fiscal 2025 segment performance highlights and adding a description of the Ingredients Operations product portfolio.

1 Modified
Substantive Edit Overview segment descriptions medium

Previous filing · verify on EDGAR →

We have positioned our Company for long-term success by maximizing opportunities in the leaf tobacco business and investing in the growth of our plant-based ingredients platform. In fiscal year 2025, we continued to enhance and increase the capabilities across our two segments: Tobacco Operations and Ingredients Operations. •Our Tobacco Operations segment delivered very strong results in fiscal year 2025 and maintained its position as the leading global leaf tobacco supplier. This segment primarily focuses on procuring and processing flue-cured, burley, dark air-cured, and oriental leaf tobacco for consumer product manufacturers. •Our Ingredients Operations segment specializes in sourcing and processing vegetable and fruit ingredients, flavorings, and botanical extracts for consumer packaged goods manufacturers, retailers, and food and beverage companies. In fiscal year 2025, this segment continued to increase its capabilities through the growth of its sales, marketing, and product development teams and the completion of a major expansion project that furthers our ability to deliver innovative, custom products to our customers.

Current filing · verify on EDGAR →

We operate in two segments: Tobacco Operations and Ingredients Operations. Our Tobacco Operations segment primarily focuses on procuring and processing flue-cured, burley, dark air-cured, and oriental leaf tobacco for consumer product manufacturers. Our Ingredients Operations segment, through the Universal Ingredients platform, produces and supplies a broad portfolio of products, including fruit and vegetable juices and concentrates, purees, dehydrated products, botanical extracts, flavorings, colorings, and other customized, value-added ingredient solutions to the food and beverage industry.

The current overview removes the fiscal 2025 performance highlights and expansion project details, and instead provides a more detailed list of Ingredients Operations products, including juices, concentrates, purees, dehydrated products, and colorings.

Risk Factors

~8,400 words (-8% vs prior)
2 Removed 5 Modified
Substantive Edit Tariff developments high

Previous filing · verify on EDGAR →

In early April 2025, actions were taken by the United States and certain other countries to delay the effective date of certain of these tariffs; however, as of the date of this Annual Report a number of new tariffs remain in place.

Current filing · verify on EDGAR →

On February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other methods to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.

The current filing updates the tariff risk factor to describe the February 2026 Supreme Court ruling striking down IEEPA tariffs and the administration's subsequent announcement of new tariffs on all countries, replacing the prior description of April 2025 tariff delays.

Substantive Edit Iran conflict impact medium

Added in current filing · verify on EDGAR →

Additionally, the recent armed conflict involving Iran and related regional hostilities have contributed to heightened volatility and increases in logistical and supply chain costs, including fertilizer prices and fuel costs.

The current filing adds a new sentence noting that the recent armed conflict involving Iran and related regional hostilities have increased logistical and supply chain costs, including fertilizer and fuel prices, which was not mentioned in the prior year's risk factor.

Substantive Edit AI-related cybersecurity risks medium

Added in current filing · verify on EDGAR →

For example, the rapid evolution and increased adoption of AI technologies may intensify cybersecurity risks for us and our service providers, key suppliers, and customers. Bad actors use increasingly advanced methods, including AI-enabled social engineering and deepfakes, automated credential‑stuffing, and other techniques, to attempt to compromise systems and to steal or misuse personal information, confidential information and intellectual property.

The current filing expands the cybersecurity risk factor to include specific risks from AI technologies, such as AI-enabled social engineering and deepfakes, which were not discussed in the prior year's risk factor.

Removed Material weakness in internal control over financial reporting high

Removed from previous filing · verify on EDGAR →

We have identified a material weakness in our internal control over financial reporting and, if we are not able to remediate the material weakness, or if we identify additional material weaknesses in the future or otherwise fail to design and maintain effective internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent misstatements due to fraud or error.

The risk factor regarding the material weakness in internal control over financial reporting.

Removed Form S-3 ineligibility medium

Removed from previous filing · verify on EDGAR →

We are not currently eligible to use a Form S-3 registration statement, which could impair our capital-raising activities.

The risk factor regarding the company's ineligibility to use Form S-3 registration statements.

Substantive Edit Pillar Two tax exposure medium

Previous filing · verify on EDGAR →

For those jurisdictions that have legislation with an effective enactment date of January 1, 2024, these rules apply beginning with the current fiscal reporting year. We continue to evaluate, interpret, and apply the new rules and will review any subsequent changes that may be retroactive.

Current filing · verify on EDGAR →

Based on our current analysis, we anticipate some exposure to a global minimum tax under Pillar Two, with transitional safe-harbor provisions limiting the impact in certain jurisdictions.

The current filing updates the Pillar Two tax risk factor to state that the company anticipates some exposure to a global minimum tax, with transitional safe-harbor provisions limiting the impact in certain jurisdictions, replacing the prior year's statement that the rules were being evaluated.

Show 1 minor / wording change
Substantive Edit EU due diligence reporting requirements low

Previous filing · verify on EDGAR →

The European Union has recently adopted broad due diligence reporting requirements for all industries operating within Europe. The United States has called for a broader and more robust approach to labor compliance in foreign jurisdictions, which could include some of our strategic origins.

Current filing · verify on EDGAR →

A number of governments are considering due diligence procedures to ensure strict compliance with environmental, labor, and government regulations.

The current filing removes the specific mention of the European Union's adopted due diligence reporting requirements and the United States' call for broader labor compliance, replacing it with a more general statement about governments considering due diligence procedures.

Notes

~48,800 words (unchanged vs prior)

The notes disclose a new goodwill impairment charge at Shank's and a favorable resolution of the Brazil VAT assessment, while the prior year's material weakness in inventory controls has been remediated.

1 Removed 7 Modified
Substantive Edit Goodwill impairment at Shank's high

Previous filing · verify on EDGAR →

Restructuring and impairment costs of $10.6 million in fiscal year 2025 were related to the previously announced consolidation of the Company’s European tobacco sheet operations.

Current filing · verify on EDGAR →

A non-cash, goodwill impairment charge of $41.1 million was recognized in fiscal year 2026.

The current filing discloses a new non-cash goodwill impairment charge related to Shank's, a component of the Ingredients Operations segment, which was not present in the prior year. This charge significantly reduced operating income and net income.

Substantive Edit Brazil VAT assessment resolution medium

Previous filing · verify on EDGAR →

The range of reasonably possible loss is considered to be zero up to the full $3 million assessment. However, based on the strength of the subsidiary’s defenses, no loss within that range is considered probable at this time and no liability has been recorded at March 31, 2025.

Current filing · verify on EDGAR →

In July 2025, a final and indisputable favorable ruling was issued by the Brazilian National Treasury Attorney's office declaring the Parana assessment without merit, requiring the state to withdraw and cancel all claims made against the Company's Brazilian operating subsidiary.

The prior year disclosed an ongoing VAT assessment in Brazil with a possible loss. The current filing reports a final favorable ruling in July 2025 that eliminates the assessment, removing a contingent liability.

Removed Material weakness in inventory controls high

Removed from previous filing · verify on EDGAR →

Management has identified a material weakness in controls related to inventory, specifically controls related to the physical counts of inventory and the related inventory reconciliations at certain of its subsidiaries.

The prior year's auditor report on internal control over financial reporting disclosed a material weakness in inventory controls. The current year's report expresses an unqualified opinion with no mention of a material weakness, indicating remediation.

Substantive Edit New bank credit agreement medium

Previous filing · verify on EDGAR →

As of March 31, 2025, we had $270 million available under the committed revolving credit facility that will mature in December 2027, and we, together with our consolidated affiliates, had approximately $466 million in uncommitted lines of credit, of which approximately $271 million were unused and available to support seasonal working capital needs.

Current filing · verify on EDGAR →

On December 9, 2025, we entered into a new bank credit agreement that replaced our then-existing bank credit agreement. The new unsecured bank credit agreement established a funded $275 million five-year term loan, a funded $345 million seven-year term loan, and a five-year committed revolving loan facility of $780 million.

The company replaced its existing credit agreement with a new one, increasing the revolving credit facility and extending maturities. This changes the company's debt structure and available liquidity.

Substantive Edit Uncommitted tobacco inventory increase medium

Previous filing · verify on EDGAR →

Our uncommitted tobacco inventories decreased by approximately $17.2 million to $164.0 million, or about 20% of tobacco inventory, at March 31, 2025, compared to March 31, 2024 levels.

Current filing · verify on EDGAR →

Our uncommitted tobacco inventories increased by approximately $58.3 million to $222.3 million, or about 27% of tobacco inventory, at March 31, 2026, compared to March 31, 2025 levels.

Uncommitted tobacco inventories rose significantly, from 20% to 27% of total tobacco inventory. This indicates higher inventory risk and potential future write-downs.

Substantive Edit Inventory write-downs increase high

Previous filing · verify on EDGAR →

Tobacco Operations segment results reflected larger, higher quality, better yielding crops from Africa; higher sales of carryover crops; weather-reduced crop sizes in Brazil and the United States in fiscal year 2025; and $13.4 million of higher tobacco inventory write-downs, compared to fiscal year 2024.

Current filing · verify on EDGAR →

Tobacco inventory write-downs of $43.4 million in fiscal year 2026, were up $24.7 million, compared to fiscal year 2025.

Tobacco inventory write-downs increased year-over-year, primarily for non-wrapper, dark air-cured tobacco, reflecting softer demand and longer sales cycles.

Substantive Edit Effective tax rate increase medium

Previous filing · verify on EDGAR →

The consolidated effective tax rate for fiscal year 2025 was 26.6%. The consolidated effective tax rate for fiscal year 2024 was 19%.

Current filing · verify on EDGAR →

The consolidated effective tax rate for fiscal year 2026 was 45.5%. The consolidated effective tax rate for fiscal year 2025 was 26.6%.

The effective tax rate increased from 26.6% to 45.5%, driven by the mix and timing of domestic and foreign earnings, increased withholding taxes on undistributed earnings in Brazil, and the tax deductibility of certain items.

Show 1 minor / wording change
Substantive Edit Pension settlement charge removed low

Previous filing · verify on EDGAR →

The non-cash pension settlement charge of $14.1 million was recognized in our consolidated statements of income for the fiscal year ended March 31, 2025.

Current filing · verify on EDGAR →

A non-cash pension settlement charge of $14.1 million was recognized in fiscal year 2025.

The prior year included a non-cash pension settlement charge related to a pension lift-out transaction. This charge did not recur in fiscal year 2026.

Controls

~1,100 words (-45% vs prior)

The Company remediated the previously disclosed material weakness in internal control over financial reporting, and its disclosure controls and procedures and internal control over financial reporting are now effective.

1 Added 2 Removed 3 Modified
Substantive Edit Disclosure controls and procedures effectiveness high

Previous filing · verify on EDGAR →

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.

Current filing · verify on EDGAR →

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.

The conclusion on disclosure controls and procedures changed from not effective to effective because the material weakness was remediated.

Substantive Edit Internal control over financial reporting effectiveness high

Previous filing · verify on EDGAR →

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.

Current filing · verify on EDGAR →

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.

Management's assessment of internal control over financial reporting changed from not effective to effective following remediation of the material weakness.

Removed New Material Weakness disclosure high

Removed from previous filing · verify on EDGAR →

New Material Weakness

The section describing the new material weakness identified in fiscal 2025 has been removed because the weakness was remediated.

Added Remediation of previously disclosed material weakness high

Added in current filing · verify on EDGAR →

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 current filing adds a statement that the material weakness identified in fiscal 2025 has been successfully remediated.

Removed Remediation plan for new material weakness medium

Removed from previous filing · verify on EDGAR →

Remediation Plan for New Material Weakness

The remediation plan for the new material weakness is no longer included because the weakness has been remediated.

Substantive Edit Changes in internal control over financial reporting medium

Previous filing · verify on EDGAR →

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.

Current filing · verify on EDGAR →

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.

The current filing states there were no changes in internal control over financial reporting during the last fiscal quarter, whereas the prior filing noted exceptions related to remediation and identification of a new material weakness.

Financial Statements

Primary statements as printed on the EDGAR filing (iXBRL face). Companyfacts is used only when a statement is not on the HTML face. Not generated by the model.

As filed

Consolidated Statements of Income

(in thousands of dollars, except share and per share data)

Description Fiscal year ended March 31, 2026 Fiscal year ended March 31, 2025 Fiscal year ended March 31, 2024
Sales and other operating revenues 2,924,470 2,947,284 2,748,573
Costs and expenses
Cost of goods sold 2,412,454 2,398,627 2,212,475
Selling, general and administrative expenses 300,671 305,287 310,566
Restructuring and impairment costs 1,833 10,573 3,523
Goodwill impairment 41,061 — —
Operating income 168,451 232,797 222,009
Equity in pretax earnings of unconsolidated affiliates 3,430 9,103 756
Pension settlement charge — 14,101 —
Other non-operating income 2,847 2,569 3,084
Interest income 1,964 3,483 4,504
Interest expense 74,040 79,636 66,273
Income before income taxes 102,652 154,215 164,080
Income taxes 46,657 40,946 31,109
Net income 55,995 113,269 132,971
Less: net income attributable to noncontrolling interests in subsidiaries (23,358) (18,222) (13,373)
Net income attributable to Universal Corporation 32,637 95,047 119,598
Earnings per share:
Basic 1.30 3.81 4.81
Diluted 1.30 3.78 4.78
Weighted average common shares outstanding:
Basic 25,037,983 24,947,208 24,851,858
Diluted 25,171,162 25,127,356 25,040,914

Consolidated Balance Sheets

(in thousands of dollars)

Description March 31, 2026 March 31, 2025
ASSETS
Current assets
Cash and cash equivalents 62,178 260,115
Accounts receivable, net 563,864 625,876
Advances to suppliers, net 177,222 169,385
Accounts receivable—unconsolidated affiliates 12,300 7,143
Inventories—at lower of cost or net realizable value:
Tobacco 832,360 806,332
Other 203,537 189,610
Prepaid income taxes 22,958 19,595
Other current assets 97,278 78,041
Total current assets 1,971,697 2,156,097
Property, plant and equipment
Land 26,249 26,113
Buildings 333,416 333,398
Machinery and equipment 759,654 723,935
1,119,319 1,083,446
Less accumulated depreciation (746,365) (710,472)
372,954 372,974
Other assets
Operating lease right-of-use assets 37,272 34,260
Goodwill, net 172,695 213,840
Other intangibles, net 48,604 57,836
Investments in unconsolidated affiliates 82,287 79,317
Deferred income taxes 15,636 16,539
Pension asset 16,542 12,819
Other noncurrent assets 49,080 45,870
422,116 460,481
Total assets 2,766,767 2,989,552
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable and overdrafts 287,564 455,039
Accounts payable 90,139 98,036
Accounts payable—unconsolidated affiliates 510 1,999
Customer advances and deposits 3,376 3,763
Accrued compensation 33,234 44,646
Income taxes payable 17,643 12,586
Current portion of operating lease liabilities 11,172 10,742
Accrued expenses and other current liabilities 120,603 123,350
Current portion of long-term debt — —
Total current liabilities 564,241 750,161
Long-term debt 616,727 617,918
Pensions and other postretirement benefits 35,471 35,336
Long-term operating lease liabilities 24,359 20,608
Other long-term liabilities 24,925 22,901
Deferred income taxes 39,920 42,090
Total liabilities 1,305,643 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, 24,923,496 shares issued and outstanding (24,715,625 at March 31, 2025) 351,523 351,626
Retained earnings 1,136,989 1,186,981
Accumulated other comprehensive loss (73,112) (80,051)
Total Universal Corporation shareholders' equity 1,415,400 1,458,556
Noncontrolling interests in subsidiaries 45,724 41,982
Total shareholders' equity 1,461,124 1,500,538
Total liabilities and shareholders' equity 2,766,767 2,989,552

Consolidated Statements of Cash Flows

(in thousands of dollars)

Description Fiscal year ended March 31, 2026 Fiscal year ended March 31, 2025 Fiscal year ended March 31, 2024
Cash Flows From Operating Activities:
Net income 55,995 113,269 132,971
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 53,437 59,773 58,326
Provision for losses (recoveries) on advances 6,258 1,938 14,090
Inventory write-downs 51,988 19,769 9,234
Stock-based compensation expense 7,115 8,531 12,063
Foreign currency remeasurement loss (gain), net 6,708 6,096 5,114
Foreign currency exchange contracts (2,235) 916 (365)
Deferred income taxes (961) 1,083 (5,404)
Equity in net income of unconsolidated affiliates, net of dividends 245 (3,031) (1,239)
Goodwill impairment 41,061 — —
Restructuring and impairment costs 1,833 10,573 3,523
Restructuring payments (3,308) (1,568) (1,181)
Pension settlement — 14,101 —
Other, net 106 1,406 1,001
Changes in operating assets and liabilities, net:
Accounts receivable 39,161 (129,988) (109,681)
Inventories (89,521) 244,732 (236,243)
Other assets (21,241) 9,187 (768)
Accounts payable (12,618) (8,700) 20,806
Accrued expenses and other current liabilities (5,187) (10,269) 8,414
Income taxes 971 2,003 342
Customer advances and deposits (707) (12,847) 14,365
Net cash provided (used) by operating activities 129,100 326,974 (74,632)
Cash Flows From Investing Activities:
Purchase of property, plant and equipment (48,829) (62,601) (66,013)
Proceeds from sale of business, less cash of businesses sold — — 3,757
Proceeds from sale of property, plant and equipment 5,873 3,783 2,257
Net cash used by investing activities (42,956) (58,818) (59,999)
Cash Flows From Financing Activities:
Issuance (repayment) of short-term debt, net (170,069) 37,696 223,000
Issuance of long-term debt 89,130 — —
Repayment of long-term debt (89,130) — —
Dividends paid to noncontrolling interests in subsidiaries (19,046) (17,530) (10,572)
Repurchase of common stock — — (4,744)
Dividends paid on common stock (81,299) (79,686) (78,402)
Settlement costs from termination of interest rate swap agreements (988) — —
Debt issuance costs and other (12,941) (3,715) (3,607)
Net cash provided (used) by financing activities (284,343) (63,235) 125,675
Effect of exchange rate changes on cash 262 (399) (141)
Net increase (decrease) in cash and cash equivalents (197,937) 204,522 (9,097)
Cash, restricted cash and cash equivalents at beginning of year 260,115 55,593 64,690
Cash, Restricted Cash and Cash Equivalents at End of Year 62,178 260,115 55,593
Supplemental information—cash paid for:
Interest 71,758 75,285 61,084
Income taxes, net of refunds 43,117 38,358 38,084

Amounts as printed on the EDGAR/iXBRL face — (in thousands of dollars, except share and per share data); (in thousands of dollars). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

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