UVV

xbrl-202602030000102037false00001020372026-02-032026-02-03

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)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, no par valueUVVNew 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.

xbrl-202511050000102037false00001020372025-11-052025-11-05

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): November 5, 2025

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, no par valueUVVNew 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 November 5, 2025, discussing its financial results for the quarter ended September 30, 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 November 5, 2025, the Board of Directors (the “Board”) of the Company increased the size of the Board to 10 members and appointed Gregory A. Trojan to serve as a new director of the Company, both effective immediately. The Board has determined that Mr. Trojan qualifies as an independent director in accordance with the New York Stock Exchange Listing Standards and the Company’s Corporate Governance Guidelines. Mr. Trojan is expected to serve as a member of the Audit Committee, the Compensation and Human Resources Committee, and the Finance and Pension Investment Committee. Mr. Trojan, 66, is retired and has over 25 years of executive leadership experience across nationally recognized restaurant, retail, and consumer products companies. He served as Chief Executive Officer of BJ’s Restaurants, Inc., the owner and operator of over 200 casual dining restaurants throughout the U.S., from 2013 to 2021 and as a member of the board of directors from 2012 to September 2025. Before that, Mr. Trojan served as Chief Executive Officer of Guitar Center, Inc. and House of Blues Entertainment, Inc. and held various senior leadership positions at PepsiCo, Inc. Mr. Trojan currently serves on the Board of Directors of Casey’s General Stores, Inc. as well as on the Board of Managers of CEC Brands, LLC, the parent company of Chuck E. Cheese and Peter Piper Pizza. Mr. Trojan’s compensation will be consistent with the compensation policies applicable to the Company’s other non-employee directors, which are described under “Director Compensation” in the Company’s proxy statement for its 2025 Annual Meeting of Shareholders (filed with the Sec

xbrl-202508050000102037false00001020372025-08-052025-08-05

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): August 5, 2025

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, no par valueUVVNew 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 August 6, 2025, discussing its financial results for the quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”), held August 5, 2025, the Company’s shareholders (i) elected each of the individuals listed below as a director for a term of three years, (ii) approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026.

The Company’s shareholders voted as follows:

Proposal 1 - Election of directors. ForWithheldBroker Non-Votes

Lennart R. Freeman18,023,730586,7963,166,687

Fotini E. Manolios18,396,439214,0873,166,687

Preston D. Wigner18,223,745386,7813,166,687

Proposal 2 - Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers.

ForAgainstAbstainBroker Non-Votes

18,108,615394,023107,8883,166,687

Proposal 3 - Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026.

ForAgainstAbstainBroker Non-Votes

21,556,266190,59630,351—

Item 8.01. Other Events.

Effective August 5, 2025, the Company’s Board of Directors appointed Thomas H. Johnson as the Lead Independent Director to serve until the Company’s next Annual Meeting of Shareholders, which is expected to be held August 4, 2026.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated August 6, 2025, announcing results for the quarter ended June 30, 2025.

104Cover 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:August 6, 2025 By:/s/ Catherine H. Claiborne Catherine H. Claiborne Vice President, General Counsel, and Secretary