UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________

FORM 8-K

____________________________________________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~November 5~~ December 9, 2025

~~____________________________________________~~ Universal Corporation

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.)

Virginia

001-00652

54-0414210

9201 Forest Hill Avenue Richmond, Virginia

23235

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(Address of principal executive offices)

(Zip Code)

9201 Forest Hill Avenue,

Richmond,

Virginia

23235

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (804) 359-9311

(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~~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 21.0201. ~~Results~~ ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

On December 9, 2025, Universal Corporation (the “Company”) ~~issued~~entered into a ~~press~~new ~~release~~unsecured onCredit ~~November 5~~Agreement, ~~2025~~with JPMorgan Chase Bank, ~~discussing~~N.A., ~~its~~as ~~financial~~Administrative ~~results~~Agent, Truist Bank and AgFirst Farm Credit Bank, as Co-Syndication Agents, and First Horizon Bank, KeyBank National Association, Citibank, N.A., Bank Of America, N.A., UBS Switzerland AG, Atlantic Union Bank and Capital One, N.A., as Co-Documentation Agents (the “Credit Agreement”). The Credit Agreement provides for (i) a five-year term loan A-1 facility in the ~~quarter~~amount ~~ended~~of ~~September~~$275,000,000 (the loans thereunder, the “Term A-1 Loans”), (ii) a seven-year term loan A-2 facility in the amount of $345,000,000 (the loans thereunder, the “Term A-2 Loans”) and (iii) 30a five-year revolving loan facility (the “Revolving Credit Facility”) of $780,000,000 ~~2025.~~(the loans thereunder, the “Revolving Credit Loans” and, collectively with the Term A-1 ~~copy~~Loans and the Term A-2 Loans, the “Loans”), of ~~this~~which ~~release~~up to $25,000,000 is ~~furnished~~available asfor ~~Exhibit~~letters ~~99.1~~of credit and, at the swingline lender’s discretion, up to ~~this~~$20,000,000 ~~Current~~is ~~Report~~available for short-term borrowings on ~~From~~a 8swingline basis. The Company may request that the lenders extend the applicable maturity date for the Term A-K1 Loans, the Term A-2 Loans and/or isthe ~~incorporated~~Revolving byCredit ~~reference~~Loans ~~into~~for ~~this~~up ~~Item~~to 2two one-year extensions, subject to satisfaction of certain terms and conditions and consent of the requisition number of lenders.02 The Credit Agreement also provides that the Company may, at its option, increase the aggregate amount of the Revolving Credit Facility and/or obtain incremental term loans in an amount up to $300,000,000 without the consent of any lenders not participating in such increase, subject to certain customary conditions and lenders committing to provide the increase in funding. There can be no assurance that additional funding will become available. Commitments under the Revolving Credit Facility are subject to a facility fee of 0.25% to 0.40% depending upon the Company’s ratio of consolidated total indebtedness to consolidated EBITDA (each as defined in the Credit Agreement). The Company’s obligations under the Credit Agreement are guaranteed by Universal Ingredients, Inc., a subsidiary of the Company.

InLoans ~~accordance~~designated ~~with~~by ~~General~~the ~~Instruction~~Company ~~B.2~~at the time of ~~Form~~borrowing ~~8-K,~~as “ABR Loans” that are outstanding under the ~~information~~Credit Agreement bear interest at a rate per annum equal to (i) the greatest of (a) the Prime Rate (as defined in ~~this~~the ~~Item~~Credit Agreement) in effect on such day; (b) the NYFRB Rate (as defined in the Credit Agreement) in effect on such day plus 1/2 of 1%; and (c) the Adjusted Term SOFR Rate (as defined in the Credit Agreement) for a one-month interest period as published two business days prior to such day plus 1%; plus (ii) the Applicable Rate (as defined below).02 Loans designated by the Company at the time of ~~this~~borrowing ~~Current~~as ~~Report~~“Term onBenchmark ~~Form~~Loans” 8that are outstanding under the Credit Agreement bear interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) for the interest period in effect for such borrowing plus the Applicable Rate. The “Applicable Rate” means (i) with respect to Revolving Credit Loans, a percentage ranging from 0.10% to 0.70% per annum for ABR Loans and a percentage ranging from 1.00% to 1.60% per annum for Term Benchmark Loans, (ii) with respect to Term A-K1 Loans, ~~including~~a ~~Exhibit~~percentage 99ranging from 0.35% to 1.10% per annum for ABR Loans and a percentage ranging from 1.25% to 2.00% per annum for Term Benchmark Loans and (iii) with respect to Term A-2 Loans, ~~shall~~a ~~not~~percentage beranging ~~deemed~~from ~~“filed”~~0.60% to 1.60% per annum for ABR Loans and a percentage ranging from 1.50% to 2.50% per annum for Term Benchmark Loans, in each case depending upon the ~~purposes~~Company’s ratio of ~~Section~~consolidated 18total indebtedness to consolidated EBITDA (each as defined in the Credit Agreement). Under the terms of the ~~Securities~~Credit ~~Exchange~~Agreement, ~~Act~~accrued interest on each Loan is payable in arrears on the applicable interest payment date for each Loan. As of ~~1934~~the effective date, and until such time as ~~amended~~the (Company delivers to the ~~“Exchange~~Administrative ~~Act”~~Agent the financial statements for the fiscal quarter ending on or about December 31, 2025, the Applicable Rate shall be the following rates per annum: (i) 0.70% with respect to Revolving Credit Loans that are ABR Loans, or(ii) ~~otherwise~~1.60% ~~subject~~with respect to ~~the~~Revolving ~~liabilities~~Credit ofLoans that ~~section~~are Term Benchmark Loans, ~~nor~~(iii) ~~shall~~1.10% ~~either~~with berespect ~~deemed~~to ~~incorporated~~Term byA-1 ~~reference~~Loans inthat ~~any~~are ~~filing~~ABR ~~under~~Loans, ~~the~~(iv) ~~Securities~~2.00% ~~Act~~with ofrespect ~~1933~~to Term A-1 Loans that are Term Benchmark Loans, as(v) ~~amended~~1.60% with respect to Term A-2 Loans that are ABR Loans, and (vi) 2.50% with respect to Term A-2 Loans that are Term Benchmark Loans. The Loans under the ~~“Securities~~Credit ~~Act”),~~Agreement may be prepaid at any time without premium or ~~the~~penalty ~~Exchange~~(other ~~Act~~than any accrued interest or breakage costs, ~~except~~if asapplicable). ~~shall~~The Company expects that the proceeds from the Credit Agreement will be ~~expressly~~used ~~set~~for ~~forth~~general bycorporate ~~specific~~purposes, ~~references~~including inacquisitions ~~such~~and aother ~~filing~~investments, prepayment of existing indebtedness, and to provide general working capital.

~~Item~~The 5Credit Agreement contains customary affirmative and negative covenants, including limitations on mergers, consolidations and sales of assets, limitations on liens and sales and leasebacks, limitations on transactions with affiliates, limitations on investments and limitations on subsidiary indebtedness, as well as other customary terms and provisions.~~02. Departure~~ In addition, the Credit Agreement contains financial covenants specifying that (i) as of ~~Directors~~the end of each fiscal quarter, the maximum total net leverage ratio will not exceed 3.00 to 1.00 (provided that following a Material Acquisition or ~~Certain~~Material ~~Officers;~~Project ~~Election~~(each as defined in the Credit Agreement), at the Company’s election, the total net leverage ratio may be increased to 3.25 to 1.00 for the immediately following six fiscal quarters) and (ii) the Company will maintain as of ~~Directors;~~the ~~Appointment~~end of ~~Certain~~each ~~Officers;~~fiscal ~~Compensatory~~quarter ~~Arrangements~~consolidated tangible net worth of ~~Certain~~not ~~Officers~~less than $1,000,000,000. The Credit Agreement also contains events of default customary for such financings, the occurrence of which would permit the lenders to accelerate the amount due thereunder. Such events of default include failure to pay principal, failure to pay interest and other amounts within five business days of the due date, failure to comply with a covenant beyond any applicable grace period, default beyond the applicable grace period for payments on other borrowings and non-monetary defaults on other borrowings, certain events of bankruptcy or insolvency of the Company and its significant subsidiaries.

OnThe ~~November~~Credit 5,Agreement ~~2025,~~replaces the ~~Board~~Company’s ofCredit ~~Directors~~Agreement, ~~(the~~dated ~~“Board”)~~as of ~~the~~December 15, ~~Company~~2022, ~~increased~~among the ~~size~~Company, ofJPMorgan ~~the~~Chase ~~Board~~Bank, ~~to 10 members and appointed Gregory~~ N.A., ~~Trojan to serve~~ as athe ~~new~~administrative ~~director~~agent, ofand the ~~Company,~~other ~~both~~lenders ~~effective~~party ~~immediately.~~thereto, ~~The~~as ~~Board~~amended ~~has~~(the ~~determined~~“Existing ~~that~~Credit ~~Mr.~~Agreement”), ~~Trojan~~which ~~qualifies~~was asdue anto ~~independent~~expire ~~director~~on inDecember 15, ~~accordance~~2027 with ~~the~~respect ~~New~~to ~~York~~the ~~Stock~~revolving ~~Exchange~~loan ~~Listing~~facility ~~Standards~~ and ~~the~~term ~~Company’s~~A-1 ~~Corporate~~loan ~~Governance~~facility ~~Guidelines.~~and ~~Mr.~~December 15, ~~Trojan~~2029 iswith ~~expected~~respect to ~~serve as a member of~~ the ~~Audit~~term ~~Committee,~~loan ~~the~~A-2 ~~Compensation~~loan ~~and Human Resources Committee, and the Finance and Pension Investment Committee~~facility.

~~Mr.~~The ~~Trojan,~~foregoing ~~66,~~description ~~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~~Credit ~~and~~Agreement ~~operator~~is ofqualified ~~over~~in ~~200~~its ~~casual~~entirety ~~dining~~by ~~restaurants~~reference ~~throughout the U.S., from 2013~~ to ~~2021 and as a member of~~ the ~~board~~Credit ~~of directors from 2012 to September 2025. Before that~~Agreement, ~~Mr.~~which ~~Trojan~~is ~~served~~filed as ~~Chief~~Exhibit ~~Executive Officer of Guitar Center, Inc~~10.1 ~~and~~hereto ~~House of Blues Entertainment, Inc.~~ and ~~held~~incorporated ~~various~~herein ~~senior~~by ~~leadership positions at PepsiCo, Inc~~reference. ~~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.~~

Item 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 Securities and Exchange Commission on July 1~~, 2025)~~. ~~There are no arrangements or understandings between Mr~~02. ~~Trojan~~Termination ~~and~~of ~~any other person pursuant to which he was selected as director, and there are no transactions between Mr. Trojan and the Company that would require disclosure under Item 404(~~a) ofMaterial ~~Regulation~~Definitive ~~S-K~~Agreement.

On December 5, 2025, the Company provided written notice of prepayment and termination of the Existing Credit Agreement as of December 9, 2025, conditioned upon the effectiveness of a new credit facility in accordance with Section 2.11 of the Existing Credit Agreement. Therefore, on December 9, 2025, the Existing Credit Agreement was terminated in connection with the entry into the Credit Agreement described above under Item 71.01 of this Current Report on Form 8-K. ~~Regulation~~ FDIn ~~Disclosure~~connection with the termination of the Existing Credit Agreement on December 9, 2025, the Company utilized the Credit Agreement to repay all outstanding indebtedness under the Existing Credit Agreement.

OnItem ~~November 5, 2025, the Company also issued a press release regarding the appointment of Mr~~2. ~~Trojan~~03. ACreation ~~copy~~ of ~~this~~a ~~release~~Direct isFinancial ~~furnished~~Obligation asor ~~Exhibit~~an ~~99.2~~Obligation tounder ~~this~~an ~~Current Report on Form 8~~Off-KBalance ~~and~~Sheet isArrangement ~~incorporated~~of bya ~~reference into this Item 7~~Registrant.~~01.~~

InThe ~~accordance with General Instruction B.2 of Form 8-K, the~~ information inset ~~this~~forth under Item 71.01 of this Current Report on Form 8-K, including Exhibit 9910.2,1 ~~shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act~~hereto, oris ~~otherwise subject to the liabilities of that section, nor shall either be deemed~~ incorporated by reference ininto ~~any~~this ~~filing~~Item ~~under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific references in such a filing~~2.03.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits
	No.	Description
	99.1	Press release dated November 5, 2025, announcing results for the quarter ended September 30, 2025.
	99.2	Press release dated November 5, 2025, announcing the appointment of Gregory A. Trojan as new director.
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(d) Exhibits


No.		Description

10.1		Credit Agreement dated December 9, 2025 among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Truist Bank and AgFirst Farm Credit Bank, as Co-Syndication Agents, and First Horizon Bank, KeyBank National Association, Citibank, N.A., Bank Of America, N.A., UBS Switzerland AG, Atlantic Union Bank and Capital One, N.A., as Co-Documentation Agents

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~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNIVERSAL CORPORATION

~~UNIVERSAL CORPORATION~~

(Registrant)

Date: December 9, 2025

By:

/s/ Catherine H. Claiborne

Date:

November 5, 2025

By:

/s/ Catherine H. Claiborne

Catherine H. Claiborne

Vice President, General Counsel and Secretary

Vice President, General Counsel, and Secretary

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