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): ~~December 9~~January 20, ~~2025~~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.)
(State or other jurisdictionof 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~~TradingSymbol(s) Name of each ~~exchange~~exchangeon 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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAs ~~December 9,~~previously ~~2025~~disclosed, Johan C. Kroner notified Universal Corporation (the “Company”) ~~entered~~of ~~into~~his aintention ~~new~~to ~~unsecured~~retire ~~Credit Agreement, with JPMorgan Chase Bank, N.A.,~~ as ~~Administrative~~Senior ~~Agent,~~Vice ~~Truist~~President ~~Bank~~ and ~~AgFirst~~Chief ~~Farm~~Financial ~~Credit~~Officer ~~Bank,~~of asthe ~~Co-Syndication Agents~~Company, ~~and~~effective ~~First~~on ~~Horizon Bank~~July 1, ~~KeyBank National Association, Citibank, N~~2026.~~A.,~~ ~~Bank~~On ~~Of America~~January 20, ~~N.A.~~2026, ~~UBS Switzerland AG, Atlantic Union Bank and Capital One, N.A., as Co-Documentation Agents (~~the ~~“Credit~~Board ~~Agreement”). The Credit Agreement provides for (i) a five-year term loan A-1 facility in the amount~~ of ~~$275,000,000~~Directors (the ~~loans thereunder, the~~ “~~Term A-1 Loans~~Board”), ~~(ii) a seven-year term loan A-2 facility in the amount~~ of ~~$345,000,000 (~~the ~~loans~~Company ~~thereunder,~~elected ~~the~~Anubhav ~~“Term~~Mittal ~~A-2~~as ~~Loans”) and (iii) a five-year revolving loan facility (~~the ~~“Revolving~~Company’s ~~Credit~~Senior ~~Facility”)~~Vice ofPresident ~~$780,000,000~~and ~~(the~~Chief ~~loans~~Financial ~~thereunder~~Officer, ~~the~~effective ~~“Revolving Credit Loans” and~~February 17, ~~collectively~~2026 ~~with~~ (the ~~Term A-1 Loans and the Term A-2 Loans, the~~ “~~Loans~~Effective Date”),. ofMr. Kroner ~~which~~will upstep todown ~~$25,000,000~~as ~~is available for letters of credit and, at~~ the ~~swingline lender~~Company’s ~~discretion,~~Senior upVice toPresident ~~$20,000,000 is available for short-term borrowings on a swingline basis. The Company may request that the lenders extend the applicable maturity date for the Term A-1 Loans, the Term A-2 Loans~~ and~~/or~~ ~~the~~Chief ~~Revolving~~Financial ~~Credit~~Officer ~~Loans~~as ~~for up to two one-year extensions, subject to satisfaction~~ of ~~certain terms and conditions and consent of~~ the ~~requisition~~Effective ~~number of lenders. The Credit Agreement also provides that the Company may~~Date, atbut ~~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~~support ~~without~~a ~~the~~smooth ~~consent~~transition of ~~any lenders not participating in such increase~~leadership, ~~subject to certain customary conditions and lenders committing to provide the increase in funding~~Mr. Kroner ~~There can be no assurance that additional funding~~ will ~~become~~remain ~~available.~~with ~~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~~a inSenior ~~the~~Vice ~~Credit~~President ~~Agreement).~~until ~~The Company’s obligations under~~ the ~~Credit~~effective ~~Agreement~~date ~~are guaranteed by Universal Ingredients, Inc., a subsidiary~~ of ~~the~~his ~~Company~~retirement.

~~Loans designated by the Company at the time of borrowing as “ABR Loans” that are outstanding under the Credit Agreement bear interest at a rate per annum equal to (i)~~Mr. ~~the~~Mittal, ~~greatest~~age of50, ~~(a) the~~has ~~Prime~~served ~~Rate (~~as ~~defined~~Archer inDaniels ~~the~~Midland ~~Credit~~Company’s ~~Agreement) in effect on such day;~~ (b“ADM”) ~~the~~ ~~NYFRB~~Global ~~Rate~~Head ~~(as~~of ~~defined~~Business inDevelopment ~~the~~and ~~Credit~~M&A ~~Agreement) in effect on such day plus 1/2 of 1%;~~ and ~~(c) the Adjusted Term SOFR Rate (~~as ~~defined~~CFO 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). Loans designated by the Company at the time of ~~borrowing~~ADM as “Term Benchmark Loans” that 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 LoansNutrition, a ~~percentage~~global ~~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~~nutrition, ~~(ii) with respect to Term A-1 Loans~~flavors, ~~a percentage ranging from 0.35% to 1.10% per annum for ABR Loans~~ and aingredients ~~percentage~~business, ~~ranging~~since ~~from~~December 12023.~~25%~~ toFrom ~~2.00%~~October ~~per~~2021 ~~annum~~through ~~for~~November ~~Term Benchmark Loans and (iii) with respect to Term A-2 Loans~~2023, ~~a percentage ranging from 0~~Mr.~~60%~~ Mittal toserved ~~1.60%~~as ~~per~~CFO ~~annum~~of ~~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 Company~~ADM’s ~~ratio~~Global ofPet ~~consolidated~~Solutions ~~total~~business ~~indebtedness~~and ~~to consolidated EBITDA (each~~ as ~~defined~~Vice inPresident ~~the Credit Agreement). Under the terms~~ of ~~the~~Global ~~Credit~~Corporate ~~Agreement,~~Development ~~accrued~~and ~~interest~~M&A. onBefore ~~each~~joining ~~Loan~~ADM ~~is payable~~ in ~~arrears~~December ~~on the applicable interest payment date for each Loan. As of the effective date~~2016, ~~and until such time as the Company delivers to the Administrative Agent the financial statements for the fiscal quarter ending on or about December~~Mr. ~~31,~~Mittal ~~2025,~~spent ~~the~~four ~~Applicable~~years ~~Rate~~at ~~shall be~~ the ~~following~~Kellogg ~~rates~~Company ~~per~~in ~~annum:~~senior ~~(i)~~global ~~0.70% with respect to Revolving Credit Loans that are ABR Loans~~finance, ~~(ii)~~corporate ~~1.60%~~development ~~with~~and ~~respect~~strategy ~~to Revolving Credit Loans that are Term Benchmark Loans, (iii) 1~~roles.~~10%~~ ~~with respect to Term A-1 Loans that are ABR Loans, (iv) 2~~Mr.~~00%~~ Mittal ~~with~~holds ~~respect~~an toMBA ~~Term~~from ~~A-1~~Harvard ~~Loans~~Business ~~that~~School ~~are Term Benchmark Loans, (v) 1.60% with respect to Term A-2 Loans that are ABR Loans,~~ and ~~(vi)~~a ~~2.50%~~Bachelor ~~with~~of ~~respect~~Technology toin ~~Term~~Mechanical ~~A-2~~Engineering Loans that are Term Benchmark Loans. The Loans under the Credit Agreement may be prepaid at any time without premium or penalty (other than any accrued interest or breakage costs, if applicable). The Company expects that the proceeds from the ~~Credit~~Indian ~~Agreement~~Institute ~~will be used for general corporate purposes, including acquisitions and other investments, prepayment~~ of ~~existing indebtedness~~Technology, ~~and to provide general working capital~~Kanpur.

~~The~~In ~~Credit~~connection ~~Agreement~~with ~~contains~~his ~~customary~~election ~~affirmative~~as ~~and~~the ~~negative~~Company’s ~~covenants,~~Senior ~~including~~Vice ~~limitations~~President ~~on mergers, consolidations~~ and ~~sales~~Chief ofFinancial ~~assets~~Officer, ~~limitations~~Mr. Mittal’s on(i) annual ~~liens~~base ~~and~~salary ~~sales~~will ~~and~~be ~~leasebacks~~$650, ~~limitations on transactions with affiliates~~000, ~~limitations~~(ii) onannual ~~investments~~target ~~and~~bonus ~~limitations~~opportunity onwill ~~subsidiary~~be ~~indebtedness~~$500,000 ~~as well as other customary terms~~ and ~~provisions. In addition, the Credit Agreement contains financial covenants specifying that~~ (iiii) asbeginning ofin ~~the~~May ~~end of each fiscal quarter~~2026, ~~the~~annual ~~maximum~~long-term ~~total~~incentive ~~net~~equity ~~leverage~~awards ~~ratio~~ will ~~not~~be ~~exceed~~targeted ~~3.00~~at ~~to 1~~$850,000.00 ~~(provided~~In ~~that~~addition, ~~following~~on athe ~~Material~~Effective ~~Acquisition~~Date, orMr. Mittal ~~Material~~will ~~Project~~receive ~~(each~~a asone-time ~~defined~~grant inof ~~the~~restricted ~~Credit~~stock ~~Agreement~~units (“RSUs”), atunder the Company’s ~~election,~~shareholder-approved ~~the~~2023 ~~total~~Stock ~~net~~Incentive ~~leverage~~Plan ~~ratio~~equal ~~may be increased~~ to ~~3.25~~approximately to$2 million ~~1.00~~based ~~for~~on the ~~immediately~~volume-weighted ~~following~~average ~~six~~price ~~fiscal~~from ~~quarters) and (ii)~~December ~~the~~19, ~~Company~~2025 ~~will~~to ~~maintain~~February 16, as2026. One-third of the ~~end~~RSUs ofwill ~~each~~vest ~~fiscal~~on ~~quarter~~May 19, ~~consolidated~~2026, ~~tangible~~May 19, ~~net~~2027, ~~worth~~and ofMay 19, ~~not less than $1~~2028,~~000,000,000.~~ ~~The Credit Agreement also contains events of default customary for such financings~~respectively, ~~the~~subject ~~occurrence~~to ofMr. Mittal’s ~~which~~continued ~~would~~employment ~~permit~~with the ~~lenders~~Company tothrough ~~accelerate~~ the ~~amount~~applicable ~~due~~vesting ~~thereunder~~date. ~~Such~~The ~~events~~RSUs will ofearn ~~default~~dividend ~~include~~equivalent ~~failure~~units toduring ~~pay~~the ~~principal,~~respective ~~failure~~vesting toperiods ~~pay~~and ~~interest~~only ~~and~~vest ~~other~~when ~~amounts~~the ~~within~~underlying ~~five~~RSU ~~business~~awards ~~days~~vest. ofFinally, on the ~~due~~Effective ~~date~~Date, ~~failure~~Mr. Mittal towill ~~comply~~also ~~with~~receive a ~~covenant~~special ~~beyond~~one-time ~~any~~signing ~~applicable~~bonus ~~grace~~of ~~period~~$600,000, ~~default~~which ~~beyond~~is ~~the~~subject ~~applicable~~to ~~grace~~repayment ~~period~~in ~~for~~full ~~payments~~if onMr. Mittal ~~other~~voluntarily ~~borrowings~~resigns ~~and~~or ~~non-monetary~~his ~~defaults~~employment onis ~~other~~terminated ~~borrowings,~~for ~~certain~~cause ~~events~~within ofthe ~~bankruptcy~~first or24 ~~insolvency~~months of the ~~Company~~Effective ~~and its significant subsidiaries~~Date.

~~The~~There ~~Credit~~are ~~Agreement~~no ~~replaces~~arrangements ~~the~~or ~~Company’s~~understandings ~~Credit~~between ~~Agreement, dated as of December~~Mr. ~~15,~~Mittal ~~2022,~~and ~~among~~any ~~the~~other ~~Company,~~person ~~JPMorgan~~pursuant ~~Chase~~to ~~Bank,~~which NMr.~~A.,~~ Mittal aswas ~~the~~selected ~~administrative~~as ~~agent~~an officer, and ~~the~~Mr. Mittal ~~other~~does ~~lenders~~not ~~party~~have ~~thereto,~~a asfamily ~~amended~~relationship ~~(the~~with ~~“Existing~~any ~~Credit~~of ~~Agreement”),~~the ~~which~~Company’s ~~was~~directors ~~due~~or toexecutive ~~expire~~officers. onAdditionally, ~~December~~neither Mr. ~~15,~~Mittal ~~2027~~nor ~~with~~any ~~respect~~member toof ~~the~~his ~~revolving~~immediate ~~loan~~family ~~facility~~has ~~and~~a ~~term~~direct ~~A-1~~or ~~loan~~indirect ~~facility~~material ~~and~~interest ~~December 15,~~in ~~2029~~any ~~with~~transaction ~~respect~~required to ~~the~~be ~~term~~disclosed ~~loan~~pursuant ~~A-2~~to ~~loan~~Item ~~facility~~404(a) of Regulation S-K.

~~The~~Item ~~foregoing description of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10~~7.101. ~~hereto~~Regulation ~~and~~FD ~~incorporated herein by reference~~Disclosure.

~~Item~~On 1January 21, 2026, the Company issued a press release announcing the election of Mr.02 Mittal. A ~~Termination~~copy of athis ~~Material~~release ~~Definitive~~is ~~Agreement~~furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

OnIn ~~December 5,~~accordance ~~2025,~~with ~~the~~General ~~Company~~Instruction ~~provided~~B.2 ~~written~~of ~~notice~~Form of8-K, ~~prepayment~~the ~~and~~information ~~termination~~in ofthis ~~the~~Item ~~Existing~~7.01 ~~Credit~~of ~~Agreement~~this asCurrent ofReport ~~December 9,~~on ~~2025~~Form 8-K, ~~conditioned~~including ~~upon~~Exhibit 99.1, ~~the~~shall ~~effectiveness~~not ofbe adeemed ~~new~~“filed” ~~credit~~for ~~facility~~the inpurposes ~~accordance~~of ~~with~~ Section ~~2.11~~18 of the ~~Existing~~Securities ~~Credit~~Exchange ~~Agreement.~~Act ~~Therefore,~~of ~~on December 9~~1934, ~~2025,~~as amended (the ~~Existing~~“Exchange ~~Credit~~Act”), ~~Agreement~~or ~~was~~otherwise ~~terminated~~subject into ~~connection with~~ the ~~entry~~liabilities ~~into~~of ~~the~~that ~~Credit~~section, ~~Agreement~~nor ~~described~~shall ~~above~~it ~~under~~be ~~Item~~deemed ~~1.01~~incorporated ofby ~~this~~reference ~~Current~~in ~~Report~~any onfiling ~~Form~~under ~~8-K. In connection with~~ the ~~termination~~Securities Act of ~~the~~1933, ~~Existing~~as ~~Credit Agreement on December 9~~amended, ~~2025,~~or the ~~Company~~Exchange ~~utilized~~Act, ~~the~~except ~~Credit~~as ~~Agreement~~shall tobe ~~repay~~expressly ~~all~~set ~~outstanding~~forth ~~indebtedness~~by ~~under~~specific ~~the~~reference ~~Existing~~in ~~Credit~~such ~~Agreement~~a filing.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K, including Exhibit 10.1 hereto, is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(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
99.1		Press release dated January 21, 2026, announcing the election of Anubhav Mittal 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNIVERSAL CORPORATION

Date: December 9, 2025

/s/ Catherine H. Claiborne

Date: January 21, 2026

/s/ Catherine H. Claiborne

Catherine H. Claiborne

Vice President, General Counsel and Secretary

Filing Compare · UNIVERSAL CORP /VA/