Universal Corporation files Form 12b-25, Notification of Late Filing, with SEC

The company has filed a Form 12b-25, Notification of Late Filing, with the U.S. SEC in connection with its inability to timely file the Form 10-Q for its second quarter of fiscal year 2025 ended September 30, 2024. As noted in the Form 12b-25 filed November 12, in August 2024 the company commenced an internal investigation led by independent outside advisors, including legal counsel and forensic accountants, regarding certain allegations related to embezzlement by a former senior finance employee at the company’s Mozambique subsidiary, Mozambique Leaf Tobacco Ltda. The company continues to work diligently with its independent advisors to complete the internal investigation as soon as possible. Although substantial progress has been made on the investigation, the work is ongoing, and the company is currently unable to predict the outcome or time frame for completion of the investigation. The company currently has identified approximately $7M in the aggregate of unauthorized payments during fiscal years 2022 through 2025. The company intends to pursue sources of recovery, including company-maintained insurance. As of the date of this press release, the company does not believe the matter under investigation will have a material negative impact on its financial results for fiscal year 2025. As a result of the additional time required to complete its internal investigation, the process of finalizing financial statements for the second quarter of fiscal year 2025 could not be completed on a timely basis. Universal intends to file the Form 10-Q as soon as practicable after the conclusion of the internal investigation, which it expects will not occur prior to the Form 12b-25 extended deadline of November 18, 2024. As of the date of this press release, the company has not determined whether material adjustments to its previously issued financial statements will be necessary as a result of the matter or whether internal controls over financial reporting were designed and operating effectively. Universal expects to receive a standard filing delinquency notification from the New York Stock Exchange and to discuss the status of the Form 10-Q with the NYSE. The NYSE typically grants listed companies a six-month period to cure a filing delinquency. Universal is committed to completing a deliberate, thorough investigation while diligently working to fulfill all reporting obligations. CEO Wigner continued, “Integrity is a core value of ours and a key to everything we do at Universal. We are committed to ensuring that this matter is handled appropriately, and we are working to complete this investigation as soon as practicable.”