Universal Corp. Faces NYSE Delisting Warning

TL;DR

NYSE warned Universal Corp about delisting due to late 10-K filing. They're trying to fix it ASAP.

AI Summary

Universal Corporation announced on November 19, 2024, that it received a notice from the New York Stock Exchange (NYSE) indicating non-compliance with listing standards due to a delay in filing its Annual Report on Form 10-K for the fiscal year ended March 31, 2024. The company is working to regain compliance by filing the overdue report as soon as possible.

Why It Matters

This filing signals potential issues with Universal Corp's financial reporting timeliness, which could impact investor confidence and stock liquidity.

Risk Assessment

Risk Level: medium — A delisting warning from a major exchange like the NYSE indicates potential financial reporting issues that could affect the company's market standing and investor perception.

Key Numbers

• 10-K — Annual Report (The delay in filing this report triggered the NYSE notice.)

Key Players & Entities

• Universal Corporation (company) — Registrant
• New York Stock Exchange (company) — Listing Exchange
• November 19, 2024 (date) — Date of earliest event reported
• March 31, 2024 (date) — Fiscal year end for overdue report

FAQ

Filing Documents

• tm2429083d1_8k.htm (8-K) — 35KB
• tm2429083d1_ex99-1.htm (EX-99.1) — 14KB
• tm2429083d1_ex99-1img001.jpg (GRAPHIC) — 27KB
• 0001104659-24-122111.txt ( ) — 263KB
• uvv-20241119.xsd (EX-101.SCH) — 3KB
• uvv-20241119_lab.xml (EX-101.LAB) — 33KB
• uvv-20241119_pre.xml (EX-101.PRE) — 22KB
• tm2429083d1_8k_htm.xml (XML) — 3KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in the Notification of Late Filing on Form 12b-25 filed by Universal Corporation (the "Company") with the U.S. Securities and Exchange Commission (the "SEC") on November 12, 2024, the Company was unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the "Form 10-Q") on a timely basis due to an ongoing internal investigation. 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. On November 19, 2024, the Company received a notice (the "NYSE Notice") from the New York Stock Exchange (the "NYSE") that, due to the delay in the filing of the Form 10-Q, the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual, which requires timely filing of all periodic reports with the SEC. The NYSE Notice has no immediate effect on the listing of the Company's common stock on the NYSE. The NYSE Notice informed the Company that, under NYSE rules, the Company has six months from November 18, 2024 to regain compliance with the NYSE listing standards by filing the Form 10-Q with the SEC. If the Company fails to file the Form 10-Q within the six-month period, the NYSE may grant, in its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The NYSE Notice also noted that the NYSE may nevertheless commence delisting proceedings at any time during the period that is available to the Company to complete the filing if it deems that the circumstances warrant. The Company is committed to completing a deliberate, thorough investigation while diligently working to fulfill all reporting obligations and currently expects to file the Form 10-Q within th

01

Item 7.01 Regulation FD Disclosure. As required by Section 802.01E of the NYSE Listed Company Manual, the Company issued a press release on November 22, 2024 announcing that it had received the NYSE Notice. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 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, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing. CAUTIONARY This Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Among other things, these statements include statements regarding expectations about the Company's filing of its Form 10-Q for the quarter ended September 30, 2024. These forward-looking "could," "should," "may," "plan," "will," "predict," "estimate," and similar expressions or words of similar import. These forward-looking statements are based upon management's current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results, performance, or achievements to be materially different from any anticipated results, prospects, performance, or achievements expressed or implied by such forward-looking

Financial Statements and Exhibits

Financial Statements and Exhibits. (d)Exhibits 99.1 Press Release, dated November 22, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

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: November 22, 2024 By: /s/ Catherine H. Claiborne Catherine H. Claiborne Vice President, General Counsel, and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR