UVV Universal Corp /Va/ - 8-K/A

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9, 2026, Universal Corporation (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial Form 8-K”) announcing that 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 (“Effective Date”).

In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company is filing this Form 8-K/A to the Initial Form 8-K (this “Amendment No. 1”) to provide information regarding material changes to Mr. Diel’s compensation as a result of his election as the Company’s Senior Vice President and Chief Financial Officer, which changes had not been determined at the time of the filing of the Initial Form 8-K. Except as expressly set forth herein, this Amendment No. 1 does not amend the Initial Form 8-K in any way and does not modify or update any other disclosures contained in the Initial Form 8-K. This Amendment No. 1 supplements the Initial Form 8-K and should be read in conjunction with the Initial Form 8-K.

In connection with his election as the Company’s Senior Vice President and Chief Financial Officer, on March 10, 2026, the Compensation Committee of the Board approved the following compensation arrangements for Mr. Diel: (i) his annual base salary will be $490,000, (ii) his annual target bonus opportunity will be $350,000 and (iii) his annual long-term incentive equity awards will be targeted at $560,000. In addition, on the Effective Date, Mr. Diel will receive a one-time grant of restricted stock units (“RSUs”) under the Company’s shareholder-approved 2023 Stock Incentive Plan equal to approximately $1.2 million based on the volume-weighted average price of a share of the Company’s common stock from January 31, 2026 to March 31, 2026. One-third of the RSUs will vest on April 1, 2027, April 1, 2028 and April 1, 2029, respectively, subject to Mr. Diel’s continued employment with the Company through the applicable vesting date. The RSUs will earn dividend equivalent units during the respective vesting periods and only vest when the underlying RSU awards vest.