UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED March 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______.


000-25734
(Commission File Number)

Pyxus International, Inc.

(Exact name of registrant as specified in its charter)


Virginia		85-2386250
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

6001 Hospitality Court, Suite 100
Morrisville,	North Carolina	27560
(Address of principal executive offices)		(Zip Code)

(919) 379-4300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock (no par value)

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Smaller reporting company

☒

Non-accelerated filer

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of September 2930, ~~2023~~2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1229.95 million based on the closing price of the common stock as reported on the OTC Pink Marketplace.

As of May 31, ~~2024~~2025, there were 24,~~999~~607,~~947~~791 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the Proxy Statement for the ~~2024~~2025 Annual Meeting of Shareholders (to be held August 1514, ~~2024~~2025) of the registrant is incorporated by reference into Part III hereof.

Table of Contents
Part I		Page No.
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	17
Item 1C.	Cybersecurity	17
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	18
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1819
Item 6.	[Reserved]	19
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3435
Item 8.	Financial Statements and Supplementary Data	3537
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	8385
Item 9A.	Controls and Procedures	8385
Item 9B.	Other Information	8486
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	8486
Part III
Item 10.	Directors, Executive Officers, and Corporate Governance	8486
Item 11.	Executive Compensation	8587
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	8688
Item 13.	Certain Relationships and Related Transactions, and Director Independence	8688
Item 14.	Principal Accountant Fees and Services	8688
Part IV
Item 15.	Exhibits and Financial Statement Schedules	8688
Item 16.	Form 10-K Summary	8991
	Signatures	9092

PART I

Item 1. Business

Company Overview

This Annual Report on Form 10-K (this "Annual Report") is ~~being~~ filed by Pyxus International, Inc. (the "Company," "Pyxus," "we," or "us"). Pyxus is a global agricultural company with businesses having more than 150 years of experience delivering value-added products and services to customers. The Company is a trusted provider of responsibly sourced, independently verified, sustainable, and traceable products and ingredients, principally leaf tobacco. The Company has one reportable segment for financial reporting purposes: Leaf. An All Other category is included for purposes of reconciliation of the respective balances ~~for~~of the Leaf segment to the consolidated financial statements. All Other revenue is primarily composed of revenue from the sale of ~~e-liquids and~~ non-tobacco agriculture products. See "Note 1. Basis of Presentation and Summary of Significant Accounting Policies" to the "Notes to the Consolidated Financial Statements" for additional information.

Leaf Tobacco Operations

Our leaf tobacco revenues are principally comprised of sales of processed leaf tobacco and fees charged for processing and related services to manufacturers of tobacco products. Our leaf tobacco operations deal primarily in flue-cured, burley, and oriental tobaccos that are used in international cigarette brands. We purchase tobacco on five continents and ship to customers globally. We primarily purchase tobacco from suppliers and assume the risk of matching the quantities and grades required by our customers to the crop we are contractually obligated to purchase.

WeOur ~~purchase~~arrangements ~~tobacco~~with suppliers vary depending on ~~five~~our ~~continents~~predictions of future supply and ~~ship~~demand, tolocal ~~customers~~historical ~~globally~~practice, and availability of capital. WeIn ~~primarily~~some locales, we purchase crop inputs, such as seeds, fertilizer, pesticides, and other products related to growing tobacco, ~~directly~~and ~~from~~issue them to suppliers with whom we have purchase contracts. InThe ~~those~~suppliers, ~~instances~~who generally operate small farms, then utilize these inputs to grow tobacco, which we ~~assume~~are contractually obligated to purchase if the ~~risk~~supplier meets our specifications. The advances of ~~matching~~inputs for the ~~quantities~~current crop generally include the original cost of the inputs plus a mark-up and ~~grades~~interest ~~required~~as byit is earned. Where contractually permitted, we charge interest to the suppliers during the period the current crop advance is outstanding. We account for our ~~customers~~advances to suppliers using a cost accumulation model, which results in us reporting our advances at the lower of cost or recoverable amounts excluding the mark-up and interest. The mark-up and interest on our advances are recognized when the tobacco is delivered as a decrease in our cost of the current crop. weUpon ~~must~~delivery of tobacco, part of the purchase ~~under~~price ~~contract~~paid to the supplier is paid in cash and part through a reduction of the advance balance. The advances applied to the delivery are reclassified out of advances and into unprocessed inventory. Under longer-term arrangements with suppliers, we may advance or guarantee financing on suppliers' capital assets, which are also recovered through the delivery of tobacco to us by our suppliers.

Our ~~arrangements~~agronomists ~~with~~maintain ~~suppliers~~frequent ~~vary~~contact ~~depending~~with onsuppliers ~~our~~prior ~~predictions~~to ~~of future supply~~ and ~~demand,~~throughout ~~local~~the ~~historical~~growing ~~practice~~ and ~~availability~~curing ofseasons ~~capital.~~to Inprovide ~~some~~technical ~~locales,~~assistance ~~we purchase seeds, fertilizer, pesticides, and other products related~~ to ~~growing~~improve ~~tobacco,~~the ~~which~~quality ~~represent prepaid inventory,~~ and ~~issue~~yield ~~them~~of tothe ~~suppliers with whom we have purchase contracts~~crop. ~~The~~As ~~suppliers,~~a ~~who~~result ~~generally~~of ~~operate~~various ~~small farms~~factors, ~~then~~including ~~utilize these inputs to grow tobacco~~weather, ~~which~~not weall suppliers are ~~contractually~~able ~~obligated~~ to ~~purchase~~fully assettle ~~long as the supplier meets our specifications. The~~ advances ofthrough ~~inputs~~delivery ~~for the current crop generally include the original cost~~ of ~~the~~tobacco ~~inputs~~in ~~plus~~ a ~~mark-up~~given ~~and~~crop ~~interest as it is earned~~year. ~~Where~~Throughout ~~contractually~~the ~~permitted~~crop cycle, we ~~charge~~monitor ~~interest~~events tothat ~~the~~may ~~suppliers~~impact ~~during~~ the ~~period~~suppliers’ ~~the~~ability ~~current~~to ~~crop~~deliver ~~advance is outstanding~~tobacco. WeIf ~~account~~we ~~for~~determine ~~our~~we ~~advances~~will tonot ~~tobacco~~be ~~suppliers~~able ~~using~~to arecover ~~cost accumulation model, which results in us reporting our advances at~~ the ~~lower~~original of cost orof ~~recoverable amounts excluding~~ the ~~mark-up and interest. The mark-up and interest on our~~ advances ~~are~~with ~~recognized~~deliveries ~~when the tobacco is delivered as a decrease in our cost~~ of the current crop., ~~Upon~~or ~~delivery~~future ofcrop ~~tobacco~~deliveries, ~~part of~~ the ~~purchase~~unit ~~price~~cost ~~paid~~of totobacco ~~the~~received ~~supplier~~ is ~~paid~~increased inwhen ~~cash~~unrecoverable ~~and~~costs ~~part~~are ~~through~~within a ~~reduction~~normal ofrange ~~the~~or ~~advance~~expensed ~~balance.~~immediately ~~The~~when ~~advances~~they ~~applied to the delivery~~ are ~~reclassified~~above ~~out~~a ofnormal ~~advances and into unprocessed inventory~~range. ~~Under~~The ~~longer-term~~normal ~~arrangements~~range ~~with~~is ~~suppliers,~~based ~~we may advance or guarantee financing~~ on ~~suppliers' capital assets, which are also recovered through the delivery of tobacco to us by~~ our ~~suppliers~~historical results.

~~Our~~We ~~agronomists~~process ~~maintain~~tobacco ~~frequent~~to ~~contact~~meet ~~with~~each ~~suppliers~~customer's ~~prior~~specifications as to ~~and~~quality, ~~during~~yield, ~~the~~chemistry, ~~growing~~particle ~~and~~size, ~~curing~~moisture ~~seasons~~content, toand ~~provide~~other ~~technical~~characteristics. ~~assistance~~Unprocessed totobacco ~~improve~~is ~~the~~a ~~quality~~semi-perishable ~~and~~commodity. ~~yield~~The processing of ~~the~~leaf ~~crop.~~tobacco Asfacilitates ashipping ~~result~~by ofpreventing ~~various~~spoilage ~~factors~~and ~~including~~is ~~weather,~~an ~~not~~essential ~~all~~service ~~suppliers~~to ~~are~~our ~~able~~customers toas ~~settle~~ the ~~entire~~quality ~~amount~~ of ~~advances~~processed ~~through~~leaf ~~delivery of~~ tobacco insubstantially aaffects ~~given~~the ~~crop~~quality ~~year.~~of ~~Throughout~~ the ~~crop~~manufacturer’s ~~cycle~~products. Accordingly, weour ~~monitor~~production ~~events~~facilities ~~that~~are ~~may~~in ~~impact~~proximity ~~the~~to ~~suppliers’~~our ~~ability~~principal tosources ~~deliver~~of tobacco. IfWe weprocess ~~determine~~tobacco wein ~~will~~Company-owned ~~not~~and bethird-party ~~able~~facilities toaround ~~recover~~ the ~~original~~world, ~~cost~~including ofin ~~the~~Argentina, ~~advances~~Brazil, ~~with~~China, ~~deliveries~~India, ofIndonesia, ~~the~~Jordan, ~~current~~North ~~crop~~Macedonia, orMalawi, ~~future~~Tanzania, ~~crop~~Thailand, ~~deliveries~~Turkey, ~~the~~United ~~unit~~States, ~~cost~~and ofZimbabwe. ~~tobacco~~After ~~received~~processing, iswhole ~~increased~~leaves, ~~when~~bundles, ~~unrecoverable~~strips ~~costs~~or stems, and scrap, where applicable, are ~~within~~separately apacked ~~normal~~in ~~range~~cases, bales, cartons or ~~expensed~~hogsheads ~~immediately~~for ~~when~~storage ~~they~~and ~~are~~shipment. ~~above~~Packed aflue-cured, ~~normal~~burley ~~range.~~and ~~The~~oriental ~~normal~~tobacco ~~range~~generally is ~~based~~transported onin ~~our~~the ~~historical~~country ~~results~~of origin by truck or rail, and exports are moved by ship.

We ~~process~~utilize ~~tobacco to meet each customer's specifications as to quality~~contracts, ~~yield,~~joint ~~chemistry~~ventures, ~~particle size, moisture content~~ and other ~~characteristics.~~arrangements ~~Unprocessed~~for ~~tobacco~~the ispurchase ~~a semi-perishable commodity. The processing~~ of ~~leaf~~ tobacco ~~facilitates~~grown ~~shipping~~in ~~and~~other ~~prevents~~countries ~~spoilage~~that ~~and~~produce ~~is an essential service to our customers as the~~ export-quality offlue-cured ~~processed~~and ~~leaf~~burley tobacco. ~~substantially~~Much ~~affects the quality~~ of the ~~manufacturer’s end product. Accordingly, our production facilities are located in proximity to our principal sources of~~ tobacco. Wewe ~~process~~purchase ~~tobacco~~is insourced ~~Company-owned~~from ~~and third-party facilities around~~ the ~~world~~African, ~~including in Argentina~~Asian, ~~Brazil, China, India, Indonesia, Jordan, Macedonia, Malawi, Tanzania, Thailand, Turkey, United States,~~ and ~~Zimbabwe.~~South ~~After~~American ~~processing,~~regions ~~whole leaves, bundles, strips or stems, and scrap where applicable, are separately packed~~ in ~~cases,~~which ~~bales,~~we ~~cartons or hogsheads for storage and shipment~~operate. ~~Packed~~The ~~flue-cured,~~approximate ~~burley~~percentage ~~and~~of ~~oriental~~ tobacco ~~generally~~purchases isfrom ~~transported~~these inregions ~~the~~were ~~country~~as ~~of origin by truck or rail, and exports are moved by ship.~~ follows:

We utilize contracts, joint ventures, and other arrangements for the purchase of tobacco grown in other countries that produce export-quality flue-cured and burley tobacco. The majority of the tobacco we purchase is sourced from the African, Asian, and South American regions in which we operate. The approximate percentage of tobacco purchases from these regions were as follows:

	Years Ended March 31,
	2024	2023	2022
	2025	2024	2023
Africa	3334%	3033%	3130%
Asia	1920%	2119%	2021%
South America	2824%	2628%	2326%

Key Customers

In our leaf tobacco business, our primary customers are major consumer tobacco product manufacturers. Refer to "Note 28. Segment Information" to the "Notes to Consolidated Financial Statements" for additional information regarding customers, and their respective affiliates, that account for more than 10% of our annual revenues. We delivered approximately 18% of our tobacco sales to customers in Africa, approximately 36% to customers in Asia, and approximately 31% to customers in Europe for the year ended March 31, 2024. The remaining sales of leaf tobacco are to customers located in other geographic regions of the world.

Competition

Leaf tobacco industry competition is based primarily on the price charged for products and services as well as the merchant's ability to meet customer specifications in the buying, processing, residue compliance and financing of tobacco. Pyxus is one of only two global, publicly held leaf tobacco merchants. We hold a leading position in most major tobacco growing regions in the world, including the principal export markets for flue-cured, burley and oriental tobacco. In addition to the primary global independent leaf tobacco merchants, there are a number of other global, regional or national competitors. These include local independent leaf merchants that have low fixed costs and overhead, and some of our cigarette manufacturing customers that have vertically integrated operations in certain markets.

We have long-standing relationships with growers across the globe that we contract directly with in order to procure tobacco. We realize our grower base is critical to our ability to provide sustainable, compliant crops that meet the specific requirements of our customers. We strive to maintain strong and productive relationships with our growers by providing them with agronomic expertise, which includes training on good agricultural practices to support high-quality and high-yielding crops, and training on our agricultural labor practices that sets human rights standards by which they are expected to comply. Our commitment to conducting business in accordance with international standards and practices related to human rights, and in an ethical and environmentally responsible manner gives our customers confidence that we can satisfy their demand requirements through a sustainable and compliant value chain.

Seasonality

The purchasing and processing activities of our leaf tobacco business are seasonal and vary by market and tobacco variety. Tobacco grown in North America is purchased, processed, and marketed generally during the five-month period beginning in ~~July~~August and ending in ~~November~~December. Tobacco grown in South America is usually purchased, processed, and marketed from January through July and, for tobacco grown in Africa, from March through September. Other tobacco markets around the world have similar purchasing and processing activities, although atthese ~~different~~activities ~~times~~occur ofat ~~the~~various ~~year.~~times ~~During the purchasing, processing and marketing seasons, inventories~~ of unprocessed tobacco, inventories of redried tobacco, and trade accounts receivable normally reach peak levels in succession. Current liabilities, particularly advances from customers, and short-term notes payable, normally reach their peak in this period as a means of financing the ~~seasonal expansion of current assets. At March 31, the end of our fiscal~~ year~~, the seasonal components of our working capital primarily reflect foreign-grown tobacco operations~~.

During the purchasing, processing, and marketing seasons, inventories of unprocessed tobacco, inventories of redried tobacco, and trade accounts receivable normally reach peak levels in succession. Current liabilities, particularly advances from customers and short-term notes payable, normally reach their peak in this period as a means of financing the seasonal expansion of current assets. At March 31, the end of our fiscal year, the seasonal components of our working capital primarily reflect the foreign-grown tobacco operations.

Track and Trace Technology

In connection with our leaf tobacco operations, the Company uses a proprietary "track and trace" platform, branded as SENTRI®, ~~which~~to weprovide ~~believe provides~~ transparency into the lifecycle of agricultural products by monitoring information and obtaining data related to the growth, cultivation, harvest, processing, formulation, testing, and release of individual batches of products. By obtaining data on products at each stage of ~~the~~our supply chain, SENTRI® permits proactive decision-making for both the Company and its leaf tobacco customers. The key features of SENTRI® include:

•Product Tracking: Data collection and tracking at various stages in the product lifecycle ~~permits~~provides customers towith ~~gain~~visibility aninto ~~understanding of~~ where products originate ~~from~~, how they were produced, and the product testing ~~data~~completed toalong ~~understand ingredients and~~ the product journey.

•Control and Visibility: With access to increased data regarding the supply chain, we ~~are~~can ~~able to~~ monitor quality control at various points in the product route to market.

•Sustainability Commitments: SENTRI® incorporates visibility into the practices and procedures of the product supply chain.

5•Lot Number Tracking: We can track specific products through the manufacturing process by lot number with full visibility to our customers. This provides more information about the product, its origin, and other information relevant to quality control and product transparency.

•Lot Number Tracking: We are able to track specific products through the manufacturing process by lot number with full visibility to our customers. This provides more information about the product, its origin, and other information relevant to quality control and product transparency.

•Agronomic Services: SENTRI® utilizes an experienced team of agronomists to track data and insights regarding growing practices.

Key Customers

In our leaf tobacco business, our primary customers are major consumer tobacco product manufacturers. Refer to "Note 26. Segment Information" to the "Notes to Consolidated Financial Statements" for additional information regarding customers, and their respective affiliates, that account for more than 10% of our annual revenues. We delivered approximately 20% of our tobacco sales to customers in Africa, approximately 35% to customers in Asia, and approximately 30% to customers in Europe for the year ended March 31, 2025. The remaining sales of leaf tobacco are to customers located in other geographic regions of the world.

Competition

Leaf tobacco industry competition is based primarily on the price charged for products and services as well as the merchant's ability to meet customer specifications in the buying, processing, residue compliance and financing of tobacco. Pyxus is one of only two global, publicly held leaf tobacco merchants. We hold a leading position in most major tobacco growing regions in the world, including the principal export markets for flue-cured, burley, and oriental tobacco. In addition to the primary global independent leaf tobacco merchants, there are other global, regional, or national competitors. These include local independent leaf merchants that have low fixed costs and overhead and some of our customers that have vertically integrated operations in certain markets.

We have long-standing relationships with growers across the globe with whom we contract directly to procure tobacco, and our grower base is critical to our ability to provide sustainable, compliant crops that meet the specific requirements of our customers. We strive to maintain strong, productive relationships with our growers by providing them with agronomic

expertise, which includes training on good agricultural practices to support high-quality and high-yielding crops, and training on our agricultural labor practices that sets human rights standards by which they are expected to comply. We remain committed to conducting our global business in an ethical and responsible manner, in accordance with international standards and practices relating to human rights and the environment, to give our customers confidence that we can satisfy their demand requirements through a sustainable and compliant value chain.

Regulation

See "Item 1A. Risk Factors" for a discussion of applicable government regulation of leaf tobacco.

All Other

We are also engaged in the sale of ~~e-liquids and~~ non-tobacco agriculture products, which represented less than 1% of our consolidated revenues for each of the fiscal years ended March 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023. These operations have been combined and reported in an "All Other" category included for purposes of reconciliation of the respective balances ~~for~~of the Leaf segment to the consolidated financial statements. See "Note 2826. Segment Information" for additional information.

Human Capital Management

Our workforce isplays ~~one~~a offundamental ~~our~~role ~~most~~in ~~important~~fulfilling ~~stakeholder groups and is critical to achieving~~ our ~~purpose~~corporate – mission—to transform people’s lives so that, together, we can grow a better world. ~~The attraction~~Attracting, ~~development~~developing, and ~~retention~~retaining oftop talent ~~enables~~is usessential to ~~make~~advancing ~~progress against~~ our business strategy. Itand isimpact. ~~essential~~We ~~that~~remain wecommitted ~~create~~to ~~and~~fostering ~~maintain~~ a workplace culture ofrooted ~~conducting business~~ in anethics ~~ethical~~ and ~~responsible~~responsibility, ~~manner.~~and ~~It is for these reasons that~~ we ~~dedicate~~invest ~~resources~~in to employee engagement, ~~focus~~prioritize onworkplace ~~creating~~safety, aand ~~safe~~celebrate ~~workplace,~~the ~~and~~contributions ~~recognize~~of ~~employees~~our ~~for~~team ~~the~~in ~~results~~furtherance ~~that~~of ~~they~~organizational ~~deliver~~success.

As of March 31, ~~2024~~2025, we employed approximately 3,~~000~~100 people, excluding seasonal employees, in our worldwide operations. We maintain positive relationships with the Company’s employees and their respective organizations. We have collective bargaining agreements in place in many of the countries in which we operate, and we have long-term agreements in-place in certain jurisdictions to resolve disputes through binding arbitration.

Oversight and Management

Our Human Resources department is responsible for managing employment-related matters, including recruiting, hiring, onboarding, compensation, performance management, advancement, succession planning, and professional and learning development. Our Board of Directors provides oversight of various matters pertaining to our workforce. The Compensation Committee of the Board of Directors is responsible for executive compensation matters and oversight of the risks and programs related to talent management. Our Human Rights Policy and Code of Business Conduct highlight our commitment to diversity, inclusion, fairness, safety, and equal opportunity in all aspects of employment.

Supply Chain Human Rights Matters

We support efforts to address human rights concerns inthroughout the tobacco supply chain. For example, in our tobacco supply chain, we use on-farm good agricultural practices assessments to assess suppliers’' compliance with labor practices. Our subsidiaries establish contract terms and conditions with ~~tobacco~~ suppliers related to ~~issues such as~~ forced and child labor and other social issues, and they conduct ~~social compliance~~ due diligence throughout our tobacco-growing regions to monitor compliance.

Environmental Compliance

WeAs ~~are~~an ~~aware~~agricultural ofcompany, we recognize the ~~impact~~effects our business activities have on the environment, and we understand that climate change ~~will~~could have a long-term ~~impact~~consequences on our business, our employees, suppliers, and the communities inwhere ~~which~~we ~~they live~~operate. We ~~have~~are committed to reducing our environmental impact ~~from~~by ~~our operations and~~ working with our ~~contracted~~suppliers ~~growers~~ to ~~apply~~integrate sustainable agricultural methods and practices. Additional information regarding our activities related to our sustainability strategy can be found in our Sustainability Report, which is published on our website.

Currently, there are no material estimated capital expenditures related to environmental control facilities. In addition, there is no material effect on capital expenditures, results of operations or competitive position anticipated asfrom ~~a result of~~ compliance with current or pending federal or state laws and regulations relating to protection of the environment.

Available Information

Our website is www.pyxus.com. Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at http://investors.pyxus.com as soon as reasonably practicable after we file such material with, or furnish it to, the United States ("U.S.") Securities and Exchange Commission (the "SEC"). The information contained on our website shall not be deemed part of this annual report on Form 10-K. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Development of the Business

A description of the general development of the Company's business is included in Item 1 of Part I of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022 under the heading "Company Overview" and the paragraph immediately preceding such heading, which description is incorporated herein by reference.

Item 1A. Risk Factors

The following risk factors should be read carefully in connection with evaluating our business and the forward-looking statements contained in this Annual Report. Any of the following risks could materially adversely affect our business, our operating results, our financial condition, and the actual outcome of matters as to which forward-looking statements are made in this Annual Report.

Risks Related to Our Leaf Tobacco Operations

Our reliance on a small number of significant customers may adversely affect our financial results.

The customers of our leaf tobacco business are manufacturers of cigarette and other tobacco products. Several of these customers individually may account for a significant portion of our sales in a normal year. For the year ended March 31, ~~2024~~2025, Philip Morris International Inc., China National Tobacco Corporation, and Japan Tobacco International each accounted for 10% or more of our total sales and other operating revenues. In addition, tobacco product manufacturers have experienced consolidation, and further consolidation among our customers could decrease customer demand for our leaf tobacco or processing services. The loss of one or more of our significant customers could have a material adverse effect on our financial results.

Vertical integration by our customers could materially adversely affect our financial performance.

Demand for our leaf tobacco or processing services could be materially reduced if cigarette manufacturers ~~make~~decide ~~the decision~~ to significantly vertically integrate their operations, whether through the acquisition of our competitors, establishing new operations, contracting directly with suppliers, or otherwise. In general, our results of operations have not been adversely affected by vertical integration initiatives, and some customers have reversed certain aspects of their previous ~~vertical~~efforts ~~integration~~to ofvertically integrate operations. However, ~~further~~significant vertical integration by our customers could have a material adverse effect on our financial performance.

Shifts in customer requirements for sourcing tobacco may negatively affect our organizational structure, asset base, and results of operations, including shifts resulting from the imposition of tariffs.

If our customers significantly alter their requirements for tobacco volumes from certain regions, we may have to change our production facilities and alter our fixed asset base in certain origins. Shifts in sourcing of tobacco may occur as a result of currency fluctuations, including changes in currency exchange rates against the United States Dollar ("USD"), the imposition of tariffs and other changes in international trade policies. WeFor ~~may~~example, ~~not~~tariffs beimposed ~~able~~in to2018 ~~timely~~by orChina ~~efficiently~~on ~~adjust to shifts in sourcing origins~~U.S. Weagricultural ~~have incurred~~products, ~~and~~including ~~may continue to incur~~tobacco, ~~restructuring~~in ~~charges~~response ~~as we continue~~ to ~~adjust to shifts in sourcing~~U.S.-imposed ~~Adjusting~~tariffs ~~our capacity and adjusting to shifts in sourcing may have an adverse impact~~ on ~~our~~Chinese ~~ability~~manufactured ~~to manage our costs and could have an adverse effect on our financial performance. In addition~~goods, ~~certain~~adversely ofimpacted our ~~most~~shipping ~~significant~~volumes ~~customers,~~from ~~including~~the ~~Philip Morris International Inc~~U.S. ~~and~~at ~~British~~that ~~American~~time ~~Tobacco,~~since ~~have~~impacted ~~publicly~~customers ~~announced~~sought ~~intentions~~ to ~~move~~source ~~toward~~tobacco ~~smoke-free~~from ~~products,~~jurisdictions ~~with~~not ~~smoke-free~~subject ~~products~~to ~~replacing~~these ~~traditional cigarettes~~tariffs. ~~Generally,~~This ~~smoke-free~~shift ~~products require less tobacco~~ in ~~production~~customer ~~than~~sourcing ~~traditional~~requirements ~~cigarettes.~~adversely Anaffected ~~increasing~~our ~~trend~~results ~~toward the replacement~~ of ~~traditional~~operations ~~cigarettes~~for ~~with~~some ~~smoke-free products~~time, ~~whether~~as ~~driven~~it byis ~~our~~not ~~customers~~possible orto byimmediately ~~consumers,~~adjust ~~could~~to ~~materially~~such ~~adversely~~customer-driven ~~affect~~shifts ~~our~~in ~~results~~sourcing ~~of operations~~origins.

~~Our~~Recent ~~financial~~tariffs ~~results~~announced ~~will~~by ~~vary~~the ~~according~~U.S. togovernment, ~~growing~~including, ~~conditions~~for example, ~~customer~~on ~~indications~~goods from China, Canada, and ~~other~~Mexico, ~~factors~~has resulted in the imposition of retaliatory tariffs by impacted governments, ~~which~~and ~~significantly~~additional ~~impacts~~tariffs ~~our~~may ~~ability~~be imposed. For example, in March 2025, China's Ministry of Finance announced tariffs on certain agricultural imports from the U.S. While we continue to ~~forecast~~monitor trade discussions that could impact our ~~quarterly~~business, we may not be able to timely or efficiently adjust to shifts in sourcing origins as a result of such tariffs, or any other tariffs and ~~annual~~retaliatory ~~financial~~tariffs ~~performance~~that may be imposed in the future, which could similarly adversely affect our results of operations.

~~Our~~We ~~financial~~have ~~results~~incurred, and may becontinue ~~significantly~~to ~~affected~~incur, byrestructuring ~~fluctuations~~charges inas ~~tobacco~~we ~~growing~~continue ~~seasons~~to ~~and~~adjust ~~crop~~to ~~sizes,~~shifts ~~which~~in ~~affect the supply of tobacco~~sourcing. ~~Crop~~Adjusting ~~sizes~~our ~~may~~capacity beand ~~affected~~adjusting ~~by,~~to ~~among~~shifts ~~other~~in ~~things,~~sourcing ~~precipitation~~may ~~levels,~~have ~~crop~~an ~~infestation~~adverse ~~and~~impact ~~disease,~~on ~~the~~our ~~volume~~ability ofto ~~annual~~manage ~~tobacco~~our ~~plantings~~costs and ~~yields~~could ~~realized~~have byan ~~suppliers,~~adverse ~~and~~effect ~~suppliers'~~on ~~elections~~our tofinancial ~~grow~~performance. ~~crops~~In ~~other~~addition, ~~than~~certain ~~tobacco.~~of ~~The~~our ~~cultivation~~most ~~period~~significant ~~for~~customers, ~~tobacco~~including isPhilip ~~dependent~~Morris ~~upon~~International aInc. ~~number~~and ofBritish ~~factors~~American Tobacco, ~~including~~have ~~the~~publicly ~~weather~~announced ~~and~~intentions ~~other~~to ~~natural~~move ~~events~~toward smoke-free products, ~~such~~with assmoke-free ~~hurricanes~~products orreplacing ~~tropical~~traditional ~~storms~~cigarettes. Generally, ~~and~~smoke-free ~~our~~products ~~processing~~require ~~schedule~~less ~~and~~tobacco ~~results~~in ofproduction ~~operations~~than ~~for~~traditional ~~any~~cigarettes. ~~quarterly~~An ~~period~~increasing ~~can~~trend betoward ~~significantly~~the ~~altered~~replacement byof ~~these~~traditional ~~factors.~~cigarettes ~~The~~with ~~unpredictability~~smoke-free ~~may~~products, bewhether ~~exacerbated~~driven by ~~the~~our ~~effects~~customers ofor ~~climate~~by ~~change~~consumers, ~~which~~ could ~~increase~~materially ~~the~~adversely ~~likelihood~~affect orour ~~severity~~results of ~~disruptive weather events~~operations.

~~The~~Our ~~cost~~financial ofresults ~~acquiring~~will ~~tobacco~~vary ~~can~~according ~~fluctuate greatly due~~ to ~~crop~~growing ~~sizes~~season ~~and increased competition in certain markets in which we purchase tobacco. For example~~conditions, ~~short~~customer ~~crops in periods of high demand translate into higher average green prices~~indications, ~~higher throughput costs,~~ and ~~less~~other ~~volume to sell. Furthermore~~factors, ~~large~~which ~~crops~~significantly ~~translate~~impacts ~~into~~our ~~lower~~ability ~~average~~to ~~green~~forecast ~~prices,~~our ~~lower~~quarterly ~~throughput costs,~~ and ~~excess~~annual ~~volume~~financial ~~to sell~~performance.

Our financial results may be significantly affected by fluctuations in tobacco growing season conditions and crop sizes, which affect the supply of tobacco to our customers. Crop sizes may be affected by, among other things, precipitation levels, crop

~~The~~infestation ~~timing~~ and ~~unpredictability of customer indications~~disease, ~~orders,~~the ~~and~~volume ~~shipments~~of ~~cause~~annual ~~us to keep~~ tobacco inplantings ~~inventory,~~and ~~increase~~yields ~~our~~realized ~~risk~~by suppliers, and ~~result~~suppliers' inelections ~~variations~~to ingrow ~~financial~~crops ~~results~~other than tobacco. The ~~timing~~cultivation ofperiod ~~shipments~~for ~~can~~tobacco beis ~~materially~~dependent ~~impacted~~upon bya ~~shortages~~number of ~~containers and vessels for shipping~~factors, ~~increased~~including ~~spot-prices~~the ~~for~~weather ~~shipping~~and ~~leading~~other ~~vessel~~natural ~~operators~~events, tosuch ~~reduce~~as ~~cargo allocations of our customers' containers covered by lower-priced~~hurricanes, ~~long-term shipping arrangements~~floods, ~~as well as infrastructure~~ and ~~accessibility issues in ports we use for shipment. We may~~tornadoes, ~~from~~and ~~time to time in the ordinary course of business, keep a significant amount of processed tobacco in inventory for~~ our ~~customers.~~processing ~~Control~~schedule ~~is transferred~~ and ~~revenue~~results isof ~~recognized~~operations for ~~the~~any ~~sale~~quarterly ofperiod ~~inventory~~can atbe asignificantly ~~point~~altered inby ~~time,~~these infactors. ~~accordance~~The ~~with~~unpredictability ~~the~~may ~~shipping~~be ~~terms~~exacerbated ofby the ~~contract.~~effects ~~As individual shipments may represent significant amounts~~ of ~~revenue,~~climate ~~our financial results may vary significantly depending on our customers’ needs and shipping instructions. These fluctuations result in varying volumes and sales in given periods~~change, which ~~also~~could ~~reduces~~increase ~~your~~the ~~ability~~likelihood ~~to compare our financial results in different periods~~ or inseverity ~~the~~of ~~same~~disruptive ~~periods~~weather ~~in different years~~events.

The cost of acquiring tobacco can fluctuate greatly due to crop sizes and increased competition in certain markets where we purchase tobacco. For example, short crops in periods of high demand translate into higher average green prices, higher throughput costs, and less volume to sell. Furthermore, large crops translate into lower average green prices, lower throughput costs, and excess volume to sell.

The timing and unpredictability of customer indications, orders, and shipments could require us to keep tobacco in inventory, which increases our balance sheet risk and could result in variations in financial results. The timing of shipments can be materially impacted by shortages of containers and vessels for shipping, increased spot-prices for shipping prompting vessel operators to reduce cargo allocations of our customers' containers covered by lower-priced, long-term shipping arrangements, and infrastructure and accessibility issues in the ports we use for shipment.

We may, from time to time in the ordinary course of business, keep a significant amount of processed tobacco in inventory for our customers. Control is transferred and revenue is recognized for the sale of inventory at a point in time, in accordance with the shipping terms of the contract. As individual shipments may represent significant amounts of revenue, our financial results may vary significantly depending on our customers’ needs and shipping instructions. These fluctuations result in varying volumes and sales in given periods, which also reduces your ability to compare our financial results in different periods or in the same periods in different years.

Loss of confidence in us by our customers and suppliers may have a material adverse impact on our business, financial condition, results of operations, and cash flows.

If our customers and suppliers lose confidence in us, they may seek to establish alternative commercial relationships. In addition, in such circumstances, our suppliers, vendors, counterparties, and service providers may seek to renegotiate the terms of our agreements, attempt to terminate their relationships with us or require financial assurances from us. If our suppliers, vendors, and other providers require stricter terms and conditions, we may not find these terms and conditions acceptable. Failure to timely obtain or sell suitable inventory at competitive prices could materially adversely affect our businesses, financial condition, liquidity, and results of operations.

Suppliers who have historically grown tobacco may elect to grow other crops instead of tobacco, which ~~affects~~could affect the ~~world~~global supply of tobacco and ~~may~~ impact our financial performance.

Increases in the prices for other crops have led, and may in the future lead, suppliers who have historically grown tobacco to elect to grow other, more profitable, crops instead of tobacco. A decrease in the volume of tobacco available for purchase may increase the purchase price of such tobacco. As a result, we could experience an increase in tobacco crop acquisition costs, which may impact our financial performance.

Our advancement of inputs to tobacco suppliers could expose us to losses.

Our arrangements with suppliers vary depending on our predictions of future supply and demand dynamics, local historical practice, and availability of capital. In some locales, we purchase seeds, fertilizer, pesticides, and other products related to growing tobacco, which represent prepaid inventory, and issue them to suppliers with whom we have purchase contracts. The suppliers then utilize these inputs to grow tobacco, which we are contractually obligated to purchase if they meet our specifications. These advances to tobacco suppliers are settled as part of the consideration paid upon the suppliers delivering us unprocessed tobacco at market prices. ~~Two~~The ~~primary factors determine the market value of the tobacco suppliers deliver to us: the~~ quantity ~~of tobacco delivered~~ and ~~the~~ quality of ~~the~~ tobacco delivered, both of which are ~~subject to factors~~ outside of our control at the time we make advances to suppliers, ultimately determine the market value of the tobacco sourced. Unsatisfactory quantities or quality of the tobacco delivered could result in losses with respect to the advances made to ~~our~~these ~~tobacco~~ suppliers or the deferral of those advances.

When we purchase tobacco directly from suppliers, we bear the risk that the tobacco will not meet our customers’ quality and quantity requirements.

In countries where we contract directly with ~~tobacco~~ suppliers, we bear the risk that the tobacco delivered will not meet the quality and quantity requirements ofdefined ~~our~~by customers. If the tobacco does not meet ~~such~~customer ~~market~~ requirements, we may not be able to sell the tobacco we agreed to buy from suppliers and may not be able to ~~meet~~satisfy ~~all of~~ our customers’ orders, which would have an adverse effect on our profitability and results of operations.

Weather and other conditions can affect the marketability of our inventory, and climate change may adversely alter weather patterns in tobacco-growing regions.

Like other agricultural products, the quality of tobacco is affected by weather and the environment, which can change the quality or size of the crop. If a weather event is severe, such as a major drought or hurricane, the affected crop could be destroyed or damaged to an extent that it would be less desirable to our customers, which would result in a reduction in revenues. If such an event is also widespread, it could affect our ability to acquire the quantity of products required by customers. In addition, the potential impact of climate change is uncertain and may vary by geographic region. The possible effects could include changes in rainfall patterns, water shortages, changing storm patterns and intensities, and changing temperature levels, all of which may be of greater permanence than typical weather fluctuations. Some or all of these impacts could adversely affect the ability of farmers in the regions in which we source leaf tobacco to continue to produce crops of acceptable quality and in sufficient quantities. Their inability to do so could materially adversely affect our operations, results of operations, and financial condition.

~~event~~Like ~~impacting~~other ~~the~~agricultural ~~condition~~products, orthe quality of atobacco ~~large~~is ~~amount~~affected by weather and the environment, which can impact the quality or size of the ~~tobacco~~crop. ~~crops~~If wea ~~buy~~weather event is severe, such as a major drought or hurricane, the affected crop could ~~make~~be destroyed or damaged to an extent that it ~~difficult~~would ~~for~~be usless desirable to ~~sell~~our customers and result in lower revenues. If such ~~tobacco~~an orevent tois ~~fill~~also widespread, it could affect our ~~customers’~~ability ~~orders~~to acquire the quantity of products at the specifications required by customers.

In addition, the potential impact of climate change is uncertain and may vary by geographic region. The possible effects could include changes in rainfall patterns, water shortages, changing storm patterns and intensities, and changing temperature levels, all of which may be of greater permanence than typical weather fluctuations. These impacts could adversely affect the ability of farmers in the regions in which we source leaf tobacco to continue to produce crops of acceptable quality and in sufficient quantities. Their inability to do so could materially adversely affect our operations, results of operations, and financial condition.

In addition, other items can affect the marketability of tobacco, including, among other things, the presence of non-tobacco related material, genetically modified organisms, and excess residues of pesticides, fungicides, and herbicides. A significant event impacting the condition or quality of a large amount of the tobacco crops we buy could make it difficult for us to sell such tobacco or to fill our customers’ orders.

Competition could erode our earnings.

The leaf tobacco industry is highly competitive. Competition is based primarily on the prices charged for products and services as well as the merchant’s ability to meet customer specifications in the buying, processing, and financing of tobacco. The loss or substantial reduction of one or more of our significant ~~customer~~customers could reduce our earnings. Although Pyxus is one of only two primary global independent publicly held leaf tobacco merchants, cigarette manufacturers also buy tobacco directly from local and regional suppliers. We face increasing competition from new local and regional independent leaf merchants with low fixed costs and overhead and good local customer connections, where the new entrants have been able to capitalize in the global transition to those markets. Any of these sources of new competition may result in less tobacco available for us to purchase and process in the applicable markets.

Continued high inflation may adversely affect our profitability and the demand for our leaf tobacco products.

~~The~~Global economies ~~of the United States ("U.S.") and other nations~~ have recently experienced higher levels of consumer price inflation. Continued inflationary pressures may continue to increase our costs, including the cost of leaf tobacco that we purchase. If these increased costs cannot successfully be passed on to our customers, then our profitability and results of operations may be adversely affected. In addition, since our leaf tobacco products are used in the manufacturing of tobacco consumer goods, consumer behavior that deprioritizes the purchase of tobacco consumer goods in response to inflationary increases in the price of such goods could result in reduced overall demand for consumer tobacco products and, consequently, for the leaf tobacco we provide to manufacturers, which could materially adversely affect our profitability, results of operations, and financial position.

Risks Related to the Scope of Our International Operations

We face increased risks of doing business due to the extent of our international operations.

Some of the countries where we doconduct business in do not have stable economies or governments. ~~Our~~As such, our international operations are subject to international business risks, including unsettled political conditions, uncertainty in the enforcement of legal obligations, including the collection of accounts receivable, fraud risks, expropriation, import and export restrictions, exchange controls, inflationary economies, currency risks, and risks related to the restrictions on repatriation of earnings or proceeds from liquidated assets of foreign subsidiaries. These risks are exacerbated in countries where we have advanced substantial sums or guaranteed local loans or lines of credit for the purchase of tobacco from suppliers.

In 2006, as a result of the political environment, economic instability, foreign currency controls, and governmental regulations in Zimbabwe, we deconsolidated our Zimbabwe subsidiary, Mashonaland Tobacco Company ~~LTD~~(Pvt.) Ltd. ("MTC"). Subsequently, we determined that the significant doubt about our ability to control MTC was eliminated and reconsolidated MTC as of March 31, 2016. MTC utilizes local currencies for local transactions that are exchanged at a government specified rate with USD. To convert these currencies to USD, the Company must obtain foreign currency resources from the Reserve Bank of Zimbabwe, which are subject to the monetary and exchange control policy in Zimbabwe. If the foreign exchange restrictions and government-imposed controls become severe, we may have to reassess our ability to control MTC.

In recent years, economic problems in certain countries where we ~~have~~conduct ~~international~~ operations have experienced significant ~~devaluation and appreciation of the local~~ currency volatility and inflation, including ~~the~~countries ~~classification~~with ofhighly ~~the~~inflationary economies like Argentina, Malawi, Turkey, and Zimbabwe ~~economies as highly inflationary~~. Devaluation and appreciation of the local currency and inflation can affect our purchase costs of tobacco and our processing costs. In addition, we conduct business with suppliers and customers in countries that have ~~had~~experienced or may be subject to dramatic political regime change. In the event of such dramatic changes in the government of such countries, we may be unable to continue to operate our business, or adequately enforce legal obligations, after ~~the~~a political regime change, in a manner consistent with prior practice.

Further, the imposition of governmental sanctions or other restrictions may preclude us from continuing to sell to certain customers or to source leaf tobacco from certain jurisdictions and could have a material adverse effect on our profitability, results of operations, and financial position.

We are subject to the Foreign Corrupt Practices Act (the "FCPA") and we operate in jurisdictions that pose a high risk of potential FCPA violations.

We are subject to the FCPA, which generally prohibits companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits. Certain of our customers, including China National Tobacco Corporation, are state-owned and their officers and employees may qualify as foreign officials under the FCPA. In addition, we operate in a number of jurisdictions that pose a high risk of potential FCPA violations. Although our corporate policy prohibits foreign bribery and we have adopted procedures to promote compliance, we cannot assure you that our policy or procedures will work effectively all of the time or protect us against liability under the FCPA for actions taken by

~~our agents~~Further, ~~employees,~~the ~~and~~imposition ~~intermediaries~~of ~~with~~governmental ~~respect~~sanctions ~~to our business~~ or ~~any businesses that we acquire. Failure to comply with the FCPA,~~ other ~~anti-corruption~~restrictions ~~laws~~may ~~and~~preclude ~~other~~us ~~laws~~from ~~governing~~continuing ~~the~~to ~~conduct~~sell ~~of business with government entities (including local laws) could lead~~ to ~~criminal~~certain ~~and~~customers ~~civil penalties and other remedial measures (including further changes~~ or ~~enhancements~~ to ~~our~~source ~~procedures,~~leaf ~~policies,~~tobacco ~~and~~from ~~controls,~~certain ~~the~~jurisdictions ~~imposition of a compliance monitor at our expense, potential personnel changes~~ and~~/or~~ ~~disciplinary actions), any of which~~ could have ana material adverse ~~impact~~effect on our ~~business~~profitability, ~~financial condition,~~ results of operations, and ~~liquidity. Investigation of any potential violations of the FCPA or other anti-corruption laws by U.S. or foreign authorities also could have an adverse impact on our business,~~ financial ~~condition, and results of operations~~position.

We are subject to the Foreign Corrupt Practices Act (the "FCPA"), and we operate in jurisdictions that pose a high risk of potential FCPA violations.

We are subject to the FCPA, which generally prohibits companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or maintaining business and/or other benefits. Certain of our customers, including China National Tobacco Corporation, are state-owned, and their officers and employees may qualify as foreign officials under the FCPA. In addition, we operate in certain jurisdictions that pose a high risk of potential FCPA violations. Although our corporate policy prohibits foreign bribery and we have adopted procedures to promote compliance, we cannot assure you that our policy, procedures, and controls will operate effectively at all times to protect us against liability under the FCPA for actions taken by our agents, employees, and intermediaries with respect to our business or any businesses that we may acquire. Failure to comply with the FCPA, other anti-corruption laws and other laws governing the conduct of business with government entities (including local laws) could lead to criminal and civil penalties and other remedial measures (including further changes or enhancements to our procedures, policies, and controls, the imposition of a compliance monitor at our expense, potential personnel changes and/or disciplinary actions), any of which could have an adverse impact on our business, financial condition, results of operations, and liquidity. Investigation of any potential violations of the FCPA or other anti-corruption laws by U.S. or foreign authorities also could have an adverse impact on our business, financial condition, and results of operations.

Changes in tax laws or challenges to our tax positions pursuant to ongoing tax audits could adversely affect our business.

Our multinational operations are taxed under the laws of the various countries and ~~other~~ jurisdictions inwhere ~~which~~ we operate. Changes in tax laws or in their application could lead to an increased risk of international tax disputes and an increase in our effective tax rate, which could adversely affect our financial results. The integrated nature of our worldwide operations can produce conflicting claims from revenue authorities in different countries as to the profits to be taxed in the individual countries. Many of the jurisdictions in which we operate have double tax treaties with other foreign jurisdictions, which provide a framework for mitigating the impact of double taxation. However, procedures developed to resolve such conflicting claims are largely untried and may be lengthy. Accruals for tax contingencies are made based on experience, interpretations of tax law, and judgments about potential actions by tax authorities. Due to the complexity of tax contingencies, the ultimate resolution of any tax matter may result in payments materially different from the amounts accrued.

We doconduct business in countries ~~that~~where ~~have~~ tax regimes inmay ~~which the current rules are~~ not be clear, ~~are~~or ~~not~~ consistently applied and are subject to sudden change. Our subsidiaries are and may in the future be subject to audit, investigation, or other tax controversies. While the outcome of such matters cannot be predicted with certainty, we do not currently expect that such matters will have a material adverse effect on our business or financial position. However, should one or more of these matters be resolved in a manner adverse to our current expectation, the effect on our results of operations for a particular fiscal reporting period could be material.

In 2019, the Organization for Economic Co-operation and Development (OECD) launched an initiative on behalf of the G20 to minimize profit shifting by working toward a global tax framework to ensure that corporate income taxes are paid where consumption takes place, in addition to introducing a global standard on minimum taxation combined with new tax dispute resolution processes. The implementation of these new global principles ~~begins~~has inbegun ~~2024~~for many member countries. However, some countries have announced postponement of implementation to ~~2025~~future years, while others have not taken steps toward implementation. The OECD is issuing guidelines that are different, in some respects, from long-standing international tax principles. AsWhile the Company is actively pursuing mitigation strategies, as countries unilaterally amend their tax laws to adopt certain parts of the OECD guidelines, this may increase tax uncertainty and may adversely impact the Company’s provision for income taxes and cash tax liability.

Fluctuations in foreign currency exchange and interest rates could adversely affect our results of operations.

WeThough we conduct ~~our~~ business in many countries around the world., ~~Our~~our ~~business~~sales isof ~~generally conducted in USD~~tobacco, asconsistent iswith the business of the leaf tobacco industry, asare agenerally ~~whole~~conducted in USD. We generally must purchase tobacco in ~~non-U.S.~~foreign countries using local currency. As a result, local country operating costs, including the purchasing and processing costs for tobaccos, are subject to the effects of exchange fluctuations of the local currency against the USD. When the USD weakens against foreign currencies, our costs for purchasing and processing tobacco in such currencies increases. Although we operate in many ~~non-U.S.~~foreign countries and are exposed to fluctuations in the currencies of numerous foreign countries, exchange fluctuation in the Brazilian Real against the USD has the greatest potential for impact on our financial results. We attempt to reduce such currency risks by matching the timing of our working capital borrowing needs against the tobacco purchasing and processing funds requirements in the currency of the country where the tobacco is grown. Fluctuations in the value of foreign currencies can significantly affect our operating results.

In addition, the devaluation of foreign currencies has resulted and may in the future result in reduced purchasing power from customers whose capital resources are denominated in those currencies. We may incur a loss of business as a result of the devaluation of these currencies now or in the future.

Risks Related to Other Aspects of Our Operations

We rely on internal and externally hosted information technology systems and disruption, failure, or security breaches of these systems could adversely affect our business.

We rely on information technology ("IT") systems, including systems hosted by third-party service providers. For example, our enterprise resource planning system and our domestic employee payroll system are hosted by external service providers. Although we have disaster recovery plans and intrusion preventive mitigating tools and services in-place, our portfolio of hardware and software products, solutions and services and our enterprise IT systems, including those hosted by service providers, may be vulnerable to damage or disruption caused by circumstances beyond our control, such as catastrophic events,

~~power~~In ~~outages~~addition, ~~natural~~the ~~disasters,~~devaluation ~~computer~~of ~~system,~~foreign orcurrencies ~~network~~has ~~failures,~~resulted ~~computer viruses or other malicious software programs,~~ and ~~cyber-attacks,~~may ~~including~~in ~~system~~the ~~hacking~~future ~~and~~result ~~other~~in ~~cyber-security~~reduced ~~breaches.~~purchasing ~~The~~power ~~failure~~from orcustomers ~~disruption~~whose ofcapital ~~our~~resources ITare ~~systems~~denominated ~~to perform as anticipated could disrupt our business and result~~ in ~~decreased~~those ~~performance,~~currencies. ~~significant~~We ~~remediation~~may ~~costs,~~incur ~~transaction~~a ~~errors,~~ loss of ~~data,~~business ~~processing~~from ~~inefficiencies, downtime, litigation, and~~ the ~~loss~~devaluation of ~~suppliers~~these orcurrencies ~~customers.~~now ~~A significant disruption~~ or ~~failure~~in ~~could~~the ~~have a material adverse effect on our business operations, financial performance, and financial condition~~future.

WeRisks ~~cannot~~Related ~~assure~~to ~~you~~Other ~~that~~Aspects ~~material~~of ~~weaknesses~~Our ~~will not be identified in the future.~~Operations

InWe ~~certain~~rely ~~prior~~on ~~years,~~internally weand ~~identified~~externally ~~material~~hosted ~~weaknesses~~information intechnology ~~our~~systems ~~internal control over financial reporting. Although we intend to continue to aggressively monitor~~ and ~~improve our internal controls~~disruption, ~~we cannot assure you that other material weaknesses will not occur in the future. Failure to implement required new or improved controls~~failure, or ~~difficulties~~security ~~encountered~~breaches in their implementation, could cause us to fail to meet our reporting obligations or result in misstatements in our financial statements in amounts that could be material. Ineffective internal controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on the value of ~~our~~these ~~common~~systems ~~stock and/or publicly traded debt and~~ could ~~also~~adversely ~~require~~affect ~~additional restatements of~~ our ~~prior reported financial information~~business. In addition, because we are not an "accelerated filer" under applicable SEC regulations, we are not required to obtain and present a report of our independent accounting firm with respect to the effectiveness of our internal control over financial reporting and we have not obtained such a report with respect to an evaluation of our internal controls as of March 31, 2024 and, accordingly, no such report is included in this Form 10-K.

~~Regulations~~We ~~regarding~~rely ~~environmental~~on ~~matters~~information technology systems, including systems hosted by third-party service providers. For example, our enterprise resource planning system and our domestic employee payroll system are hosted by external service providers. Although we have disaster recovery plans and intrusion preventive mitigating tools and services in-place, our portfolio of hardware and software products, solutions and services and our enterprise IT systems, including those hosted by service providers, may ~~affect~~be usvulnerable to damage or disruption caused by ~~substantially~~circumstances ~~increasing~~beyond our ~~costs~~control, such as catastrophic events, power outages, natural disasters, computer system, or network failures, computer viruses or other malicious software programs, and ~~exposing~~cyber-attacks, usincluding system hacking and other cyber-security breaches. The failure or disruption of our IT systems to ~~potential~~perform ~~liability~~as anticipated could disrupt our business and result in decreased performance, significant remediation costs, transaction errors, loss of data, processing inefficiencies, downtime, litigation, and the loss of suppliers or customers. A significant disruption or failure could have a material adverse effect on our business operations, financial performance, and financial condition.

We ~~are~~cannot ~~subject~~assure toyou ~~environmental,~~that ~~health,~~material ~~and~~weaknesses ~~safety laws and regulations~~ in each jurisdiction in which we operate. Such regulations govern, among other things, emissions of pollutants into the air, wastewater discharges, waste disposal, the investigation and remediation of soil and groundwater contamination, and the health and safety of our ~~employees.~~internal ~~For~~controls ~~example,~~over ~~our~~financial ~~products~~reporting ~~and~~will the raw materials used in its production processes are subject to numerous environmental laws and regulations. We may be required to obtain environmental permits from governmental authorities for certain of its current or proposed operations. We may not ~~have been, nor may~~ be ~~able~~identified ~~to be at all times,~~ in ~~full~~the ~~compliance with such laws, regulations and permits~~future. ~~If we violate or fail to comply with these laws, regulations, or permits, we could be fined or otherwise sanctioned by regulators.~~

Although we monitor our internal controls, and improve them as needed, we cannot assure you that material weaknesses will not occur in the future. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations or result in misstatements in our financial statements in amounts that could be material. Ineffective internal controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on the value of our common stock and/or publicly traded debt and could also require additional restatements of our prior reported financial information. In addition, because we are not an "accelerated filer" under applicable SEC regulations, we are not required to obtain and present a report of our independent accounting firm with respect to the effectiveness of our internal control over financial reporting and we have not obtained such a report with respect to an evaluation of our internal controls as of March 31, 2025 and, accordingly, no such report is included in this Form 10-K.

Regulations regarding environmental matters may substantially increase our costs and expose us to potential liability.

We are subject to environmental, health, and safety laws and regulations in the jurisdictions where we operate. Such regulations govern, among other things, emissions of pollutants into the air, wastewater discharges, waste disposal, the investigation and remediation of soil and groundwater contamination, and the health and safety of our employees. For example, our products and the raw materials used in its production processes are subject to numerous environmental laws and regulations. We may be required to obtain environmental permits from governmental authorities for certain of its current or proposed operations. From time to time, we may not be in full compliance with such laws, regulations, and permits. If we violate or fail to comply with these laws, regulations, or permits, we could be fined or otherwise sanctioned by regulators.

As with other companies engaged in similar activities or that own or operate real property, we face inherent risks of environmental liability at our current and historical production sites. Certain environmental laws impose strict and, in certain circumstances, joint and several liability on current or previous owners or operators of real property for the cost of the investigation, removal, or remediation of hazardous substances as well as liability for related damages to natural resources. In addition, we may discover new facts or conditions that may change our expectations or be faced with changes in environmental laws or their enforcement that would impose additional liabilities. Furthermore, our costs of complying with current and future environmental, health, and safety laws, or our liabilities arising from past or future releases of, or exposure to, regulated materials, may have a material adverse effect on our business, financial condition, and results of operations.

~~Increasing~~We ~~scrutiny~~are ~~and~~subject to changing ~~expectations~~sustainability ~~from~~regulatory ~~governments,~~requirements ~~as well as other stakeholders such as investors~~ and ~~customers~~expectations, ~~with~~which ~~respect~~exposes us to ~~our~~increased ~~environmental,~~costs ~~social,~~ and ~~governance~~legal ~~("ESG")~~and ~~policies,~~reputational ~~including sustainability policies, may impose additional costs on us or expose us to additional~~ risks.

Governments, the non-governmental community, and industry increasingly understand the importance of implementing comprehensive environmental, labor, and governance practices. We are committed to implementing a robust sustainability management system, and we continue to implement what we believe are responsible ~~ESG~~sustainability and governance practices. Government regulations, however, could result in new or more stringent forms of ~~ESG~~regulatory oversight and disclosures. These may lead to increased expenditures for environmental controls, land use restrictions, reporting, and other conditions, which could have an adverse effect on our results of operations.

In addition, aseveral ~~number of~~ governments have implemented or are considering implementing due diligence procedures to ensure strict compliance with environmental, labor, and government regulations. ~~The~~For example, the European Union ~~proposed~~enacted broad due diligence reporting requirements for all industries operating within Europe. The United States has called for a broader and more robust approach to labor compliance in foreign jurisdictions, which could include some of our strategic origins. Due to general uncertainty regarding the timing, content, and extent of any such regulatory changes in the United States or abroad, we cannot predict the impact, if any, that these changes could have to our business, financial condition, and results of operations.

Our e-liquids business faces inherent risk of exposure to product liability claims, regulatory action, and litigation if its products are alleged to have caused significant loss, injury, or death.

~~types~~diligence ofreporting ~~claims~~requirements ~~due~~for toall ~~allegations~~industries ~~that~~operating ~~its~~within ~~products~~Europe. ~~caused~~Due ~~or contributed~~ to ~~injury,~~general ~~illness,~~uncertainty orregarding ~~death,~~the ~~made false~~timing, ~~misleading or impermissible claims~~content, ~~failed to include adequate labeling~~ and ~~instructions~~extent ~~for use or failed to include adequate warnings concerning possible side effects or interactions with other substances. Previously unknown adverse reactions resulting from human consumption~~ of ~~these~~any ~~e-liquids~~such ~~products~~regulatory ~~alone~~changes, orwe incannot ~~combination~~predict ~~with~~the ~~other medications or substances could also occur. In addition~~impact, ~~the~~if ~~manufacture and sale of~~ any, ~~ingested~~that orthese ~~consumable~~changes ~~product~~could ~~involves a risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Our e-liquids business may in the future~~ have to ~~recall certain of its products as a result of potential contamination and quality assurance concerns. A product liability claim or regulatory action against~~ our ~~e-liquids~~ business, ~~could~~financial ~~result~~condition, ~~in increased costs~~ and ~~could~~results ~~adversely~~of ~~affect its reputation and goodwill with its consumers~~operations. We cannot assure you that product liability insurance can be maintained on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could result in the Company's becoming subject to significant liabilities that are uninsured.

~~The~~Our ~~risk of class-based litigation (and individual litigation) for manufacturers and distributors of~~ e-liquids ~~and~~business ~~other~~faces ~~vaping~~inherent ~~products,~~risk ~~and others involved in the vaping industry, is significant, particularly in the face~~ of ~~increasing~~exposure ~~health~~to ~~and~~product ~~marketing~~liability ~~concerns~~claims, ~~the~~regulatory ~~potential for product recalls~~action, ~~or other product-related issues. The United States has a highly active plaintiffs’ bar. Recent years have seen a number of purported class action lawsuits in the United States against manufacturers~~ and ~~distributors~~litigation ofif ~~e-liquids~~its ~~and other vaping~~ products. ~~These~~are ~~circumstances~~alleged ~~create~~to ~~enhanced~~have ~~risk~~caused ~~and~~significant ~~exposure for the Company given the nature of its operations~~loss, ~~the products it manufactures~~injury, ~~distributes~~or ~~and sells, and its business environment~~death.

As a manufacturer and distributor of products that are ingested or otherwise consumed by humans, our e-liquids business faces the risk of exposure to product liability claims, regulatory action, and other litigation (including class proceedings and individual proceedings) if its products are alleged to have caused loss, injury, or death. Our e-liquids business may be subject to these types of claims, including that: (i) its products caused or contributed to injury, illness, or death; (ii) it made false, misleading or impermissible claims; (iii) it failed to include adequate labeling and instructions for use; and/or (iv) it failed to include adequate warnings concerning possible side effects or interactions with other substances. Previously unknown adverse reactions resulting from human consumption of these e-liquids products alone or in combination with other medications or substances could also occur. In addition, the manufacture and sale of any ingested or consumable product involves a risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Our e-liquids business may in the future have to recall certain of its products due to potential contamination and quality assurance concerns. Product liability claims or regulatory actions against our e-liquids business could result in increased costs and could adversely affect its reputation and goodwill with its consumers. We cannot assure you that product liability insurance can be maintained on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could result in the Company's becoming subject to significant liabilities that are uninsured.

The risk of class-based litigation (and individual litigation) for manufacturers and distributors of e-liquids and other vaping products, and others involved in the vaping industry, is significant, particularly in the face of increasing health and marketing concerns, the potential for product recalls, or other product-related issues. The U.S. has a highly active plaintiffs’ bar. Recent years have seen several purported class action lawsuits in the U.S. against manufacturers and distributors of e-liquids and other vaping products. These circumstances create enhanced risk and exposure for the Company given the nature of its operations, the products it manufactures, distributes, and sells, and its business environment.

Risks Related to Our Capital Structure

We may be unable to continue to access short-term operating credit lines to fund local operations on terms that are acceptable or at all.

We have historically financed our ~~non-U.S.~~foreign local leaf tobacco operations with short-term operating credit lines at the local level. These operating lines are typically seasonal in nature, corresponding to the tobacco crop cycle in that location. Certain of these facilities are uncommitted in that the lenders have the right to cease making loans or demand payment of outstanding loans at any time. Moreover, as these facilities mature, local lenders may not renew them or otherwise offer replacement financing facilities. If local lenders lose confidence in us as a borrower, they may cease making loans or demand payment of outstanding loans with respect to uncommitted facilities or, with respect to committed facilities, decline to renew or extend existing facilities, or require stricter terms and conditions with respect to future facilities. We may not find these terms and conditions acceptable, or they may overly restrict our ability to conduct our businesses successfully. An inability to maintain adequate financing to fund our ~~non-U.S.~~foreign local leaf tobacco operations in any significant location could result in a significant decline in our revenues, profitability, and cash flow and may require us to exit operations in that jurisdiction.

We may not continue to have access to the capital markets to obtain long-term and short-term financing on acceptable terms and conditions.

We access the short-term capital markets and, from time to time, the long-term markets to obtain financing. Our access to, and the availability of acceptable terms and conditions of, such financing are impacted by many factors, including: (i) our credit ratings; (ii) the liquidity and volatility of the overall capital markets; and (iii) the current state of the economy, including the tobacco industry. There can be no assurances that we will continue to have access to the capital markets on terms acceptable to us.

We have substantial debt which may adversely affect us by limiting future sources of financing, interfering with our ability to pay interest, and principal on our indebtedness, and subjecting us to additional risks.

We have a significant amount of indebtedness and debt service obligations. As of March 31, ~~2024~~2025, we had approximately $~~1,017~~849.39 million in aggregate principal amount of indebtedness. Our substantial debt could have important consequences, including:

•making it more difficult for us to satisfy our obligations with respect to our senior credit obligations and our other obligations;

•requiring us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, thereby reducing the funds available for operations, working capital, capital expenditures, acquisitions, product development, and other purposes;

•limiting our ability to obtain additional financing on satisfactory terms and to otherwise fund working capital, capital expenditures, debt refinancing, acquisitions, and other general corporate requirements;

•hampering our ability to adjust to changing market conditions;

•increasing our vulnerability to general adverse economic and industry conditions;

•~~placing~~making usit atmore adifficult ~~competitive~~for ~~disadvantage~~us ~~compared~~ to satisfy our ~~competitors~~obligations ~~that~~with ~~have~~respect ~~less~~to ~~debt~~our orsenior ~~are~~credit ~~less~~obligations ~~leveraged;~~and our other obligations,

•~~limiting~~requiring ~~our~~us ~~flexibility~~to indedicate ~~planning~~a ~~for,~~substantial orportion ~~reacting~~of our cash flows from operations to, ~~changes~~payments inon our ~~business~~indebtedness, ~~and~~thereby reducing the ~~industries~~funds inavailable ~~which~~for weoperations, ~~operate;~~working capital, capital expenditures, acquisitions, product development, and other purposes,

•~~restricting~~limiting usour ~~from~~ability ~~making~~to ~~strategic~~obtain ~~acquisitions~~additional orfinancing ~~exploiting~~on ~~business~~satisfactory ~~opportunities;~~terms and to otherwise fund working capital, capital expenditures, debt refinancing, acquisitions, and other general corporate requirements,

•~~exposing~~hampering ~~us to the risk of increased interest rates as borrowings under a substantial portion of~~ our ~~debt~~ability ~~are~~to ~~subject~~adjust to ~~variable~~changing ~~interest~~market ~~rates.~~conditions,

We•increasing ~~require a significant amount of cash to service~~ our ~~indebtedness.~~vulnerability ~~Our ability~~ to ~~generate~~general ~~cash~~adverse ~~depends~~economic onand ~~many~~industry ~~factors beyond our control.~~conditions,

We•placing ~~require~~us aat ~~significant amount of cash to service our indebtedness and~~ a ~~substantial~~competitive ~~portion~~disadvantage ofcompared ~~our cash flow is required~~ to ~~fund the interest payments on~~ our ~~indebtedness.~~competitors Our ability to service our indebtedness and to fund planned capital expenditures depends on our ability to generate cash. This is subject to general economic, financial, competitive, legislative, regulatory and other factors that ~~are~~have ~~beyond~~less ~~our control. Also, a substantial portion of our~~ debt, including borrowings under our ABL credit facility, bears interest at variable rates. If market interest rates increase, variable-rate debt will create higher debt-service requirements, which would adversely affect our cash flow. We cannot assure you that our businesses will generate sufficient cash flow from operations or ~~that~~are ~~future~~less ~~borrowings will be available to us under in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs.~~leveraged,

•limiting our flexibility in planning for, or reacting to, changes in our business, and the industries in which we operate,

•restricting us from making strategic acquisitions or exploiting business opportunities, and

•exposing us to the risk of increased interest rates, as a substantial portion of our debt is subject to variable interest rates.

We require a significant amount of cash to service our indebtedness, and our ability to generate cash depends on many factors beyond our control.

We require a significant amount of cash to service our indebtedness, and a substantial portion of our cash flow is required to fund the interest payments on our indebtedness. Our ability to service our indebtedness and to fund planned capital expenditures depends on our ability to generate cash. This is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. Also, a substantial portion of our debt, including borrowings under our ABL credit facility, bears interest at variable rates. If market interest rates increase, variable-rate debt will create higher debt-service requirements, which would adversely affect our cash flow. We cannot assure you that our businesses will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs.

Despite current indebtedness levels, we may still be able to incur substantially more debt. This could exacerbate further the risks associated with our significant leverage.

We may be able to incur substantial additional indebtedness in the future to the extent permitted under our existing credit arrangements. As of March 31, ~~2024~~2025, $~~431~~650.62 million was available for borrowing under our short and long-term credit facilities, including letters of credit. If new debt is added to our current debt levels, the risks discussed above could intensify.

We may not be able to refinance or renew our indebtedness or be able to borrow under our ABL credit facility or other future credit facilities, which may have a material adverse effect on our financial condition.

We may not be able to renew or refinance our ABL credit facility or other indebtedness, including our senior secured indebtedness, on substantially similar terms, or at all, ~~including~~because ~~as a result~~ of volatility and disruption of global credit markets. We may have to pay additional fees and expenses that we might not have to pay under normal circumstances, and we may have to agree to terms that could increase the cost of our debt structure. If we are unable to renew or refinance our ABL credit facility and other senior secured indebtedness on terms ~~which~~that are ~~not~~substantially ~~materially~~similar ~~less~~to ~~favorable than~~ the terms currently available to us or obtain alternative or additional financing arrangements, we may not be able to repay the ABL credit facility, our senior secured indebtedness, or certain of our other indebtedness, which may result in a default ~~under other indebtedness~~.

Failure of foreign banks in which our subsidiaries deposit funds or the failure to transfer funds or honor withdrawals may affect our results of operations.

Funds held by our foreign subsidiaries are often deposited in their local banks. In addition, we maintain deposit accounts with numerous financial institutions around the world in amounts that exceed applicable governmental deposit insurance levels. Banks in certain foreign jurisdictions may be subject to a higher rate of failure or may not honor withdrawals of deposited funds. In addition, the countries in which these local banks operate may lack sufficient regulatory oversight or suffer from structural weaknesses in the local banking system. Due to uncertainties and risks relating to the political stability of certain foreign governments, these local banks also may be subject to exchange controls and, therefore, may be unable to perform transfers of certain currencies. If our ability to gain access to these funds was impaired, it could have a material adverse effect on our results of operations.

We may not be able to achieve our stated goals, which may adversely affect our liquidity.

We face aseveral ~~number of~~ risks, such as changes in economic conditions, ~~pandemics,~~ changes in the leaf tobacco market, changes in regulations affecting the tobacco industry, other changes in demand for our products, ~~and~~ increasing expenses., Wethe ~~may~~occurrence ~~need~~of toa ~~raise additional funds through~~ public orhealth ~~private~~crisis, ~~debt~~including ora ~~equity~~pandemic ~~financing~~ or ~~other various means to fund our business~~epidemic, ~~both~~and atincreasingly asevere ~~holding-company level~~ and ~~the~~frequent ~~local short~~weather-~~term~~related ~~credit~~events ~~lines~~and ~~that~~natural ~~fund the operating needs of our non-U~~disasters.S. ~~local~~We ~~leaf tobacco subsidiaries. Our access to necessary financing may be limited, if it is available at all. Therefore, adequate funds may not be available when needed, or on favorable terms, or at all.~~

Developments with respect to our liquidity needs and sources of liquidity could result in a deficiency in liquidity.

~~sources~~may ofneed ~~liquidity,~~to ~~including~~raise ~~impacts~~additional ~~affecting~~funds ~~our~~through ~~cash~~public ~~flows~~or ~~from~~private ~~operations~~debt, (including ~~as a result of delays with respect to~~ the ~~anticipated~~local ~~timing of shipments of leaf tobacco and the availability of capital resources and an inability to renew or refinance~~ short-term ~~operating lines of~~ credit ~~and other short-term indebtedness)~~lines, ~~may~~equity ~~result in a deficiency in liquidity. To address a potential liquidity deficiency~~financing, weor ~~may~~other ~~continue~~various tomeans ~~undertake plans~~ to ~~minimize~~fund ~~cash~~our ~~outflows~~business, ~~which~~both ~~could~~at ~~include~~a ~~exiting~~holding-company ~~operations~~level ~~that~~and doat ~~not~~our ~~generate~~foreign ~~positive~~local ~~cash~~leaf ~~flow~~tobacco subsidiaries. ItOur isaccess ~~possible~~to ~~that,~~necessary ~~depending~~financing onmay ~~the~~be ~~occurrence~~limited, ofif ~~events~~it ~~affecting~~is ~~our~~available ~~liquidity~~at ~~needs~~all. ~~and sources of liquidity~~Therefore, ~~such~~adequate ~~plans~~funds may not be ~~sufficient~~available towhen ~~adequately~~needed, or ~~timely~~on ~~address~~favorable aterms, ~~liquidity~~or ~~deficiency~~at all.

Developments with respect to our liquidity needs and sources of liquidity could result in a deficiency in liquidity.

Our liquidity requirements are affected by various factors from our core tobacco leaf business, including crop seasonality, foreign currency and interest rates, green tobacco prices, customer mix and shipping requirements, crop size, and quality. Our leaf tobacco business is seasonal. Purchasing, processing, and selling activities have several associated peaks where cash on-hand and outstanding indebtedness may vary significantly during the fiscal year. We anticipate periods in the next twelve months during which our liquidity needs will approach the levels of our anticipated available cash and permitted borrowings under our credit facilities. Developments affecting our liquidity needs, including with respect to the foregoing factors, and sources of liquidity, including impacts affecting our cash flows from operations (including as a result of delays with respect to the anticipated timing of shipments of leaf tobacco and the availability of capital resources and an inability to renew or refinance short-term operating lines of credit and other short-term indebtedness), may result in a deficiency in liquidity. To address a potential liquidity deficiency, we may continue to undertake plans to minimize cash outflows, which could include exiting operations that do not generate positive cash flow. It is possible that, depending on the occurrence of events affecting our liquidity needs and sources of liquidity, such plans may not be sufficient to adequately or timely address a liquidity deficiency.

Derivative transactions may expose us to potential losses and counterparty risk.

We may, from time to time, enter ~~into~~ certain derivative transactions, including interest rate swaps and foreign exchange contracts. Changes in the fair value of these derivative financial instruments that are not accounted for as cash flow hedges are reported as income, and ~~accordingly~~ could materially affect our reported income in any period. In addition, the counterparties to these derivative transactions may be financial institutions or affiliates of financial institutions, and we would be subject to risks that these counterparties default under these transactions. In some of these transactions, our exposure to counterparty credit risk may not be secured by any collateral. Global economic conditions over the last few years have resulted in the actual or perceived failure or financial difficulties of many financial institutions, including bankruptcy. If one or more of the counterparties to one or more of our derivative transactions not secured by collateral becomes subject to insolvency proceedings, we would become an unsecured creditor in those proceedings with a claim equal to our exposure at the time under those transactions. We cannot assure you of the financial stability or viability of our counterparties.

Risks Related to the Ownership of Our Common Stock

Certain shareholders have the ability to exercise controlling influence on various corporate matters.

Two shareholders and their respective affiliates, Glendon Capital Management LP (together with its affiliates, the "Glendon Investor") and Monarch Alternative Capital LP (together with its affiliates, the "Monarch Investor;" the Glendon Investor and the Monarch Investor are together referred to as the "Significant Shareholders") beneficially own in the aggregate approximately 5659% of our issued and outstanding common stock and, therefore, have significant control on the outcome of matters submitted to a vote of shareholders, including, but not limited to, electing directors and approving corporate transactions. Pursuant to the terms of a Shareholders Agreement dated as of August 24, 2020, as amended, among the Company and certain shareholders, including the Significant Shareholders, each of the Glendon Investor and the Monarch Investor has the right (depending on its continued ownership of a specified percentage of the outstanding shares of our common stock) to nominate up to two individuals for election as directors, and each of them and the other shareholders that are parties to the Shareholders Agreement have agreed to take the necessary action to elect such nominees as directors. Under our articles of incorporation, the affirmative vote of each of the Glendon Investor and the Monarch Investor, so long as it continues to maintain an Investor Percentage Interest (as defined in the Shareholders Agreement) of at least five percent, is required for the approval of any amendment to the articles of incorporation. It is our understanding that each of the Glendon Investor and the Monarch Investor hold a significant amount of our senior secured indebtedness. Circumstances may occur inwhere ~~which~~ the interests of the Significant Shareholders could ~~be in~~ conflict with the interests of other shareholders, and the Significant Shareholders could have substantial influence to cause us to take actions that align with their interests. Should conflicts arise, we can provide no assurance that the Significant Shareholders would act in the best interests of other shareholders or that any conflicts of interest would be resolved in a manner favorable to our other shareholders.

The price of our common stock may be negatively impacted by factors that are unrelated to our operations.

Although our common stock is currently listed for quotation on the OTC Markets, we understand that no securities brokerage firm is making a market in the Company’s common stock. Trading through the OTC Markets is frequently thin and may be highly volatile. There is no assurance that a sufficient market will continue in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of the ~~markets~~industry inand ~~which~~regions where our businesses operate, ~~quarterly~~the operating results of our customers and competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets ~~or other developments affecting our competitors or us. In addition~~, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

or other developments affecting us and our customers and competitors. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has significantly affected the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same influence on our common stock.

Risks Related to the Tobacco Industry

Reductions in demand for consumer tobacco products could adversely affect our results of operations.

The tobacco industry continues to face aseveral ~~number of~~ issues that may reduce the consumption of cigarettes and adversely affect our business, sales volume, results of operations, cash flows, and financial condition.

These issues, some of which are more fully discussed below, include:

14•governmental actions seeking to ascribe to tobacco product manufacturers liability for adverse health effects associated with smoking and exposure to environmental tobacco smoke,

•~~governmental~~smoking ~~actions~~and ~~seeking~~health tolitigation ~~ascribe~~against to tobacco product manufacturers ~~liability for adverse health effects associated with smoking and exposure to environmental tobacco smoke;~~,

•~~smoking~~increased ~~and~~consumer ~~health~~acceptance ~~litigation~~of ~~against~~electronic ~~tobacco~~cigarettes ~~product~~and ~~manufacturers;~~other smoke-free products,

•~~increased~~tax ~~consumer~~increases ~~acceptance~~on ofconsumer ~~electronic~~tobacco ~~cigarettes and other smoke-free~~ products;,

•~~tax~~current ~~increases~~and onpotential ~~consumer~~actions by state attorneys general to enforce the terms of the Master Settlement Agreement between state governments in the U.S. and tobacco ~~products;~~product manufacturers,

•~~potential prohibition on~~ the ~~sale~~proliferation of ~~menthol~~investment ~~cigarettes~~policies inand ~~the~~practices ~~United~~that ~~States~~restrict orinvestments ~~other~~in ~~jurisdictions;~~tobacco-related companies,

•~~current~~actual and ~~potential~~proposed ~~actions~~price bycontrols ~~state~~and ~~attorneys~~restrictions ~~general~~on toimports ~~enforce~~in ~~the~~certain ~~terms~~jurisdictions ofoutside the ~~Master Settlement Agreement~~U.S., ~~or MSA, between state governments in the United States and tobacco product manufacturers;~~

•~~governmental~~restrictions ~~and~~on ~~private~~tobacco ~~banks~~product ~~and~~manufacturing, ~~restrictions~~marketing, onadvertising, ~~smoking;~~and sales,

•~~actual~~the ~~and~~diminishing ~~proposed~~social ~~price~~acceptance ~~controls~~of ~~and restrictions on imports in certain jurisdictions outside the United States;~~smoking,

•~~restrictions~~tariffs onand ~~tobacco~~other ~~product~~trade ~~manufacturing,~~restrictions ~~marketing,~~on ~~advertising~~agricultural ~~and~~products, ~~sales;~~including tobacco,

•~~the~~potential ~~diminishing~~prohibition ~~social~~on ~~acceptance~~the sale of ~~smoking;~~menthol cigarettes,

•increased pressure from anti-smoking groups;,

•other tobacco product legislation that may be considered by the U.S. Congress, ~~the~~ states, municipalities, and other countries;, and

•the impact of consolidation among multinational cigarette manufacturers.

Legislation, regulatory, and other governmental initiatives could impose burdensome restrictions on the tobacco industry and reduce consumption of consumer tobacco products and demand for our services.

The Tobacco Control Act ("TCA"), which amended the Food, Drug, and Cosmetic Act, ~~extends~~extended the authority of the Food and Drug Administration ("FDA") to regulate tobacco products. ~~This~~and ~~act~~authorized ~~authorizes~~ the FDA to adopt product standards for tobacco products, including the level of nicotine yield and the reduction or elimination of other constituents of the products, along with provisions for the testing of products against these standards. The ~~act~~TCA: ~~imposes~~(i) ~~further~~enhanced restrictions on the advertising of tobacco products,; ~~authorizes~~(ii) authorized the FDA to limit the sales of tobacco products to face-to-face transactions permitting the verification of the age of the purchaser,; ~~authorizes~~(iii) authorized a study to determine whether the minimum age for the purchase of tobacco products should be increased; and (iv) requires submission of reports from manufacturers of tobacco products to the FDA regarding product ingredients and other matters, including reports on health, toxicological, behavioral, or physiologic effects of tobacco products and their constituents. ~~The~~For ~~act~~packaging, the TCA also mandates warning labels and requires ~~packaging~~manufacturers to indicate the percentage of domestically ~~grown tobacco~~ and foreign -grown tobacco ~~included~~ in the product~~, although the FDA issued guidance to the industry announcing its intent to enforce the latter requirements until further notice~~. The FDA has adopted regulations under the ~~act~~TCA establishing requirements for the sale, distribution, and marketing of cigarettes, as well as package warnings and advertising limitations.

The ~~act~~TCA ~~directs~~also directed the FDA to promulgate regulations requiring that the methods used in, and the facilities and controls used for, the manufacture, preproduction design validation, packing, and storage of a tobacco product conform to current good manufacturing ~~practice~~practices. ~~Regulations~~Except for our U.S. cut rag processing facility, regulations under the ~~act~~TCA do not apply to tobacco leaf that is not in the possession of a manufacturer of tobacco consumer products, or to the producers of tobacco leaf, including tobacco suppliers, tobacco warehouses, and tobacco supplier cooperatives unless those entities are controlled by a tobacco product manufacturer~~, but do apply to our U~~.~~S. cut rag processing facility with respect to covered tobacco products.~~

OnReports ~~April~~with ~~28,~~respect ~~2022,~~to the ~~FDA~~harmful ~~announced~~physical ~~its~~effects ~~proposals~~of tocigarette ~~adopt~~smoking ~~regulations~~have tobeen ~~prohibit~~publicized ~~the~~for ~~manufacture,~~many ~~distribution~~years, and the sale, inpromotion, ~~the~~and ~~United~~use ~~States~~ of cigarettes ~~having~~continue ~~menthol~~to asbe asubject ~~characterizing~~to ~~flavor~~increasing ~~and~~governmental ~~all~~regulation. ~~cigars~~Since ~~having~~1964, athe ~~characterizing~~Surgeon ~~flavor~~General ~~other~~of ~~than~~the ~~tobacco~~U.S. ~~According~~and to the ~~FDA’s~~Secretary ~~proposed~~of ~~rulemaking,~~Health ~~sales~~and ofHuman ~~menthol-flavored~~Services ~~cigarettes~~have ~~accounted~~released ~~for~~several ~~34-36%~~reports oflinking ~~total~~ cigarette ~~sales~~smoking inwith ~~the~~a ~~U.S.~~broad inrange ~~2020.~~of ~~While~~health wehazards, ~~are~~including ~~unable~~various totypes ~~precisely~~of ~~estimate~~cancer, ~~the~~coronary ~~portion~~heart ofdisease, ~~our~~and ~~sales~~chronic oflung ~~leaf~~disease, ~~tobacco~~and inrecommending ~~the~~various ~~U.S.~~governmental ~~that~~measures isto ~~used~~reduce in the ~~manufacture~~incidence of ~~menthol-flavored~~smoking. ~~cigarettes,~~More werecent ~~believe~~reports afocus ~~significant~~on ~~portion~~the ofaddictive ~~our~~nature ~~U.S.~~of ~~leaf~~cigarettes, ~~tobacco~~the ~~sales~~effects ~~are~~of ~~used~~smoking ~~for such purpose. In addition~~cessation, athe ~~significant~~decrease ~~portion~~in ofsmoking in the ~~tobacco from our~~ U.S., ~~cut~~the ~~rag~~economic ~~processing~~and ~~facility~~regulatory isaspects ~~used~~of smoking in the ~~manufacture~~Western ofHemisphere, ~~flavored~~and ~~cigars.~~cigarette ~~The~~smoking ~~FDA’s~~by ~~proposed~~adolescents, ~~regulations~~particularly ~~are~~the ~~subject~~addictive tonature ~~public~~of ~~comment~~cigarette ~~and~~smoking ~~may~~in ~~not~~adolescence. beNumerous ~~adopted~~state ~~exactly~~and asmunicipal ~~proposed.~~governments Ifhave ~~the~~taken, ~~proposed~~and ~~regulations~~others ~~are~~may ~~adopted~~take, ~~the~~actions ~~extent~~to ofdiminish ~~any~~the ~~reduction~~social inacceptance ~~consumer~~of ~~demand~~smoking ~~for~~of tobacco products, isincluding ~~uncertain,~~banning ~~though~~smoking ~~such~~in ~~reduction~~certain ~~could~~public beand ~~significant~~private locations.

The full impact of the act, including regulations adopted thereunder, the recently proposed regulations, and any further regulatory action to implement the act, is uncertain. However, if the effect of the act and FDA regulations under the act is a significant reduction in consumption of tobacco products, it could materially adversely affect our business, volume, results of operations, cash flows, and financial condition.

Reports with respect to the harmful physical effects of cigarette smoking have been publicized for many years, and the sale, promotion, and use of cigarettes continue to be subject to increasing governmental regulation. Since 1964, the Surgeon General of the U.S. and the Secretary of Health and Human Services have released a number of reports linking cigarette smoking with a broad range of health hazards, including various types of cancer, coronary heart disease, and chronic lung disease, and recommending various governmental measures to reduce the incidence of smoking. More recent reports focus upon the addictive nature of cigarettes, the effects of smoking cessation, the decrease in smoking in the U.S., the economic and regulatory aspects of smoking in the Western Hemisphere, and cigarette smoking by adolescents, particularly the addictive

~~nature~~Several ofcountries have also taken steps to restrict or prohibit cigarette advertising and promotion, to increase taxes on cigarettes to discourage cigarette smoking and to ban flavored tobacco products. In some cases, such restrictions are more onerous than those in ~~adolescence~~the U.S. ~~Numerous~~For ~~state~~example, advertising and ~~municipal~~promotion ~~governments~~of ~~have~~cigarettes ~~taken~~has been banned or severely restricted in Australia, Canada, Finland, France, Italy, Singapore and ~~others~~other ~~may~~countries ~~take~~and menthol and other flavored cigarettes are banned in the European Union and the United Kingdom. Further, in February 2005, the World Health Organization ("WHO") treaty, the Framework Convention for Tobacco Control ("FCTC"), entered into force. This treaty, which the WHO reported was signed or otherwise ratified by 181 nations, requires party nations to enact legislation that would require, among other things, specific actions to ~~diminish~~prevent youth smoking; restrict or prohibit tobacco product marketing; inform the ~~social~~public ~~acceptance~~about the health consequences of smoking and the benefits of quitting; regulate the content of tobacco products,; impose new package warning requirements including ~~banning~~the use of pictorial or graphic images; eliminate cigarette smuggling and counterfeit cigarettes; restrict smoking in ~~certain~~ public places; increase and ~~private~~harmonize ~~locations~~cigarette excise taxes; abolish duty-free tobacco sales; and permit and encourage litigation against tobacco product manufacturers.

ADue ~~number of foreign nations also have taken steps~~ to ~~restrict~~the orpresent ~~prohibit~~regulatory ~~cigarette~~and ~~advertising~~legislative ~~and~~environment ~~promotion~~globally, toa ~~increase~~substantial ~~taxes~~risk onexists ~~cigarettes~~that ~~to discourage cigarette smoking and to ban flavored~~ tobacco ~~products.~~product Insales ~~some~~may ~~cases, such restrictions are more onerous than those in the U~~decline.S. ~~For~~A ~~example,~~significant ~~advertising~~decrease ~~and promotion of cigarettes has been banned or severely restricted for a number of years~~ in ~~Australia,~~worldwide ~~Canada,~~tobacco ~~Finland,~~consumption ~~France,~~brought ~~Italy,~~about Singapore and other countries and menthol and other flavored cigarettes are banned in the European Union and the United Kingdom. Further, in February 2005, the World Health Organization ("WHO") treaty, the Framework Convention for Tobacco Control ("FCTC"), entered into force. This treaty, which the WHO reports has been signed or otherwise ratified by ~~181~~existing ~~nations, requires party nations to enact legislation that would require, among other things, specific actions to prevent youth smoking; restrict~~ or ~~prohibit~~future ~~tobacco~~governmental ~~product~~laws ~~marketing; inform the public about the health consequences of smoking~~ and ~~the~~regulations ~~benefits~~would ofreduce ~~quitting;~~demand ~~regulate~~for ~~the content of~~ tobacco products; ~~impose new package warning requirements including the use of pictorial or graphic images; eliminate cigarette smuggling~~ and ~~counterfeit~~services ~~cigarettes; restrict smoking in public places; increase~~ and ~~harmonize~~could ~~cigarette~~have ~~excise~~a ~~taxes;~~material ~~abolish~~adverse ~~duty-free~~effect ~~tobacco~~on ~~sales;~~our ~~and~~results ~~permit~~of ~~and encourage litigation against tobacco product manufacturers~~operations.

~~Due~~The toimpact ~~the~~of ~~present~~potential ~~regulatory~~regulations ~~and~~to ~~legislative~~prohibit ~~environment,~~the asale ~~substantial~~of ~~risk~~cigarettes ~~exists~~in ~~that~~the ~~tobacco product sales may decline~~U.S., Aother ~~significant~~than ~~decrease~~low-nicotine incigarettes, ~~worldwide~~if ~~tobacco~~they ~~consumption~~are ~~brought~~adopted ~~about by existing or future governmental laws~~ and ~~regulations~~become ~~would~~effective, ~~reduce~~is ~~demand~~uncertain, ~~for~~but ~~tobacco~~they ~~products and services and~~ could ~~have~~materially aadversely ~~material~~affect ~~adverse effect on~~ our business, results of operations, and financial condition.

~~The~~On ~~impact~~January of15, ~~potential~~2025, ~~regulations~~the toFDA ~~prohibit~~published a proposed rule that would limit the ~~sale~~nicotine level at 0.7 milligrams per gram of ~~cigarettes~~tobacco in ~~the~~cigarettes ~~United~~and ~~States~~certain other combusted tobacco products, which is significantly lower than ~~low-nicotine~~the average concentration in these products on the market today. The FDA’s proposal would apply to cigarettes, ifcigarette ~~they~~tobacco, ~~are~~roll-your-own ~~adopted~~tobacco, ~~and~~most ~~become~~cigars ~~effective~~(including little cigars, iscigarillos, ~~uncertain~~and most large cigars), ~~but~~and ~~they~~pipe ~~could~~tobacco. ~~materially~~The ~~adversely~~FDA's ~~affect~~proposal ~~our~~does ~~business~~not include e-cigarettes, ~~results~~nicotine pouches, noncombusted cigarettes (such as heated tobacco products that meet the definition of ~~operations~~a cigarette), ~~and~~waterpipe ~~financial~~tobacco ~~condition~~(hookah), smokeless tobacco products, or premium cigars.

The FDA recently announced its plan to publish a proposed rule that would prohibit the sale of cigarettes in the U.S. other than cigarettes having significantly reduced levels of nicotine. The definitive provisions of such a proposed rule have not yet been announced and any rule proposal is subject to public comment prior to being adopted by the FDA. Accordingly, the terms of any such final rule ~~are uncertain~~ and ~~the~~potential date of their effectiveness ofare ~~such a rule is also~~ uncertain. While the FDA announced that reducing the nicotine levels of cigarettes would reduce consumption of cigarettes by future generations and facilitate current smokers to stop consuming cigarettes, it is uncertain whether ~~such~~their ~~potential regulations~~proposal, if ~~they~~it ~~are~~is adopted and ~~become~~becomes effective, will have such effect. While the impact of ~~such~~the ~~potential~~FDA's ~~regulations~~proposal on the Company is also uncertain, ~~such~~ regulations consistent with those set forth in the proposed rule, if they are adopted and become effective, could materially adversely affect our business, volume, results of operations, cash flows, and financial condition.

Government actions can have a significant effect on the sourcing of tobacco. If some of the current efforts are successful, we could have difficulty obtaining sufficient tobacco to meet our customers’ requirements, which could have an adverse effect on our performance and results of operations.

A variety of government actions in certain jurisdictions can have a significant effect on the sourcing and production of leaf tobacco. If some of the current proposed efforts are successful, we could have increased barriers to meeting our customers’ requirements, which could have an adverse effect on our performance and results of operations.

The WHO, through the FCTC, has specifically issued policy options and recommendations to promote crop diversification initiatives and alternatives to growing leaf tobacco in countries whose economies depend upon tobacco production. If certain countries were to follow these policy recommendations and seek to eliminate or significantly reduce leaf tobacco production, we could encounter difficulty in sourcing leaf tobacco from these regions to fill customer requirements, which could have an adverse effect on our results of operations.

Certain recommendations by the WHO, through the FCTC, may also cause shifts in customer usage of certain styles of tobacco. In countries such as Canada and Brazil and in the European Union, efforts have been taken to eliminate certain ingredients from the manufacturing process for tobacco products. The FCTC and national governments have also discussed formulating a strategy to place limitations on the level of nicotine allowed in tobacco and tobacco smoke. Such decisions could cause a change in requirements for certain styles of tobacco in particular countries. Shifts in customer demand from one type of tobacco to another could create sourcing challenges as requirements move from one origin to another.

Regulations impacting our customers that change the requirements for leaf tobacco or restrict their ability to sell their products would inherently impact our business. We have implemented a proprietary "track and trace" system that gathers data on leaf product beginning at the farm level to assist our customers’ collection of raw material information to support leaf traceability and customer testing requirements. Additionally, given our global presence, we also have the ability to source different types and styles of tobacco for our customers should their needs change due to regulation. Despite our capabilities, the extent to which governmental actions will affect our business, financial condition, results of operations, and demand for our products and services will depend on future developments, which are highly uncertain and cannot be predicted.

which governmental actions will affect our business, financial condition, results of operations, and demand for our products and services will depend on future developments, which are highly uncertain and cannot be predicted.

In addition, continued government and public emphasis on environmental issues, including climate change, conservation, and natural resource management, could result in new or more stringent forms of regulatory oversight of industry activities, which may lead to increased levels of expenditures for environmental controls, land use restrictions affecting us or our suppliers, and other conditions that could have a material adverse effect on our business, financial condition, and results of operations. For example, certain aspects of our business generate carbon emissions. Regulatory restrictions on greenhouse gas emissions have been proposed in certain countries in which we operate. These may include limitations on such emissions, taxes or emission allowance fees on such emissions, various restrictions on industrial operations, and other measures that could affect land-use decisions, the cost of agricultural production, and the cost and means of processing and transporting our products. These actions could adversely affect our business, financial condition, and results of operations.

WeCertain of our predecessor companies have been subject to governmental investigations into, and litigation concerning, leaf tobacco industry buying and other payment practices.

The leaf tobacco industry, from time to time, has been the subject of government investigations regarding trade practices. For example, wecertain of our predecessor companies were the subject of an investigation by the Antitrust Division of the U.S. Department of Justice into certain buying practices alleged to have occurred in the industry, we were named defendants in an antitrust class action litigation alleging a conspiracy to rig bids in the tobacco auction markets, and we were the subject of an administrative investigation into certain tobacco buying and selling practices alleged to have occurred within the leaf tobacco industry in some countries within the European Union, including Italy, Greece, Spain, and potentially other countries.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

The Company recognizes the importance of maintaining cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. Our information security framework leverages information and guidance from external sources and is managed by an internal team, led by the Cybersecurity Manager. This team provides updates on the overall effectiveness of the cybersecurity framework, including information on cyber threats and incidents, to the Information Services leadership team consisting of the Executive Vice President ("EVP") -– Global Business & Information Services, Vice President ("VP") ~~Information~~– ~~Services,~~Global ~~and~~Business ~~Senior~~Systems, ~~Director~~VP of– Global Information Technology Operations and Governance, and Senior Director – Data Insights and Innovation. We ~~take~~utilize a multi-layered, risk-based approach to our security controls to prevent, detect, and respond to cybersecurity threats. Our capabilities, processes, and security measures include, and are not limited to:

•reactive endpoint protection to detect and prevent virus and malware threats;,

•network perimeter firewalls, including malware prevention;,

•e-mail scanning to prevent spam and phishing campaigns;,

•vulnerability scanning and remediation of vulnerabilities based on priority;,

•logical access controls, including multi-factor authentication;,

•incident response procedures;, and

•disaster recovery protocols.

The Company educates its workforce as part of our security awareness program to understand the risks and potential impacts cybersecurity threats pose to our business, and ways employees can remain vigilant to prevent cybersecurity incidents from occurring. The program includes annual employee acknowledgement of security related policies, ongoing communication about prevalent vulnerabilities, security awareness training, and simulated phishing campaigns.

We maintain strategic partnerships with third-party service providers to enhance our security measures and improve resilience against cybersecurity threats. Annual penetration tests are conducted by a third party to evaluate existing security measures and identify improvements. Additionally, the Company engages a managed detection and response service to monitor our ~~information~~end ~~systems environment~~points, identify suspicious activity, and perform actions to prevent or stop attacks.

The Company maintains a cybersecurity insurance policy that provides coverage for potential losses arising from a cybersecurity incident. Although we maintain cybersecurity insurance, there can be no guarantee that our policy will cover all losses or all types of claims that may arise from such incidents.

Governance

Our processes for assessing, identifying, and managing material risks from cybersecurity are included in our Enterprise Risk Management ("ERM") program. Oversight of the Company's ERM program resides with the Audit Committee and our Board of Directors. The Audit Committee regularly reviews the results from the Company's ERM program with management. The

Company's Board of Directors receive updates from the EVP – Global Business & Information Services regarding cybersecurity framework developments and information that may impact the Company’s cybersecurity posture.Governance

~~The~~Our ~~Company’s~~processes ~~EVP~~for –assessing, ~~Global~~identifying, ~~Business~~and &managing ~~Information~~material ~~Services~~risks ~~reports~~from tocybersecurity ~~the~~are ~~Chief~~included ~~Executive~~in ~~Officer~~our ~~and~~Enterprise ~~has~~Risk 35Management ~~years~~("ERM") program. Oversight of ~~experience~~the ~~leading~~Company's ~~information~~ERM ~~technology~~program ~~functions,~~resides ~~which~~with ~~includes~~the ~~information~~Audit ~~security~~Committee and ~~incident~~our ~~management~~Board ~~prevention~~of ~~and response~~Directors. ~~Under~~The Audit Committee regularly reviews the ~~direction~~results offrom the ~~EVP~~Company's –ERM ~~Global~~program ~~Business~~with &management. ~~Information~~The ~~Services~~Board ~~and~~of ~~the~~Directors ~~Chief~~receives ~~Executive~~updates ~~Officer,~~from the ~~internal~~EVP ~~team~~– ~~within~~Global ~~the~~Business ~~Company's~~& Information Services ~~department~~regarding ~~analyzes~~ cybersecurity ~~risks,~~framework ~~considers~~developments ~~industry trends,~~ and ~~implements~~information ~~controls,~~that asmay ~~appropriate,~~impact tothe ~~mitigate~~Company’s ~~these~~cybersecurity ~~risks~~posture.

The Company’s EVP – Global Business & Information Services reports to the Chief Executive Officer and has 36 years of experience leading information technology functions, which includes information security and incident management prevention and response. Under the direction of the EVP – Global Business & Information Services and the Chief Executive Officer, an internal team within the Company's Information Services department analyzes cybersecurity risks, considers industry trends, and implements controls, as appropriate, to mitigate these risks.

Impact of Cybersecurity Risks and Threats

As of the date of this Annual Report on Form 10-K, we are not aware of cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, there can be no assurance that a material cybersecurity incident will not occur in the future. Additional information on cybersecurity risks ~~are~~is discussed in "Item 1A. Risk Factors," which should be read in conjunction with the foregoing information.

Item 2. Properties

Our corporate headquarters are leased and ~~are~~ located in Morrisville, North Carolina. We operate our leaf tobacco processing facilities for seven to nine months per year corresponding with the applicable harvesting seasons. We continually compare our production capacity and organization with the transitions occurring in global sourcing of tobacco. We believe our domestic production facilities and certain foreign production facilities have the capacity to process additional volumes of tobacco if required by customer demand. The following is a listing of the principal physical properties owned or leased that are material to our leaf operations as of March 31, ~~2024~~2025:

Location

Use

Owned or Leased

North America

Wilson, North Carolina, USA

Factory / Storage

Owned

Farmville, North Carolina, USA

Storage

Owned

South America

Venancio Aires, Brazil

Factory / Storage

Owned

Ararangua, Brazil

Factory / Storage

Owned

El Carril, Argentina

Storage

Owned

Europe

Kavadarci, North Macedonia

Factory / Storage

Leased

Aqaba, Jordan

Factory / Storage

Leased

Africa

Lilongwe, Malawi

Factory / Storage

Owned

Morogoro, Tanzania

Factory / Storage

Owned

Harare, Zimbabwe

Factory / Storage

Owned

Asia

Ngoro, Indonesia

Factory / Storage

Owned

Item 3. Legal Proceedings

Refer to "Note 2321. Contingencies and Other Information" to the "Notes to Consolidated Financial Statements" for additional information with respect to legal proceedings, which is incorporated by reference herein.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

18Pyxus’ common stock is currently traded on the OTC Pink Current Marketplace maintained by the OTC Markets Group, Inc., under the symbol "PYYX". On July 1, 2025, the OTC Pink Current Marketplace will be eliminated by the OTC Markets Group, Inc., and PYYX will transfer to the OTCID Basic Market. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. As of March 31, 2025, the outstanding shares of our common stock were held by one shareholder of record and there were approximately 700 beneficial holders of our common stock.

~~Pyxus’~~Issuer ~~common~~Purchase stock is traded on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc., under the symbol "PYYX". Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. As of ~~March 31,~~Equity ~~2024, the outstanding shares of our common stock were held by one shareholder of record and there were approximately 800 beneficial holders of our common stock.~~ Securities

The ~~declaration~~Company ofdid ~~future~~not ~~dividends~~repurchase onany ~~shares~~ of ~~common~~its ~~stock~~equity ofsecurities ~~Pyxus~~during ~~is at~~ the ~~discretion~~three ofmonths ~~our~~ended ~~Board of Directors and subject to our results of operations~~March 31, ~~financial condition, cash requirements, and other factors, as well as restrictions under applicable law, and our debt agreements~~2025. ~~Refer to "Note 17. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information.~~

On August 15, 2024, the Board of Directors authorized a program to repurchase up to $10,000,000 plus fees and expenses of our common stock in the open market or through privately negotiated transactions, subject to limitations under the Company's debt agreements (which currently limit the aggregate amount that may be applied to repurchase shares of common stock to $1,000,000). The repurchase by the Company, on August 21, 2024, of shares of its common stock for approximately $1,000,000, inclusive of brokerage fees, was applied to this limit. This program expires on August 15, 2027. If current restrictions under applicable debt agreements are modified to permit further repurchases of common stock by the Company, the number, price, structure and timing of any further share repurchases will be at the Company's sole discretion, and any such future repurchases of our common stock are dependent on market conditions, liquidity needs, and certain restrictions under our debt arrangements, among other factors.

No cash dividends on shares of common stock of Pyxus were paid to shareholders during the fiscal year ended March 31, 2025. The declaration and payment of such dividends is at the discretion of our Board of Directors and subject to our results of operations, financial condition, cash requirements, and other factors, as well as restrictions under applicable law, and our debt agreements.

Item 6. [Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Readers are cautioned that the statements contained in this report regarding expectations of our performance or other matters that may affect our business, results of operations, or financial condition are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements, which are based on current expectations of future events, may be identified by the use of words such as "strategy," "expects," "continues," "plans," "anticipates," "believes," "will," "estimates," "intends," "projects," "goals," "targets," and other words of similar meaning. These statements also may be identified by the fact that they do not relate strictly to historical or current facts. If underlying assumptions prove inaccurate, or if known or unknown risks or uncertainties materialize, actual results could vary materially from those anticipated, estimated, or projected. Some of these risks and uncertainties include the risks, uncertainties, and other factors set forth in this Annual Report, including in "Item 1A. Risk Factors" and in our other filings with the Securities and Exchange Commission. Any forward-looking statement is qualified by reference to these cautionary statements. It is not possible to predict or identify all risks and uncertainties relevant to these forward-looking statements. Consequently, the risks and uncertainties identified in this Annual Report should not be considered a complete discussion of all potential risks or uncertainties. We do not undertake to update any forward-looking statement that we may make from time to time except as may be required by law.

Non-GAAP Financial Measure

Our financial statements are prepared in accordance with accounting principles generally accepted in the ~~United~~U.S. ~~States of America~~ ("U.S. GAAP"). However, we use net debt, a non-GAAP financial measure, to evaluate our financial condition. We believe that the presentation of this non-GAAP financial measure, when viewed as a supplement to our indebtedness reflected on our balance sheets prepared in accordance with U.S. GAAP, provides useful information to investors in evaluating our indebtedness. In addition, this non-GAAP measure addresses questions we routinely receive from analysts and investors and, ~~in order~~ to ensure that investors have access to similar data, we make this data available to the public. This non-GAAP measure should not be considered as an alternative to total debt or any other measure derived in accordance with U.S. GAAP. This non-GAAP measure has important limitations as an analytical tool and should not be considered in isolation or as a substitute for financial measures presented in accordance with U.S. GAAP. The presentation of our non-GAAP financial measures may change from time to time, including asfrom ~~a result of~~ changed business conditions, new accounting rules, or otherwise. Further, our use of "net debt" may vary from the use of ~~similarly-titled measures by other companies due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.~~

similarly titled measures by other companies due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

Executive Summary

~~The~~Sales ~~Company grew sales~~ and other operating revenues increased by 22.1% to $2,481.3 million for the year ended March 31, ~~2024~~2025 byfrom ~~6.1% to~~ $2,032.5 million ~~from $1,914.9 million~~ for the year ended March 31, ~~2023~~2024. This growth was ~~fueled~~driven by ana 18.0% increase in average ~~pricing~~price ofper 10kilo, which was influenced by short crops in certain markets, affecting overall industry supply, and by inflation on tobacco prices.5% Additionally, ~~despite~~kilo avolume 4increased by 3.4% ~~reduction~~due to growth in ~~kilo~~Africa ~~volumes~~and ~~sold~~Asia ~~when~~and ~~compared~~accelerated toshipments ~~fiscal~~from ~~2023~~Africa and North America. ~~Gross~~These ~~margin~~increases aswere apartially ~~percent~~offset ofby ~~sales~~lower involume ~~fiscal~~from ~~year~~South ~~2024~~America ~~improved~~compared to ~~15.4%~~the ~~compared~~prior-year period due to ~~13.6%~~the inimpact ~~fiscal~~of ~~year~~El ~~2023~~Niño on crop sizes.

~~The~~Gross ~~results~~profit ~~obtained~~for in fiscal ~~year~~2025 ~~2024~~increased ~~enabled the Company~~ to ~~eliminate~~$343.0 ~~certain~~million ofcompared ~~its~~to ~~long-term~~$312.3 ~~debt,~~million ~~which~~in ~~included~~ the ~~purchase~~prior offiscal ~~$77~~year.9 ~~million~~This ~~aggregate~~growth ~~principal~~was ~~amount~~primarily ofdue ~~the~~to ~~2027~~a ~~Notes for $60~~3.04% ~~million~~increase in ~~March~~kilo ~~2024,~~volume and ~~the~~a ~~purchase of $10~~7.37% ~~million~~increase ~~aggregate~~in ~~principal~~average ~~amount~~gross ofprofit ~~the~~per ~~Pyxus~~kilo ~~Term~~driven ~~Loans~~by ~~for~~favorable ~~$9.1~~customer ~~million~~and inproduct ~~May 2024~~mix.

Undersupply conditions in the market continue, which is reflected in our low uncommitted inventory of $7.6 million as of March 31, 2025. Our total processed tobacco inventory level at fiscal year end was $490.4 million, down from $585.3 million a year ago. Despite the pressures to fund purchasing more expensive green tobacco in the year ended March 31, 2025, we continued to reduce our senior debt. During the 2025 fiscal year, we repaid or repurchased an aggregate of $64.9 million in aggregate principal amount of senior notes and term loans, which followed our repurchase in March 2024 of an aggregate of $77.9 million of senior notes.

Overview

Pyxus is a global agricultural company with businesses having more than 150 years of experience delivering value-added products and services to businesses and customers. The Company is a trusted provider of responsibly sourced, independently verified, sustainable, and traceable products and ingredients. The Company has one reportable segment for financial reporting purposes: Leaf. An All Other category is included for purposes of reconciliation of the results of the Leaf reportable segment to the consolidated results. See "Note 1. Basis of Presentation and Summary of Significant Accounting Policies" to the "Notes to the Consolidated Financial Statements" for additional information.

Results of Operations

Years Ended March 31, 2024 and 2023

	Years Ended March 31,
Consolidated*							Change
(in millions, except per kilo amounts)	2024			2023			$	%
Sales and other operating revenues	$	2,032.5		$	1,914.9		117.6	6.1
Cost of goods and services sold	1,720.2			1,653.9			66.3	4.0
Gross profit	312.3			261.0			51.3	19.7
Gross profit as a percent of sales	15.4		%	13.6		%
Selling, general, and administrative expenses	$	160.9		$	151.5		9.4	6.2
Other expense, net	9.4			11.0			(1.6)	(14.5)
Restructuring and asset impairment charges	4.8			4.7			0.1	2.1
Operating income	137.2			93.8			43.4	46.3
Loss on deconsolidation/disposition of subsidiaries	—			0.6			(0.6)	**
Loss on pension settlement	12.0			2.6			9.4	**
(Gain) loss on debt retirement	(15.9)			—			(15.9)	**
Interest expense, net	125.6			113.2			12.4	11.0
Income tax expense	27.3			34.1			(6.8)	(19.9)
Income from unconsolidated affiliates, net	15.0			18.5			(3.5)	(18.9)
Net income attributable to noncontrolling interests	0.5			0.9			(0.4)	(44.4)
Net income (loss) attributable to Pyxus International, Inc.	$	2.7		$	(39.1)		41.8	106.9

Leaf:
Product revenue	$	1,912.4		$	1,812.2		100.2	5.5
Tobacco costs	1,535.3			1,474.0			61.3	4.2
Transportation, storage, and other period costs	89.1			98.9			(9.8)	(9.9)
Total cost of goods sold	1,624.4			1,572.9			51.5	3.3
Product revenue gross profit	288.0			239.3			48.7	20.4
Product revenue gross profit as a percent of sales	15.1		%	13.2		%
Kilos sold	370.7			387.8			(17.1)	(4.4)
Average price per kilo	$	5.16		$	4.67		0.49	10.5
Average cost per kilo	4.38			4.06			0.32	7.9
Average gross profit per kilo	0.78			0.61			0.17	27.9
Processing and other revenues	$	117.2		$	88.4		28.8	32.6
Processing and other revenues costs of services sold	89.6			64.0			25.6	40.0
Processing and other gross profit	27.6			24.4			3.2	13.1
Processing and other gross profit as a percent of sales	23.5		%	27.6		%
All Other:
Sales and other operating revenues	$	2.9		$	14.3		(11.4)	(79.7)
Cost of goods and services sold	6.2			16.9			(10.7)	(63.3)
Gross loss	(3.3)			(2.6)			(0.7)	(26.9)
Gross loss as a percent of sales	(113.8)		%	(18.2)		%
Dollar and percentage changes may not calculate exactly due to rounding.*Not meaningful for comparison purposes.

~~Sales~~Results and other operating revenues increased $117.6 million, or 6.1%, to $2,032.5 million for the year ended March 31, 2024 from $1,914.9 million for the year ended March 31, 2023. This increase was due to a 10.5% increase in average price per kilo driven by higher tobacco prices, partially offset by a 4.4% decrease in kilo volume primarily due to the timing of ~~shipments~~Operations ~~from Africa.~~

~~Cost~~Years ofEnded ~~goods and services sold increased $66.3 million, or 4.0%, to $1,720.2 million for the year ended~~ March 31, ~~2024~~2025 ~~from $1,653.9 million for the year ended March 31, 2023. This increase was driven by a 7.9% increase in average cost per kilo primarily due to undersupply conditions~~ and ~~inflation.~~2024

Gross profit as a percent of sales increased to 15.4% for the year ended March 31, 2024 from 13.6% for the year ended March 31, 2023. Average gross profit per kilo increased 27.9% primarily due to more favorable customer and regional mix and the dilution of fixed costs from increased processing and other revenues.


	Years Ended March 31,
Consolidated							Change
(in millions, except per kilo amounts)	2025			2024			$	%
Sales and other operating revenues	$	2,481.3		$	2,032.5		448.8	22.1
Cost of goods and services sold	2,138.3			1,720.2			418.1	24.3
Gross profit	343.0			312.3			30.7	9.8
Gross profit as a percent of sales	13.8		%	15.4		%
Selling, general, and administrative expenses	$	171.0		$	160.9		10.1	6.3
Other expense, net	16.4			9.4			7.0	74.5
Restructuring and asset impairment charges	2.3			4.8			(2.5)	(52.1)

Operating income	153.3			137.2			16.1	11.7

Gain on debt retirement	8.2			15.9			(7.7)	**
Loss on pension settlement	—			12.0			(12.0)	**

Interest expense, net	128.0			125.6			2.4	1.9

Income before income taxes and other items	33.5			15.5			18.0	116.1
Income tax expense	25.1			27.3			(2.2)	(8.1)
Income from unconsolidated affiliates, net	8.1			15.0			(6.9)	(46.0)
Net income attributable to noncontrolling interests	1.4			0.5			0.9	180.0
Net income attributable to Pyxus International, Inc.*	$	15.2		$	2.7		12.5	463.0

Selling, general, and administrative expenses increased $9.4 million, or 6.2%, to $160.9 million for the year ended March 31, 2024 from $151.5 million for the year ended March 31, 2023. This increase was primarily due to increased accrued bonus compensation and travel expenses. These increases were partially offset by lower professional service fees driven by strategic cost cutting initiatives.




Leaf:
Product revenue	$	2,335.1		$	1,912.4		422.7	22.1
Tobacco costs	1,905.5			1,535.3			370.2	24.1
Transportation, storage, and other period costs	108.5			89.1			19.4	21.8
Total cost of goods sold	2,014.0			1,624.4			389.6	24.0
Product gross profit	321.1			288.0			33.1	11.5
Product gross profit as a percent of sales	13.8		%	15.1		%

Kilos sold	383.4			370.7			12.7	3.4
Average price per kilo	$	6.09		$	5.16		0.93	18.0
Average cost per kilo	5.25			4.38			0.87	19.9
Average gross profit per kilo	0.84			0.78			0.06	7.7

Processing and other revenues	$	135.9		$	117.2		18.7	16.0
Processing and other costs of services sold	111.8			89.6			22.2	24.8
Processing and other gross profit	24.1			27.6			(3.5)	(12.7)
Processing and other gross profit as a percent of sales	17.7		%	23.5		%

All Other:
Sales and other operating revenues	$	10.3		$	2.9		7.4	255.2
Cost of goods and services sold	12.5			6.2			6.3	101.6
Gross loss	(2.2)			(3.3)			1.1	33.3
Gross loss as a percent of sales	(21.4)		%	(113.8)		%

Amounts may not equal column totals due to rounding. *Not meaningful for comparison purposes.

Operating income of $137.2 million for the year ended March 31, 2024 increased $43.4 million, or 46.3%, from operating income of $93.8 million for the year ended March 31, 2023. This increase was mainly due to increased average leaf gross margin per kilo.

Loss on pension settlement of $12.0 million for the year ended March 31, 2024 was due to the termination of an over-funded defined benefit pension plan in the U.K. See "Note 22. Pension and Other Postretirement Benefits" to the "Notes to Consolidated Financial Statements" for additional information.

Gain (loss) on debt retirement of $15.9 million for the year ended March 31, 2024 was due to the repurchase of $77.9 million aggregate principal amount of the 2027 Notes for $60.0 million, a 23.0% discount to par. See "Note 17. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information.

Interest expense, net was $125.6 million for the year ended March 31, 2024 and $113.2 million for the year ended March 31, 2023, an increase of $12.4 million, or 11.0%. This increase was due to higher average balances outstanding and increased variable interest rate costs on seasonal lines of credit.

Income tax expense decreased $6.8 million, or 19.9%, to $27.3 million for the year ended March 31, 2024 from $34.1 million for the year ended March 31, 2023. This decrease was primarily due to $20.8 million of non-recurring expense associated with a valuation allowance for deferred assets recognized in conjunction with the debt exchange transactions completed in February 2023 and the favorable impact of foreign currency. This decrease was partially offset by increased tax expense from operations and non-recurring uncertain tax benefits reserves. See "Note 17. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information regarding the debt exchange transactions completed in February 2023.

Comparison of the Fiscal Year Ended March 31, 2023 to the Fiscal Year Ended March 31, 2022

For a comparison of our results of operations for the years ended March 31, 2023 to March 31, 2022, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our annual report on Form 10-K for the fiscal year ended March 31, 2023, filed with the SEC on June 6, 2023.

Sales and other operating revenues increased $448.8 million, or 22.1%, to $2,481.3 million for the year ended March 31, 2025 from $2,032.5 million for the year ended March 31, 2024. This increase was due to a 18.0% increase in average price per kilo driven by higher tobacco costs and a 3.4% increase in kilo volume from growth in Africa and Asia and accelerated shipments from Africa and North America, partially offset by lower volume from South America compared to the prior-year period from the El Niño weather effects reducing crop sizes.

Cost of goods and services sold increased $418.1 million, or 24.3%, to $2,138.3 million for the year ended March 31, 2025 from $1,720.2 million for the year ended March 31, 2024, driven by a 19.9% increase in average cost per kilo primarily due to undersupply conditions and inflation.

Gross profit increased $30.7 million, or 9.8%, to $343.0 million for the year ended March 31, 2025 from $312.3 million for the year ended March 31, 2024, mainly due to a 3.4% increased kilo volume and a 7.7% increase in average gross profit per kilo to $0.84 as compared to $0.78 in the prior-year period driven by favorable customer and product mix.

Selling, general, and administrative expenses as a percent of sales decreased to 6.9% for the year ended March 31, 2025 from 7.9% for the year ended March 31, 2024. Selling, general, and administrative expenses increased $10.1 million, or 6.3%, to $171.0 million for the year ended March 31, 2025 from $160.9 million for the year ended March 31, 2024, primarily due to higher personnel costs, including the recognition of $4.1 million for non-cash equity-based compensation pursuant to the Amended and Restated 2020 Incentive Plan and a higher accrual for variable bonus compensation. See "Note 24 . Equity-Based Compensation" to the "Notes to Consolidated Financial Statements" for additional information.

Other expense, net increased $7.0 million, or 74.5%, to $16.4 million for the year ended March 31, 2025 from $9.4 million for the year ended March 31, 2024 mostly due to increased utilization of the Company's securitization facilities.

Loss on pension settlement of $12.0 million for the year ended March 31, 2024, was due to the termination of an over-funded defined benefit pension plan in the U.K. See "Note 20. Pension and Other Postretirement Benefits" to the "Notes to Consolidated Financial Statements" for additional information.

Gain on debt retirement of $8.2 million for the year ended March 31, 2025 was due to the repurchase of $10.3 million of aggregate principal amount of the Pyxus Term Loans for $9.1 million, a 12.0% discount to par, and the repurchase of $34.2 million aggregate principal amount of the 2027 Notes for $26.3 million, a 23.0% discount to par. Gain on debt retirement of $15.9 million for the year ended March 31, 2024 was due to the repurchase of $77.9 million aggregate principal amount of the 2027 Notes for $60.0 million, a 23.0% discount to par. See "Note 15. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information.

Income from unconsolidated affiliates, net decreased $6.9 million, or 46.0%, to $8.1 million for the year ended March 31, 2025 from $15.0 million for the year ended March 31, 2024, due principally to lower volume and average gross margin per kilo from South America compared to the prior-year period from the El Niño weather effects reducing crop sizes.

Comparison of the Fiscal Year Ended March 31, 2024 to the Fiscal Year Ended March 31, 2023

For a comparison of our results of operations for the years ended March 31, 2024 to March 31, 2023, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our annual report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on June 6, 2024.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash generated from operations, short-term borrowings under our ~~foreign~~ seasonal lines of credit, availability under ABL Credit Facility (defined below), and cash collections from our securitized receivables. Our liquidity requirements are affected by various factors from our core tobacco leaf business, including crop seasonality, foreign currency and interest rates, green tobacco prices, customer mix, crop size, and quality. Our leaf tobacco business is seasonal, and purchasing, processing, and selling activities have several associated peaks where cash on-hand and outstanding indebtedness may vary significantly compared to year end. The first three quarters of our fiscal year generally represent the peak of our working capital requirements.

We believe our sources of liquidity will be sufficient to fund our anticipated operating needs for the next twelve months. During such time, our liquidity needs for operations may approach the levels of our anticipated available cash and permitted borrowings under our credit facilities. Unanticipated developments affecting our liquidity needs, including with respect to the foregoing factors, and sources of liquidity, including impacts affecting our cash flows from operations and the availability of capital resources (including an inability to renew or refinance seasonal lines of credit), may result in a deficiency in liquidity. To address a potential liquidity deficiency, we may undertake plans to minimize cash outflows, which could include exiting operations that do not generate positive cash flow. It is possible that, depending on the occurrence of events affecting our liquidity needs and sources of liquidity, such plans may not be sufficient to adequately or timely address a liquidity deficiency.

Debt Financing

We continue to finance our business with a combination of short-term and long-term seasonal credit lines, the long-term debt instruments and securities, advances from customers, and cash from operations when available. See "Note 1715. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for a summary of our short-term and long-term debt.

We continuously monitor and, as available, adjust funding sources as needed to enhance and drive various business opportunities. From time to time, we may take steps to reduce our debt or otherwise improve our financial position. Such actions could include prepayments, open market debt repurchases, negotiated repurchases, other redemptions or retirements of outstanding debt, and refinancing of debt. The amount of prepayments or the amount of debt that may be repurchased, refinanced, or otherwise retired, if any, will depend on market condition, trading levels of our debt, our cash position, compliance with debt covenants, and other considerations.

Senior Secured Debt

ABL Credit Facility

Our wholly owned subsidiary, Pyxus Holdings, Inc. ("Pyxus Holdings"), certain subsidiaries of Pyxus Holdings (together with Pyxus Holdings, the "Borrowers"), and the Company and its wholly owned subsidiary, Pyxus Parent, Inc. ("Pyxus Parent"), as guarantors, entered into an ABL Credit Agreement (as amended, the "ABL Credit Agreement"), dated as of February 8, 2022, by and among Pyxus Holdings, as Borrower Agent, the Borrowers and parent guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Administrative Agent and Collateral Agent, which was subsequently amended on May 23, 2023 and October 24, 2023. ~~The~~Refer ~~ABL~~to ~~Credit Agreement establishes an asset-based revolving credit facility (the~~ "~~ABL~~Note ~~Credit Facility"), the proceeds of which may be used to provide for the ongoing working capital and general corporate purposes of the Borrowers, the Company, Pyxus Parent, and their subsidiaries~~27. ~~The~~Subsequent ~~ABL~~Events" ~~Credit Facility may be used for revolving credit loans and letters of credit from time~~ to ~~time up to a maximum principal amount of $120.0 million, subject to~~ the ~~limitations~~"Notes ~~described below in this paragraph. The ABL Credit Facility includes a $20.0 million uncommitted accordion feature that permits Pyxus Holdings, under certain conditions,~~ to ~~solicit~~Consolidated ~~the~~Financial ~~lenders~~Statements" ~~under~~for ~~the ABL Credit Facility to provide~~ additional ~~revolving~~information ~~loan~~regarding ~~commitments to increase~~ the ~~aggregate~~Fourth ~~amount~~Amendment ofto the ~~revolving loan commitments under the~~ ABL Credit Facility ~~not to exceed a maximum principal amount of $140~~.0 ~~million. The amount available under the ABL Credit Facility is limited by a borrowing base consisting of certain eligible accounts receivable and inventory, reduced by specified reserves, as follows:~~

The ABL Credit Agreement establishes an asset-based revolving credit facility (the "ABL Credit Facility"), the proceeds of which may be used to provide for the ongoing working capital and general corporate purposes of the Borrowers, the Company, Pyxus Parent, and their subsidiaries. The ABL Credit Facility may be used for revolving credit loans and letters of credit from time to time up to a maximum principal amount of $120.0 million, subject to the limitations described below in this paragraph. The ABL Credit Facility includes a $20.0 million uncommitted accordion feature that permits Pyxus Holdings, under certain conditions, to solicit the lenders under the ABL Credit Facility to provide additional revolving loan commitments to increase the aggregate amount of the revolving loan commitments under the ABL Credit Facility not to exceed a maximum principal amount of $140.0 million. The amount available under the ABL Credit Facility is limited by a borrowing base consisting of certain eligible accounts receivable and inventory, reduced by specified reserves, as follows:

•85% of eligible accounts receivable, plus

•the lesser of (i) 85% of the book value of Eligible Extended Terms Receivables (as defined in the ABL Credit Agreement) and (ii) $5.0 million, plus

•90% of eligible credit insured accounts receivable, plus

•the lesser of (i) 70% of eligible inventory valued at the lower of cost (based on a first-in first-out basis) and market value thereof (net of intercompany profits) or (ii) 85% of the net-orderly-liquidation value percentage of eligible inventory, minus

•applicable reserves.

2223

At March 31, ~~2024~~2025, no borrowings under the ABL Credit Facility were outstanding and $120.0 million was available for borrowing under the ABL Credit Facility. Weighted average borrowings outstanding under the ABL Credit Facility during the fiscal year ended March 31, ~~2024~~2025 were $4856.83 million.

The ABL Credit Facility permits both base rate borrowings and borrowings based upon the ~~Bloomberg-Short-Term~~Secured ~~Bank~~Overnight ~~Yield~~Financing ~~Index~~Rate ~~rate~~ ("~~BSBY~~SOFR"). Borrowings under the ABL Credit Facility bear interest at an annual rate equal to one, three, or six-month reserve-adjusted ~~BSBY~~SOFR Rate plus 300 basis points or 200 basis points above base rate, as applicable, with a fee on unutilized commitments at an annual rate of 25.0 basis points if the outstanding borrowings equal or exceed $60.0 million and 37.5 basis points if the outstanding borrowings are less than $60.0 million.

~~The ABL Credit Facility matures on February 8, 2027.~~ As of March 31, ~~2024~~2025, there are no amounts outstanding under the ABL Credit Facility.

The ABL Credit Facility may be prepaid from time to time, in whole or in part, without prepayment or premium, subject to a termination fee upon the permanent reduction of commitments under the ABL Credit Facility of 300 basis points for terminations in the first year after entry into the ABL Credit Agreement, 200 basis points for terminations in the second year and 100 basis points for termination in the third year. In addition, customary mandatory prepayments of the loans under the ABL Credit Facility are required upon the occurrence of certain events including, without limitation, outstanding borrowing exposures exceeding the borrowing base, certain dispositions of assets outside of the ordinary course of business in respect of certain collateral securing the ABL Credit Facility and certain casualty and condemnation events. With respect to base rate loans, accrued interest is payable monthly in arrears and, with respect to ~~BSBY~~SOFR loans, accrued interest is payable monthly and on the last day of any applicable interest period.

The Borrowers’ obligations under the ABL Credit Facility (and certain related obligations) are (a) guaranteed by Pyxus Parent, and the Company and all of Pyxus Holdings’ wholly owned domestic subsidiaries, and each of Pyxus Holdings’ future wholly owned domestic subsidiaries is required to guarantee the ABL Credit Facility on a senior secured basis (collectively, the "ABL Loan Parties") and (b) secured by the collateral, as described below, which is owned by the ABL Loan Parties.

Cash Dominion. Under the terms of the ABL Credit Facility, if (i) an event of default has occurred and is continuing, (ii) excess borrowing availability under the ABL Credit Facility (based on the lesser of the commitments thereunder and the borrowing base) (the "Excess Availability") falls below the greater of $10.0 million or 10% of the lesser of total commitments under the ABL Credit Facility at such time and the borrowing base at such time, or (iii) Domestic Availability (as defined in the ABL Credit Agreement) being less than the greater of $20.0 million or 20% of the lesser of total commitments under the ABL Credit Facility at such time and the borrowing base at such time, the ABL Loan Parties will become subject to cash dominion, which will require daily prepayment of loans under the ABL Credit Facility with the cash deposited in certain deposit accounts of the ABL Loan Parties, including concentration accounts, and will restrict the ABL Loan Parties’ ability to transfer cash from their concentration accounts to their disbursement accounts. Such cash dominion period (a "Dominion Period") shall end when (i) if arising as a result of a continuing event of default, such event of default ceases to exist, (ii) if arising as a result of non-compliance with the Excess Availability threshold, no event of default is continuing and, for a period of 30 consecutive days, Excess Availability is equal to or greater than the greater of $10.0 million or 10% of the lesser of total commitments under the ABL Credit Facility and the borrowing base, or (iii) if arising as a result of Domestic Availability being less than the threshold, no event of default is continuing and, for a period of 30 consecutive days, Domestic Availability is greater than $20.0 million or 20% of the lesser of total commitments under the ABL Credit Facility and the borrowing base.

Covenants. The ABL Credit Agreement governing the ABL Credit Facility contains (i) a springing covenant requiring that the Company’s fixed charge coverage ratio be no less than 1.10 to 1.00 during any Dominion Period and (ii) a covenant requiring Domestic Availability greater than $20.0 million at all times until audited financial statements for fiscal year ending March 31, 2023 are delivered under the ABL Credit Agreement.

The ABL Credit Agreement governing the ABL Credit Facility contains customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults, including covenants that limit the Company’s ability to, among other things:

•incur additional indebtedness or issue disqualified stock or preferred stock;,

•make investments;,

•pay dividends and make other restricted payments;,

•sell certain assets;,

•create liens;,

•enter into sale and leaseback transactions;,

•consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets;,

•enter into transactions with affiliates;, and

•designate subsidiaries as Unrestricted Subsidiaries (as defined in the ABL Credit Agreement).

2324

On March 31, ~~2024~~2025, the Borrowers were in compliance with ~~all~~the covenants under the ABL Credit Agreement. See "Note 1715. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information.

On May 12, 2025, the ABL Credit Agreement was amended to, among other things:

•increase the aggregate amount of the revolving loan commitments under the ABL Credit Facility by $30.0 million from $120.0 million to $150.0 million,

•reduce the margin for the interest rate by 0.25% per annum from 3.00% to 2.75% and eliminate the SOFR adjustment charge,

•reduce the commitment fee for the unused amounts of the ABL Credit Facility to 0.25%, and

•extend the maturity to May 12, 2030 or, if earlier, 90 days prior to the earliest stated maturity date of (i) the outstanding senior secured notes and the senior secured term loans (each currently scheduled to mature on December 31, 2027) or (ii) any indebtedness that refinances any of the foregoing.

Intabex Term Loans

Pursuant to (i) an exchange offer (the "DDTL Facility Exchange") made to, and accepted by, holders of 100.0% of the outstanding term loans (the "DDTL Term Loans") under the Amended and Restated Term Loan Credit Agreement, effectuated pursuant to that certain Amendment and Restatement Agreement, dated as of June 2, 2022 (the "DDTL Credit Agreement"), by and among Intabex Netherlands B.V., as borrower ("Intabex"), the guarantors party thereto, the administrative agent and collateral agent thereunder, and the several lenders from time to time party thereto and (ii) an exchange offer (the "Exit Facility Exchange") made to, and accepted by, holders of 100.0% of the outstanding term loans (the "Exit Term Loans") under the Exit Term Loan Credit Agreement, dated as of August 24, 2020 (the "Exit Term Loan Credit Agreement"), by and among Pyxus Holdings, as borrower, the guarantors party thereto, the administrative agent and collateral agent thereunder, and the several lenders from time to time party thereto, on February 6, 2023, Pyxus Holdings entered into the Intabex Term Loan Credit Agreement, dated as of February 6, 2023 (the "Intabex Term Loan Credit Agreement"), by and among, Pyxus Holdings, the guarantors party thereto, the lenders party thereto and Alter Domus (US) LLC ("Alter Domus"), as administrative agent and senior collateral agent. The Intabex Term Loan Credit Agreement established a term loan credit facility in an aggregate principal amount of approximately $189.0 million (the "Intabex Credit Facility"), under which term loans in the full aggregate principal amount of the Intabex Credit Facility (the "Intabex Term Loans") were deemed made in exchange for (i) $100.0 million principal amount of the DDTL Term Loans, plus an additional $2.0 million on account of the exit fee payable under the DDTL Credit Agreement and (ii) approximately $87.0 million principal amount of Exit Term Loans, representing 40.0% of the outstanding principal amount thereof (including the applicable accrued and unpaid PIK interest thereon).

The Intabex Term Loans bear interest, at Pyxus Holdings’ option, at either (i) a term SOFR rate (subject to a floor of 1.5%) plus 8.0% per annum or (ii) an alternate base rate plus 7.0% per annum. The Intabex Term Loans are stated to mature on December 31, 2027.

The Intabex Term Loans may be prepaid from time to time, in whole or in part, without prepayment or penalty. With respect to alternate base rate loans, accrued interest is payable quarterly in arrears on the last business day of each calendar quarter and, with respect to SOFR loans, accrued interest is payable on the last day of each applicable interest period but no less frequently than every three months.

The Intabex Term Loan Credit Agreement contains customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults, including covenants that limit the Company’s and its restricted subsidiaries’ ability to, among other things, incur additional indebtedness or issue disqualified stock or preferred stock; make investments; pay dividends and make other restricted payments; sell certain assets; incur liens; consolidate, merge, sell or otherwise dispose of all or substantially all their assets; enter into transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; and, in the case of Intabex, undertake business activities and sell certain subsidiaries.

On March 31, ~~2024~~2025, Pyxus Holdings and the guarantors under the Intabex Term Loan Credit Agreement were in compliance with ~~all~~the covenants under the Intabex Term Loan Credit Agreement. See "Note 1715. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information.

Pyxus Term Loans

Pursuant to the Exit Facility Exchange, on February 6, 2023, Pyxus Holdings entered into the Pyxus Term Loan Credit Agreement, dated as of February 6, 2023 (the "Pyxus Term Loan Credit Agreement"), by and among, Pyxus Holdings, the guarantors party thereto, the lenders party thereto and Alter Domus, as administrative agent and senior collateral agent, to establish a term loan credit facility in an aggregate principal amount of approximately $130.6 million (the "Pyxus Credit Facility"), under which term loans in the full aggregate principal amount of the Pyxus Credit Facility (the "Pyxus Term Loans" and, together with the Intabex Term Loans, the "New Term Loans") were deemed made in exchange for 60.0% of the outstanding principal amount of Exit Term Loans (including the applicable accrued and unpaid PIK interest thereon).

and, together with the Intabex Term Loans, the "New Term Loans") were deemed made in exchange for 60.0% of the outstanding principal amount of Exit Term Loans (including the applicable accrued and unpaid PIK interest thereon).

The Pyxus Term Loans bear interest, at Pyxus Holdings’ option, at either (i) a term SOFR rate (subject to a floor of 1.5%) plus 8.0% per annum or (ii) an alternate base rate plus 7.0% per annum. The Pyxus Term Loans are stated to mature on December 31, 2027.

The Pyxus Term Loans may be prepaid from time to time, in whole or in part, without prepayment or penalty. With respect to alternate base rate loans, accrued interest is payable quarterly in arrears on the last business day of each calendar quarter and, with respect to SOFR loans, accrued interest is payable on the last day of each applicable interest period but no less frequently than every three months.

The Pyxus Term Loan Credit Agreement contains customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults, including covenants that limit the Company’s and its restricted subsidiaries’ ability to, among other things, incur additional indebtedness or issue disqualified stock or preferred stock; make investments; pay dividends and make other restricted payments; sell certain assets; incur liens; consolidate, merge, sell or otherwise dispose of all or substantially all their assets; enter into transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries.

On March 31, ~~2024~~2025, Pyxus Holdings and the guarantors under the Pyxus Term Loan Credit Agreement were in compliance with ~~all~~the covenants under the Pyxus Term Loan Credit Agreement.

On March 21, 2024, Pyxus Holdings entered into an agreement (the "Debt Repurchase Agreement") with certain holders of its senior debt which included the right of Pyxus Holdings, at its option, to purchase from such holders $10.3 million aggregate principal amount of the Pyxus Term Loans for $9.1 million, a 12.0% discount to par value, plus accrued and unpaid interest and specified customary fees. On April 12, 2024, Pyxus Holdings exercised its right to purchase such Pyxus Term Loans. See "Note 27. Related Party Transactions" and "Note 29. Subsequent Events" to the "Notes to Consolidated Financial Statements" for additional information.

8.50% Senior Secured Notes due 2027

Pursuant to an exchange offer (the "Notes Exchange" and, together with the DDTL Facility Exchange and the Exit Facility Exchange, the "Debt Exchange Transactions") made by Pyxus Holdings and accepted by holders of approximately 92.7% of the aggregate principal amount of the outstanding 10.0% Senior Secured First Lien Notes due 2024 issued by Pyxus Holdings (the "2024 Notes") pursuant to that certain Indenture, dated as of August 24, 2020 (the "2024 Notes Indenture"), by and among Pyxus Holdings, the guarantors party thereto and the trustee, collateral agent, registrar and paying agent thereunder, on February 6, 2023, Pyxus Holdings issued approximately $260.5 million in aggregate principal amount of 8.5% Senior Secured Notes due December 31, 2027 (the "2027 Notes" and, together with the New Term Loans, the "New Secured Debt") to the exchanging holders of the 2024 Notes for an equal principal amount of 2024 Notes. The 2027 Notes were issued pursuant to the Indenture, dated as of February 6, 2023 (the "2027 Notes Indenture"), among Pyxus Holdings, the guarantors party thereto, and Wilmington Trust, National Association, as trustee, and Alter Domus, as collateral agent.

The 2027 Notes bear interest at a rate of 8.5% per annum, which interest is computed based on ~~the basis of~~ a 360-day year comprised of twelve 30-day months. Interest accrues on the 2027 Notes from the date of issuance and is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2023. The 2027 Notes are stated to mature on December 31, 2027.

At any time ~~from time to time~~, Pyxus Holdings may redeem the 2027 Notes, in whole or in part, at a redemption price equal to 100.0% of the principal amount of 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

The 2027 Notes Indenture contains customary affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults, including covenants that limit the Company’s and its restricted subsidiaries’ ability to, among other things, incur additional indebtedness or issue disqualified stock or preferred stock; make investments; pay dividends and make other restricted payments; sell certain assets; incur liens; consolidate, merge, sell or otherwise dispose of all or substantially all their assets; enter into transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries.

On March 31, ~~2024~~2025, Pyxus Holdings and the guarantors of the 2027 Notes were in compliance with ~~all~~the covenants under the 2027 Notes Indenture.

Pursuant to the Debt Repurchase Agreement entered into on March 21, 2024, Pyxus Holdings agreed to purchase from the holders of its senior debt party to the Debt Repurchase Agreement $77.9 million aggregate principal amount of the 2027 Notes for $60.0 million, a 23.0% discount to par value, plus accrued and unpaid interest and specified customary fees. The Debt Repurchase Agreement also included the right of Pyxus Holdings, at its option, to purchase from such holders an additional $34.2 million aggregate principal amount of the 2027 Notes for $26.3 million, a 23.0% discount to par value, plus accrued and unpaid interest and customary fees. The purchase of $77.9 million aggregate principal amount of the 2027 Notes pursuant to the Debt Repurchase Agreement was completed on March 28, 2024. On April 12, 2024, Pyxus Holdings exercised its right under the Debt Repurchase Agreement to purchase such additional $34.2 million aggregate principal amount of the 2027 Notes. See "Note 27. Related Party Transactions" and "Note 29. Subsequent Events" to the "Notes to Consolidated Financial Statements" for additional information.

Guarantees and Collateral

The obligations of Pyxus Holdings under the ABL Credit Agreement and the New Secured Debt are fully and unconditionally guaranteed by the Company, Pyxus Parent and all of the Company’s domestic subsidiaries and certain of the Company’s foreign subsidiaries, subject to certain limitations (the "Senior Secured Debt Obligors"). In addition, under the Intabex Term Loan Credit Facility, Intabex and Alliance One International Tabak B.V. (which were obligors under the DDTL Term Loans) also guarantee the Intabex Credit Facility (together, the "Specified Intabex Obligors") but do not guarantee the 2027 Notes, the Pyxus Term Loans or obligations under the ABL Credit Agreement. In addition, certain assets of the Specified Intabex Obligors (which were pledged as collateral for the DDTL Term Loans) are pledged as collateral to secure the Intabex Term Loans (the "Intabex Collateral") but do not secure the 2027 Notes, the Pyxus Term Loans or obligations under the ABL Credit Agreement. On March 27, 2024, Alliance One International Tabak B.V. was merged with and into Intabex.

"Intabex Collateral") but do not secure the 2027 Notes, the Pyxus Term Loans, or obligations under the ABL Credit Agreement. On March 27, 2024, Alliance One International Tabak B.V. was merged with and into Intabex.

The Senior Secured Debt Obligors’ obligations under the ABL Credit Agreement are secured by (i) a first-priority senior lien the ABL Priority Collateral (as defined in the ABL/New Secured Debt Intercreditor Agreement (as defined below)), which includes certain accounts receivable and inventory and certain related intercompany notes, cash, deposit accounts, related general intangibles and instruments, certain other related assets and proceeds of the foregoing of the Senior Secured Debt Obligors, and (ii) a junior-priority lien on substantially all assets of the Senior Secured Debt Obligors other than certain exclusions and the ABL Priority Collateral. The New Secured Debt is secured by (i) a first-priority senior lien on substantially all assets of the Senior Secured Debt Obligors other than certain exclusions and the ABL Priority Collateral and (ii) a junior-priority lien on the ABL Priority Collateral. The Intabex Term Loans are further secured by a first-priority lien on the Intabex Collateral.

The obligations under the New Secured Debt share a single lien, held by Alter Domus, as senior collateral agent (the "Senior Collateral Agent"), on the Collateral (as defined below) subject to the payment waterfall pursuant to the intercreditor arrangements described below. See "Note 1715. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information.

Intercreditor Agreements

The priority of the obligations under the ABL Credit Agreement and the New Secured Debt are set forth in the two intercreditor agreements entered into in connection with consummation of the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange.

ABL/New Secured Debt Intercreditor Agreement. On February 6, 2023, Pyxus Holdings, Inc., the guarantors party thereto, PNC Bank, National Association, as ABL Agent, Alter Domus, as Pyxus Term Loan Administrative Agent, Intabex Term Loan Administrative Agent and Senior Collateral Agent, and Wilmington Trust, National Association, as Senior Notes Trustee entered into an Amended and Restated ABL Intercreditor Agreement, dated as of February 6, 2023 (the "ABL/New Secured Debt Intercreditor Agreement") to provide for the intercreditor relationship between, (i) on one hand, the holders of obligations under the ABL Credit Facility, the guarantees thereof and certain related obligations and (ii) on the other hand, the holders of obligations under the New Secured Debt, the guarantees thereof and certain related obligations. Pursuant to the terms of the ABL/Term Loan/Notes Intercreditor Agreement, Pyxus Holdings’ obligations under the ABL Credit Facility, the guarantees thereof and certain related obligations have first-priority senior liens on the ABL Priority Collateral, which includes certain accounts receivable and inventory and certain related intercompany notes, cash, deposit accounts, related general intangibles and instruments, certain other related assets of the foregoing entities and proceeds of the foregoing, with the obligations under the New Secured Debt having junior-priority liens on the ABL Priority Collateral. Pursuant to the ABL/New Secured Debt Intercreditor Agreement, Pyxus Holdings’ collective obligations under the New Secured Debt, the guarantees thereof and certain related obligations have first-priority senior liens on the collateral that is not ABL Priority Collateral, including owned material real property in the ~~United States~~U.S., capital stock of subsidiaries owned directly by Pyxus Holdings or a guarantor (other than the Intabex Collateral), existing and after acquired intellectual property rights, equipment, related general intangibles and instruments and certain other assets related to the foregoing and proceeds of the foregoing, with the obligations under the ABL Credit Facility having junior-priority liens on such collateral, other than real property. The ABL Credit Facility is not secured by real property.

Secured Debt Intercreditor Agreement. On February 6, 2023, the New Secured Debt Obligors, together with the representative for the holders of the New Secured Debt and the Senior Collateral Agent, entered into the Intercreditor and Collateral Agency Agreement, dated as of February 6, 2023 (the "New Secured Debt Intercreditor Agreement"), pursuant to which the Senior Collateral Agent, serves as joint collateral agent for the benefit of the holders of the 2027 Notes, the Pyxus Term Loans and the Intabex Term Loans with respect to all common collateral securing such indebtedness (the "Collateral"; which excludes Intabex Collateral). The New Secured Debt Intercreditor Agreement provides that Collateral or proceeds thereof received in connection with or upon the exercise of secured creditor remedies will be distributed (subject to the provisions described in the next paragraph) first to holders of the New Secured Debt on a pro rata basis based on the aggregate principal amount of each class of New Secured Debt, and then to holders of future junior debt secured by such Collateral on a pro rata basis based on the aggregate principal amount of each class of future junior debt (and in each case permitted refinancing indebtedness thereof).

26Exercise of rights and remedies against the Collateral and certain rights in a bankruptcy or insolvency proceeding (including the right to object to debtor-in-possession financing or to credit bid) by the Senior Collateral Agent will be controlled first by the holders of a majority in principal amount of the New Term Loans (including, in any event, each holder holding at least 20.0% of the New Term Loans as of February 6, 2023, provided such holder holds at least 15.0% of the New Term Loans as of the date of determination), second, after repayment in full of the New Term Loans, by the holders of a majority in principal amount of the 2027 Notes and last, after repayment in full of the New Term Loans and the 2027 Notes, by holders of a majority in

New Secured Debt, and then to holders of future junior debt secured by such Collateral on a pro rata basis based on the aggregate principal amount of each class of future junior debt (and in each case permitted refinancing indebtedness thereof).

Exercise of rights and remedies against the Collateral and certain rights in a bankruptcy or insolvency proceeding (including the right to object to debtor-in-possession financing or to credit bid) by the Senior Collateral Agent will be controlled first by the holders of a majority in principal amount of the New Term Loans (including, in any event, each holder holding at least 20.0% of the New Term Loans as of February 6, 2023, provided such holder holds at least 15.0% of the New Term Loans as of the date of determination), second, after repayment in full of the New Term Loans, by the holders of a majority in principal amount of the 2027 Notes and last, after repayment in full of the New Term Loans and the 2027 Notes, by holders of a majority in principal amount of any future junior debt secured by the Collateral. Any such future junior debt will be subject to certain customary waivers of rights in a bankruptcy or insolvency proceeding in favor of the Senior Collateral Agent, including, but not limited to, with respect to debtor-in-possession financing, adequate protection and credit bidding. See "Note 17. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information.

Related Party Transactions

The Company, Pyxus Parent and Pyxus Holdings (collectively, the "Holding Companies") entered into a Support and Exchange Agreement, effective as of December 27, 2022 (as amended, including by joinders thereto, the "Support Agreement"), with a group of creditors, including Glendon Capital Management LP, Monarch Alternative Capital LP, Nut Tree Capital Management, L.P., Intermarket Corporation and Owl Creek Asset Management, L.P. on behalf of certain funds managed by them and/or certain of their advisory clients, as applicable (collectively, the "Supporting Holders"), holding in aggregate:

•approximately 99.7% of the DDTL Term Loans outstanding under the DDTL Credit Agreement;

•approximately 68.1% of the Exit Term Loans outstanding under the Exit Term Loan Credit Agreement; and

•approximately 64.1% of the 2024 Notes outstanding under the 2024 Notes Indenture.

Pursuant to the Support Agreement, the Supporting Holders agreed to participate in the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange. Based on a Schedule 13D/A filed with the SEC on January 4, 2023 by Glendon Capital Management, L.P. (the "Glendon Investor"), Glendon Opportunities Fund, L.P. and Glendon Opportunities Fund II, L.P., Glendon Capital Management, L.P. reported beneficial ownership of 7,938,792 shares of the Company’s common stock, representing approximately 31.8% of the outstanding shares of the Company’s common stock. Based on a Schedule 13D/A filed with the SEC on January 23, 2023, by Monarch Alternative Capital LP (the "Monarch Investor"), MDRA GP LP and Monarch GP LLC, Monarch Alternative Capital LP reported beneficial ownership of 6,140,270 shares of the Company’s common stock, representing approximately 24.6% of the outstanding shares of the Company’s common stock. Based on a Schedule 13G/A filed with the SEC on February 10, 2022 by Owl Creek Asset Management, L.P. and Jeffrey A. Altman, Owl Creek Asset Management, L.P. is the investment manager of certain funds and reported beneficial ownership of 2,405,287 shares of the Company’s common stock on December 31, 2021, representing approximately 9.6% of the outstanding shares of the Company’s common stock. A representative of the Glendon Investor and a representative of the Monarch Investor served as directors of Pyxus at the time the Company and its applicable subsidiaries entered into the DDTL Credit Agreement, its predecessor agreement and the amendments thereto, and the Support Agreement, effected borrowings under the DDTL Credit Agreement and its predecessor agreement and commenced the Debt Exchange Transactions. The DDTL Credit Agreement, its predecessor agreement and the amendments thereto, any and all borrowings thereunder, the related guaranty transactions, the Support Agreement, the Debt Exchange Transactions, including the Intabex Term Loan Credit Agreement, the Intabex Term Loans, the Pyxus Term Loan Credit Agreement, the Pyxus Term Loans, the 2027 Notes and the 2027 Notes Indenture were approved, and determined to be on terms and conditions at least as favorable to the Company and its subsidiaries as could reasonably have been obtained in a comparable arm’s-length transaction with an unaffiliated party, by a majority of the disinterested members of the Board of Directors of Pyxus.

The holders of senior debt that are parties to the Debt Repurchase Agreement entered into on March 21, 2024 are funds affiliated with the Monarch Investor and of which the Monarch Investor is the investment advisor. The Debt Repurchase Agreement and the transactions contemplated thereby, including the exercise by Pyxus Holdings of its right to purchase the Pyxus Term Loans and additional 2027 Notes thereunder, were approved, and determined to be on terms and conditions at least as favorable to the Company and its subsidiaries as could reasonably have been obtained in a comparable arm's-length transaction with an unaffiliated party, by a majority of the disinterested members of the Board of Directors of Pyxus.

See "Note 17. Debt Arrangements" and "Note 27. Related Party Transactions" to the "Notes to Consolidated Financial Statements" for additional information.

2024 Notes

In conjunction with the Notes Exchange, Pyxus Holdings received consents from requisite holders of 2024 Notes to amend the 2024 Notes Indenture, the 2024 Notes and the related intercreditor and security documents to, among other things, (i) eliminate

~~most~~principal amount of ~~the~~any ~~restrictive~~future ~~covenants~~junior ~~and~~debt ~~certain~~secured ofby the ~~affirmative~~Collateral. ~~covenants~~Any insuch ~~the~~future ~~2024~~junior ~~Notes~~debt ~~Indenture,~~will ~~(ii)~~be ~~eliminate~~subject ~~the~~to ~~change~~certain ofcustomary ~~control~~waivers ~~repurchase~~of ~~obligation~~rights in ~~the~~a ~~2024~~bankruptcy ~~Notes~~or ~~Indenture,~~insolvency ~~(iii)~~proceeding ~~subordinate the 2024 Notes~~ in ~~right~~favor of ~~payment~~the toSenior ~~existing~~Collateral ~~and~~Agent, ~~future senior indebtedness (~~including ~~the New Secured Debt)~~, ~~(iv)~~but ~~eliminate~~not ~~certain~~limited ~~events of default and (v) release all of the collateral securing the 2024 Notes. On February 6~~to, ~~2023,~~with ~~the~~respect ~~relevant parties~~ to ~~the~~debtor-in-possession ~~2024~~financing, ~~Notes~~adequate ~~Indenture entered into the Second Supplemental Indenture~~protection, ~~dated~~and ascredit ofbidding. ~~February~~See ~~6, 2023 (the~~ "~~2024~~Note ~~Notes~~15. ~~Supplemental~~Debt ~~Indenture~~Arrangements"), to the ~~2024~~ "Notes ~~Indenture, pursuant~~ to ~~which~~Consolidated ~~the~~Financial ~~2024~~Statements" ~~Notes~~for ~~Indenture,~~additional ~~the 2024 Notes and the related intercreditor and security documents were amended to effect these changes~~information.

~~The~~ 2024 Notes bear interest at a rate of 10.0% per year, payable semi-annually in arrears in cash on February 15 and August 15 of each year. The 2024 Notes are stated to mature on August 24, 2024. At March 31, 2024, the remaining 2024 Notes outstanding is $20.2 million, net of a debt discount of $0.1 million. The total repayment amount due at maturity is $20.4 million.

OnThe ~~March 31,~~ 2024, ~~Pyxus~~Notes ~~Holdings~~bore ~~and~~interest ~~the~~at ~~guarantors~~a rate of ~~the~~10.0% ~~2024~~per ~~Notes~~year, ~~were~~payable semi-annually in ~~compliance~~arrears ~~with~~in ~~all~~cash ~~covenants~~on ~~under~~February ~~the~~15 ~~2024~~and ~~Notes~~August ~~Indenture~~15 of each year. On August 26, as2024, ~~amended~~upon bymaturity of the 2024 Notes, ~~Supplemental~~Pyxus ~~Indenture~~Holdings paid $20.4 ~~See~~million, ~~"Note~~which ~~17.~~included ~~Debt~~less ~~Arrangements"~~than to$0.1 ~~the~~million ~~"Notes~~for toaccrued ~~Consolidated~~and ~~Financial~~unpaid ~~Statements"~~interest, ~~for~~to ~~additional~~retire ~~information~~the 2024 Notes.

~~Foreign~~Related ~~Seasonal~~Party ~~Lines of Credit~~Transactions

~~Excluding~~Based ~~its~~on ~~long-term~~a ~~credit~~Schedule ~~arrangements,~~13D/A ~~the~~filed ~~Company has typically financed its non-U.S. operations~~ with uncommitted short-term seasonal lines of credit arrangements with a number of banks. These operating lines are generally seasonal in nature, typically extending for a term of 180 to 365 days corresponding to the ~~tobacco~~SEC ~~crop~~on cycle in that location. These facilities are typically uncommitted in that the lenders have the right to cease making loans and demand repayment of loans at any time or at specified dates. These loans are generally renewed at the outset of each tobacco season. Certain of the foreign seasonal lines of credit are guaranteed by the Company and certain of its subsidiaries. At March ~~31,~~ ~~2024~~25, ~~the total borrowing capacity under individual foreign seasonal lines of credit range up to $155.0 million. At March 31,~~ 2024, ~~the~~by ~~aggregate~~Monarch ~~outstanding~~Alternative ~~borrowings~~Capital ofLP (the ~~Company~~"Monarch ~~under these seasonal credit lines~~Investor"), ~~including~~MDRA ~~letters~~GP ofLP ~~credit, was approximately $469.5 million~~ and ~~approximately~~Monarch ~~$307.2~~GP ~~million was available for borrowing under these seasonal credit lines~~LLC, ~~subject to limitations as provided under~~ the ~~ABL~~Monarch ~~Credit~~Investor ~~Agreement~~reported ~~and~~beneficial ~~the~~ownership ~~agreements~~of ~~governing the New Secured Debt~~6.125 ~~The~~million ~~weighted~~shares ~~average variable interest rate for these seasonal lines~~ of ~~credit for~~ the ~~year~~Company’s ~~ended~~common ~~March 31~~stock, ~~2024~~representing ~~was~~approximately 924.85%. ~~Certain~~ of the ~~foreign~~then ~~seasonal lines of credit, with aggregate~~ outstanding ~~borrowings~~shares ~~at March 31, 2024~~ of ~~approximately $120.0 million, are secured by trade receivables and inventories as collateral. At March 31, 2024,~~ the Company’s ~~and~~common ~~its~~stock. ~~subsidiaries~~An ~~were~~individual indesignated ~~compliance~~by ~~with~~ the ~~covenants~~Monarch ~~associated~~Investor ~~with~~serves ~~the~~as ~~short-term~~a ~~seasonal~~director ~~lines~~ of ~~credit~~Pyxus.

~~Seasonal~~On ~~liquidity~~March ~~beyond~~21, ~~cash~~2024, ~~flow~~Pyxus ~~from~~Holdings ~~operations~~entered isinto ~~provided~~an byagreement ~~our~~(the ~~foreign~~"Debt ~~seasonal~~Repurchase ~~lines~~Agreement") with funds affiliated with the Monarch Investor to purchase $77.9 million of ~~credit~~aggregate principal amount of their holdings in the 2027 Notes for $60.0 million, ~~advances~~a ~~from~~23.0% ~~customers~~discount to par value, plus accrued and ~~sales~~unpaid ofinterest ~~accounts~~and ~~receivable~~specified customary fees. ~~For~~The ~~the~~purchase ~~year~~of ~~ended~~$77.9 ~~March 31,~~million ~~2024,~~aggregate ~~our~~principal ~~average~~amount ~~short-term~~of ~~borrowings,~~the ~~quarter-end~~2027 ~~peak~~Notes ~~short-term~~for ~~borrowings~~a ~~outstanding,~~total of $62.3 million (including fees and ~~weighted-average~~accrued and unpaid interest) ~~rate~~was completed on ~~short-term~~March ~~borrowings~~28, ~~were as follows:~~2024.

	Fiscal Year
(in millions)	2024
Average short-term borrowings	$	494.8
Quarter-end peak short-term borrowings outstanding	$	553.1
Weighted-average interest rate on short-term borrowings	9.8		%

The Debt Repurchase Agreement also included the right of Pyxus Holdings, at its option, to purchase from such holders an additional $34.2 million aggregate principal amount of the 2027 Notes for $26.3 million, a 23.0% discount to par value, plus accrued and unpaid interest, and $10.3 million aggregate principal amount of the Pyxus Term Loans for $9.1 million, a 12.0% discount to par value, plus accrued and unpaid interest. On April 12, 2024, Pyxus Holdings exercised its right to complete these repurchases by September 30, 2024.

~~Quarter-end~~On ~~peak~~May ~~borrowings for the year ended March~~ 31, 2024 ~~occurred during the first quarter~~, ~~which~~Pyxus ~~represented~~Holdings ~~peak~~completed ~~timing~~the ~~for~~purchase ~~green~~of ~~tobacco purchases and repayments being made in both Africa and South America~~$10.3 ~~The~~million ~~increase~~of inaggregate ~~average~~principal ~~and~~amount ~~peak~~of ~~borrowings is due to~~ the ~~increase~~Pyxus inTerm ~~the~~Loans ~~average~~for ~~cost per kilo of tobacco as~~ a ~~result~~total of ~~undersupply conditions and inflation~~$9.4 ~~Borrowings~~million ~~during~~(including ~~the~~accrued ~~prior year~~ and inunpaid ~~the current year were repaid with cash provided by operating activities~~interest). ~~For further information on our debt financing as of March 31, 2024, see "Note 17. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information.~~

On August 2, 2024, Pyxus Holdings completed the purchase of $34.2 million of aggregate principal amount of the 2027 Notes for a total of $26.7 million (including accrued and unpaid interest).

The Debt Repurchase Agreement and the transactions contemplated thereunder were approved and determined to be on terms and conditions at least as favorable to the Company and its subsidiaries as could reasonably have been obtained in a comparable arm's-length transaction with an unaffiliated party by a majority of the disinterested members of the Board of Directors of Pyxus.

Seasonal Lines of Credit

Excluding its long-term credit arrangements, the Company typically finances its foreign operations with committed and uncommitted short-term seasonal lines of credit arrangements with numerous banks. These operating lines are generally seasonal in nature, typically extending for a term of 180 to 365 days corresponding to the tobacco crop cycle in that location. For uncommitted facilities, the lenders have the right to cease making loans and demand repayment of loans at any time or at specified dates. These loans are generally renewed at the outset of each tobacco season. Certain of the seasonal lines of credit are guaranteed by the Company and certain of its subsidiaries. At March 31, 2025, the total borrowing capacity under individual seasonal lines of credit range up to $170.0 million. At March 31, 2025, the aggregate outstanding borrowings of the Company under these seasonal credit lines, including letters of credit, was approximately $388.6 million and approximately $525.4 million was available for borrowing under these seasonal credit lines, subject to limitations as provided under the ABL Credit Agreement and the agreements governing the New Secured Debt. The weighted average variable interest rate for these seasonal lines of credit for the year ended March 31, 2025 was 9.4%. Certain of the seasonal lines of credit, with aggregate outstanding borrowings at March 31, 2025 of approximately $93.2 million, are secured by trade receivables and inventories as collateral. At March 31, 2025, the Company and its subsidiaries were in compliance with the covenants associated with the short-term seasonal lines of credit.

Seasonal liquidity beyond cash flow from operations is provided by our seasonal lines of credit, advances from customers, and sales of accounts receivable. For the year ended March 31, 2025, our average short-term borrowings, quarter-end peak short-term borrowings outstanding, and weighted-average interest rate on short-term borrowings were as follows:


	Fiscal Year
(in millions)	2025			2024
Average short-term borrowings	$	624.7		$	494.8
Quarter-end peak short-term borrowings outstanding	$	823.5		$	553.1
Weighted-average interest rate on short-term borrowings	9.4		%	9.8		%

Quarter-end peak borrowings for the year ended March 31, 2025 occurred during the third quarter, which was driven by outstanding borrowings in Africa and South America. The increase in average and peak borrowings when compared to the prior year is due to the increase in the average cost per kilo of tobacco as a result of undersupply conditions and inflation. Borrowings during the prior year and in the current year were repaid with cash provided by operating activities. For further information on our debt financing as of March 31, 2025, see "Note 15. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information.

The following summarizes our total borrowing capacity under our short-term and long-term credit lines and letter of credit facilities and the remaining available amount after the reduction for outstanding borrowings and amounts reserved for outstanding letters of credit:

	March 31, 2024				March 31, 2023
	March 31, 2025				March 31, 2024
(in millions)	Total Borrowing Capacity		Remaining Amounts Available		Total Borrowing Capacity		Remaining Amounts Available
Senior Secured Credit Facilities:
ABL Credit Facility	$	120.0	$	120.0	$	~~100~~120.0	$	75120.0
Foreign seasonal lines of credit	767.5		307.2		697.5		332.3
Seasonal lines of credit	906.2		525.4		767.5		307.2
Other long-term debt	0.4		0.24		0.64		0.12
Letters of credit	912.32		4.24		189.63		64.92
Total	$	~~897~~1,038.28	$	~~431~~650.62	$	~~816~~897.72	$	~~414~~431.36

The amounts presented as available under the ABL Credit Facility are subject to further limitations from the borrowing base consisting of certain eligible accounts receivable and inventory, reduced by specified reserves. The amounts presented as the remaining amount available for borrowing under the foreign seasonal lines of credit are subject to limitations based on the level of receivables and inventories as collateral and by certain restrictive covenants.

Net Debt

We refer to "Net debt", a non-GAAP measure, as total debt liabilities less cash and cash equivalents. We believe this non-GAAP financial measure is useful to monitor leverage and to evaluate changes to the Company's capital structure. A limitation associated with using net debt is that it subtracts cash and cash equivalents, and therefore, may imply that management intends to use cash and cash equivalents to reduce outstanding debt and that cash held in certain jurisdictions can be applied to repay obligations owing in other jurisdictions and without reduction for applicable taxes. In addition, net debt suggests that our debt obligations are less than the most comparable GAAP measure indicates.

	March 31,
(in millions)	~~2024~~2025		~~2023~~2024
Notes payable	$	~~499~~395.30	$	~~382~~499.53
Current portion of long-term debt(1)	20.3		0.1
Current portion of long-term debt	—		20.3
Long-term debt(2)	497.7		618.4
Long-term debt (1)	454.9		497.7
Total debt liabilities	$	~~1,017~~849.39	$	1,~~001~~017.03
Less: Cash and cash equivalents(3)	92.6		136.7
Less: Cash and cash equivalents	78.3		92.6
Net debt	$	~~924~~771.76	$	~~864~~924.37
(1) The increase in the current portion of long-term debt is due to the 10% Notes due in August 2024.
(1) Includes amounts outstanding under the ABL Credit Facility. Weighted average borrowings outstanding under the ABL Credit Facility were $56.3 million for the fiscal year ended March 31, 2025.
(2) Includes amounts outstanding under the ABL Credit Facility. Weighted average borrowings outstanding under the ABL Credit Facility were $48.8 million for the fiscal year ended March 31, 2024.
(3) The decrease in cash and cash equivalents is driven by the partial repurchase of certain long-term debt in March 2024, and net repayments on the ABL Credit Facility.

Working Capital

The following summarizes our working capital:

	March 31,				Change
(in millions except for current ratio)	~~2024~~2025		~~2023~~2024		$	%
Cash, cash equivalents, and restricted cash	$	9985.85	$	~~138~~99.98	(3914.13)	(2814.13)
Trade and other receivables, net	~~187~~204.53		~~202~~187.75		~~(15~~16.2)8	(79.5)0
Inventories and advances to tobacco suppliers, net	~~952~~792.17		~~817~~952.41		~~134~~(159.74)	(16.57)
Recoverable income taxes	46.56		54.85		(12.3)1	~~(22~~46.4)7
Prepaid expenses and other current assets	6669.40		5566.74		102.76	193.29
Total current assets*	$	1,~~310~~158.2	$	1,~~220~~310.62	89(152.60)	7(11.36)
Notes payable	$	~~499~~395.30	$	~~382~~499.53	~~116~~(104.83)	30(20.59)
Accounts payable	~~181~~132.29		~~170~~181.32		10(48.93)	6(26.47)
Advances from customers	90135.76		4290.57		4844.29	~~113~~49.45
Accrued expenses and other current liabilities	9790.09		9297.70		4(6.31)	4.(6.3)
Current portion of long-term debt	20.3		0.1		20.2	**
Income taxes payable	11.0		8.5		2.5	29.4
Other current liabilities	16.6		27.0		(10.4)	(38.5)
Operating leases payable	8.5		8.1		0.4	4.9
Total current liabilities*	$	905.2	$	715.1	190.1	26.6
Current portion of long-term debt	—		20.3		(20.3)	**
Current ratio	1.4 to 1		1.7 to 1
Total current liabilities*	$	773.9	$	905.2	(131.3)	(14.5)
Working capital	$	405.0	$	505.5	(100.5)	(19.9)
Current ratio	1.5 to 1		1.4 to 1
Working capital	$	384.3	$	405.0	(20.7)	(5.1)
*Amounts may not equal column totals due to rounding.
**Not meaningful for comparison purposes.

Working capital declined $~~100~~20.57 million, or 195.91%, to $~~405~~384.03 million as of March 31, ~~2024~~2025 from $~~505~~405.50 million as of March 31, ~~2023~~2024, primarily due to ~~higher~~reduction ~~utilization~~in ofinventory ~~cash~~caused ~~for~~by the ~~partial~~weather ~~repurchase~~effects of ~~long-term~~El ~~debt~~Niño ~~and~~resulting toin ~~fully~~shorter ~~pay~~crops ~~down~~in ~~the~~South ~~ABL,~~America and ~~higher~~certain ~~borrowings~~markets onin ~~our~~Africa, ~~foreign~~accelerated ~~seasonal~~shipments ~~credit~~from ~~lines~~Africa in the three months ended March 31, 2025 of the type that ~~were~~occurred ~~used~~in tothe ~~accelerate~~prior year in the ~~purchase~~three ofmonths ~~more~~ended ~~expensive~~June ~~green~~30, ~~tobacco~~2024, ~~when~~and delayed purchases in South America in the three months ended March 31, 2025 compared to the prior year. The reduction in inventory was partially offset by higher repayments on seasonal lines of credit and the repayment of the current portion of long-term debt for the 10.0% Notes due 2024 upon maturity.

Inventories

The following summarizes inventory committed to a customer and uncommitted inventory balances for processed tobacco:

	March 31,
(in millions)	~~2024~~2025		~~2023~~2024
Committed	$	~~570~~482.48	$	~~479~~570.4
Uncommitted	147.96		1914.09
Total processed tobacco	$	~~585~~490.34	$	~~498~~585.43

Processed tobacco ~~increased~~decreased $8694.9 million, or 1716.52%, to $~~585~~490.34 million as of March 31, ~~2024~~2025 from $~~498~~585.43 million as of March 31, ~~2023~~2024 primarily due to ~~higher~~the ~~tobacco~~weather ~~prices~~effects of El Niño resulting in shorter crops in South America and ~~the~~certain ~~timing~~markets ofin Africa and accelerated shipments from Africa in the three months ended March 31, 2025 of the type that occurred in the prior year in the three months ended June 30, 2024. Uncommitted ~~inventories~~levels ~~remain~~of atprocessed ~~low~~tobacco ~~levels~~remain low as undersupply conditions persist in the global tobacco market. See "Note 1. Basis of Presentation and Summary of Significant Accounting Policies" and "Note 98. Inventories, Net" to the "Notes to Consolidated Financial Statements" for additional information.

Sources and Uses of Cash

We have typically financed our ~~non-U.S.~~foreign tobacco operations with committed and uncommitted short-term ~~foreign~~ seasonal lines of credit. These ~~foreign~~ lines of credit are generally seasonal in nature, normally extending for a term of 180 to 365 days, corresponding to the tobacco crop cycle in that market. ~~These~~For ~~short-term foreign seasonal lines of credit are typically~~ uncommitted ~~and~~facilities, ~~provide~~the lenders have the right to cease making loans and demand repayment of loans. These short-term ~~foreign~~ seasonal lines of credit are typically renewed at the outset of each tobacco season. We maintain various other financing arrangements to meet the cash requirements of our businesses. See "Note 1715. Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information.

We utilize capital in excess of cash flow from operations to finance accounts receivable, inventory, and advances to tobacco suppliers in foreign countries. In addition, we may periodically elect to purchase, redeem, repay, retire, or cancel indebtedness prior to stated maturity under our various ~~foreign~~seasonal credit lines.

As of March 31, ~~2024~~2025, our cash, cash equivalents, and restricted cash was $9985.85 million, of which $6849.63 million was held in foreign jurisdictions ~~and~~for non-U.S. working capital needs, a majority of which is subject to exchange controls and a portion of which is subject to tax consequences ~~that~~upon repatriation, which could limit our ability to fully repatriate these funds. Fluctuation of the U.S. dollar versus many of the currencies in which we incur costs may have an impact on our working capital requirements. We will continue to monitor and hedge foreign currency costs, as needed.

The following summarizes the sources and uses of our cash flows:

	Years Ended March 31,
(in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income (loss)	$	316.25	$	~~(38~~3.2)	$	(8238.12)
Trade and other receivables	(~~167~~208.64)		(~~111~~167.96)		(~~261~~111.9)
Inventories and advances to tobacco suppliers	(136.0)		(21.1)		(31.5)
Inventories and advances to suppliers	156.3		(136.0)		(21.1)
Payables and accrued expenses	17(49.52)		517.15		595.31
Advances from customers	5545.39		~~(10~~55.7)3		41(10.27)
Other	1225.65		3912.06		7639.20
Net cash used in operating activities	$	(~~215~~13.04)	$	(~~137~~215.80)	$	(~~198~~137.8)
Collections from beneficial interests in securitized trade receivables	~~175~~188.93		~~165~~175.39		~~189~~165.43
Other	(1617.57)		(1016.45)		(810.24)
Net cash provided by investing activities	$	~~159~~170.46	$	~~154~~159.94	$	~~181~~154.29
Net proceeds from short-term borrowings	122.5		5.2		9.2
Net (repayments) proceeds from short-term borrowings	(102.6)		122.5		5.2
Net (repayment of) proceeds from long-term borrowings	(60.3)		0.2		(1.4)
Net (repayments) proceeds from long-term borrowings	(55.8)		(60.3)		0.2
Net (repayment of) proceeds from revolving loan facilities	(25.0)		(65.0)		21.9
Net (repayments) from revolving loan facilities	—		(25.0)		(65.0)
Other	(118.69)		(2311.46)		93(23.64)
Net cash provided by (used in) financing activities	$	25.6	$	(83.0)	$	123.3
Net cash (used in) provided by financing activities	$	(167.3)	$	25.6	$	(83.0)
Effect of exchange rate changes on cash	(94.2)		3(9.52)		(23.1)5
(Decrease) increase in cash, cash equivalents, and restricted cash*	$	(39.1)	$	(62.4)	$	103.6
Decrease in cash, cash equivalents, and restricted cash*	$	(14.2)	$	(39.1)	$	(62.4)
*Amounts may not equal totals due to rounding.

The change in cash, cash equivalents, and restricted cash ~~increased $23.3 million~~ for the fiscal year ended March 31, ~~2024~~2025 compared to the fiscal year ended March 31, ~~2023~~2024 increased by $24.9 million. The increase was primarily ~~from~~due ~~higher~~to ~~borrowings~~a onreduction ~~foreign~~in ~~seasonal~~inventory ~~lines~~from the weather effects of ~~credit~~El ~~for~~Niño ~~purchases~~resulting ofin ~~more~~shorter ~~expensive~~crops ~~green~~in ~~tobacco~~South America and ancertain ~~increase~~markets in ~~collections~~Africa and accelerated shipments from ~~beneficial~~Africa ~~interests~~in ~~due~~the tothree ~~higher~~months ~~sales~~ended March 31, 2025 of the type that occurred in the ~~current~~prior year in the three months ended June 30, 2024. ~~These~~This ~~increases~~increase ~~were~~was partially offset by higher repayments on seasonal lines of credit for purchases of more expensive green tobacco, the repurchase of certain long-term debt, and the ~~pay~~repayment ~~down~~ of the ~~ABL~~10.0% ~~Credit~~Notes ~~Facility~~due at2024 ~~March 31,~~upon ~~2024~~maturity.

Cash Paid for Income Taxes, net

Excluding cash paid for income taxes of $12.5 million related to the debt exchange transactions in the prior fiscal year, cash paid for income taxes, net increased for the fiscal year ended March 31, 2025 to $31.1 million compared to $22.5 million for fiscal year ended March 31, 2024. This increase was primarily due to multi-year tax settlements in Africa and an increase in income before income taxes, partially offset by deferred payments in North America.

Planned Capital Expenditures

We are estimating $3026.31 million in capital investments for fiscal ~~2025,~~2026 ~~which includes expenditures expected to be funded through government assistance,~~ for routine replacement of equipment, as well as investments in assets ~~that~~to enhance our sustainability efforts or increase efficiencies, which we believe will add value to ~~the~~our ~~customer or increase efficiency~~customers.

Securitized Receivables

We sell trade receivables to unaffiliated financial institutions under multiple revolving trade accounts receivable securitization facilities. Under ~~the~~two ~~first~~of ~~and~~the ~~second~~ programs, we receive a discount from the face value of the receivable sold, less contractual dilutions which limit the amount that may be outstanding from any one particular customer and insurance reserves that also have the effect of limiting the risk attributable to any one customer. Our beneficial interests in these two facilities are subordinate to the purchaser of the receivables. Under the other programs, we receive an amount equal to the face value of the receivable sold, less a discount rate tied to a benchmark rate, which varies based on the invoice currency. See "Note 16. Securitized Receivables" to the "Notes to Consolidated Financial Statements" for additional information.

3132

dilutions which limit the amount that may be outstanding from any one particular customer and insurance reserves that also have the effect of limiting the risk attributable to any one customer. Our beneficial interests in the first and second facilities is subordinate to the purchaser of the receivables. Under the third and fourth programs, we receive an amount equal to the face value of the receivable sold, less a discount rate tied to a benchmark rate, which varies based on the invoice currency. See "Note 18. Securitized Receivables" to the "Notes to Consolidated Financial Statements" for additional information.

Aggregate Contractual Obligations and Commitments

The following summarizes our contractual obligations and other commercial commitments as of March 31, ~~2024~~2025:

			Payments / Expirations by Fiscal Year
(in millions)	Total		~~2025~~2026		Years ~~2026-~~2027-2028		Years ~~2028-~~2029-2030		After ~~2029~~2030
Long-Term Debt Obligations (1)	$	497.7	$	—	$	0.1	$	497.6	$	—
Long-Term Debt Obligations	$	454.9	$	—	$	454.9	$	—	$	—
Short-Term Debt Obligations (2)	519.6		519.6		—		—		—
Short-Term Debt Obligations(1)	395.0		395.0		—		—		—
Interest on Debt Obligations (3)	225.8		60.8		120.2		44.8		—
Interest on Debt Obligations(2)	144.1		52.3		91.8		—		—
Pension and Postretirement Obligations	5852.74		65.5		1110.85		1110.53		2826.91
Operating Lease Obligations	5039.42		12.71		1713.58		106.04		106.29
Tobacco and Other Purchase Obligations	~~576~~770.17		~~576~~770.17		—		—		—
Amounts Guaranteed for Tobacco Suppliers	97110.47		97110.47		—		—		—
Total Contractual Obligations and Other Commercial Commitments	$	21,~~025~~967.70	$	1,~~273~~346.13	$	~~149~~571.60	$	~~563~~16.97	$	3933.10
(1) On May 31, 2024, the Company paid approximately $9.4 million to retire approximately $10.3 million of aggregate principal amount of the Pyxus Term Loans, and included payment for accrued and unpaid interest through the day prior to payment. The Pyxus Term Loans are included within long-term debt obligation as of March 31, 2024.
(1) Short-term debt obligations consist of our seasonal credit lines.
(2) Short-term debt obligations consist of the current portion of long-term debt and our seasonal foreign credit lines.
(2) Interest obligations includes interest for long-term debt, including indebtedness under the ABL Credit Facility. The projected interest includes both fixed and variable rate debt. The variable rate used in the projections is the rate that was being charged on our variable rate debt as of March 31, 2025.
(3) Interest obligations includes interest for long-term debt, including indebtedness under the ABL Credit Facility. The projected interest includes both fixed and variable rate debt. The variable rate used in the projections is the rate that was being charged on our variable rate debt as of March 31, 2024. In conjunction with the May 31, 2024 Pyxus Term Loans debt retirement, approximately $0.3 million represented payment for accrued and unpaid interest.

Tobacco and Other Purchase Obligations

Tobacco purchase obligations result from contracts with suppliers, ~~primarily in Africa, Europe, North America, and South America,~~ to buy either specified quantities of tobacco or the supplier’s total tobacco production. Amounts shown as tobacco purchase obligations are estimates based on projected purchase prices of the future crop tobacco. Payment of these obligations is net of our advances to these suppliers. Our tobacco purchase obligations do not exceed our projected requirements over the related terms and are in the normal course of business. Other purchase obligations consist primarily of purchase commitments of agricultural material. Tobacco and other purchase obligations ~~decreased~~increased $82194.5 6 million, or ~~12.5~~34%, from $~~658~~576.61 million to $~~576~~770.17 million primarily due to ahigher ~~shift~~estimated involumes ~~jurisdictional~~from ~~mix~~Africa ofand ~~inventory, driven by the impact of El Nino in~~ South America.

Amounts Guaranteed for Tobacco Suppliers

In Africa and South America, we provide guarantees to ensure financing is available to our tobacco suppliers. In the event these suppliers should default, we would be responsible for repayment of the funds provided to these suppliers. We also provide guarantees for the financing of certain unconsolidated subsidiaries in Asia and South America. See "Note 1917. Guarantees" to the "Notes to Consolidated Financial Statements" for additional information.

Tax and Repatriation Matters

We are subject to income tax laws in the countries in which we do business through wholly owned subsidiaries and through affiliates. We regularly evaluate the status of the accumulated unremitted earnings of each of our foreign subsidiaries. Our ability to repatriate unremitted foreign earnings may be limited by local legal restrictions and foreign exchange controls in certain jurisdictions in which we operate. If the undistributed earnings are needed in the U.S., we may be required to pay state income and/or foreign local withholding taxes upon repatriation. We provide deferred income taxes, net of creditable foreign taxes, if applicable, on earnings that are not indefinitely invested. See "Note 65. Income Taxes" to the "Notes to Consolidated Financial Statements" for additional information.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in accordance with U.S. GAAP requires the use of estimates and assumptions that have an impact on the reported amounts of assets, liabilities, revenues, expenses, and the disclosure of contingent assets and liabilities. Management considers an accounting estimate critical if it: (i) requires us to make judgments Overview

32The preparation of financial statements and related disclosures in accordance with U.S. GAAP requires the use of estimates and assumptions that have an impact on the reported amounts of assets, liabilities, revenues, expenses, and the disclosure of contingent assets and liabilities. Management considers an accounting estimate critical if it: (i) requires us to make judgments and estimates about matters that are inherently uncertain, (ii) it is important to an understanding of our financial condition or operating results, and (iii) has a material impact to the financial statements.

and estimates about matters that are inherently uncertain, (ii) it is important to an understanding of our financial condition or operating results, and (iii) has a material impact to the financial statements.

We base our estimates on currently available information, historical experience, and various other assumptions we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates. Management has discussed the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of the Board of Directors.

Management believes the following accounting estimates are most critical to our business operations and to an understanding of our financial condition and results of operations and reflect the more significant estimates and assumptions used in the preparation of our consolidated financial statements.

Income Taxes

Our annual effective income tax rate is based on our jurisdictional mix of pretax income, statutory tax rates, exchange rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Tax laws are complex, subject to change, and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax positions including evaluating uncertainties under ASC 740. We record unrecognized tax benefits in multiple jurisdictions and evaluate the future potential outcomes of tax positions, based upon our interpretation of the country-specific tax law, and the likelihood of future settlement. We review our tax positions quarterly and adjust the balances as new information becomes available.

Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise from temporary differences between the financial reporting and tax bases of assets and liabilities and from net operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions by assessing the impact from changes in or issuance of new tax law and the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income inherently rely on estimates. To provide insight, we use our historical experience along with our short and long-range business forecasts. In addition, we ~~make~~adjust ~~adjustments to~~ historical data for objectively verifiable information where appropriate.

We believe it is more likely than not that a portion of the deferred income tax assets may expire as unused and have established a valuation allowance against them. Although realization is not assured for the remaining deferred income tax assets, we believe it is more likely than not such remaining deferred tax assets will be fully recoverable within the applicable statutory expiration periods. However, deferred tax assets could be reduced in the near term if estimates of taxable income are significantly reduced, or available tax planning strategies are no longer viable. See "Note 65. Income Taxes" to the "Notes to Consolidated Financial Statements" for additional information.

Pensions and Postretirement Health Care and Life Insurance Benefits

The valuation of our pension and other postretirement health care and life insurance plans requires the use of assumptions and estimates that are used to develop actuarial valuations of expenses, assets, and liabilities. These assumptions include discount rates, investment returns, projected salary increases, benefits, and mortality rates. The significant assumptions used in the calculation of pension and postretirement obligations are:

•Discount rate: The discount rate is based on investment yields available at the measurement date on high-quality fixed income obligations, such as those included in the Moody’s Aa bond index.

•Salary increase assumption: The salary increase assumption reflects our expectations with respect to long-term salary increases of our workforce. Historical pay increases, expectations for the future, and anticipated inflation and promotion rates are considered in developing this assumption.

•Cash balance crediting rate: Interest is credited on cash balance accounts based on the yield on one-year Treasury Constant Maturities plus 1%. The assumed crediting rate thus considers the discount rate, current treasury rates, current inflation rates, and expectations for the future.

•Mortality rates: Mortality rates are based on gender-distinct group annuity mortality tables.

•Expected return on plan assets: The expected return reflects asset allocations, investment strategy, and our historical actual returns.

•Termination and retirement rates: Termination and retirement rates are based on standard tables reflecting past experience and anticipated future experience under the plan. No early retirement rates are used since benefits provided are actuarially equivalent and there are not early retirement subsidies in the plan.

•Inflation: The inflation assumption is based on an evaluation of external market indicators, including real gross domestic product growth and central bank inflation targets.

•Expected contributions: The expected amount and timing of contributions are based on an assessment of minimum requirements, cash availability, and other considerations (e.g., funded status, avoidance of regulatory premiums, and levies, and tax efficiency).

•Health care cost trends: The health care cost trend assumptions are developed based on historical cost data, the near-term outlook, and an assessment of likely long-term trends.

Assumptions are set at each year end and are generally not changed during the year unless there is a major plan event such as a curtailment or settlement that would trigger a plan remeasurement.

Management periodically reviews actual demographic experience as it compares to the actuarial assumptions. Changes in assumptions are made if there are significant deviations or if future expectations change significantly. The Company terminated one of its defined benefit pension plans in the United Kingdom ("U.K. Pension Plan") during the year ended March ~~31,~~ ~~2024. Based upon anticipated changes in assumptions, excluding the termination of the U.K. Pension Plan, pension and postretirement expense for the year ending March~~ 31, ~~2025 is expected to be consistent with the year ended March 31,~~ 2024. ~~The contribution to our employee benefit plans during the year ended March 31, 2024 was $4.4 million and is expected to be $4.9 million in fiscal 2025.~~

Based upon anticipated changes in assumptions, pension and postretirement expense for the year ending March 31, 2026 is expected to be consistent with the year ended March 31, 2025. The contribution to our employee benefit plans during the year ended March 31, 2025 was $4.4 million and is expected to be $4.5 million in fiscal 2026.

The effect of actual results differing from our assumptions are accumulated and amortized over future periods. Changes in other assumptions and future investment returns could potentially have a material impact on our pension and postretirement expenses and related funding requirements. The effect of a change in certain assumptions is shown below:

(in thousands)	Estimated Change in ProjectedBenefit Obligation Increase (Decrease)		Estimated Change in Annual Expense Increase (Decrease)
Change in Assumption (Pension and Postretirement Plans)
1% increase in discount rate	$	(4,~~773~~347)	$	(~~131~~132)
1% decrease in discount rate	$	54,~~417~~752	$	~~190~~105
1% increase in salary increase assumption	$	~~179~~142	$	6539
1% decrease in salary increase assumption	$	(~~165~~133)	$	(6137)
1% increase in rate of return on assets			$	(~~216~~219)
1% decrease in rate of return on assets			$	~~216~~219

Changes in assumptions for other postretirement benefits are no longer applicable as the benefit is capped and no longer subject to inflation. See "Note 2220. Pension and Other Postretirement Benefits" to the "Notes to Consolidated Financial Statements" for additional information.

Recent Accounting Pronouncements Not Yet Adopted

Information with respect to recent accounting pronouncements not yet adopted is included in "Note 2. New Accounting Standards" to the "Notes to Consolidated Financial Statements," which information is incorporated by reference herein.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Derivatives policies

Hedging foreign exchange exposure using forward contracts are specifically contemplated to manage risk in accordance with management's policies and reduce the risks inherent in currency fluctuations. We do not utilize derivatives for speculative purposes or enter into market risk sensitive instruments for trading purposes. Derivatives are transaction specific such that a specific contract or invoice determines the amount, maturity, and other specifics of the hedge.

Foreign exchange rates

Our ~~business~~sales istransactions are generally conducted in USD, as is the business of the tobacco industry ~~as a whole~~. However, local country operating costs, including the purchasing and processing costs for tobaccos, are subject to the effects of exchange fluctuations of the local currency against the USD. We attempt to minimize such currency risks by matching the timing of our working capital borrowing needs against the tobacco purchasing and processing funds requirements in the currency of the country where the tobacco is grown. Also, in some cases, our sales pricing arrangements with our customers allow adjustments for the effect of currency exchange fluctuations on local purchasing and processing costs. Fluctuations in the value of foreign currencies can significantly affect our operating results. In our cost of goods and services sold, we have recognized exchange losses of $36.70 million, $53.27 million, and $25.72 million for the years ended March 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. We recognized exchange (losses) ~~and gains~~ of $(01.1) million, $(10.8)1 million, and $21.68 million related to tax balances in our tax expense for the years ended March 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. In addition, foreign currency fluctuations in the Euro and Pound Sterling can significantly impact the currency translation adjustment component of accumulated other comprehensive income. We recognized (Ulosses) gains of $(0.K.4) million, $0.7 million, and $1.7 million for the years ended March 31, 2025, 2024, and 2023, respectively, as a result of fluctuations in these currencies.

34Our consolidated SG&A expenses denominated in foreign currencies are subject to translation risks from currency exchange fluctuations. These foreign denominated expenses accounted for approximately $35.9 million, or 20.0%, of our total SG&A expenses for the year ended March 31, 2025. A 10% change in the value of the USD relative to those currencies would have caused the reported value of those expenses to increase or decrease by approximately $3.6 million.

~~Sterling~~35 can significantly impact the currency translation adjustment component of accumulated other comprehensive income. We recognized gains (losses) of $0.7 million, $1.7 million, and $(4.2) million for the years ended March 31, 2024, 2023, and 2022, respectively, as a result of fluctuations in these currencies.

Our consolidated SG&A expenses denominated in foreign currencies are subject to translation risks from currency exchange fluctuations. These foreign denominated expenses accounted for approximately $35.5 million, or 22.1%, of our total SG&A expenses for the year ended March 31, 2024. A 10% change in the value of the USD relative to those currencies would have caused the reported value of those expenses to increase or decrease by approximately $3.5 million.

Interest rates

We manage our exposure to interest rate risk through the proportion of fixed rate and variable rate debt in our total debt portfolio. A 1% change in variable interest rates would have increased or decreased our reported interest cost for the year ended March 31, ~~2024~~2025 by approximately $9.07 million. A substantial portion of our borrowings are denominated in USD and bear interest at commonly quoted rates.

Item 8. Financial Statements and Supplementary Data

Table of Contents
			Page No.
Consolidated Statements of Operations			3638
Consolidated Statements of Comprehensive Income (Loss)			3739
Consolidated Balance Sheets			3840
Consolidated Statements of Stockholders' Equity			3941
Consolidated Statements of Cash Flows			4042
Notes to Consolidated Financial Statements			4143
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			8183

3537

Pyxus International, Inc. and Subsidiaries

Consolidated Statements of Operations

	Years Ended March 31,
(in thousands, except per share data)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Sales and other operating revenues	$	2,~~032~~481,~~559~~260	$	12,~~914~~032,~~881~~559	$	1,~~639~~914,~~862~~881
Cost of goods and services sold	12,~~720~~138,~~224~~276		1,~~653~~720,~~864~~224		1,~~412~~653,~~805~~864
Gross profit	~~312~~342,~~335~~984		~~261~~312,~~017~~335		~~227~~261,~~057~~017
Selling, general, and administrative expenses	~~160~~170,~~910~~998		~~151~~160,~~531~~910		~~142~~151,~~021~~531
Other expense, net	916,~~439~~410		119,~~023~~439		311,~~102~~023
Restructuring and asset impairment charges	42,~~799~~259		4,~~685~~799		84,~~031~~685
Goodwill impairment	—		—		32,186
Operating income	153,317		137,187		93,778
Operating income	137,187		93,778		41,717
Gain on debt retirement	8,178		15,914		—
Loss on deconsolidation/disposition of subsidiaries	—		~~648~~—		~~10,701~~648
Loss on pension settlement	~~12,008~~—		212,~~588~~008		—2,588
(Gain) loss on debt retirement	(15,914)		—		1,997
Interest expense, net	128,041		125,620		113,164
Interest expense, net	125,620		113,164		108,383
Income (loss) before income taxes and other items	33,454		15,473		(22,622)
Income (loss) before income taxes and other items	15,473		(22,622)		(79,364)
Income tax expense	25,053		27,281		34,127
Income tax expense	27,281		34,127		12,640
Income from unconsolidated affiliates, net	8,132		14,992		18,512
Income from unconsolidated affiliates, net	14,992		18,512		9,950
Net income (loss)	16,533		3,184		(38,237)
Net income (loss)	3,184		(38,237)		(82,054)
Net income attributable to noncontrolling interests	1,367		521		904
Net income attributable to noncontrolling interests	521		904		65
Net income (loss) attributable to Pyxus International, Inc.	$	15,166	$	2,663	$	(39,141)
Net income (loss) attributable to Pyxus International, Inc.	$	2,663	$	(39,141)	$	(82,119)
Earnings (loss) per share:
Basic and diluted	$	0.11	$	(1.57)	$	(3.28)
Basic	$	0.59	$	0.11	$	(1.57)
Diluted	$	0.59	$	0.11	$	(1.57)
Weighted average number of shares outstanding:
Basic and diluted	25,000		25,000		25,000
Basic	25,643		25,000		25,000
Diluted	25,667		25,000		25,000
See "Notes to Consolidated Financial Statements"

3638

Pyxus International, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

	Years Ended March 31,
(in thousands)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income (loss)	$	316,~~184~~533	$	~~(38~~3,~~237)~~184	$	(8238,~~054~~237)
Other comprehensive income (loss), net of tax:
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	~~700~~(353)		~~2,481~~700		(42,~~224)~~481
Pension and other postretirement benefit plans	~~4,419~~(250)		24,~~044~~419		52,~~777~~044
Cash flow hedges	~~(2,860)~~132		(2,~~777~~860)		8(2,~~974~~777)
Total other comprehensive income, net of tax	2,259		1,748		10,527
Total other comprehensive (loss) income, net of tax	(471)		2,259		1,748
Total comprehensive income (loss)	516,~~443~~062		~~(36~~5,~~489)~~443		(7136,~~527~~489)
Comprehensive income attributable to noncontrolling interests	~~509~~1,367		~~941~~509		55941
Comprehensive income (loss) attributable to Pyxus International, Inc.	$	414,~~934~~695	$	~~(37~~4,~~430)~~934	$	(7137,~~582~~430)
See "Notes to Consolidated Financial Statements"

3739

Pyxus International, Inc. and Subsidiaries

Consolidated Balance Sheets

	March 31,
(in thousands)	~~2024~~2025		~~2023~~2024
Assets
Current assets
Cash and cash equivalents	$	9278,~~569~~254	$	~~136~~92,~~733~~569
Restricted cash	7,~~224~~290		27,~~176~~224
Trade receivables, net	~~168~~189,~~764~~239		~~185~~168,~~351~~764
Other receivables	1815,~~704~~040		1718,~~387~~704
Inventories, net	~~931~~761,~~654~~951		~~775~~931,~~071~~654
Advances to suppliers, net	2030,~~397~~745		4220,~~305~~397
Recoverable income taxes	46,~~455~~616		54,~~815~~455
Prepaid expenses	5047,~~185~~151		3750,~~555~~185
Other current assets	1621,~~254~~874		1816,~~172~~254
Total current assets	1,~~310~~158,~~206~~160		1,~~220~~310,~~565~~206
Investments in unconsolidated affiliates	~~101~~96,~~255~~928		~~100~~101,~~750~~255
Intangible assets, net	3328,~~879~~507		3833,~~572~~879
Deferred income taxes, net	713,~~196~~567		67,~~662~~196
Long-term recoverable income taxes	25,~~963~~669		2,~~863~~963
Other noncurrent assets	3233,~~617~~094		4332,~~761~~617
Right-of-use assets	3529,~~639~~742		35,~~892~~639
Property, plant, and equipment, net	~~134~~138,~~158~~176		~~133~~134,~~398~~158
Total assets	$	1,~~657~~503,~~913~~843	$	1,~~582~~657,~~463~~913
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable	$	~~499~~395,~~312~~030	$	~~382~~499,~~544~~312
Accounts payable	~~181~~132,~~247~~871		~~170~~181,~~287~~247
Advances from customers	90135,~~719~~607		4290,~~472~~719
Accrued expenses and other current liabilities	9690,~~954~~912		9296,~~693~~954
Income taxes payable	811,~~539~~001		188,~~264~~539
Operating leases payable	8,~~100~~514		8,~~723~~100
Current portion of long-term debt	~~20,294~~12		7520,294
Total current liabilities	~~905~~773,~~165~~947		~~715~~905,~~058~~165
Long-term taxes payable	25,~~678~~187		42,~~978~~678
Long-term debt	~~497~~454,~~734~~850		~~618~~497,~~430~~734
Deferred income taxes	78,~~934~~818		97,~~900~~934
Liability for unrecognized tax benefits	1718,~~742~~635		1417,~~175~~742
Long-term leases	2619,~~136~~584		2526,~~581~~136
Pension, postretirement, and other long-term liabilities	5357,~~701~~052		5253,~~511~~701
Total liabilities	~~1,511,090~~$	1,338,073	~~1,440,633~~$	1,511,090
Commitments and contingencies
Stockholders’ equity
Common stock—no par value:
Authorized shares (250,000 for all periods)
Issued and outstanding shares (25,000 for all periods)	389,789		390,290
Issued and outstanding shares (24,608 and 25,000 as of March 31, 2025 and 2024, respectively)	$	392,899	$	389,789
Retained deficit	(~~255~~240,~~291~~125)		(~~257~~255,~~954~~291)
Accumulated other comprehensive income	7,~~786~~315		57,~~515~~786
Total stockholders’ equity of Pyxus International, Inc.	~~142~~160,~~284~~089		~~137~~142,~~851~~284
Noncontrolling interests	45,~~539~~681		34,~~979~~539
Total stockholders' equity	~~146~~165,~~823~~770		~~141~~146,~~830~~823
Total liabilities and stockholders' equity	$	1,~~657~~503,~~913~~843	$	1,~~582~~657,~~463~~913
See "Notes to Consolidated Financial Statements"

3840

Pyxus International, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

	Attributable to Pyxus International, Inc.
					Accumulated Other Comprehensive Income (Loss)
					Accumulated Other Comprehensive Income
(in thousands)	CommonStock		RetainedDeficit		CurrencyTranslationAdjustment		Pensions,Net of Tax		Derivatives,Net of Tax		NoncontrollingInterests		TotalStockholders’Equity
Balance, March 31, 2023	$	390,290	$	(257,954)	$	(6,392)	$	8,335	$	3,572	$	3,979	$	141,830
Net income (loss)	—		804		—		—		—		(34)		770
Other comprehensive income, net of tax	—		—		707		—		862		—		1,569
Balance, June 30, 2023	$	390,290	$	(257,150)	$	(5,685)	$	8,335	$	4,434	$	3,945	$	144,169
Net income (loss)	—		8,095		—		—		—		(199)		7,896
Other	—		—		—		—		—		493		493
Other comprehensive loss, net of tax	—		—		(1,545)		—		(1,000)		—		(2,545)
Balance, September 30, 2023	$	390,290	$	(249,055)	$	(7,230)	$	8,335	$	3,434	$	4,239	$	150,013
Net income	—		3,835		—		—		—		344		4,179
Other	(501)		—		—		—		—		8		(493)
Dividends paid	—		—		—		—		—		(450)		(450)
Other comprehensive income (loss), net of tax	—		—		2,185		3,511		(1,288)		—		4,408
Balance, December 31, 2023	$	389,789	$	(245,220)	$	(5,045)	$	11,846	$	2,146	$	4,141	$	157,657
Net (loss) income	—		(10,071)		—		—		—		410		(9,661)
Other comprehensive (loss) income, net of tax	—		—		(647)		920		(1,434)		(12)		(1,173)
Balance, March 31, 2024	$	389,789	$	(255,291)	$	(5,692)	$	12,766	$	712	$	4,539	$	146,823
Net income	—		4,642		—		—		—		310		4,952
Equity-based compensation	3,031		—		—		—		—		—		3,031
Other comprehensive income (loss), net of tax	—		—		543		—		(2,237)		—		(1,694)
Balance, June 30, 2024	$	392,820	$	(250,649)	$	(5,149)	$	12,766	$	(1,525)	$	4,849	$	153,112
Net loss	—		(3,227)		—		—		—		(46)		(3,273)
Dividends	—		—		—		—		—		(225)		(225)
Equity-based compensation	601		—		—		—		—		—		601
Share repurchases	(1,000)		—		—		—		—		—		(1,000)
Other comprehensive income, net of tax	—		—		278		—		1,266		—		1,544
Balance, September 30, 2024	$	392,421	$	(253,876)	$	(4,871)	$	12,766	$	(259)	$	4,578	$	150,759
Net income	—		18,898		—		—		—		512		19,410
Equity-based compensation	267		—		—		—		—		—		267
Other comprehensive loss, net of tax	—		—		(976)		—		(2,453)		—		(3,429)
Balance, December 31, 2024	$	392,688	$	(234,978)	$	(5,847)	$	12,766	$	(2,712)	$	5,090	$	167,007
Net (loss) income	—		(5,147)		—		—		—		591		(4,556)
Equity-based compensation	211		—		—		—		—		—		211
Other comprehensive (loss) income, net of tax	—		—		(198)		(250)		3,556		—		3,108
Balance, March 31, 2025	$	392,899	$	(240,125)	$	(6,045)	$	12,516	$	844	$	5,681	$	165,770
See "Notes to Consolidated Financial Statements"

Pyxus International, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity (continued)

	Attributable to Pyxus International, Inc.
					Accumulated Other Comprehensive Income (Loss)
					Accumulated Other Comprehensive Income
(in thousands)	CommonStock		RetainedDeficit		CurrencyTranslationAdjustment		Pensions,Net of Tax		Derivatives,Net of Tax		NoncontrollingInterests		TotalStockholders’Equity
Balance, March 31, 2022	$	390,290	$	(218,813)	$	(8,873)	$	6,328	$	6,349	$	6,090	$	181,371
Net (loss) income	—		(14,663)		—		—		—		158		(14,505)
Other	—		—								(3,052)		(3,052)
Other comprehensive income (loss), net of tax	—		—		947		—		(1,503)		—		(556)
Balance, June 30, 2022	$	390,290	$	(233,476)	$	(7,926)	$	6,328	$	4,846	$	3,196	$	163,258
Net loss	—		(1,537)		—		—		—		(13)		(1,550)
Other comprehensive loss, net of tax	—		—		(4,801)		(1,562)		(1,768)		—		(8,131)
Balance, September 30, 2022	$	390,290	$	(235,013)	$	(12,727)	$	4,766	$	3,078	$	3,183	$	153,577
Net (loss) income	—		(2,333)		—		—		—		96		(2,237)
Other comprehensive income (loss), net of tax	—		—		4,855		(78)		(371)		—		4,406
Balance, December 31, 2022	$	390,290	$	(237,346)	$	(7,872)	$	4,688	$	2,707	$	3,279	$	155,746
Net (loss) income	—		(20,608)		—		—		—		663		(19,945)
Other comprehensive income, net of tax	—		—		1,480		3,647		865		37		6,029
Balance, March 31, 2023	$	390,290	$	(257,954)	$	(6,392)	$	8,335	$	3,572	$	3,979	$	141,830
Net income (loss)	—		804		—		—		—		(34)		770
Other comprehensive income, net of tax	—		—		707		—		862		—		1,569
Balance, June 30, 2023	$	390,290	$	(257,150)	$	(5,685)	$	8,335	$	4,434	$	3,945	$	144,169
Net income (loss)	—		8,095		—		—		—		(199)		7,896
Other	—		—		—		—		—		493		493
Other comprehensive loss, net of tax	—		—		(1,545)		—		(1,000)		—		(2,545)
Balance, September 30, 2023	$	390,290	$	(249,055)	$	(7,230)	$	8,335	$	3,434	$	4,239	$	150,013
Net income	—		3,835		—		—		—		344		4,179
Other	(501)		—		—		—		—		8		(493)
Dividends	—		—		—		—		—		(450)		(450)
Other comprehensive income (loss), net of tax	—		—		2,185		3,511		(1,288)		—		4,408
Balance, December 31, 2023	$	389,789	$	(245,220)	$	(5,045)	$	11,846	$	2,146	$	4,141	$	157,657
Net (loss) income	—		(10,071)		—		—		—		410		(9,661)
Other comprehensive (loss) income, net of tax	—		—		(647)		920		(1,434)		(12)		(1,173)
Balance, March 31, 2024	$	389,789	$	(255,291)	$	(5,692)	$	12,766	$	712	$	4,539	$	146,823
See "Notes to Consolidated Financial Statements"

Pyxus International, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity (continued)

	Attributable to Pyxus International, Inc.
					Accumulated Other Comprehensive Income (Loss)
(in thousands)	CommonStock		RetainedDeficit		CurrencyTranslationAdjustment		Pensions,Net of Tax		Derivatives,Net of Tax		NoncontrollingInterest		TotalStockholders’Equity
Balance, March 31, 2021	$	391,089	$	(136,686)	$	(4,649)	$	541	$	(2,625)	$	6,270	$	253,940
Net loss	—		(11,508)		—		—		—		(120)		(11,628)
Other	—		(8)								8		—
Other comprehensive income, net of tax	—		—		689		—		4,328		—		5,017
Balance, June 30, 2021	$	391,089	$	(148,202)	$	(3,960)	$	541	$	1,703	$	6,158	$	247,329
Net loss	—		(9,681)		—		—		—		(342)		(10,023)
Other	—		—		—		—		—		(88)		(88)
Other comprehensive loss, net of tax	—		—		(1,591)		(512)		(2,896)		—		(4,999)
Balance, September 30, 2021	$	391,089	$	(157,883)	$	(5,551)	$	29	$	(1,193)	$	5,728	$	232,219
Net (loss) income	—		(30,100)		—		—		—		43		(30,057)
Other	(799)		—		—		—		—		(155)		(954)
Other comprehensive loss, net of tax	—		—		(1,753)		(35)		(1,550)		—		(3,338)
Balance, December 31, 2021	$	390,290	$	(187,983)	$	(7,304)	$	(6)	$	(2,743)	$	5,616	$	197,870
Net (loss) income	—		(30,830)		—		—		—		484		(30,346)
Other comprehensive (loss) income, net of tax	—		—		(1,569)		6,334		9,092		(10)		13,847
Balance, March 31, 2022	$	390,290	$	(218,813)	$	(8,873)	$	6,328	$	6,349	$	6,090	$	181,371
Net (loss) income	—		(14,663)		—		—		—		158		(14,505)
Other	—		—		—		—		—		(3,052)		(3,052)
Other comprehensive income (loss), net of tax	—		—		947		—		(1,503)		—		(556)
Balance, June 30, 2022	$	390,290	$	(233,476)	$	(7,926)	$	6,328	$	4,846	$	3,196	$	163,258
Net loss	—		(1,537)		—		—		—		(13)		(1,550)
Other comprehensive loss, net of tax	—		—		(4,801)		(1,562)		(1,768)		—		(8,131)
Balance, September 30, 2022	$	390,290	$	(235,013)	$	(12,727)	$	4,766	$	3,078	$	3,183	$	153,577
Net (loss) income	—		(2,333)		—		—		—		96		(2,237)
Other comprehensive income (loss), net of tax	—		—		4,855		(78)		(371)		—		4,406
Balance, December 31, 2022	$	390,290	$	(237,346)	$	(7,872)	$	4,688	$	2,707	$	3,279	$	155,746
Net (loss) income	—		(20,608)		—		—		—		663		(19,945)
Other comprehensive income, net of tax	—		—		1,480		3,647		865		37		6,029
Balance, March 31, 2023	$	390,290	$	(257,954)	$	(6,392)	$	8,335	$	3,572	$	3,979	$	141,830
See "Notes to Consolidated Financial Statements"

3941

Pyxus International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	Years Ended March 31,
(in thousands)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Operating activities:
Net income (loss)	$	316,~~184~~533	$	~~(38~~3,~~237)~~184	$	(8238,~~054~~237)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	1920,~~250~~334		19,~~137~~250		1619,~~676~~137
Debt amortization/interest	811,~~559~~235		188,~~466~~559		2218,~~639~~466
(Gain) loss on debt retirement	(15,914)		—		1,512
Gain on debt retirement	(8,178)		(15,914)		—
Loss on foreign currency transactions	4,~~009~~922		64,~~028~~009		26,~~885~~028
Asset impairment charges	2,990		4,035		37,925
Loss on pension settlement	—		12,008		2,588
Loss on deconsolidation/disposition of subsidiaries	—		648		10,701
Equity-based compensation	4,110		—		—
Loss on pension settlement	12,008		2,588		—
Income from unconsolidated affiliates, net of dividends	4,317		(506)		(5,835)
Bad debt expenses	640		426		4,404
Income from unconsolidated affiliates, net of dividends	(506)		(5,835)		4
Changes in operating assets and liabilities, net:
Trade and other receivables	(~~167~~208,~~600~~374)		(~~111~~167,~~932~~600)		(~~261~~111,~~908~~932)
Inventories and advances to tobacco suppliers	(136,010)		(21,110)		(31,461)
Inventories and advances to suppliers	156,309		(136,010)		(21,110)
Deferred items	31,~~240~~052		~~(14~~3,~~758)~~240		(1014,~~929~~758)
Recoverable income taxes	(2,689)		2,353		(2,603)
Payables and accrued expenses	(49,190)		17,531		5,147
Payables and accrued expenses	17,531		5,147		59,324
Advances from customers	45,937		55,302		(10,693)
Advances from customers	55,302		(10,693)		41,168
Prepaid expenses	8,943		(4,506)		4,761
Prepaid expenses	(4,506)		4,761		4,710
Income taxes payable	2,719		(8,207)		13,116
Income taxes	(8,207)		13,116		(2,799)
Other operating assets and liabilities	(13,140)		1,425		8,477
Other operating assets and liabilities	3,474		5,698		1,661
Other, net	(10,915)		(6,735)		(12,977)
Other, net	(9,725)		(17,660)		(10,620)
Net cash used in operating activities	$	(13,386)	$	(214,970)	$	(137,822)
Net cash used in operating activities	$	(214,970)	$	(137,822)	$	(198,765)
Investing activities:
Purchases of property, plant, and equipment	$	(2123,~~043~~028)	$	(1621,~~307~~043)	$	(1416,~~827~~307)
Proceeds from sale of property, plant, and equipment	43,~~312~~770		34,~~060~~312		43,~~084~~060
Collections from beneficial interests in securitized trade receivables	~~175~~188,~~911~~312		~~165~~175,~~262~~911		~~189~~165,~~440~~262
Loan to deconsolidated subsidiary	—		—		(5,229)
Other, net	1,584		269		2,930
Collection of loan from deconsolidated subsidiary	—		—		10,996
Net cash provided by investing activities	$	170,638	$	159,449	$	154,945
Proceeds from settlement of debt claims from deconsolidated subsidiaries	—		2,011		—
Other, net	269		919		(3,223)
Net cash provided by investing activities	$	159,449	$	154,945	$	181,241
Financing activities:
Net proceeds from short-term borrowings	$	122,483	$	5,234	$	9,208
Net (repayments) proceeds from short-term borrowings	$	(102,550)	$	122,483	$	5,234
Proceeds from DDTL facility	—		—		117,600
Repayment of DDTL facility	—		—		(110,250)
Repayment of DDTL facility	—		(110,250)		(15,375)
Proceeds from term loan facility	—		—		100,000
Proceeds from term loan facility	—		100,000		—
Proceeds from revolving loan facilities	363,000		331,000		170,000
Proceeds from revolving loan facilities	331,000		170,000		115,394
Repayment of revolving loan facilities	(363,000)		(356,000)		(235,000)
Repayment of revolving loan facilities	(356,000)		(235,000)		(93,500)
Proceeds from long-term borrowings	—		—		578,439
Proceeds from long-term borrowings	—		578,439		151
Repayment of long-term borrowings	(55,822)		(60,342)		(578,162)
Repayment of long-term borrowings	(60,342)		(578,162)		(1,636)
Debt issuance costs	(9,106)		(11,751)		(7,686)
Debt issuance costs	(11,751)		(7,686)		(8,097)
Other, net	217		171		(5,575)
Fees paid to refinance the DDTL facility	—		(4,000)		—
Net cash (used in) provided by financing activities	$	(167,261)	$	25,561	$	(83,000)
Fees paid to retire or exchange debt	(269)		(1,575)		—
Effect of exchange rate changes on cash	(4,240)		(9,156)		3,472
Other, net	440		—		(485)
Decrease in cash, cash equivalents, and restricted cash	(14,249)		(39,116)		(62,405)
Net cash provided by (used in) financing activities	$	25,561	$	(83,000)	$	123,260
Cash and cash equivalents at beginning of period	92,569		136,733		198,777
Effect of exchange rate changes on cash	(9,156)		3,472		(2,135)
Restricted cash at beginning of period	7,224		2,176		2,537
(Decrease) increase in cash, cash equivalents, and restricted cash	(39,116)		(62,405)		103,601
Cash, cash equivalents, and restricted cash at end of period	$	85,544	$	99,793	$	138,909
Cash and cash equivalents at beginning of period	136,733		198,777		92,705
Restricted cash at beginning of period	2,176		2,537		5,008
Cash, cash equivalents, and restricted cash at end of period	$	99,793	$	138,909	$	201,314
Other information:
Cash paid for income taxes, net	$	2231,~~501~~101	$	1822,~~696~~501	$	2418,~~576~~696
Cash paid for income taxes related to debt exchange	~~12,543~~—		—12,543		—
Cash paid for interest, net	~~109~~115,~~518~~009		93109,~~425~~518		8693,~~852~~425
Noncash investing activities:
Noncash amounts obtained as a beneficial interest in exchange for transferring trade receivables in a securitization transaction	~~160~~241,~~041~~069		~~164~~160,~~404~~041		~~205~~164,~~515~~404
See "Notes to Consolidated Financial Statements"

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Pyxus International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1	Basis of Presentation and Summary of Significant Accounting Policies	42
(in thousands, except per share data)		Page No.
Note 2	New Accounting Standards	48
Note 1	Basis of Presentation and Summary of Significant Accounting Policies	44
Note 3	Revenue Recognition	48
Note 2	New Accounting Standards	50
Note 4	Other Expense, Net	49
Note 3	Revenue Recognition	51
Note 5	Restructuring and Asset Impairment Charges	49
Note 4	Other Expense, Net	52
Note 6	Income Taxes	50
Note 5	Income Taxes	52
Note 7	Earnings (Loss) Per Share	52
Note 6	Earnings (Loss) Per Share	55
Note 8	Restricted Cash	53
Note 7	Restricted Cash	55
Note 9	Inventories, Net	53
Note 8	Inventories, Net	55
Note 10	Advances to Suppliers, Net	53
Note 9	Advances to Suppliers, Net	56
Note 11	Acquisitions and Dispositions	53
Note 10	Equity Method Investments	56
Note 12	Equity Method Investments	54
Note 11	Variable Interest Entities	57
Note 13	Variable Interest Entities	54
Note 12	Intangible Assets, Net	57
Note 14	Intangible Assets, Net and Goodwill	55
Note 13	Leases	58
Note 15	Leases	56
Note 14	Property, Plant, and Equipment, Net	59
Note 16	Property, Plant, and Equipment, Net	57
Note 15	Debt Arrangements	60
Note 17	Debt Arrangements	58
Note 16	Securitized Receivables	66
Note 18	Securitized Receivables	64
Note 17	Guarantees	67
Note 19	Guarantees	65
Note 18	Derivative Financial Instruments	67
Note 20	Derivative Financial Instruments	66
Note 19	Fair Value Measurements	68
Note 21	Fair Value Measurements	66
Note 20	Pension and Other Postretirement Benefits	69
Note 22	Pension and Other Postretirement Benefits	67
Note 21	Contingencies and Other Information	74
Note 23	Contingencies and Other Information	74
Note 22	Other Comprehensive Income (Loss)	75
Note 24	Other Comprehensive Income (Loss)	75
Note 23	Government Assistance	76
Note 25	Government Assistance	76
Note 24	Equity-Based Compensation	76
Note 26	Equity-Based Compensation	76
Note 25	Related Party Transactions	78
Note 27	Related Party Transactions	76
Note 26	Segment Information	80
Note 28	Segment Information	78
Note 27	Subsequent Events	82
Note 29	Subsequent Events	80

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1. Basis of Presentation and Summary of Significant Accounting Policies

Pyxus International, Inc. (the "Company" or "Pyxus") is a global agricultural company with businesses having more than 150 years of experience delivering value-added products and services to businesses and customers. The Company is a trusted provider of responsibly sourced, independently verified, sustainable, and traceable products and ingredients. As the context requires, the "Company" and "Pyxus" also includes the consolidated subsidiaries of Pyxus International, Inc. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission applicable to annual reporting on Form 10-K.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned and controlled subsidiaries. Intercompany accounts and transactions have been eliminated.

Equity Method Investments

The Company’s equity method investments and its cost method investments are non-marketable securities. When not required to consolidate its investment in another entity, the Company uses the equity method if it (i) can exercise significant influence over the other entity, and (ii) holds common stock and/or in-substance common stock of the other entity. Under the equity method, investments are carried at cost, plus or minus the Company’s equity in the increases or decreases of the investee’s net assets after the date of acquisition. The Company continually monitors its equity method investments for factors indicating other-than-temporary impairment. The Company's proportionate share of the net income or loss of these entities is included in income from unconsolidated affiliates, net within the consolidated statements of operations. Dividends received from the investee reduce the carrying amount of the investment. Distributions from equity method investees are accounted for based on the cumulative earnings approach to determine whether they represent a return of investment, or a return on investment.

Variable Interest Entities

The Company holds variable interests in multiple variable interest entities, which primarily procure or process inventory on behalf of the Company or are securitization entities. These variable interests relate to equity investments, receivables, guarantees, and securitized receivables. The Company is not the primary beneficiary of ~~the~~most ~~majority~~ of these entities as it does not have the power to direct the activities that most significantly impact the economic performance of ~~the~~these entities, due to ~~the~~these entities’ management and board of directors’ structure. As a result, ~~the~~most ~~majority~~ of these variable interest entities are not consolidated. Creditors of the Company’s variable interest entities do not have recourse against the general credit of the Company.

The Company's investments in unconsolidated variable interest entities are classified as investments in unconsolidated affiliates in the consolidated balance sheets. The Company's assets and liabilities with variable interest entities are classified as related party balances. The Company's maximum exposure to loss in these variable interest entities is represented by the investments, receivables, guarantees, and the deferred purchase price on the sale of securitized receivables.

Use of Estimates

The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. These estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results may differ from the Company's estimates and assumptions. Estimates are used in accounting for, among other things, revenue recognition, pension and postretirement health care benefits, inventory reserves, credit loss reserves, bank loan guarantees to suppliers and unconsolidated subsidiaries, advances to suppliers reserves, useful lives for depreciation and amortization, future cash flows associated with impairment testing for long-lived assets, deferred tax assets and uncertain income tax positions, intrastate tax credits, incremental borrowing rates for the present value of lease payments, fair value determinations of financial assets and liabilities, including derivatives, securitized beneficial interests, and counterparty risk.

Reclassifications

Certain prior-period amounts were reclassified to conform to the current-year presentation in the consolidated statements of cash flows, and in the income taxes footnote disclosure related to ~~the~~unrecognized ~~summaries~~tax ofbenefits ~~deferred~~and ~~tax~~related ~~assets~~interest and ~~liabilities~~penalties.

Segment Information

The Company reviewed its operations in Africa, Asia, Europe, North America, and South America and concluded the economic characteristics of these five Leaf regional operations were similar. Each geographic region derives its revenues mainly from shipping processed tobacco to manufacturers of cigarettes and other consumer tobacco products around the world, with a smaller percentage of revenue in each region being derived from performing third-party tobacco processing services. The ~~three~~one ~~product~~Leaf ~~category~~reportable segment is consistent with information used by the chief operating ~~segments~~decision ~~other~~maker ~~than~~("CODM") ~~Leaf~~to doassess ~~not~~performance, ~~individually~~make oroperating indecisions, ~~the~~and ~~aggregate~~allocate ~~meet~~resources. The Company's CODM, comprised of both the ~~quantitative~~chief ~~and~~executive

4244

~~qualitative~~officer ~~thresholds to be individually reportable~~ and ~~have~~the ~~been~~chief ~~combined~~financial ~~and~~officer, ~~reported~~regularly inevaluates anperformance ~~"All~~using ~~Other"~~operating ~~category.~~income ~~The~~as ~~one~~the ~~Leaf~~measure ~~reportable~~of segment isprofitability. ~~consistent~~This ~~with~~measure ~~information~~is ~~used~~utilized byduring the ~~chief~~budgeting ~~operating~~and ~~decision~~forecasting ~~maker~~process ~~("CODM")~~ to ~~assess~~determine ~~performance,~~future ~~make~~ operating ~~decisions,~~plans and ~~allocate~~enable ~~resources.~~strategic ~~The~~decision ~~Company~~making ~~evaluates~~for the ~~operating~~allocation ~~performance~~ of ~~its one segment based upon information included in management reports~~capital. Corporate general expenses are allocated to the segments based upon segment selling, general, and administrative expenses. The Company has ~~eight~~seven operating segments organized by geographic area and product category that are aggregated into one reportable segment for financial reporting purposes: Leaf. The All Other category isdoes not meet the quantitative and qualitative thresholds to be reportable and are included for purposes of reconciliation of respective balances for the Leaf segment to the consolidated financial statements.

Revenue Recognition

The Company's revenue consists primarily of the sale of processed tobacco and fees charged for processing and related services to the manufacturers of tobacco products. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company’s performance obligations are satisfied when the transfer of control of the distinct product or service to the customer occurs. For products, control is transferred, and revenue is recognized, at a point in time, in accordance with the shipping terms of the contract. For processing and related services, control is transferred, and revenue is recognized, over time using the input method based on a kilogram of packed tobacco. A kilogram of processed tobacco (or tobacco processing services resulting in a kilogram of processed tobacco) is the only material and distinct performance obligation for the Company’s tobacco revenue streams. Consideration is attributed to the performance of this obligation. The Company does not disclose information related to its unsatisfied performance obligations with an expected original duration of one year or less. Revenue is measured as the amount of consideration to which the Company expects to be entitled to receive in exchange for transferring goods or providing services. Contract costs primarily include labor, material, shipping and handling, and overhead expenses.

Contract Balances

The Company generally records a receivable when revenue is recognized as the timing of revenue recognition may differ from the timing of payment from customers. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 60 days. The Company's trade receivables do not bear interest, and they are recorded at the invoiced amount less an estimated allowance for expected credit losses. In addition to estimating an allowance based on specific identification of certain receivables that have a higher probability of not being paid, the Company also records an estimate for expected credit losses for the remaining receivables in the aggregate using a loss-rate method that considers historical bad debts, age of customer receivable balances, and current customer receivable balances. Additionally, the Company considers future reasonable and supportable forecasts of economic conditions to adjust historical loss rate percentages, as necessary. Balances are written-off when determined to be uncollectible. The provision for expected credit losses is recorded in selling, general, and administrative expenses in the consolidated statements of operations.

Significant Judgments

The Company identified two main forms of variable consideration in its contracts with customers: warehousing fees for storing customer-controlled tobacco until the customer requests shipment and claims resulting from tobacco that does not meet customer specifications. Warehousing fees are either included in the price of tobacco based on the customers' best estimate of the date they will request shipment or separately charged using a per-day storage rate. When the Company enters into a contract with a customer, the price communicated is the amount of consideration the Company expects to receive. Price adjustments for tobacco not meeting customer specifications for shrinkage, improper blend, or chemical makeup, etc. are handled through a claims allowance that is assessed quarterly. The Company estimates ~~the amount of~~ expected claims using the expected value method due to the large number of contracts with similar characteristics that we enter into with customers, the high volumes of tobacco we sell each year, and our actual history of past claims.

Taxes Collected from Customers

Certain subsidiaries are subject to value-added taxes on local sales. Value-added taxes on local sales are recorded in sales and other operating revenues and cost of goods and services sold in the consolidated statements of operations.

Shipping and Handling

The Company elected to account for shipping and handling as activities to fulfill its performance obligations, regardless of when control transfers. Shipping and handling fees that are billed to customers are recognized in sales and other operating revenues and the associated shipping and handling costs are recognized in cost of goods and services sold in the consolidated statements of operations.

Advances From Customers

On occasion, the Company receives advances and deposits from customers for future promises to deliver goods or services. These cash advance payments are refundable to the customer without penalty. The balance in advances from customers is reduced as the Company satisfies performance obligations under the contract with the customer and the criteria for revenue recognition is met.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities reflect the expected future tax consequences of events that are recognized in the consolidated financial statements in different periods than they are recognized for tax purposes. Deferred tax assets and liabilities are established using enacted tax rates in effect for the year in which these items are expected to reverse.

The realization of deferred tax assets is dependent on generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, the Company considers carryback potential, historical earnings, future reversals of existing taxable temporary differences (including liabilities for unrecognized tax benefits), forecasted operating profits and tax planning strategies.

The Company’s provision for income taxes is based on pre-tax income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which it operates. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. The Company recognizes tax benefits from uncertainties if it believes it is more-likely-than-not it will be sustained based on the technical merits. Penalties and interest related to income taxes, if incurred, are included in income tax expense.

Earnings (Loss) Per Share

The calculations of basic and diluted earnings per share are based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares outstanding, respectively. Under the treasury stock method, restricted stock units will have a dilutive effect when the respective period's average market price of the Company's common stock exceeds the assumed exercise proceeds, and the average amount of cost not yet recognized. Performance based stock units are included in diluted earnings per share if the performance targets have been met at the end of the reporting period. Share-based payment awards that provide contingently issuable shares upon a performance or market condition are included in basic and diluted earnings per share only if the condition is met as of the end of the reporting period.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less and are stated at cost, which approximates fair value.

Inventories, Net

Costs in inventory include processed tobacco inventory, unprocessed tobacco inventory, and other inventory. Costs of unprocessed tobacco inventories are determined by the average cost method, which include the cost of green tobacco. Costs of processed tobacco inventories are determined by the average cost method, which include both the cost of unprocessed tobacco, as well as direct and indirect costs related to processing the product. Costs of other inventory are determined by the first-in, first-out method, which include costs of packing materials, ~~non-tobacco~~ agricultural ~~products, and agricultural~~ supplies ~~including~~such as seed, fertilizer, herbicides, and pesticides, and non-tobacco agricultural products.

Inventories are carried at the lower of cost or net realizable value ("LCM"). The Company evaluates its inventories for LCM adjustments by country and type of inventory. Processed tobacco and unprocessed tobacco are evaluated separately for LCM purposes. The Company compares the cost of its processed tobacco to net realizable value based on the estimated selling price of similar grades when evaluating those balances for LCM adjustments. The Company also considers whether its processed tobacco is committed to a customer, whereby the expected sales price is utilized in determining the net realizable value for committed tobacco. In addition, the Company writes-down inventory balances for estimates of obsolescence. LCM and obsolescence inventory write-downs are recorded in cost of goods and services sold within the consolidated statements of operations.

Advances to Tobacco Suppliers, Net

The Company purchases seeds, fertilizer, pesticides, and other products related to growing tobacco and advances them to tobacco suppliers to assist in crop production. These seasonal advances are short term, represent prepaid inventory, and are recorded as advances to tobacco suppliers. Upon delivery of tobacco, part of the purchase price to the supplier is paid in cash and part through a reduction of the advance balance. The advances applied to the delivery are reclassified from advances to unprocessed inventory.

The Company also has noncurrent advances, which generally represent the cost of advances to tobacco suppliers for infrastructure, such as curing barns, recovered through the delivery of tobacco to the Company by the tobacco suppliers. Tobacco suppliers may not be able to settle the ~~entire~~entirety ~~amount~~ of advances due ineach ~~a given~~ year. In these situations, the Company may allow the farmers to deliver tobacco over future crop years to recover its advances. Noncurrent advances to tobacco suppliers are recorded in other noncurrent assets in the consolidated balance sheets.

The Company accounts for its advances to tobacco suppliers using a cost accumulation model, which reports advances at the lower of cost or recoverable amounts, exclusive of the mark-up and interest. The mark-up and interest on its advances are recognized upon delivery of tobacco as a decrease in the cost of the current crop. A provision for tobacco supplier bad debts is recorded in cost of goods and services sold in the consolidated statements of operations for abnormal yield adjustments or unrecovered advances. Normal yield adjustments are capitalized into the cost of the current crop and are recorded in cost of goods and services sold as that crop is sold.

Intangible Assets, Net

The Company has intangible assets with definite useful lives. These intangible assets are assessed annually and tested for impairment whenever factors indicate the carrying amount may not be recoverable. The trade name, customer relationship, and technology intangibles are amortized on a straight-line basis over fourteen, nine to twelve years, and eight years, respectively. The amortization period is the term of the contract or, if no term is specified in the contract, management’s best estimate of the useful life based on ~~past~~ experience. Technology includes internally developed software that is amortized on a straight-line basis over three to five years. Amortization commences once substantial testing activities are completed, and the software is ready for its intended use. Events and changes in circumstance may either result in a revision in the estimated useful life or impairment of an intangible. Amortization expense associated with finite-lived intangible assets is recorded in selling, general, and administrative expenses in the consolidated statements of operations.

impairment of an intangible. Amortization expense associated with finite-lived intangible assets is recorded in selling, general, and administrative expenses in the consolidated statements of operations.

Leases

The Company has operating leases for land, buildings, automobiles, and other equipment that expire at various dates through fiscal year 2040. The Company does not have material finance leases. Leases for real estate generally have initial terms ranging from two to fifteen years, excluding renewal options. Leases for equipment generally have initial terms ranging from two to five years excluding renewal options. Most leases have fixed rentals, with many of the real estate leases requiring additional payments for real estate taxes. These lease terms may include optional renewals, terminations, or purchases, which are considered in the Company’s assessments when such options are reasonably certain to be exercised.

The Company measures right-of-use assets and related lease liabilities based on the present value of remaining lease payments, including in-substance fixed payments, the current payment amount when payments depend on an index or rate (e.g., inflation adjustments, market renewals), and the amount the Company believes is probable to be paid to the lessor under residual value guarantees, when applicable. Lease contracts may include fixed payments for non-lease components, such as maintenance, which are included in the measurement of lease liabilities for certain asset classes based on the Company’s election to combine lease and non-lease components. The Company does not recognize short-term leases, those lease contracts with durations of twelve months or less, in the consolidated balance sheets.

As applicable borrowing rates are not typically implied within the lease arrangements, the Company discounts lease payments based on its estimated incremental borrowing rate at lease commencement, or modification, which is based on the Company’s estimated credit rating, the lease term at commencement, and the contract currency of the lease arrangement.

Property, Plant, and Equipment, Net

Property, plant, and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Buildings are depreciated over a range of nine to forty years. Machinery and equipment are depreciated over a range of two to nineteen years. Repairs and maintenance costs are expensed as incurred. The cost of major improvements ~~are~~is capitalized. Upon sale or disposition of an asset, the cost and related accumulated depreciation are removed from the balance sheet accounts and the resulting gain or loss is included in other expense, net in the consolidated statements of operations.

Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows at which the asset could be bought or sold in a current transaction between willing parties and may be estimated using aseveral ~~number of~~ techniques, including quoted market prices or valuations, present value techniques based on estimates of cash flows, or multiples of earnings or revenue performance measures.

Guarantees

The Company's guarantees are primarily related to bank loans to suppliers for crop production financing. The Company guarantees bank loans of certain unconsolidated subsidiaries in Asia and South America. Under longer-term arrangements, the Company may guarantee financing on suppliers’ construction of curing barns or other tobacco production assets. Guaranteed loans are generally repaid concurrent with the delivery of tobacco to the Company. The Company is obligated to repay guaranteed loans should the supplier default. If default occurs, the Company has recourse against its various suppliers and their production assets. The fair value of the Company's guarantees ~~are~~is recorded in accrued expenses and other current liabilities in the consolidated balance sheets and included in crop costs, except for the joint venture in Brazil, which are included in other receivables.

In Brazil, certain suppliers obtain government subsidized rural credit financing from local banks that is guaranteed by the Company. Upon delivery of tobacco, the Company remits payments to the local banks on behalf of the suppliers before paying the supplier. Amounts owed to suppliers are recorded in accounts payable in the consolidated balance sheets. Rural credit financing repayment is due to local banks based on contractual due dates.

Derivative Financial Instruments

The Company uses forward or option currency contracts to manage risks associated with foreign currency exchange rates on foreign operations. These contracts are for green tobacco purchases, processing costs, and selling, general, and administrative expenses. The Company does not hold derivatives contracts for speculative or trading purposes.

Derivative financial instruments are recorded in other current assets and other current liabilities in the consolidated balance sheets and are measured at fair value. Changes in fair value are recognized in earnings, unless the derivative is designated and qualifies to be in a hedge accounting relationship. For derivatives designated in a hedge accounting relationship, the Company evaluates hedge effectiveness at inception and on an ongoing basis. If a hedge relationship is no longer expected to be effective, the derivative in that relationship is de-designated and hedge accounting is discontinued.

Changes in fair value of foreign currency derivatives designated in cash flow hedging relationships are recorded in accumulated other comprehensive income in the consolidated balance sheets and reclassified to earnings when the hedged item affects earnings. Cash flows from derivatives are classified in the consolidated statements of cash flows in the same category as the cash flows from the underlying hedged items. The Company has elected not to offset fair value amounts recognized for derivative instruments with the same counterparty under a master netting agreement.

Pension and Other Postretirement Benefits

Retirement Benefits

The Company maintains various excess benefit and supplemental plans that provide additional benefits to certain individuals in key positions and individuals whose compensation and the resulting benefits that would have ~~actually~~ been paid are limited by regulations imposed by the Internal Revenue Code. In addition, a Supplemental Retirement Account Plan defined contribution plan is maintained. Additional non-U.S. plans sponsored by certain subsidiaries cover certain ofcurrent ~~the full-time employees located in Germany, Turkey,~~ and ~~the~~former ~~United Kingdom~~employees.

Postretirement Health and Life Insurance Benefits

The Company provides certain health and life insurance benefits to retired U.S. employees (and their eligible dependents) who meet specified age and service requirements. The plan excludes new employees after September 2005 and caps the Company’s annual cost commitment to postretirement benefits for retirees. The Company retains the right, subject to existing agreements, to modify or eliminate these postretirement health and life insurance benefits in the future. The Company provides certain health and life insurance benefits to retired Brazilian directors and certain retirees located in Europe including their eligible dependents who meet specified requirements.

Plan Assets

The Company's policy is to contribute amounts to the plans sufficient to meet or exceed funding requirements of local governmental rules and regulations. The Company's investment objectives for plan assets are to generate consistent total investment return to pay anticipated plan benefits, while minimizing long-term costs and portfolio volatility. The financial objectives underlying this policy include maintaining plan contributions at a reasonable level relative to benefits provided and assuring unfunded obligations do not grow to a level that would adversely affect the Company's financial health. Portfolio performance is measured against investment objectives and objective benchmarks, including but not limited to: FTSE 90 Day Treasury Bill, Bloomberg Intermediate Govt/Credit, Bloomberg Aggregate, Russell 1000 Value, Russell 1000 Growth, Russell 2500 Value, Russell 2500 Growth, MSCI EAFE, HFR Absolute Return, and HFR Equity Hedge. The portfolio objective is to exceed the actuarial return on assets assumption. The Company is exploring partial risk transfers and/or full plan terminations and is implementing a Liability Driven Investment ("LDI") strategy to maintain the high funded status and immunize the portfolio from excessive market volatility. Management and the plan's consultant regularly review portfolio allocations and periodically rebalance the portfolio to the targeted allocations according to the guidelines set forth in the Company's investment policy. Equity securities do not include the Company's common stock. The Company's diversification and risk control processes serve to minimize the concentration and experience of risk. There are no significant concentrations of risk, in terms of sector, industry, geography, or individual company or companies.

The Company’s plan assets primarily consist of cash and cash equivalents, ~~equity~~ and ~~fixed income funds,~~ real estate investments. The Plan is transitioning to a LDI strategy, which will consist of high-quality sovereign and ~~diversified~~corporate ~~investments~~bonds whose interest rate sensitivity matches that of the plans' liabilities. Plan assets are measured at fair value annually on March 31, the measurement date. The following are descriptions, valuation methodologies, and inputs used to determine the fair value of each major category of plan assets:

•Cash and cash equivalents include short-term investment funds, primarily in diversified portfolios of investment grade money market instruments that are valued using quoted market prices or other valuation methods, and classified as Level 1 or Level 2 in the fair value hierarchy.

~~•Investments~~48 in equity and fixed income mutual funds are publicly traded and valued primarily using quoted market prices and generally classified as Level 1 in the fair value hierarchy. Investments in commingled funds used in certain non-U.S. pension plans are not publicly traded, but the underlying assets held in these funds are traded in active markets and the prices for these assets are readily observable. Holdings in these commingled funds are generally classified as Level 2 measurements.

•Investments in equity and fixed income mutual funds are publicly traded and valued primarily using quoted market prices and generally classified as Level 1 in the fair value hierarchy.

•Real estate investments include those in private limited partnerships that invest in various domestic and international commercial and residential real estate projects and publicly traded REIT securities. The fair values of private real estate assets are typically determined by using income and/or cost approaches or comparable sales approach, taking into consideration discount and capitalization rates, financial conditions, local market conditions, and the status of the capital markets, and are generally classified as Level 3 in the fair value hierarchy. Publicly traded REIT securities are valued primarily using quoted market prices and are generally classified as Level 1 in the fair value hierarchy.

•Diversified investments include mutual funds with an absolute return strategy. Mutual fund investments with absolute return strategies are publicly traded and valued using quoted market prices and are generally classified as Level 1 in the fair value hierarchy.

Foreign Currency Translation and Remeasurement

The Company translates assets and liabilities of its foreign subsidiaries from their respective functional currencies to USD using exchange rates in effect at period end. The Company's results of operations and its cash flows are translated using average exchange rates for each reporting period. Resulting currency translation adjustments are reflected as a separate component of accumulated other comprehensive income in the consolidated balance sheets.

The financial statements of foreign subsidiaries, for which the USD is the functional currency, and which have certain transactions denominated in a local currency, are remeasured into USD. The remeasurement of local currencies into USD results in remeasurement adjustments that are included in net income. Exchange gains (losses) from remeasurement are recorded in cost of goods and services sold and other expense, net within the consolidated statements of operations.

Securitized Receivables

The Company sells trade receivables to unaffiliated financial institutions under multiple accounts receivable securitization facilities. Under ~~the~~these facilities, ~~the~~ receivables sold for cash are removed from the consolidated balance sheets. Under some of the facilities, a portion of the purchase price for the receivables is paid by the unaffiliated financial institutions in cash and the balance is a deferred purchase price receivable, which is paid as payments on the receivables are collected from account debtors.

The net cash proceeds received by the Company in cash at the time of sale (cash purchase price) are disclosed as an operating activity in the consolidated statements of cash flows. The deferred purchase price receivable represents a continuing involvement and a beneficial interest in the transferred financial assets and is recognized at fair value as part of the sale transaction. The deferred purchase price receivables are included in trade and other receivables, net in the consolidated balance sheets and are valued using unobservable inputs (i.e., Level 3 inputs), primarily discounted cash flow. The net cash proceeds received by the Company as deferred purchase price are disclosed as an investing activity in the consolidated statements of cash flows. Additionally, beneficial interests received for transferring trade receivables in a securitization transaction are disclosed as a noncash investing activity in the consolidated statements of cash flows.

The difference between the carrying amount of the receivables sold under these facilities and the sum of the cash and fair value of the other assets received at the time of transfer is recognized as a loss on sale of the related receivables and recorded in other expense, net in the consolidated statements of operations. Program costs are recorded in other expense, net in the consolidated statements of operations.

Government Assistance

OnThe ~~occasion, the~~ Company and its subsidiaries periodically receive grants and other assistance (collectively "assistance") from governments and intergovernmental agencies to support operations and capital projects in various jurisdictions. The Company accounts for government assistance by analogy to International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance, which follows a grant accounting model. Under this accounting framework, government assistance is recognized when it is probable the Company will receive assistance and comply with the conditions attached to the assistance. Operational related assistance is recorded on a systematic basis over the periods in which the related cost or expenditures for which it is intended to compensate have occurred and is presented as a reduction in the related expense for which it is intended to defray. Capital related assistance is recorded as long-term deferred revenue, included within pension, postretirement, and other long-term liabilities in the consolidated balance sheets, and is recognized in other income over the asset's useful life as an offset against depreciation expense.

Equity-Based Compensation

The Company’s Board of Directors adopted the 2020 Incentive Plan on November 18, 2020 (the "Incentive Plan"), and on March 21, 2024 and March 19, 2025, the Board of Directors amended and restated the Company's Incentive Plan to increase the number of shares of the Company's common stock authorized to be issued thereunder. The Incentive Plan provides the Company the flexibility to grant a variety of equity-based awards including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance share awards, and incentive awards to its officers, directors, and employees. For equity-based awards without performance conditions, the Company recognizes equity-based compensation cost on a straight-line basis over the vesting period of the award. For equity-based awards with performance conditions, the Company recognizes equity-based compensation cost using the accelerated attribution method over the requisite service period when the Company determines it is probable that the performance condition will be satisfied. The Company estimates forfeitures of equity-based awards using historical experience. Equity-based compensation expense, if any, is included in selling, general, and administrative expenses in the consolidated statements of operations.

4749

stock awards, restricted stock unit awards, performance share awards, and incentive awards to its officers, directors, and employees. For equity-based awards without performance conditions, the Company recognizes equity-based compensation cost on a straight-line basis over the vesting period of the award. For equity-based awards with performance conditions, the Company recognizes equity-based compensation cost using the accelerated attribution method over the requisite service period when the Company determines it is probable that the performance condition will be satisfied. The Company recognizes forfeitures of equity-based awards as they occur. Equity-based compensation expense is included in selling, general, and administrative expenses in the consolidated statements of operations.

2. New Accounting Standards

~~Accounting~~Recently ~~Pronouncements~~Adopted ~~Not~~Accounting ~~Yet Adopted~~Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This ASU amends FASB Topic 280 to permit the disclosure of multiple measures of a segment's profit or loss, and requires an entity with a single reportable segment to apply FASB Topic 280 in its entirety. In addition, this ASU requires the following new segment disclosures:

•Significant segment expenses by reportable segment if regularly provided to the CODM and included within the reported measure of segment profit or loss;,

•Other segment items, which represents the difference between reported segment revenues less the significant segment expenses less reported segment profit or loss;, and

•Title and position of the CODM.

Disclosures required under this new ASU and the existing segment profit or loss, and assets disclosures currently required annually by FASB Topic 280 are to be disclosed in interim periods. The Company adopted the annual period disclosure requirements ~~are effective~~ for ~~the~~its ~~Company's~~ fiscal year ~~ending~~ended March 31, 2025, which are included in "Note 1. Basis of Presentation and ~~the~~Summary of Significant Accounting Policies" and "Note 26. Segment Information". The interim period disclosure requirements are effective beginning April 1, 2025. ~~Early~~The adoption isof ~~permitted.~~this ~~The~~new ~~Company~~accounting isstandard ~~currently~~resulted ~~evaluating~~in ~~the~~additional ~~impact~~disclosures ~~that~~for ~~this~~segment ~~new~~reporting, ~~accounting~~and ~~standard~~did ~~will~~not have an impact on ~~its~~the ~~segment~~Company's ~~disclosures~~financial condition, results of operations, or cash flows.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures, to provide more disaggregation of income tax information mainly related to the effective tax rate reconciliation and the income taxes paid disclosure requirements. Under the new accounting rules, the tabular effective tax rate reconciliation must include specific categories with certain reconciling items based on the expected tax further disaggregated by nature and/or jurisdiction. Income taxes paid, net of refunds received, must be broken out by federal, state, and foreign taxes, and further disaggregated by individual jurisdictions based on total income taxes paid. These new annual disclosure requirements are effective for the Company's fiscal year ending March 31, 2026. Early adoption is permitted. The Company is currently evaluating the impact that this new accounting standard will have on its income tax disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires a tabular disclosure of relevant expense captions into prescribed natural expense categories. The annual disclosure requirements are effective for the Company’s fiscal year ending March 31, 2028, and the interim period disclosure requirements are effective beginning April 1, 2028. Early adoption is permitted. This new standard will result in additional disclosures within the footnotes to the financial statements and is not expected to have an impact on the Company’s financial condition, results of operations, or cash flows.

3. Revenue Recognition

Product revenue is primarily processed tobacco sold to the customer. Processing and other revenues are mainly contracts to process customer-owned green tobacco. During such processing, ownership remains with the customers. All Other revenue is primarily composed of revenue from the sale of ~~e-liquids and~~ non-tobacco agriculture products. The following disaggregates sales and other operating revenues by major source, with the All Other category being included for purposes of reconciliation of the respective balances below of the Leaf segment (the Company's sole reportable segment) to the consolidated financial statements:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Leaf:
Product revenue	$	12,~~912~~335,~~438~~107	$	1,~~812~~912,~~170~~438	$	1,~~531~~812,~~805~~170
Processing and other revenues	~~117~~135,~~177~~877		88117,~~388~~177		9588,~~433~~388
Total sales and other operating revenues	2,029,615		1,900,558		1,627,238
Leaf sales and other operating revenues	2,470,984		2,029,615		1,900,558
All Other:
Total sales and other operating revenues	2,944		14,323		12,624
All Other sales and other operating revenues	10,276		2,944		14,323
Total sales and other operating revenues	$	2,~~032~~481,~~559~~260	$	12,~~914~~032,~~881~~559	$	1,~~639~~914,~~862~~881

Significant Judgments

The following summarizes activity in the claims allowance:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Balance, beginning of period	$	23,~~350~~313	$	12,~~130~~350	$	1,~~830~~130
Additions	62,~~191~~010		46,~~680~~191		14,~~586~~680
Payments	(5,228)		(3,460)		(2,286)
Payments and other adjustments	(2,887)		(5,228)		(3,460)
Balance, end of period	$	32,~~313~~436	$	23,~~350~~313	$	12,~~130~~350

Contract Balances

The following summarizes activity in the allowance for expected credit losses:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Balance, beginning of period	$	(2423,~~730~~940)	$	(24,~~541~~730)	$	(2024,~~900~~541)
Additions	(1,~~535~~299)		(21,~~316~~535)		(42,~~212~~316)
Write-offs and other adjustments	21,~~325~~204		2,~~127~~325		~~571~~2,127
Balance, end of period	(2324,~~940~~035)		(2423,~~730~~940)		(24,~~541~~730)
Trade receivables	~~192~~213,~~704~~274		~~210~~192,~~081~~704		~~272~~210,~~218~~081
Trade receivables, net	$	~~168~~189,~~764~~239	$	~~185~~168,~~351~~764	$	~~247~~185,~~677~~351

Taxes Collected from Customers

Value-added taxes were $3443,~~905~~298, $2834,~~302~~905, and $2728,~~274~~302 for the years ended March 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

4. Other Expense, Net

The following summarizes the components of other expense, net:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Losses on sale of receivables(1)	$	~~(13~~19,~~121)~~565	$	~~(10~~13,~~434)~~121	$	(510,~~833)~~434
Foreign currency (losses) gains	(251)		1,057		(2,776)
Foreign currency (gains) losses	(2,121)		251		(1,057)
Note receivable write-off	—		~~(2,050)~~—		—2,050
Gain on sale of fixed assets	(2,~~300~~423)		1(2,~~389~~300)		3(1,~~818~~389)
Miscellaneous income (expense), net	1,633		(985)		1,689
Miscellaneous expense (income), net	1,389		(1,633)		985
Total	$	(916,~~439)~~410	$	~~(11~~9,~~023)~~439	$	(311,~~102)~~023
(1) See "Note 18. Securitized Receivables" for additional information.
(1) See "Note 16. Securitized Receivables" for additional information.

5. ~~Restructuring~~Income ~~and Asset Impairment Charges~~Taxes

The Company continued its focus on cost-saving initiatives. The employee separation charges for the year ended March 31, 2024 were primarily related to changes in the corporate organizational structure and the continued restructuring of certain leaf operations. The asset impairment charges for the year ended March 31, 2024 were related to continued restructuring of certain non-leaf agriculture operations. The employee separation and asset impairment charges for the year ended March 31, 2023 were primarily related to the restructuring of certain non-leaf agriculture operations. The employee separation and asset impairment charges for the year ended March 31, 2022 were primarily related to the write-off of the Company's remaining industrial hemp cannabidiol ("CBD") extraction equipment and the continued restructuring of certain leaf operations. The following summarizes the Company's restructuring and asset impairment charges:

	Years Ended March 31,
	2024		2023		2022
Employee separation charges	$	1,809	$	650	$	2,292
Asset impairment and other non-cash charges	2,990		4,035		5,739
Restructuring and asset impairment charges	$	4,799	$	4,685	$	8,031

6. Income Taxes

Income Tax Provision

The components of income (loss) before income taxes and other items consisted of the following:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
U.S.	$	(174,~~697~~579)	$	(4317,~~874~~697)	$	(6843,~~489~~874)
Non-U.S.	3338,~~170~~033		2133,~~252~~170		~~(10~~21,~~875)~~252
Total	$	1533,~~473~~454	$	~~(22~~15,~~622)~~473	$	(7922,~~364~~622)

The details of the amount shown for income taxes in the consolidated statements of operations are as follows:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Current:
Federal(1)	$	56,~~319~~837	$	165,~~353~~319	$	1216,353
State	~~(59)~~261		~~337~~(59)		—337
Non-U.S.	2423,~~385~~611		1724,~~593~~385		1617,~~515~~593
Total Current	2930,~~645~~709		3429,~~283~~645		1634,~~527~~283
Deferred:
Federal	968		(592)		(243)
Federal(2)	(10,307)		968		(592)
State	(9155)		2(9)		—2
Non-U.S.	(34,~~323)~~806		~~434~~(3,323)		~~(3,644)~~434
Total Deferred	(25,~~364~~656)		(~~156~~2,364)		(~~3,887~~156)
Income tax expense	$	2725,~~281~~053	$	3427,~~127~~281	$	1234,~~640~~127
(1) Current federal expense for fiscal year 2023 is primarily due to the Debt Exchange Transactions. Refer to "Note 17. Debt Arrangements" for further details regarding the Debt Exchange Transactions.
(1) Current federal expense for fiscal year 2023 was primarily due to the Debt Exchange Transactions. Refer to "Note 15. Debt Arrangements" for further details regarding the Debt Exchange Transactions.
(2) Deferred federal expense for fiscal year 2025 was primarily due to release of a valuation allowance in the U.S. from improved profitability.

The difference between income tax expense based on income (loss) before income taxes and other items and the amount computed by applying the U.S. statutory federal income tax rate to income are as follows:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Tax benefit at U.S. statutory rate	$	37,~~249~~025	$	(43,~~750)~~249	$	(164,~~666~~750)
Effect of non-U.S. income taxes	23(2,602)		~~(3,418)~~23		(~~961~~3,418)
U.S. taxes on non-U.S. earnings	97,~~264~~759		69,~~389~~264		~~205~~6,389
Increase (decrease) in reserves for uncertain tax positions	8,120		2,397		(315)
Tax on unremitted foreign earnings	(2,066)		1,291		1,777
Withholding tax expense	544		3,058		1,488
Increase in reserves for uncertain tax positions	8,789		8,120		2,397
Tax credits	(5,270)		(3,853)		(1,150)
Withholding tax expense	2,526		544		3,058
Tax incentives	—		(2,280)		—
Tax credits	(6,482)		(5,270)		(3,853)
Nondeductible interest	1,340		2,559		2,610
Tax incentives	—		—		(2,280)
Waived intercompany interest expense	—		—		3,960
Nondeductible interest	2,969		1,340		2,559
Exchange effects and currency translation	(59,~~110)~~367		3(5,~~101~~110)		43,~~344~~101
Goodwill impairment	—		—		7,148
Change in valuation allowance(1)	(9,456)		15,340		30,412
Change in valuation allowance(1)	15,340		30,412		8,053
Other, net	7,224		(1,510)		(1,265)
Other, net	(219)		512		3,924
Income tax expense	$	25,053	$	27,281	$	34,127
Income tax expense	$	27,281	$	34,127	$	12,640
(1) The change in valuation allowance, is presented without exchange effects and currency translation, for the years ended March 31, 2025, 2024, and 2023. For the year ended March 31, 2023, the change in valuation allowance was primarily driven by $20,823 of deferred tax assets generated by the Debt Exchange Transactions for which the Company is not likely to realize a future benefit. Refer to "Note 15. Debt Arrangements" for further details regarding the Debt Exchange Transactions. For the year ended March 31, 2025, the improvement in the valuation allowance expense relates primarily to reductions in certain U.S. and African valuation allowances due to improved profitability.
(1) The increase in valuation allowance, is presented without exchange effects and currency translation, for the years ended March 31, 2024, 2023, and 2022. For the year ended March 31, 2023 the change in valuation allowance was primarily driven by $20,823 of deferred tax assets generated by the Debt Exchange Transactions for which the Company is not likely to realize a future benefit. Refer to "Note 17. Debt Arrangements" for further details regarding the Debt Exchange Transactions.

The following summarizes deferred tax assets (liabilities):

	March 31,
	2024		2023
	2025		2024
Deferred tax assets:
Non-deductible interest carryforward	$	3034,~~858~~940	$	2430,~~331~~858
Original issue discount(1)	14,714		20,326
Original issue discount	10,439		14,714
Reserves and accruals	2122,~~662~~691		2521,~~734~~662
Tax loss carryforwards	16,~~329~~653		1516,~~886~~329
Unrealized exchange losses	51,~~961~~448		—5,961
Lease obligations	76,~~344~~511		—7,344
Other	109,~~290~~971		510,~~686~~290
Gross deferred tax assets	~~107~~102,~~158~~653		91107,~~963~~158
Valuation allowance(1)	(70,391)		(59,506)
Valuation allowance	(60,302)		(70,391)
Total deferred tax assets	$	3642,~~767~~351	$	3236,~~457~~767
Deferred tax liabilities:
Unremitted earnings of foreign subsidiaries	$	(2927,~~523~~560)	$	(29,~~045~~523)
Right of use asset	(7,~~956~~050)		—(7,956)
Other	(252,989)		(~~6,650~~25)
Total deferred tax liabilities	$	(37,~~504~~599)	$	(3537,~~695~~504)
Net deferred tax liability	$	(737)	$	(3,238)
Net deferred tax assets (liabilities)	$	4,752	$	(737)
(1) The increase in valuation allowance, which is presented without exchange effects and currency translation, for the year ended March 31, 2023 was primarily driven by $20,823 of deferred tax assets generated by the Debt Exchange Transactions for which the Company is not likely to realize a future benefit. Refer to "Note 17. Debt Arrangements" for further details regarding the Debt Exchange Transactions.

The following summarizes the change in the valuation allowance for deferred tax assets:

Balance at March 31, 2021	$	25,273
Balance at March 31, 2022	$	32,641
Changes to expenses	8,624
Changes to other comprehensive income	(1,256)
Balance at March 31, 2022	32,641
Changes to expenses (1)	27,598
Changes to other comprehensive income	(733)
Balance at March 31, 2023	59,506
Changes to expenses	10,727
Changes to other comprehensive income	158
Balance at March 31, 2024	$70,391	~~70,391~~
(1) The increase in valuation allowance, which is presented without exchange effects and currency translation, for the years ended March 31, 2024, 2023, and 2022. The increase in valuation allowance as of March 31, 2023 was primarily driven by $20,823 of deferred tax assets generated by the Debt Exchange Transactions for which the Company is not likely to realize a future benefit. Refer to "Note 17. Debt Arrangements" for further details regarding the Debt Exchange Transactions.
Changes to expenses	(10,081)
Changes to other comprehensive income	(8)
Balance at March 31, 2025	$	60,302
(1) The change in valuation allowance, is presented without exchange effects and currency translation, for the years ended March 31, 2025, 2024, and 2023. For the years ended March 31, 2025, 2024, and 2023 respectively, the change was primarily driven by a reduction in the valuation allowance in the U.S., an increase in the valuation allowances across various African jurisdictions, and an increase in the valuation allowance related to $20,823 of deferred tax assets generated by the Debt Exchange Transactions for which the Company is not likely to realize a future benefit. Refer to "Note 15. Debt Arrangements" for further details regarding the Debt Exchange Transactions.

As of March 31, ~~2024~~2025, the Company had foreign net operating loss carryforwards of $5354,~~092~~846, of which $2326,~~336~~930 relates to jurisdictions with definite lived carryforward periods and $2927,~~756~~916 relates to jurisdictions with indefinite lived carryforward periods.

Under current U.S. tax regulations, in general, repatriation of foreign earnings to the U.S. can be completed without incurring material incremental U.S. tax. However, repatriation of foreign earnings could subject the Company to U.S. state and non-U.S. jurisdictional taxes (including withholding taxes) on distributions or sales of minority owned investments.

The Company has not recorded a deferred tax liability for U.S. federal, U.S. state, or foreign tax from foreign subsidiary unremitted earnings and profits where an indefinite reinvestment assertion was made on the basis that this group of foreign subsidiaries does not expect to have available excess cash and cash equivalents to remit in the foreseeable future or has specific needs for available excess cash. The unrecorded tax liability associated with indefinitely reinvested foreign subsidiary earnings is not practicable to estimate due to the inherent complexity of the Company's global operations.

Accounting for Uncertainty in Income Taxes

The following summarizes the changes to unrecognized tax benefits and related interest and penalties:

	Years Ended March 31,
	2024		2023
	2025		2024
Balance at April 1	$	16,~~085~~892	$	1716,~~725~~085
Increase (decrease) for prior year tax positions	62,~~392~~989		17,~~449~~100
Increase for current year tax positions	14,~~630~~854		~~634~~1,630
Reduction for settlements	(48,~~662~~020)		(34,~~480~~662)
Impact of changes in exchange rates	(~~2,553~~210)		(~~243~~2,553)
Balance at March 31(1)	$	16,892	$	16,085
Reduction of statute of limitation expirations	(3,699)		(708)
Accrued interest	2,065		1,753
Balance at March 31(1)	$	12,806	$	16,892
Accrued penalties	2,372		1,447
Accrued interest	1,929		2,065
Balance at March 31(1)	$	21,329	$	19,285
Accrued penalties	3,900		2,372
(1) As of March 31, 2024, $17,742 would impact the Company's effective tax rate, if recognized.
Balance at March 31(1)	$	18,635	$	21,329
(1) As of March 31, 2025, $18,635 would impact the Company's effective tax rate, if recognized.

Due to the Company’s global operations, numerous tax audits may be ongoing throughout the world at any point in time. The Company's income tax liabilities are based on estimates of potential income taxes due upon the conclusion of such audits and are updated to reflect changes in facts and circumstances, as they become known. Due to the uncertain and complex application of tax regulations, it is possible that the resolution of audits may result in liabilities which could be materially different from these estimates. The Company will record additional income tax expense or benefit in the period in which such resolution occurs or if estimates or judgments change. The Company believes it is reasonably possible that its unrecognized tax benefits may decrease by approximately $3,587 within the next twelve months as a result of lapses in statutes of limitations.

~~The~~54 Company and its subsidiaries file a U.S. federal consolidated income tax return as well as returns in several U.S. states and a number of foreign jurisdictions. As of March 31, 2024, the Company’s earliest open tax year for U.S. federal income tax purposes relate to tax periods ending in 2020. Open tax years in state and foreign jurisdictions generally range from three to six years. In applicable jurisdictions, the Company’s tax attributes from prior periods remain subject to adjustment.

7are updated to reflect changes in facts and circumstances, as they become known. ~~Earnings~~Due ~~(Loss)~~to ~~Per~~the ~~Share~~uncertain and complex application of tax regulations, it is possible that the resolution of audits may result in liabilities which could be materially different from these estimates. The Company will record additional income tax expense or benefit in the period in which such resolution occurs or if estimates or judgments change. The Company believes it is reasonably possible that its unrecognized tax benefits may decrease by approximately $2,919 within the next twelve months from lapses in statutes of limitations.

The Company and its subsidiaries file a U.S. federal consolidated income tax return as well as returns in several U.S. states and a number of foreign jurisdictions. As of March 31, 2025, the Company’s earliest open tax year for U.S. federal income tax purposes relate to tax periods ending in 2021. Open tax years in state and foreign jurisdictions generally range from three to six years. In applicable jurisdictions, the Company’s tax attributes from prior periods remain subject to adjustment.

6. Earnings (Loss) Per Share

The following summarizes the computation of earnings (loss) per share:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Basic and diluted earnings (loss) per share:
Net income (loss) attributable to Pyxus International, Inc.	$	15,166	$	2,663	$	(39,141)
Net income (loss) attributable to Pyxus International, Inc.	$	2,663	$	(39,141)	$	(82,119)
Basic weighted average shares outstanding	$	25,643	25,000		25,000
Shares:
Plus: Dilutive equity awards	24		—		—
Weighted average number of shares outstanding	25,000		25,000		25,000
Diluted weighted average shares outstanding	25,667		25,000		25,000
Basic and diluted earnings (loss) per share	$	0.11	$	(1.57)	$	(3.28)
Earnings (loss) per share:
Basic	$	0.59	$	0.11	$	(1.57)
Diluted	$	0.59	$	0.11	$	(1.57)

527. Restricted Cash

8. Restricted Cash

The following summarizes the composition of restricted cash:

	March 31,
	2024		2023
	2025		2024
Compensating balance for short-term borrowings	$	~~516~~542	$	~~379~~516
Escrow	23,~~647~~534		12,~~472~~647
Grants(1)	13,~~375~~116		—1,375
Other	~~2,686~~98		~~325~~2,686
Total	$	7,~~224~~290	$	27,~~176~~224
(1) See "Note 25. Government Assistance" for additional information.
(1) Includes grants from a government entity. See "Note 23. Government Assistance" for additional information.

98. Inventories, Net

The following summarizes the composition of inventories, net:

	March 31,
	2024		2023
	2025		2024
Processed tobacco	$	~~585~~490,~~280~~410	$	~~498~~585,~~398~~280
Unprocessed tobacco	~~305~~241,~~928~~832		~~231~~305,~~651~~928
Other tobacco related	3125,~~213~~643		3931,~~670~~213
All Other	94,~~233~~066		59,~~352~~233
Total	$	~~931~~761,~~654~~951	$	~~775~~931,~~071~~654

~~10.~~55 ~~Advances to Suppliers, Net~~

9. Advances to Suppliers, Net

The following summarizes the composition of advances to suppliers, net:

	March 31,
	2024		2023
	2025		2024
Advances to tobacco suppliers, net	$	1729,~~068~~144	$	3817,~~111~~068
Advances to non-tobacco suppliers	31,~~329~~601		43,~~194~~329
Total in current assets	2030,~~397~~745		4220,~~305~~397
Long-term advances to tobacco suppliers, net (1)	1,821		1,564
Long-term advances to tobacco suppliers, net	4,980		1,821
Total current and long-term	$	2235,~~218~~725	$	4322,~~869~~218
(1) Classified as other noncurrent assets in the consolidated balance sheets.

The mark-up and interest on advances to tobacco suppliers, net capitalized, or to be capitalized into inventory for the current crop, were $1617,~~905~~066 and $2216,~~102~~905 for the year ended March 31, ~~2024~~2025 and ~~2023~~2024, respectively. Unrecoverable advances and other costs capitalized, or to be capitalized into the current crop, were $711,~~975~~833 and $87,~~322~~975 as of March 31, ~~2024~~2025 and ~~2023~~2024, respectively.

1110. ~~Acquisitions~~Equity ~~and~~Method ~~Dispositions~~Investments

~~Disposition~~The offollowing ~~Humble~~summarizes ~~Juice~~the ~~Co.~~Company's equity method investments as of March 31, ~~LLC~~2025:

On November 23, 2021, the Company disposed of its ownership interests in Humble Juice Co., LLC ("Humble Juice"), a manufacturer and distributor of flavored e-liquids, in exchange for royalties on future revenue. Humble Juice's financial results are included in the Company's consolidated results through the transaction date within the All Other category. On the date of the transaction, Humble Juice's assets, liabilities, and equity components were eliminated from the Company's consolidated financial statements. The Company recognized a loss on the disposition of Humble Juice of $5,374 during the year ended March 31, 2022.


Investee Name	Location	Primary Purpose	Ownership Percentage		Basis Difference(1)
Adams International Ltd.	Thailand	Purchase and process tobacco	49	%	$	(4,526)
Alliance One Industries India Private Ltd.	India	Purchase and process tobacco	49	%	(5,770)
China Brasil Tabacos Exportadora S.A.	Brazil	Purchase and process tobacco	49	%	43,000
Oryantal Tütün Paketleme Sanayi ve Ticaret A.Ş.	Turkey	Process tobacco	50	%	(416)
Purilum, LLC	U.S.	Produce flavor formulations and consumable e-liquids	50	%	4,589
Siam Tobacco Export Corporation Ltd.	Thailand	Purchase and process tobacco	49	%	(6,098)
(1) Basis differences for the Company's equity method investments were primarily due to fair value adjustments recorded during the year ended March 31, 2021.

12. Equity Method Investments

The following summarizes the Company's equity method investments as of March 31, 2024:

Investee Name	Location	Primary Purpose	Ownership Percentage		Basis Difference(1)
Adams International Ltd.	Thailand	Purchase and process tobacco	49	%	$	(4,526)
Alliance One Industries India Private Ltd.	India	Purchase and process tobacco	49	%	(5,770)
China Brasil Tobacos Exportadora SA	Brazil	Purchase and process tobacco	49	%	43,000
Oryantal Tütün Paketleme Sanayi ve Ticaret A.Ş.	Turkey	Process tobacco	50	%	(416)
Purilum, LLC	U.S.	Produce flavor formulations and consumable e-liquids	50	%	4,589
Siam Tobacco Export Company	Thailand	Purchase and process tobacco	49	%	(6,098)
(1) Basis differences for the Company's equity method investments were primarily due to fair value adjustments recorded during the year ended March 31, 2021.

The following summarizes aggregate financial information for these equity method investments:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Operations statement:
Statement of Operations
Sales	$	~~505~~611,~~262~~152	$	~~489~~505,~~532~~262	$	~~292~~489,~~777~~532
Gross profit	8270,~~614~~208		7682,~~206~~614		5676,~~752~~206
Net income	3316,~~101~~851		4033,~~447~~101		2240,~~729~~447
Company's dividends received	14,486		12,677		9,671

	March 31,
	2024		2023
	2025		2024
Balance sheet:
Current assets	$	~~542~~419,~~702~~192	$	~~419~~542,~~229~~702
Property, plant, and equipment and other assets	5049,~~925~~243		4850,~~174~~925
Current liabilities	~~446~~328,~~597~~818		~~323~~446,~~899~~597
Long-term obligations and other liabilities	34,~~356~~560		3,~~887~~356

~~13.~~56 ~~Variable Interest Entities~~

11. Variable Interest Entities

The Company holds variable interests in multiple entities that primarily procure or process inventory or are securitization entities. These variable interests relate to equity investments, receivables, guarantees, and securitized receivables. The following summarizes the Company's financial relationships with its unconsolidated variable interest entities:

	March 31,
	2024		2023
	2025		2024
Investments in variable interest entities	$	9490,~~609~~239	$	9394,~~754~~609
Receivables with variable interest entities	—		2,617
Guaranteed amounts to variable interest entities (not to exceed)	15,995		11,113
Guaranteed amounts to variable interest entities (not to exceed)	11,113		68,265

5412. Intangible Assets, Net

14. Intangible Assets, Net and Goodwill

Intangible Assets, Net

The gross carrying amount and accumulated amortization of intangible assets consist of the following:


	March 31, 2025
	Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
Intangibles subject to amortization:
Customer relationships	7.4 years	$	26,101	$	(9,969)	$	16,132
Technology	3.4 years	11,618		(6,844)		4,774
Trade names	9.4 years	11,300		(3,699)		7,601
Total		$	49,019	$	(20,512)	$	28,507


	March 31, 2024
	Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
Intangibles subject to amortization:
Customer relationships	8.4 years	$	26,101	$	(7,794)	$	18,307
Technology	4.4 years	12,948		(5,784)		7,164
Trade names	10.4 years	11,300		(2,892)		8,408


Total		$	50,349	$	(16,470)	$	33,879

	March 31, 2023
	Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
Intangibles subject to amortization:
Customer relationships	9.4 years	$	26,101	$	(5,619)	$	20,482
Technology	5.2 years	13,132		(4,257)		8,875
Trade names	11.4 years	11,300		(2,085)		9,215
Total		$	50,533	$	(11,961)	$	38,572

The following summarizes amortization expense for definite-lived intangible assets:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Amortization expense	$	4,~~631~~532	$	64,~~489~~631	$	56,~~461~~489

The following summarizes the estimated intangible asset amortization expense for the next five years and beyond:

For Fiscal Years Ended	Customer Relationships		Technology(1)		Trade Names		Total
2025	$	2,175	$	1,550	$	807	$	4,532
2026	$	2,175	$	1,448	$	807	$	4,430
2026	2,175		1,448		807		4,430
2027	2,175		1,378		807		4,360
2027	2,175		1,490		807		4,472
2028	2,175		1,375		807		4,357
2028	2,175		1,543		807		4,525
2029	2,175		573		807		3,555
2029	2,175		741		807		3,723
2030	2,175		—		807		2,982
Thereafter	75,~~432~~257		~~392~~—		43,~~373~~566		128,~~197~~823
Total	$	1816,~~307~~132	$	74,~~164~~774	$	87,~~408~~601	$	3328,~~879~~507
(1) Estimated amortization expense for technology is based on costs accumulated as of March 31, 2024. These estimates will change as new costs are incurred and until the software is placed into service.
(1) Estimated amortization expense for technology is based on costs accumulated as of March 31, 2025. These estimates will change as new costs are incurred and until the software is placed into service.

5513. Leases

Goodwill

During the year ended March 31, 2022, the Company performed its annual assessment of goodwill for its reporting units. The assessment of qualitative factors indicated that it was more likely than not that the fair value of each reporting unit was less than its carrying value primarily due to a sustained decline in the implied value of the Company's long-term debt and equity based on public trading as well as uncertainty in the Company's estimate of timing for future operating results due to the recent economic effects of the COVID-19 pandemic, including related variants. As a result, the Company performed a quantitative impairment test by comparing the fair value of each reporting unit to its carrying value. The fair value for each reporting unit was determined using the DCF method of the income approach. The quantitative impairment test conducted for each reporting unit concluded that the fair value of each reporting unit was less than its carrying value. The excess of carrying value over fair value for each reporting unit exceeded the amount of goodwill that was allocated to the reporting unit, leading the Company to record a full impairment of goodwill at each reporting unit as follows:

	Three months ended March 31, 2022
Leaf - Africa	$	8,341
Leaf - Asia	6,311
Leaf - Europe	5,566
Leaf - North America	3,901
Leaf - South America	5,730
E-liquids	1,965
Total*	$	31,814
*There was $372 of goodwill impairment recorded during the three months ended December 31, 2021.

15. Leases

The following summarizes lease costs for operating leases:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Operating lease costs	$	1614,~~028~~199	$	1416,~~203~~028	$	14,~~752~~203
Variable and short-term lease costs	814,~~964~~848		8,~~023~~964		78,~~991~~023
Total lease costs	$	2429,~~992~~047	$	2224,~~226~~992	$	22,~~743~~226

The following summarizes weighted average information associated with the measurement of remaining operating leases:

	March 31,
	2024	2023
	2025	2024
Weighted average remaining lease term	5.4.8 years	5.94 years
Weighted average discount rate	15.84%	1415.48%

The following summarizes supplemental cash flow information related to operating leases:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Cash paid for amounts included in the measurement of lease liabilities - operating cash flows used by operating leases	$	1514,~~764~~145	$	1315,~~607~~764	$	13,~~677~~607
Right-of-use assets obtained in exchange for new operating leases - noncash	103,~~444~~964		910,~~967~~444		79,~~054~~967

5658

The following reconciles maturities of operating lease liabilities to the lease liabilities reflected in the consolidated balance sheets as of March 31, ~~2024~~2025:

2025	$	12,719
2026	$	12,099
2026	9,753
2027	8,342
2027	7,688
2028	5,487
2028	5,897
2029	3,476
2029	4,122
2030	2,957
Thereafter	106,~~192~~880
Total future minimum lease payments	5039,~~371~~241
Less: amounts related to imputed interest	1611,~~135~~143
Present value of future minimum lease payments	3428,~~236~~098
Less: operating lease liabilities, current	8,~~100~~514
Operating lease liabilities, non-current	$	2619,~~136~~584

1614. Property, Plant, and Equipment, Net

The following summarizes property, plant, and equipment, net:

	March 31,
	2024		2023
	2025		2024
Land	$	2926,~~144~~815	$	3129,~~132~~144
Buildings	45,~~065~~982		4345,~~911~~065
Machinery and equipment	97109,~~423~~247		8397,~~984~~423
Total	~~171~~182,~~632~~044		~~159~~171,~~027~~632
Less: accumulated depreciation (1)	(3743,~~474~~868)		(2537,~~629~~474)
Total property, plant, and equipment, net	$	~~134~~138,~~158~~176	$	~~133~~134,~~398~~158
(1) This balance was partially reduced by the disposition of certain fully depreciated assets during the year ended March 31, 2024.
(1) This balance was partially reduced by the disposition of certain fully depreciated assets during the year ended March 31, 2025.

The following summarizes depreciation expense recorded in cost of goods and services sold and selling, general, and administrative expenses:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Depreciation expense recorded in cost of goods and services sold	$	1113,~~806~~264	$	1011,~~132~~806	$	810,~~908~~132
Depreciation expense recorded in selling, general, and administrative expenses	2,~~646~~380		2,~~346~~646		2,~~272~~346
Total depreciation	$	1415,~~452~~644	$	1214,~~478~~452	$	1112,~~180~~478

5759

1715. Debt Arrangements

The following table summarizes the Company’s debt financing as of the dates set forth below:

				Outstanding
	Interest			March 31,				Long Term Debt Repayment Schedule by Fiscal Year
	Rate			~~2024~~2025		~~2023~~2024		~~2025~~2026		~~2026~~2027		~~2027~~2028		~~2028~~2029		~~2029~~2030		Later
Senior secured credit facility:
ABL Credit Facility	8.51	%	(1)	$	—	$	~~25,000~~—	$	—	$	—	$	—	$	—	$	—	$	—
Senior secured notes:
10.0% Notes Due 2024 (2)	10.0	%	(1)	20,247		19,931		20,247		—		—		—		—		—
10.0% Notes Due 2024	10.0	%	(1)	—		20,247		—		—		—		—		—		—
8.5% Notes Due 2027 (3)	8.5	%	(1)	178,146		253,483		—		—		—		178,146		—		—
8.5% Notes Due 2027 (2)	8.5	%	(1)	145,820		178,146		—		—		145,820		—		—		—
Senior secured term loans:
Intabex Term Loans (4)	13.6	%	(1)	186,659		186,194		—		—		—		186,659		—		—
Intabex Term Loans (3)	13.2	%	(1)	187,144		186,659		—		—		187,144		—		—		—
Pyxus Term Loans (5)	13.6	%	(1)	132,819		133,393		—		—		—		132,819		—		—
Pyxus Term Loans (4)	13.2	%	(1)	121,886		132,819		—		—		121,886		—		—		—
Other debt:
Other long-term debt	8.58	%	(1)	~~157~~12		~~504~~157		4712		~~110~~—		—		—		—		—
Notes payable (6)	9.8	%	(1)	499,312		382,544		499,312		—		—		—		—		—
Notes payable (5)	9.4	%	(1)	395,030		499,312		395,030		—		—		—		—		—
Total debt				$	1849,~~017,340~~892	$	1,~~001~~017,~~049~~340	$	~~519~~395,~~606~~042	$	~~110~~—	$	—454,850	$	~~497,624~~—	$	—	$	—
Short-term (6)				$	499,312	$	382,544
Short-term (5)				$	395,030	$	499,312
Long-term:
Current portion of long-term debt				$	~~20,294~~12	$	7520,294
Long-term debt				~~497~~454,~~734~~850		~~618~~497,~~430~~734
Total				$	~~518~~454,~~028~~862	$	~~618~~518,~~505~~028
Letters of credit				$	57,~~070~~790	$	115,~~684~~070
(1) Weighted average rate for the trailing twelve months ended March 31, 2024 or, for indebtedness outstanding only during a portion of such twelve-month period, for the portion of such period that such indebtedness was outstanding.
(1) Weighted average rate for the trailing twelve months ended March 31, 2025 or, for indebtedness outstanding only during a portion of such twelve-month period, for the portion of such period that such indebtedness was outstanding.
(2) On February 6, 2023, $260,452 of the 10.0% Notes due 2024 were exchanged for 8.5% Notes due 2027. The remaining 10.0% Notes due 2024 outstanding of $20,247 is net of a debt discount of $144. Total repayment at maturity is $20,391.
(2) Balance of $145,820 is net of a debt discount of $2,519. Total repayment at maturity is $148,339.
(3) Balance of $178,146 is net of a debt discount of $4,384. Total repayment at maturity is $182,530.
(3) Balance of $187,144 is net of a debt discount of $1,889. Total repayment at maturity is $189,033, which includes a $2,000 exit fee payable upon repayment.
(4) Balance of $186,659 is net of a debt discount of $2,374. Total repayment at maturity is $189,033, which includes a $2,000 exit fee payable upon repayment.
(4) Balance of $121,886 is net of a debt premium of $1,681. Total repayment at maturity is $120,205.
(5) Balance of $132,819 is net of a debt premium of $2,269. Total repayment at maturity is $130,550.
(5) Primarily seasonal lines of credit.
(6) Primarily foreign seasonal lines of credit.

Outstanding Senior Secured Debt

ABL Credit Facility

Our wholly owned subsidiary, Pyxus Holdings, Inc. ("Pyxus Holdings"), certain subsidiaries of Pyxus Holdings (together with Pyxus Holdings, the "Borrowers"), and the Company and its wholly owned subsidiary, Pyxus Parent, Inc. ("Pyxus Parent"), as guarantors, entered into an ABL Credit Agreement (as amended, the "ABL Credit Agreement"), dated as of February 8, 2022, by and among Pyxus Holdings, as Borrower Agent, the Borrowers and parent guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Administrative Agent and Collateral Agent, which was subsequently amended on May 23, 2023 and October 24, 2023. ~~The~~Refer ~~ABL~~to ~~Credit Agreement establishes an asset-based revolving credit facility (the~~ "~~ABL~~Note ~~Credit Facility"), the proceeds of which may be used to provide for the ongoing working capital and general corporate purposes of the Borrowers, the Company, Pyxus Parent, and their subsidiaries~~27. ~~The~~Subsequent ~~ABL~~Events" ~~Credit Facility may be used~~ for ~~revolving~~additional ~~credit~~information ~~loans~~regarding ~~and letters of credit from time to time up to a maximum principal amount of $120,000, subject to~~ the ~~limitations~~Fourth ~~described~~Amendment ~~below in this paragraph. The ABL Credit Facility includes a $20,000 uncommitted accordion feature that permits Pyxus Holdings, under certain conditions,~~ to ~~solicit~~ the ~~lenders under the~~ ABL Credit Facility ~~to provide additional revolving loan commitments to increase the aggregate amount of the revolving loan commitments under the ABL Credit Facility not to exceed a maximum principal amount of $140,000~~. ~~The amount available under the ABL Credit Facility is limited by a borrowing base consisting of certain eligible accounts receivable and inventory, reduced by specified reserves, as follows:~~

The ABL Credit Agreement establishes an asset-based revolving credit facility (the "ABL Credit Facility"), the proceeds of which may be used to provide for the ongoing working capital and general corporate purposes of the Borrowers, the Company, Pyxus Parent, and their subsidiaries. The ABL Credit Facility may be used for revolving credit loans and letters of credit from time to time up to a maximum principal amount of $120,000, subject to the limitations described below in this paragraph. The ABL Credit Facility includes a $20,000 uncommitted accordion feature that permits Pyxus Holdings, under certain conditions, to solicit the lenders under the ABL Credit Facility to provide additional revolving loan commitments to increase the aggregate amount of the revolving loan commitments under the ABL Credit Facility not to exceed a maximum principal amount of

$140,000. The amount available under the ABL Credit Facility is limited by a borrowing base consisting of certain eligible accounts receivable and inventory, reduced by specified reserves, as follows:

•85% of eligible accounts receivable, plus

•the lesser of (i) 85% of the book value of Eligible Extended Terms Receivables (as defined in the ABL Credit Agreement) and (ii) $5,000, plus

•90% of eligible credit insured accounts receivable, plus

•applicable reserves.

At March 31, ~~2024~~2025, no borrowings under the ABL Credit Facility were outstanding and $120,000 was available for borrowing under the ABL Credit Facility. Weighted average borrowings outstanding under the ABL Credit Facility during the fiscal year ended March 31, ~~2024~~2025 were $4856,~~833~~332.

The ABL Credit Facility permits both base rate borrowings and borrowings based upon the ~~Bloomberg-Short-Term~~Secured ~~Bank~~Overnight ~~Yield~~Financing ~~Index~~Rate ~~rate~~ ("~~BSBY~~SOFR"). Borrowings under the ABL Credit Facility bear interest at an annual rate equal to one, three, or six-month reserve-adjusted ~~BSBY~~SOFR Rate plus 300 basis points or 200 basis points above base rate, as applicable, with a fee on unutilized commitments at an annual rate of 25.0 basis points if the outstanding borrowings equal or exceed $60,000 and 37.5 basis points if the outstanding borrowings are less than $60,000.

~~The ABL Credit Facility matures on February 8, 2027.~~ As of March 31, ~~2024~~2025, there are no amounts outstanding under the ABL Credit Facility.

Cash Dominion. Under the terms of the ABL Credit Facility, if (i) an event of default has occurred and is continuing, (ii) excess borrowing availability under the ABL Credit Facility (based on the lesser of the commitments thereunder and the borrowing base) (the "Excess Availability") falls below the greater of $10,000 or 10% of the lesser of total commitments under the ABL Credit Facility at such time and the borrowing base at such time, or (iii) Domestic Availability (as defined in the ABL Credit Agreement) being less than the greater of $20,000 or 20% of the lesser of total commitments under the ABL Credit Facility at such time and the borrowing base at such time, the ABL Loan Parties will become subject to cash dominion, which will require daily prepayment of loans under the ABL Credit Facility with the cash deposited in certain deposit accounts of the ABL Loan Parties, including concentration accounts, and will restrict the ABL Loan Parties’ ability to transfer cash from their concentration accounts to their disbursement accounts. Such cash dominion period (a "Dominion Period") shall end when (i) if arising as a result of a continuing event of default, such event of default ceases to exist, (ii) if arising as a result of non-compliance with the Excess Availability threshold, no event of default is continuing and, for a period of 30 consecutive days, Excess Availability is equal to or greater than the greater of $10,000 or 10% of the lesser of total commitments under the ABL Credit Facility and the borrowing base, or (iii) if arising as a result of Domestic Availability being less than the threshold, no event of default is continuing and, for a period of 30 consecutive days, Domestic Availability is greater than the greater of $20,000 or 20% of the lesser of total commitments under the ABL Credit Facility and the borrowing base.

daily prepayment of loans under the ABL Credit Facility with the cash deposited in certain deposit accounts of the ABL Loan Parties, including concentration accounts, and will restrict the ABL Loan Parties’ ability to transfer cash from their concentration accounts to their disbursement accounts. Such cash dominion period (a "Dominion Period") shall end when (i) if arising as a result of a continuing event of default, such event of default ceases to exist, (ii) if arising as a result of non-compliance with the Excess Availability threshold, no event of default is continuing and, for a period of 30 consecutive days, Excess Availability is equal to or greater than the greater of $10,000 or 10% of the lesser of total commitments under the ABL Credit Facility and the borrowing base, or (iii) if arising as a result of Domestic Availability being less than the threshold, no event of default is continuing and, for a period of 30 consecutive days, Domestic Availability is greater than the greater of $20,000 or 20% of the lesser of total commitments under the ABL Credit Facility and the borrowing base.

Covenants. The ABL Credit Agreement governing the ABL Credit Facility contains (i) a springing covenant requiring that the Company’s fixed charge coverage ratio be no less than 1.10 to 1.00 during any Dominion Period and (ii) a covenant requiring Domestic Availability greater than $20,000 at all times until audited financial statements for fiscal year ending March 31, 2023 are delivered under the ABL Credit Agreement.

•incur additional indebtedness or issue disqualified stock or preferred stock;,

•make investments;,

•pay dividends and make other restricted payments;,

•sell certain assets;,

•create liens;,

•enter into sale and leaseback transactions;,

•consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets;,

•enter into transactions with affiliates;, and

•designate subsidiaries as Unrestricted Subsidiaries (as defined in the ABL Credit Agreement).

On March 31, ~~2024~~2025, the Borrowers were in compliance with ~~all~~the covenants under the ABL Credit Agreement.

Intabex Term Loans

Pursuant to (i) an exchange offer (the "DDTL Facility Exchange") made to, and accepted by, holders of 100.0% of the outstanding term loans (the "DDTL Term Loans") under the Amended and Restated Term Loan Credit Agreement, effectuated pursuant to that certain Amendment and Restatement Agreement, dated as of June 2, 2022 (the "DDTL Credit Agreement"), by and among Intabex Netherlands B.V., as borrower ("Intabex"), the guarantors party thereto, the administrative agent and collateral agent thereunder, and the several lenders from time to time party thereto and (ii) an exchange offer (the "Exit Facility Exchange") made to, and accepted by, holders of 100.0% of the outstanding term loans (the "Exit Term Loans") under the Exit Term Loan Credit Agreement, dated as of August 24, 2020 (the "Exit Term Loan Credit Agreement"), by and among Pyxus Holdings, as borrower, the guarantors party thereto, the administrative agent and collateral agent thereunder, and the several lenders from time to time party thereto, on February 6, 2023, Pyxus Holdings entered into the Intabex Term Loan Credit Agreement, dated as of February 6, 2023 (the "Intabex Term Loan Credit Agreement"), by and among, Pyxus Holdings, the guarantors party thereto, the lenders party thereto and Alter Domus (US) LLC ("Alter Domus"), as administrative agent and senior collateral agent. The Intabex Term Loan Credit Agreement established a term loan credit facility in an aggregate principal amount of approximately $189,033 (the "Intabex Credit Facility"), under which term loans in the full aggregate principal amount of the Intabex Credit Facility (the "Intabex Term Loans") were deemed made in exchange for (i) $100,000 principal amount of the DDTL Term Loans, plus an additional $2,000 on account of the exit fee payable under the DDTL Credit Agreement and (ii) approximately $87,033 principal amount of Exit Term Loans, representing 40.0% of the outstanding principal amount thereof (including the applicable accrued and unpaid PIK interest thereon).

60On March 31, 2025, Pyxus Holdings and the guarantors under the Intabex Term Loan Credit Agreement were in compliance with the covenants under the Intabex Term Loan Credit Agreement.

stock or preferred stock; make investments; pay dividends and make other restricted payments; sell certain assets; incur liens; consolidate, merge, sell or otherwise dispose of all or substantially all their assets; enter into transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; and, in the case of Intabex, undertake business activities and sell certain subsidiaries.

On March 31, 2024, Pyxus Holdings and the guarantors under the Intabex Term Loan Credit Agreement were in compliance with all covenants under the Intabex Term Loan Credit Agreement.

Pyxus Term Loans

Pursuant to the Exit Facility Exchange, on February 6, 2023, Pyxus Holdings entered into the Pyxus Term Loan Credit Agreement, dated as of February 6, 2023 (the "Pyxus Term Loan Credit Agreement"), by and among, Pyxus Holdings, the guarantors party thereto, the lenders party thereto and Alter Domus, as administrative agent and senior collateral agent, to establish a term loan credit facility in an aggregate principal amount of approximately $130,550 (the "Pyxus Credit Facility"), under which term loans in the full aggregate principal amount of the Pyxus Credit Facility (the "Pyxus Term Loans" and, together with the Intabex Term Loans, the "New Term Loans") were deemed made in exchange for 60.0% of the outstanding principal amount of Exit Term Loans (including the applicable accrued and unpaid PIK interest thereon).

under which term loans in the full aggregate principal amount of the Pyxus Credit Facility (the "Pyxus Term Loans" and, together with the Intabex Term Loans, the "New Term Loans") were deemed made in exchange for 60.0% of the outstanding principal amount of Exit Term Loans (including the applicable accrued and unpaid PIK interest thereon).

On March 31, ~~2024~~2025, Pyxus Holdings and the guarantors under the Pyxus Term Loan Credit Agreement were in compliance with ~~all~~the covenants under the Pyxus Term Loan Credit Agreement.

On March 21, 2024, Pyxus Holdings entered into an agreement (the "Debt Repurchase Agreement") with certain holders of its senior debt which included the right of Pyxus Holdings, at its option, to purchase from such holders $10,345 aggregate principal amount of the Pyxus Term Loans for $9,104, a 12.0% discount to par value, plus accrued and unpaid interest and specified customary fees. On April 12, 2024, Pyxus Holdings exercised its right to purchase such Pyxus Term Loans. Refer to "Note 29. Subsequent Events" for additional information.

8.50% Senior Secured Notes due 2027

Pursuant to an exchange offer (the "Notes Exchange" and, together with the DDTL Facility Exchange and the Exit Facility Exchange, the "Debt Exchange Transactions") made by Pyxus Holdings and accepted by holders of approximately 92.7% of the aggregate principal amount of the outstanding 10.0% Senior Secured First Lien Notes due 2024 issued by Pyxus Holdings (the "2024 Notes") pursuant to that certain Indenture, dated as of August 24, 2020 (the "2024 Notes Indenture"), by and among Pyxus Holdings, the guarantors party thereto and the trustee, collateral agent, registrar and paying agent thereunder, on February 6, 2023, Pyxus Holdings issued approximately $260,452 in aggregate principal amount of 8.5% Senior Secured Notes due December 31, 2027 (the "2027 Notes" and, together with the New Term Loans, the "New Secured Debt") to the exchanging holders of the 2024 Notes for an equal principal amount of 2024 Notes. The 2027 Notes were issued pursuant to the Indenture, dated as of February 6, 2023 (the "2027 Notes Indenture"), among Pyxus Holdings, the guarantors party thereto, and Wilmington Trust, National Association, as trustee, and Alter Domus, as collateral agent.

61At any time, Pyxus Holdings may redeem the 2027 Notes, in whole or in part, at a redemption price equal to 100.0% of the principal amount of 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

At any time from time to time, Pyxus Holdings may redeem the 2027 Notes, in whole or in part, at a redemption price equal to 100.0% of the principal amount of 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

On March 31, ~~2024~~2025, Pyxus Holdings and the guarantors of the 2027 Notes were in compliance with ~~all~~the covenants under the 2027 Notes Indenture.

Pursuant to the Debt Repurchase Agreement entered into on March 21, 2024, Pyxus Holdings agreed to purchase from the holders of its senior debt party to the Debt Repurchase Agreement $77,922 aggregate principal amount of the 2027 Notes for $60,000, a 23.0% discount to par value, plus accrued and unpaid interest and specified customary fees. The Debt Repurchase Agreement also included the right of Pyxus Holdings, at its option, to purchase from such holders an additional $34,191 aggregate principal amount of the 2027 Notes for $26,327, a 23.0% discount to par value, plus accrued and unpaid interest and customary fees. The purchase of $77,922 aggregate principal amount of the 2027 Notes pursuant to the Debt Repurchase Agreement was completed on March 28, 2024. On April 12, 2024, Pyxus Holdings exercised its right under the Debt Repurchase Agreement to purchase such additional $34,191 aggregate principal amount of the 2027 Notes. Refer to "Note 29. Subsequent Events" for additional information.

Guarantees and Collateral

(which were pledged as collateral for the DDTL Term Loans) are pledged as collateral to secure the Intabex Term Loans (the "Intabex Collateral") but do not secure the 2027 Notes, the Pyxus Term Loans, or obligations under the ABL Credit Agreement. On March 27, 2024, Alliance One International Tabak B.V. was merged with and into Intabex.

Intercreditor Agreements

ABL/New Secured Debt Intercreditor Agreement. On February 6, 2023, Pyxus Holdings, Inc., the guarantors party thereto, PNC Bank, National Association, as ABL Agent, Alter Domus, as Pyxus Term Loan Administrative Agent, Intabex Term Loan Administrative Agent and Senior Collateral Agent, and Wilmington Trust, National Association, as Senior Notes Trustee entered into an Amended and Restated ABL Intercreditor Agreement, dated as of February 6, 2023 (the "ABL/New Secured Debt Intercreditor Agreement") to provide for the intercreditor relationship between, (i) on one hand, the holders of obligations under the ABL Credit Facility, the guarantees thereof and certain related obligations and (ii) on the other hand, the holders of obligations under the New Secured Debt, the guarantees thereof and certain related obligations. Pursuant to the terms of the ABL/Term Loan/Notes Intercreditor Agreement, Pyxus Holdings’ obligations under the ABL Credit Facility, the guarantees thereof and certain related obligations have first-priority senior liens on the ABL Priority Collateral, which includes certain accounts receivable and inventory and certain related intercompany notes, cash, deposit accounts, related general intangibles and instruments, certain other related assets of the foregoing entities and proceeds of the foregoing, with the obligations under the New Secured Debt having junior-priority liens on the ABL Priority Collateral. Pursuant to the ABL/New Secured Debt Intercreditor Agreement, Pyxus Holdings’ collective obligations under the New Secured Debt, the guarantees thereof and certain related obligations have first-priority senior liens on the collateral that is not ABL Priority Collateral, including owned material real property in the U.S., capital stock of subsidiaries owned directly by Pyxus Holdings or a guarantor (other than the Intabex Collateral), existing and after acquired intellectual property rights, equipment, related general intangibles and instruments and certain other assets related to the foregoing and proceeds of the foregoing, with the obligations under the ABL Credit Facility having junior-priority liens on such collateral, other than real property. The ABL Credit Facility is not secured by real property.

ABL/Term Loan/Notes Intercreditor Agreement, Pyxus Holdings’ obligations under the ABL Credit Facility, the guarantees thereof and certain related obligations have first-priority senior liens on the ABL Priority Collateral, which includes certain accounts receivable and inventory and certain related intercompany notes, cash, deposit accounts, related general intangibles and instruments, certain other related assets of the foregoing entities and proceeds of the foregoing, with the obligations under the New Secured Debt having junior-priority liens on the ABL Priority Collateral. Pursuant to the ABL/New Secured Debt Intercreditor Agreement, Pyxus Holdings’ collective obligations under the New Secured Debt, the guarantees thereof and certain related obligations have first-priority senior liens on the collateral that is not ABL Priority Collateral, including owned material real property in the United States, capital stock of subsidiaries owned directly by Pyxus Holdings or a guarantor (other than the Intabex Collateral), existing and after acquired intellectual property rights, equipment, related general intangibles and instruments and certain other assets related to the foregoing and proceeds of the foregoing, with the obligations under the ABL Credit Facility having junior-priority liens on such collateral, other than real property. The ABL Credit Facility is not secured by real property.

principal amount of any future junior debt secured by the Collateral. Any such future junior debt will be subject to certain customary waivers of rights in a bankruptcy or insolvency proceeding in favor of the Senior Collateral Agent, including, but not limited to, with respect to debtor-in-possession financing, adequate protection, and credit bidding.

Related Party Transactions

•approximately 99.7% of the DDTL Term Loans outstanding under the DDTL Credit Agreement;,

•approximately 68.1% of the Exit Term Loans outstanding under the Exit Term Loan Credit Agreement;, and

•approximately 64.1% of the 2024 Notes outstanding under the 2024 Notes Indenture.

Pursuant to the Support Agreement, the Supporting Holders agreed to participate in the DDTL Facility Exchange, the Exit Facility Exchange, and the Notes Exchange, which were completed on February 6, 2023. Based on a Schedule 13D/A filed with the SEC on January 4, 2023 by Glendon Capital Management, L.P. (the "Glendon Investor"), Glendon Opportunities Fund, L.P. and Glendon Opportunities Fund II, L.P., Glendon Capital Management, L.P. reported beneficial ownership of 7,939 shares of the Company’s common stock, representing approximately 31.8% of the outstanding shares of the Company’s common stock. Based on a Schedule 13D/A filed with the SEC on January 23, 2023, by Monarch Alternative Capital LP (the "Monarch Investor"), MDRA GP LP and Monarch GP LLC, Monarch Alternative Capital LP reported beneficial ownership of 6,140 shares of the Company’s common stock, representing approximately 24.6% of the outstanding shares of the Company’s common stock. Based on a Schedule 13G/A filed with the SEC on February 10, 2022 by Owl Creek Asset Management, L.P. and Jeffrey A. Altman, Owl Creek Asset Management, L.P. is the investment manager of certain funds and reported beneficial ownership of 2,405 shares of the Company’s common stock on December 31, 2021, representing approximately 9.6% of the outstanding shares of the Company’s common stock. A representative of the Glendon Investor and a representative of the Monarch Investor served as directors of Pyxus at the time the Company and its applicable subsidiaries entered into the Initial DDTL Credit Facility Agreement, the amendments thereto (including the DDTL Credit Agreement) and the Support Agreement, effected borrowings under the Initial DDTL Credit Facility Agreement and the DDTL Credit Agreement and commenced the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange.

63On March 21, 2024, Pyxus Holdings entered into an agreement (the "Debt Repurchase Agreement") with funds affiliated with the Monarch Investor to purchase $77,922 of aggregate principal amount of their holdings in the 2027 Notes for $60,000, a 23.0% discount to par value, plus accrued and unpaid interest and specified customary fees. The purchase of $77,922 aggregate principal amount of the 2027 Notes for a total of $62,339 (including fees and accrued and unpaid interest) was completed on March 28, 2024.

The ~~holders~~Debt Repurchase Agreement also included the right of ~~senior~~Pyxus ~~debt~~Holdings, ~~that~~at ~~are~~its ~~parties~~option, to ~~the~~purchase ~~Debt~~from ~~Repurchase~~such ~~Agreement~~holders ~~are~~an ~~funds~~additional ~~affiliated~~$34,191 ~~with~~aggregate principal amount of the ~~Monarch~~2027 ~~Investor~~Notes for $26,327, a 23.0% discount to par value, plus accrued and ofunpaid ~~which~~interest, ~~the~~and ~~Monarch~~$10,345 ~~Investor~~aggregate isprincipal amount of the ~~investment~~Pyxus ~~advisor~~Term Loans for $9,104, a 12.0% ~~Refer~~discount to ~~"Note~~par 27value, plus accrued and unpaid interest. ~~Related~~On ~~Party~~April ~~Transactions"~~12, ~~for~~2024, ~~additional~~Pyxus ~~information~~Holdings exercised its right to complete these repurchases by September 30, 2024.

On May 31, 2024, Pyxus Holdings completed the purchase of $10,345 of aggregate principal amount of the Pyxus Term Loans for a total of $9,435 (including accrued and unpaid interest).

On August 2, 2024, Pyxus Holdings completed the purchase of $34,191 of aggregate principal amount of the 2027 Notes for a total of $26,707 (including accrued and unpaid interest).

Other Outstanding Debt

2024 Notes

InThe ~~conjunction with the Notes Exchange, Pyxus Holdings received consents from requisite holders of~~ 2024 Notes tobore ~~amend~~interest ~~the~~at ~~2024~~a ~~Notes~~rate ~~Indenture, the 2024 Notes and the related intercreditor and security documents to, among other things, (i) eliminate most~~ of ~~the~~10.0% ~~restrictive~~per ~~covenants and certain of the affirmative covenants in the 2024 Notes Indenture~~year, ~~(ii)~~payable ~~eliminate~~semi-annually ~~the change of control repurchase obligation~~ in ~~the~~arrears ~~2024 Notes Indenture, (iii) subordinate the 2024 Notes~~ in ~~right~~cash ofon ~~payment to existing and future senior indebtedness (including the New Secured Debt), (iv) eliminate certain events of default and (v) release all of the collateral securing the 2024 Notes. On~~ February 6,15 2023, the relevant parties to the 2024 Notes Indenture entered into the Second Supplemental Indenture, dated as of February 6, 2023 (the "2024 Notes Supplemental Indenture"), to the 2024 Notes Indenture, pursuant to which the 2024 Notes Indenture, the 2024 Notes and ~~the~~August ~~related intercreditor and security documents were amended to effect these changes.~~

~~The~~65 2024 Notes bear interest at a rate of 10.0% per year, payable semi-annually in arrears in cash on February 15 and August 15 of each year. The 2024 Notes are stated to mature on August 24, 2024. At March 31, 2024, the remaining 2024 Notes outstanding is $20,247, net of a debt discount of $144. The total repayment amount due at maturity is $20,391.

15 of each year. On ~~March~~August 3126, 2024, ~~Pyxus~~upon ~~Holdings~~maturity ~~and the guarantors~~ of the 2024 Notes, ~~were~~Pyxus inHoldings ~~compliance~~paid ~~with~~$20,442, ~~all~~which ~~covenants~~included ~~under~~$51 ~~the~~for ~~2024~~accrued ~~Notes~~and ~~Indenture~~unpaid interest, asto ~~amended~~retire by the 2024 Notes ~~Supplemental Indenture~~.

~~Foreign~~ Seasonal Lines of Credit

Excluding its long-term credit agreements, the Company has typically financed its ~~non-U.S.~~foreign operations with committed and uncommitted short-term seasonal lines of credit arrangements with a number of banks. These operating lines are generally seasonal in nature, typically extending for a term of 180 to 365 days corresponding to the tobacco crop cycle in that location. ~~These~~For ~~facilities are typically~~ uncommitted infacilities, ~~that~~ the lenders have the right to cease making loans and demand repayment of loans at any time or at specified dates. These loans are generally renewed at the outset of each tobacco season. Certain of the ~~foreign~~ seasonal lines of credit are guaranteed by the Company and certain of its subsidiaries. At March 31, ~~2024~~2025, the total borrowing capacity under individual ~~foreign~~ seasonal lines of credit range up to $~~155~~170,000. At March 31, ~~2024~~2025 and ~~2023~~2024, the Company was permitted to borrow under ~~foreign~~ seasonal lines of credit, including letters of credit, up to a total of $~~776~~918,~~756~~372 and $~~716~~776,~~080~~756, respectively, subject to limitations under the ABL Credit Agreement and the agreements governing the New Secured Debt. The weighted average variable interest rate for the years ended March 31, ~~2024~~2025 and ~~2023~~2024 was 9.84% and 69.8%, respectively. Certain of the ~~foreign~~ seasonal lines of credit with aggregate outstanding borrowings at March 31, ~~2024~~2025 and ~~2023~~2024 of $~~119~~93,~~964~~243 and $84119,~~640~~964, respectively, are secured by trade receivables and inventories as collateral. At March 31, ~~2024~~2025 and ~~2023~~2024, respectively, $~~516~~542 and $~~379~~516 of cash was held on deposit as a compensating balance. At March 31, ~~2024~~2025, the Company and its subsidiaries were in compliance with the covenants associated with the short-term seasonal lines of credit.

1816. Securitized Receivables

The Company sells trade receivables to unaffiliated financial institutions under various accounts receivable securitization facilities, two of which are subject to annual renewal.

Under the first facility, with Finacity Corporation (the "Finacity Facility"), the Company continuously sells a designated pool of trade receivables to a special purpose entity, which sells 100% of the receivables to an unaffiliated financial institution. Following the sale and transfer of the receivables to the special purpose entity, the receivables are isolated from the Company and its affiliates, and effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the receivables. This facility requires a minimum level of deferred purchase price be retained by the Company in connection with the sales of the receivables to the unaffiliated financial institution. The Company continues to service, administer, and collect the receivables on behalf of the special purpose entity and receives a servicing fee of 0.5% of serviced receivables per annum. As the Company estimates the expected fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets or liabilities are recognized. Servicing fees are recorded as a reduction of selling, general, and administrative expenses within the statements of consolidated operations. As of March 31, ~~2024~~2025, the investment limit of this facility was $~~100~~160,000 of trade receivables.

Under the second facility, the Company offers trade receivables for sale to an unaffiliated financial institution, which are then subject to acceptance by the unaffiliated financial institution. Following the sale and transfer of the receivables to the unaffiliated financial institution, the receivables are isolated from the Company and its affiliates, and effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the receivables. Although the Company continues to service, administer, and collect the receivables on behalf of the unaffiliated financial institution, the Company does not receive a servicing fee, and as a result, has established a servicing liability based upon unobservable inputs, primarily discounted cash flow. As of March 31, 2025, the investment limit under the second facility was $160,000 of trade receivables.

64As servicer for the Finacity Facility and the second facility, the Company may receive funds that are due to the unaffiliated financial institutions which are net settled on the next settlement date. As of March 31, 2025 and 2024, trade receivables, net in the consolidated balance sheets has been reduced by $2,190 and $15,036 as a result of the net settlement, respectively. As of March 31, 2025 and 2024, accrued expenses and other current liabilities in the consolidated balance sheets includes $0 and $10,279 of net payables for the Finacity Facility, respectively. Refer to "Note 19. Fair Value Measurements" for additional information.

~~unaffiliated~~Under ~~financial~~the ~~institution~~other facilities, the ~~receivables~~Company ~~are~~offers ~~isolated~~trade ~~from~~receivables ~~the~~for ~~Company~~sale ~~and~~to ~~its~~unaffiliated ~~affiliates~~financial institutions, ~~and~~which ~~effective~~are ~~control~~then ofsubject ~~the~~to ~~receivables~~acceptance isby ~~passed to~~ the unaffiliated financial ~~institution,~~institutions. ~~which~~Following ~~has~~the ~~all~~sale ~~rights,~~and ~~including~~transfer of the ~~right~~receivables to ~~pledge~~the orunaffiliated ~~sell~~financial institution, the receivables. ~~Although~~are isolated from the Company ~~continues~~and toits ~~service~~affiliates, ~~administer,~~ and ~~collect~~effective control of the receivables onis ~~behalf~~passed ofto the unaffiliated financial institution, ~~the~~which ~~Company~~has ~~does~~all ~~not receive a servicing fee~~rights, ~~and~~including asthe aright ~~result,~~to ~~has~~pledge ~~established~~or asell ~~servicing~~the ~~liability based upon unobservable inputs, primarily discounted cash flow~~receivables. As of March 31, ~~2024~~2025, the investment ~~limit~~limits under ~~the~~these ~~second~~other ~~facility~~facilities ~~was~~were ~~$110,000~~variable ofbased ~~trade~~on ~~receivables~~qualifying sales.

As66 servicer for the Finacity Facility and the second facility, the Company may receive funds that are due to the unaffiliated financial institutions which are net settled on the next settlement date. As of March 31, 2024 and 2023, trade receivables, net in the consolidated balance sheets has been reduced by $15,036 and $3,193 as a result of the net settlement, respectively. As of March 31, 2024 and 2023, accrued expenses and other current liabilities in the consolidated balance sheets includes $10,279 and $0 of net payables for the Finacity Facility, respectively. Refer to "Note 21. Fair Value Measurements" for additional information.

Under the other facilities, the Company offers trade receivables for sale to unaffiliated financial institutions, which are then subject to acceptance by the unaffiliated financial institutions. Following the sale and transfer of the receivables to the unaffiliated financial institution, the receivables are isolated from the Company and its affiliates, and effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the receivables. As of March 31, 2024, the investment limits under these other facilities were variable based on qualifying sales.

The following summarizes the Company's accounts receivable outstanding in the securitization facilities, which represents trade receivables sold into the program that have not been collected from the customer, and related beneficial interests, which represents the Company's residual interest in receivables sold that have not been collected from the customer:

	March 31,
	2024		2023
	2025		2024
Receivables outstanding in facility	$	~~170~~355,~~267~~246	$	~~173~~170,~~979~~267
Beneficial interest	1529,~~036~~354		1915,~~522~~036

Cash proceeds from the sale of trade receivables is comprised of a combination of cash and a deferred purchase price receivable. Deferred purchase price receivable is realized after the collection of the underlying trade receivables sold by the purchasers. The following summarizes the Company's cash purchase price and deferred purchase price:

	Years Ended March 31,
	2024		2023		2022
	2025		2024		2023
Cash proceeds:
Cash purchase price	$	~~649~~981,~~680~~560	$	~~696~~649,~~404~~680	$	~~441~~696,~~054~~404
Deferred purchase price	~~175~~188,~~911~~312		~~165~~175,~~262~~911		~~189~~165,~~440~~262

1917. Guarantees

In certain markets, the Company guarantees bank loans for suppliers to finance their crops. The Company also guarantees bank loans of certain unconsolidated subsidiaries. The following summarizes amounts guaranteed and the fair value of those guarantees:

	March 31,
	2024		2023
	2025		2024
Amounts guaranteed (not to exceed)	$	97110,~~411~~660	$	~~152~~97,~~032~~411
Amounts outstanding under guarantee(1)	7180,~~427~~045		8371,~~420~~427
Fair value of guarantees	56,~~097~~459		5,~~262~~097
Amounts due to local banks on behalf of suppliers for government subsidized rural credit financing	3413,~~571~~787		1234,~~529~~571
(1) Most of the guarantees outstanding at March 31, 2024 expire within one year.
(1) Most of the guarantees outstanding at March 31, 2025 expire within one year.

6518. Derivative Financial Instruments

20The Company uses forward or option currency contracts to manage risks associated with foreign currency exchange rates on foreign operations. ~~Derivative~~These ~~Financial~~contracts ~~Instruments~~are for green tobacco purchases, processing costs, and selling, general, and administrative expenses. The Company recorded a net (loss) gain of $(2,411), $6,356, and $6,764 from its derivative financial instruments in cost of goods and services sold for the years ended March 31, 2025, 2024, and 2023, respectively.

~~The~~As ~~Company~~of ~~uses~~March 31, ~~forward~~2025 orand ~~option~~2024, ~~currency~~accumulated ~~contracts~~other tocomprehensive ~~manage~~income ~~risks~~includes ~~associated~~$132 ~~with~~and ~~foreign~~$(2,860), ~~currency~~respectively, ~~exchange~~net ~~rates~~of on$(92) ~~foreign~~and ~~operations.~~$1,021 ~~These~~of ~~contracts~~tax, ~~are~~respectively, for ~~green~~net ~~tobacco~~unrealized ~~purchases,~~gains ~~processing~~and ~~costs,~~(losses) ~~and~~related ~~selling,~~to ~~general,~~designated ~~and~~cash ~~administrative~~flow ~~expenses~~hedges. ~~The~~As of March 31, 2025, the Company recorded acurrent ~~net~~derivative ~~gain~~assets of $6982,~~356,~~ 6included within other current assets,~~764,~~ and current derivative liabilities of $257,~~482~~ ~~from~~included ~~its~~within ~~derivative~~accrued ~~financial~~expenses ~~instruments~~and inother ~~cost~~current ofliabilities. ~~goods~~There ~~and~~were ~~services~~no ~~sold~~derivative ~~for~~assets ~~the~~or ~~years~~liabilities ~~ended~~outstanding as of March 31, 2024,. ~~2023,~~Refer ~~and~~to ~~2022,~~"Note ~~respectively~~19. Fair Value Measurements" for additional information.

As of March 31, 2024 and 2023, accumulated other comprehensive income includes $(2,860) and $(2,777), respectively, net of $1,021 and $1,690 of tax, respectively, for net unrealized (losses) and gains related to designated cash flow hedges. As of March 31, 2024 and 2023, the Company recorded current derivative assets of $0 and $3,970 within other current assets, respectively. Refer to "Note 21. Fair Value Measurements" for additional information.

The following summarizes the U.S. Dollar notional amount of derivative contracts outstanding:

	March 31,
	2024		2023
	2025		2024
U.S. Dollar notional outstanding	$	—49,500	$	~~63,622~~—

~~21.~~67 ~~Fair Value Measurements~~

19. Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The inputs used to measure fair value are prioritized based on a three-level valuation hierarchy, which is comprised of observable and non-observable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These three levels of inputs create the following fair value hierarchy:

•Level 1 inputs - Quoted prices in active markets for identical assets or liabilities.

•Level 2 inputs - Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and observable inputs (other than quoted prices) for the assets or liabilities.

•Level 3 inputs - Unobservable inputs for the assets or liabilities.

The following summarizes assets and liabilities measured at fair value on a recurring basis:

	March 31,
	2024						2023
	2025						2024
	Level 2		Level 3		Total Assets /Liabilitiesat Fair Value		Level 2		Level 3		Total Assets /Liabilitiesat Fair Value
Financial assets
Financial assets:
Derivative financial instruments	$	—982	$	—	$	—982	$	~~3,970~~—	$	—	$	~~3,970~~—
Securitized beneficial interests	—		1529,~~036~~354		1529,~~036~~354		—		1915,~~522~~036		1915,~~522~~036
Total assets	$	—982	$	1529,~~036~~354	$	1530,~~036~~336	$	~~3,970~~—	$	1915,~~522~~036	$	2315,~~492~~036
Financial liabilities
Financial liabilities:
Long-term debt(1)	$	462,987	$	160	$	463,147	$	523,758	$	514	$	524,272
Derivative financial instruments	$	57	$	—	$	57	$	—	$	—	$	—
Guarantees	—		5,097		5,097		—		5,262		5,262
Long-term debt(1)	433,885		12		433,897		462,987		160		463,147
Total liabilities	$	462,987	$	5,257	$	468,244	$	523,758	$	5,776	$	529,534
Guarantees	—		6,459		6,459		—		5,097		5,097
Total liabilities	$	433,942	$	6,471	$	440,413	$	462,987	$	5,257	$	468,244
(1) This fair value measurement disclosure does not affect the consolidated balance sheets.

Level 2 measurements

•Debt: The fair value of debt is based on the market price for similar financial instruments or model-derived valuations with observable inputs. The primary inputs to the valuation include market expectations, the Company's credit risk, and the contractual terms of the debt instrument.

•Derivatives: The fair value of derivatives is based on the discounted cash flow analysis of the expected future cash flows. The primary inputs to the valuation include forward yield curves, implied volatilities, ~~LIBOR~~interest rates, and credit valuation adjustments.

Level 3 measurements

•Guarantees: The fair value of guarantees is based on the discounted cash flow analysis of the expected future cash flows or historical loss rates. The historical loss rate was weighted by the principal balance of the loans.

•Securitized beneficial interests: The fair value of securitized beneficial interests is based on the present value of future expected cash flows. The discount rate was weighted by the outstanding interest. Payment speed was weighted by the average days outstanding.

•Debt: The fair value of debt is based on the present value of future payments. The primary inputs to this valuation include treasury notes interest and borrowing rates. The borrowing rates were weighted by average loans outstanding.

Reconciliation of Change in Recurring Level 3 Balances

The following summarizes the changes in Level 3 instruments measured on a recurring basis.

	Securitized Beneficial Interests		Long-Term Debt		Guarantees
Beginning balance at March 31, 2022	$	28,072	$	246	$	2,956
Beginning balance at March 31, 2023	$	19,522	$	514	$	5,262
Sales of receivables/issuance of guarantees	166,165		—		6,187
Settlements	(164,679)		(37)		(1,864)
Additions	—		305		—
Losses recognized in earnings	(10,036)		—		(2,017)
Ending balance at March 31, 2023	$	19,522	$	514	$	5,262
Sales of receivables/issuance of guarantees	162,229		—		7,184
Settlements	(154,659)		(354)		(4,801)
Losses recognized in earnings	(12,056)		—		(2,548)
Ending balance at March 31, 2024	$	15,036	$	160	$	5,097
Sales of receivables/issuance of guarantees	244,886		—		7,639
Settlements	(212,964)		(148)		(2,421)
Losses recognized in earnings	(17,604)		—		(3,856)
Ending balance at March 31, 2025	$	29,354	$	12	$	6,459

~~The~~Total ~~amount of total~~ losses included in earnings for the years ended March 31, ~~2024~~2025, 2024 and 2023 were $1,633, $1,027, and ~~2022~~$659 ~~are~~on securitized beneficial interests and were attributable to ~~the~~changes ~~change~~ in unrealized losses relating to assets ~~still~~ held at the respective dates ~~was $1,027, $659 and $1,148 on securitized beneficial interests~~. Gains and losses included in earnings are reported in other expense, net.

Information about Fair Value Measurements Using Significant Unobservable Inputs

The following summarizes significant unobservable inputs and the valuation techniques utilized:

Fair value at March 31, 2024

Valuation Technique

Unobservable Input

Range (Weighted Average)

Valuation Technique

Unobservable Input

Range (Weighted Average)

Securitized Beneficial Interests

~~15,036~~

Discounted Cash Flow

Discount Rate

53.60% to 76.9%

Payment Speed

~~Payment~~64 ~~Speed~~days to 91 days

~~58 days to 83 days~~

Guarantees

~~5,097~~

Historical Loss

0.7% to 37.3%

Fair value at March 31, 2023

Valuation Technique

Unobservable Input

Range (Weighted Average)

Valuation Technique

Unobservable Input

Range (Weighted Average)

Securitized Beneficial Interests

~~19,522~~

Discounted Cash Flow

Discount Rate

25.36% to 7.39%

Payment Speed

~~Payment~~58 ~~Speed~~days to 83 days

~~38 days to 88 days~~

Guarantees

~~5,262~~

Historical Loss

10.27% to 4037.03%

2220. Pension and Other Postretirement Benefits

Defined Benefit Plans

The Company terminated one of its defined benefit pension plans in the United Kingdom ("U.K. Pension Plan") during the year ended March 31, 2024. The U.K. Pension Plan was over-funded. During the year ended March 31, 2024, the Company utilized the surplus assets to pay termination fees and received a $1,106 cash distribution from the plan termination. The Company recorded a noncash pension settlement charge of $12,008 during the year ended March 31, 2024, which included the disposition of the U.K. Pension Plan assets and the reclassification of $3,511 unrecognized net pension losses, net of $1,170 tax benefit, within accumulated other comprehensive income into the Company's consolidated statements of operations.

67The Company terminated one of its defined benefit pension plans in the U.S. ("U.S. Pension Plan") during the year ended March 31, 2023. The Company settled benefits with vested participants that elected a lump sum payout and made a cash contribution of $5,300 to fully fund the U.S. Pension Plan liabilities that was used to purchase a group annuity contract to administer payments to the remaining U.S. Pension Plan participants. The Company recorded a noncash pension settlement charge of $2,588 for the year ended March 31, 2023, which included the recognition of unrecognized net pension gains within accumulated other comprehensive income into the Company's consolidated statements of operations.

~~within~~69 ~~accumulated other comprehensive income into the Company's consolidated statements of operations.~~

The Company terminated one of its defined benefit pension plans in the United States ("U.S. Pension Plan") during the year ended March 31, 2023. The Company settled benefits with vested participants that elected a lump sum payout and made a cash contribution of $5,300 to fully fund the U.S. Pension Plan liabilities that was used to purchase a group annuity contract to administer payments to the remaining U.S. Pension Plan participants. The Company recorded a noncash pension settlement charge of $2,588 for the year ended March 31, 2023, which included the recognition of unrecognized net pension gains within accumulated other comprehensive income into the Company's consolidated statements of operations.

The following summarizes benefit obligations, plan assets, and funded status for the defined benefit pension plans:


	U.S. Plans		Non-U.S. Plans		Total
	March 31, 2025
Benefit obligation, beginning	$	33,694	$	21,266	$	54,960
Service cost	—		235		235
Interest cost	1,679		1,038		2,717

Actuarial losses (gains)	838		(1,132)		(294)
Plan settlements	—		(224)		(224)
Effects of currency translation	—		(51)		(51)
Benefits paid	(3,334)		(1,561)		(4,895)
Benefit obligation, ending	$	32,877	$	19,571	$	52,448

Fair value of plan assets, beginning	$	—	$	22,380	$	22,380
Actual return on plan assets	—		1,011		1,011
Employer contributions	3,334		815		4,149
Plan settlements	—		(224)		(224)


Benefits paid	(3,334)		(1,561)		(4,895)
Fair value of plan assets, ending	$	—	$	22,421	$	22,421
Funded status of the plan	$	(32,877)	$	2,850	$	(30,027)


	U.S. Plans		Non-U.S. Plans		Total
	March 31, 2024
Benefit obligation, beginning	$	35,710	$	44,671	$	80,381
Service cost	—		181		181
Interest cost	1,705		1,780		3,485

Actuarial (gains) losses	(538)		7,743		7,205
Plan settlements	—		(29,957)		(29,957)
Effects of currency translation	—		(17)		(17)
Benefits paid	(3,183)		(3,135)		(6,318)
Benefit obligation, ending	$	33,694	$	21,266	$	54,960

Fair value of plan assets, beginning	$	—	$	52,027	$	52,027
Actual return on plan assets	—		3,171		3,171
Employer contributions	3,183		896		4,079
Plan settlements	—		(31,064)		(31,064)
Effects of currency translation	—		485		485

Benefits paid	(3,183)		(3,135)		(6,318)
Fair value of plan assets, ending	$	—	$	22,380	$	22,380
Funded status of the plan	$	(33,694)	$	1,114	$	(32,580)

	U.S. Plans		Non-U.S. Plans		Total
	March 31, 2023
Benefit obligation, beginning	$	62,797	$	58,931	$	121,728
Service cost	300		176		476
Interest cost	1,711		1,564		3,275
Plan amendments	—		139		139
Actuarial gains	(4,106)		(10,220)		(14,326)
Plan settlements	(21,390)		(720)		(22,110)
Effects of currency translation	—		(2,356)		(2,356)
Benefits paid	(3,602)		(2,843)		(6,445)
Benefit obligation, ending	$	35,710	$	44,671	$	80,381
Fair value of plan assets, beginning	$	19,812	$	66,801	$	86,613
Actual return on plan assets	(3,974)		(10,027)		(14,001)
Employer contributions	9,154		1,758		10,912
Plan settlements	(21,390)		(720)		(22,110)
Effects of currency translation	—		(2,942)		(2,942)
Benefits paid	(3,602)		(2,843)		(6,445)
Fair value of plan assets, ending	$	—	$	52,027	$	52,027
Funded status of the plan	$	(35,710)	$	7,356	$	(28,354)

The following summarizes amounts reported in the consolidated balance sheets for the defined benefit pension plans:

	U.S. Plans				Non-U.S. Plans
	March 31,				March 31,
	2024		2023		2024		2023
	2025		2024		2025		2024
Noncurrent benefit asset recorded in other noncurrent assets	$	—	$	—	$	78,~~562~~752	$	137,~~731~~562
Accrued current benefit liability recorded in accrued expenses and other current liabilities	(3,~~341~~313)		(3,~~290~~341)		(~~1,065~~729)		(~~972~~1,065)
Accrued noncurrent benefit liability recorded in pension, postretirement, and other long-term liabilities	(3029,~~353~~564)		(3230,~~420~~353)		(5,~~383~~173)		(5,~~403~~383)
Funded status of the plan	$	(3332,~~694~~877)	$	(3533,~~710~~694)	$	12,~~114~~850	$	71,~~356~~114

The following summarizes pension obligations for the defined benefit pension plans:

	U.S. Plans				Non-U.S. Plans (1)
	March 31,				March 31,
	2024		2023		2024		2023
	2025		2024		2025		2024
Information for pension plans with accumulated benefit obligation in excess of plan assets:
Projected benefit obligation	$	3332,~~694~~877	$	3533,~~710~~694	$	65,~~448~~902	$	6,~~375~~448
Accumulated benefit obligation	3332,~~694~~877		3533,~~710~~694		5,~~816~~448		5,~~998~~816
Fair value of plan assets	—		—		—		—
(1) Certain of the Company's non-U.S. defined benefit pension plans in Europe were over-funded as of March 31, 2025 and 2024.
(1) Certain of the Company's non-U.S. defined benefit pension plans in Europe were over-funded as of March 31, 2024 and 2023.

The following summarizes activity in accumulated other comprehensive income for the defined benefit plans:

	U.S. and Non-U.S. Pension		U.S. and Non-U.S. Post-retirement		Total
Prior service credit	$	56	$	—	$	56
Prior service cost	$	(82)	$	—	$	(82)
Net actuarial gains	4,645		1,383		6,028
Deferred taxes	459		(215)		244
Balance at March 31, 2022	$	5,160	$	1,168	$	6,328
Prior service cost	$	(138)	$	—	$	(138)
Net actuarial gains	1,238		609		1,847
Deferred taxes	372		(74)		298
Total change for 2023	$	1,472	$	535	$	2,007
Prior service credit	$	(82)	$	—	$	(82)
Net actuarial gains	5,883		1,992		7,875
Deferred taxes	831		(289)		542
Balance at March 31, 2023	$	6,632	$	1,703	$	8,335
Prior service cost	$	50	$	—	$	50
Net actuarial gains	5,855		(783)		5,072
Deferred taxes	(940)		249		(691)
Total change for 2024	$	4,965	$	(534)	$	4,431
Prior service cost	$	(32)	$	—	$	(32)
Net actuarial gains	11,738		1,209		12,947
Deferred taxes	(109)		(40)		(149)
Balance at March 31, 2024	$	11,597	$	1,169	$	12,766
Prior service cost	$	13	$	—	$	13
Net actuarial gains	(100)		28		(72)
Deferred taxes	(118)		(73)		(191)
Total change for 2025	$	(205)	$	(45)	$	(250)
Prior service cost	$	(19)	$	—	$	(19)
Net actuarial gains	11,638		1,237		12,875
Deferred taxes	(227)		(113)		(340)
Balance at March 31, 2025	$	11,392	$	1,124	$	12,516

The following assumptions were used to determine the expense for the pension plans:

	U.S. Plans			Non-U.S. Plans
	March 31,			March 31,
	2024	2023	2022	2024	2023	2022
	2025	2024	2023	2025	2024	2023
Discount rate	5.0833%	35.7508%	23.8375%	45.9437%	24.9894%	2.1798%
Rate of increase in future compensation	Not applicable	Not applicable	Not applicable	510.7242%	75.3172%	57.2831%
Expected long-term rate of return on plan assets	Not applicable	Not applicable	~~5.75%~~Not applicable	4.2035%	24.1620%	2.1216%
Interest crediting rate	Not applicable	~~4.28%~~Not applicable	4.2528%	Not applicable	Not applicable	Not applicable

The following weighted average assumptions were used to determine the benefit obligations for the pension plans:

	U.S. Plans			Non-U.S. Plans
	March 31,			March 31,
	2024	2023	2022	2024	2023	2022
	2025	2024	2023	2025	2024	2023
Discount rate	5.3337%	5.0833%	35.7408%	5.3775%	45.9437%	24.9894%
Rate of increase in future compensation	Not applicable	Not applicable	Not applicable	107.4252%	510.7242%	75.3172%
Interest crediting rate	Not applicable	Not applicable	4.28%	Not applicable	Not applicable	Not applicable

Plan Assets

The following summarizes asset allocations and the percentage of the fair value of plan assets by asset category:

	Non-U.S. Plans
	March 31,
	2024		2023
	2025		2024
Asset category:
Cash and cash equivalents	196.61	%	111.56	%
Equity securities	~~57.7~~—	%	2057.37	%
Debt securities	~~36.0~~—	%	1436.80	%
Insurance contracts	—	%	50.9	%
Real estate and other investments	3.9	%	4.7	%
Real estate and other investments	4.7	%	2.5	%
Total	100.0	%	100.0	%

The fair values for the pension plans by asset category are as follows:

Non-U.S. Pension Plans

March 31, ~~2024~~2025

March 31, 2024

Total

Level 1

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