Richard Topping - Nov 21, 2024 Form 4 Insider Report for PYXUS INTERNATIONAL, INC. (PYYX)

Role: Director
Signature: /s/ Christopher Meredith, Attorney-In-Fact
Stock symbol: PYYX
Transactions as of: Nov 21, 2024
Transactions value $: $0
Form type: 4
Date filed: 11/21/2024, 04:30 PM
Previous filing: May 14, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PYYX	Restricted Stock Units	Award	$0	+11K		$0.00	11K	Nov 21, 2024	Common Stock	11K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of Pyxus International, Inc. common stock.
F2	The restricted stock units were awarded on November 21, 2024 to be earned for vesting based on continued service as a director through the earlier of August 15, 2025 or the commencement of the Pyxus International, Inc. annual shareholders meeting to be held in 2025, with a prorated amount being earned for vesting if service ceases before such date, and with vesting being further contingent upon the earliest to occur of the following: (i) March 31, 2031; (ii) the occurrence of a 'Change in Control' (as defined in the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan) as a result of a merger, consolidation, share exchange or sale of all or substantially all of the assets of the Company; or (iii) Pyxus International, Inc.'s common stock being listed for trading on a securities exchange registered with the SEC under Section 6 of the Securities Exchange Act of 1934 or an approved foreign securities exchange.

Content

Each restricted stock unit represents a contingent right to receive one share of Pyxus International, Inc. common stock.

The restricted stock units were awarded on November 21, 2024 to be earned for vesting based on continued service as a director through the earlier of August 15, 2025 or the commencement of the Pyxus International, Inc. annual shareholders meeting to be held in 2025, with a prorated amount being earned for vesting if service ceases before such date, and with vesting being further contingent upon the earliest to occur of the following: (i) March 31, 2031; (ii) the occurrence of a 'Change in Control' (as defined in the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan) as a result of a merger, consolidation, share exchange or sale of all or substantially all of the assets of the Company; or (iii) Pyxus International, Inc.'s common stock being listed for trading on a securities exchange registered with the SEC under Section 6 of the Securities Exchange Act of 1934 or an approved foreign securities exchange.