UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant ☒

Filed by a partyParty other than the Registrant  ☐

Check the appropriate box:

PYXUS INTERNATIONAL, INC.Pyxus International, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PYXUS INTERNATIONAL, INC.

8001 Aerial Center Parkway6001 Hospitality Court, Suite 100

Morrisville, North Carolina 27560

Notice of Annual Meeting of Shareholders

To be Held August 15, 201917, 2023

Dear Shareholder:

You are cordially invited to attend the 20192023 Annual Meeting of Shareholders of Pyxus International, Inc. (“Pyxus,” or the “Company,” “we” or “we”“us”), to be held virtually at the Hamner Conference Center, North Carolina Auditorium, 15 T.W. Alexander Drive, Research Triangle Park, North Carolinahttps://web.lumiagm.com/209527569 on Thursday, August 15, 201917, 2023 at 10:00 a.m., Eastern Daylight Time, to:

As noted above, the Company’s Board of Directors has determined that this year’s annual meeting will be held virtually.

Shareholders of record at the close of business on June 14, 201916, 2023 will be entitled to vote at the meeting.

The Company’s proxy statement and proxy are enclosed, as is the Annual Report to shareholders for the fiscal year ended March 31, 2020.2023 (the “2023 Annual Report”).

By Order of the Board of Directors

William L. O’Quinn, Jr.

Secretary

July 15, 201914, 2023

Important Notice Regarding the Availability of Proxy Materials

for

Thethe Annual Meeting of Shareholders to be Held Virtually on August 15, 201917, 2023

The Proxy Statement and 2023 Annual Report are available on the internet at:

http://www.astproxyportal.com/ast/20132/23651/

PYXUS INTERNATIONAL, INC.

PROXY STATEMENT

TABLE OF CONTENTS

i

ii

PROXY VOTING OPTIONS

Your vote is important!

Whether or not you expect to attend the virtual annual meeting, we urge you to vote your shares. At this year’s annual meeting, you may vote in personvia the Internet at the virtual annual meeting by obtaining and registering a legal proxy from your broker, bank or other nominee that holds your shares, or you may vote prior to the annual meeting by phone, viafollowing the Internet,instructions of your broker, bank or other nominee that holds your shares. Even if you plan to attend the virtual annual meeting, you are encouraged to vote your shares by signing, dating, and returningproxy so that your vote will be counted if you later decide not to participate in the enclosed proxy card or voting instruction form at your earliest convenience.annual meeting. Your prompt vote will ensure the presence of a quorum at the meeting and will save Pyxus the expense of additional solicitation. If you vote now and later decide to change your vote or to vote your shares at the meeting, you may do so by following instructions found elsewhere in this proxy statement.

The fastestAs of the record date, the only shareholder of record of our outstanding common stock was Cede & Co., a nominee for the Depository Trust Company, which holds shares for banks, brokers and most convenient wayother nominees who may in turn hold those shares for the clients who maintain their stock accounts with them. Accordingly, all of the outstanding shares of the Company’s common stock are held through banks, brokers or other nominees, including in street name on behalf of beneficial owners who maintain their accounts with these banks, brokers and other nominees. Beneficial holders of our stock, who hold their shares in an account through a broker, bank or other nominee, may provide instructions to their respective bank, broker or other nominee for the voting of the shares held in their accounts. Every broker, bank or other nominee has its own mailing procedures and provides its own procedures to clients for voting the shares held in their accounts, which should be carefully followed by beneficial owners in order to ensure that their shares held in their accounts are voted at the annual meeting. Please promptly contact your broker, bank or other nominee for directions on how to vote your shares, is byand follow their directions carefully.

If you want to vote online at the Internetvirtual annual meeting, you must obtain a legal proxy from the broker, bank or telephone,other nominee that holds your shares assigning its voting authority to you. In addition, you must submit proof of your legal proxy reflecting your holdings of Pyxus common stock, along with your name and email address to American Stock Transfer & Trust Company (“American Stock Transfer”), using the instructions onin this page. Internetproxy statement.

Failure to register the proxyholder with American Stock Transfer will result in the proxyholder not receiving a control number to participate in the virtual meeting and telephone votes are immediately confirmedonly being able to attend as a guest. Guests will be able to listen to and tabulated, and reduce postage and proxy tabulation costs.

If you prefersubmit written questions in the annual meeting, but will not be able to vote during the annual meeting. Shareholders who attend the annual meeting as guests may vote their shares only prior to the annual meeting by mail, please returnfollowing the enclosed proxy cardvoting directions provided by their banks, brokers or voting instruction form in the addressed, prepaid envelope we have provided. Do not return the paper ballot if you vote via the Internet or by telephone.

For Registered Shareholders To Vote by Internet - www.voteproxy.com

Internet voting is available 24 hours a day, 7 days a week until 11:59 PM Eastern Daylight Time on August 14, 2019.

Instructions:other nominees.

For Registered Shareholders To Vote by Telephone -Dial1-800-PROXIES(1-800-776-9437) in the United Statesor+1-718-921-8500 from foreign countries from any touch-tone telephone. Voting by phone is available 24 hours a day, 7 days a week until 11:59 PM Eastern Daylight Time on August 14, 2019.

Instructions:

iiiii

FREQUENTLY ASKED QUESTIONS

The Board of DirectorsCompany is soliciting your proxy for the annual meeting of shareholders to be held on Thursday, August 15, 2019,17, 2023, in order to provide you the opportunity to vote on all matters scheduled to come before the meeting, whether or not you attend the meeting in person.virtual meeting. This proxy statement and the 2023 Annual Report, including consolidated financial statements of the Company and its subsidiaries for the fiscal year ended March 31, 2023 and certain prior periods, is first being mailed to shareholders on or around July 14, 2023.

PyxusThe Company bears the cost of soliciting proxies, and will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for expenses reasonably incurred by them in sending proxy materials to the beneficial owners of stock. The Company may utilize employees to solicit proxies by mail, in person or by telephone. The Company has engaged Georgeson, Inc., to assist in the solicitation of proxies and provide informational support for a service fee and the reimbursement of customary disbursements that together are not expected to exceed $10,000 in the aggregate.

You may vote if you owned shares of Pyxus common stock on June 14, 2019,16, 2023, the date established by the Board for determining shareholders entitled to vote at the annual meeting. On that date there were 9,109,11324,999,947 shares of common stock outstanding and entitled to vote, with each such share having the right to one vote.

If your shares are owned directly in your name with our transfer agent, American Stock Transfer & Trust Company (“American Stock Transfer”), you are considered a registered shareholder with respect to those shares.

If your shares are held in a brokerage account or by a bank, you hold the shares in street name.

Prior to the virtual meeting:

As of the record date, the only shareholder of record of our outstanding common stock was Cede & Co., a nominee for the Depository Trust Company, which holds shares for banks, brokers and other nominees who may in turn hold those shares for the clients who maintain their stock accounts with them. Accordingly, all of the outstanding shares of the Company’s common stock are held through banks, brokers or other nominees, including in street name on behalf of beneficial owners who maintain their accounts with these banks, brokers and other nominees. As such, the ability of beneficial owners to vote depends on the voting process of the broker, bank or other nominee through which they respectively hold their shares. Please follow the procedures provided by your bank, broker or other nominee to vote your shares prior to the annual meeting, which procedures may permit voting online or by telephone.

Even if you plan to attend the virtual annual meeting, you are encouraged to vote your shares by proxy.

Ifproxy prior to the meeting by following the process designated by your broker, bank or other nominee so that your vote will be counted if you are a registered shareholder, you have four options for voting your shares:

If you hold your shares in street name, your ability to vote by Internet or telephone depends onDuring the voting process of the bank, broker or other nominee through which you hold the shares. Please follow their directions carefully. virtual meeting:

If you want to vote online at the virtual annual meeting, you must requesthave a legal proxy from the broker, bank or other nominee that holds your shares assigning its voting authority to you. Please promptly contact the broker, bank or other nominee that holds your shares for instructions on how to obtain a legal proxy if you intend to vote online during the virtual annual meeting.

Once you obtain your legal proxy from your broker, bank or other nominee that holds your shares, you must submit proof of your proxy power from your broker or bank reflecting your holdings of Pyxus common stock, along with your name and email address to American Stock Transfer.

Failure to register the proxyholder with American Stock Transfer will result in the proxyholder not receiving a control number to participate in the virtual meeting and only being able to attend as a guest. Guests will be able to listen to and submit written questions in the virtual meeting, but will not be able to vote.

To register, you must submit proof of your legal proxy obtained from your bank, broker or other nominee reflecting your holdings of Pyxus common stock, along with your name and present thatemail address, to American Stock Transfer: (1) by email to proxy@astfinancial.com; (2) by facsimile to (718) 765-8730; or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Please reference “Pyxus 2023 Annual Meeting August 17, 2023” in the subject line. Obtaining a legal proxy together with proofmay take several days, and you are advised to register as far in advance as possible. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Daylight Time, on August 10, 2023. If you have properly registered as a proxyholder, you will receive a confirmation email from American Stock Transfer of your identity,registration.

- 1 -

Duly appointed proxyholders that attend the meeting online will be able to vote by completing a ballot online, when called for, admittanceduring the meeting through the virtual platform.

It is your responsibility to ensure internet connectivity for the meeting.duration of the meeting and you should allow ample time to log into the virtual platform before the meeting begins.

Yes, you may listen to the virtual meeting as a guest and submit questions during the meeting, but you will not be able to vote during the meeting. Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) can log into the meeting by following the instructions below.

If you are a registered shareholder or if you hold restricted stock, your shares will not be voted unless you vote your shares using the four options for voting listed above.

If your shares are held in street name, yourYour shares may be voted even if you do not vote by internet, by telephonefollowing the instructions of your bank, broker or by providing voting instructions on your proxy card.other nominee. Brokerage firms have the authority under the New York Stock Exchange (“NYSE”) rules to vote shares on behalf of their customers on certain “routine” matters if you do not provide the brokerage firm with voting instructions. The ratification of the selection of independent auditors is considered a routine matter for which brokerage firms may vote shares without voting instructions from the customer. The election of director nominees and the advisory vote to approve the compensation of the named executive officers and the approval of the proposed amendment and restatement of the Company’s 2016 Incentive Plan are not considered “routine” under NYSEthese rules. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “brokernon-vote.” Brokernon-votes will

- 1 -

The election of each nominee for director requires votes cast in favor of election by a pluralitymajority of the votes cast by shareholders entitled to votebe cast at the meeting. Because directors are elected by a plurality, abstentions, withheld votes and brokernon-votes will have no effect on their election.

However, pursuant to the Company’s Corporate Governance Guidelines, any person (including an incumbent Director) nominated for election as a Director who is elected by a plurality of votes cast for his or her election, but who does not receive a majority of the votes entitled to be cast for(that is, the shares outstanding as of the record date), abstentions and broker non-votes, in addition to votes cast against the election of a director, will have the effect of a vote cast against the election of a director.

Under the Company’s Amended and Restated Articles of Incorporation, the members of the Board of Directors are to be elected to serve terms expiring at the next annual meeting of shareholders and until his or her election, must promptly tendersuccessor shall be elected and shall qualify. Under Virginia law, if an incumbent director is not re-elected at the meeting, his or her resignation following certificationterm of office may be terminated upon a reduction in the size of the shareholder vote. Thereafter, the Board acting on the recommendation of the Governance and Nominating Committee, must determine within 90 days after the certification of the shareholder vote whether to accept the resignation.Directors.

- 2 -

It is Pyxus’s policy that directors attend the annual meetings of shareholders and we currently expect all of our directors standing for election to virtually attend the 20192023 annual meeting.

This year our annual shareholders meeting will be held virtually and there will be no in-person meeting location. The annual shareholders meeting is open to all holders of our common stock as of June 16, 2023. Shareholders will be able to attend and participate in the virtual meeting, including by submitting questions, and, if a shareholder has obtained a duly registered legal proxy, voting such shareholders’ shares. To attend and participate in our annual meeting:

Duly appointed proxyholders: Click “I have a control number” and then enter your unique 11-digit control number and the password “pyxus2023” (case sensitive). Proxyholders who have been duly appointed and registered with American Stock Transfer as described above will receive a control number by email from American Stock Transfer after the proxy voting deadline has passed. Duly appointed proxyholders will be able to vote during the meeting.

Guests (including non-registered shareholders who registered as duly appointed proxyholders): Click “Guest” and then complete the online form. Guests will be able to listen and submit written questions during the meeting, but will not be able to vote during the meeting.

Our annual meeting will begin promptly at 10:00 a.m., Eastern Daylight Time, on August 17, 2023. We encourage you to access the virtual platform prior to the start time to familiarize yourself with the virtual platform and ensure that you can hear the streaming audio. You may begin to log into the virtual platform beginning at 9:00 a.m., Eastern Daylight Time, on August 17, 2023.

The virtual annual meeting is a private business meeting. Attendance atsupported across different online browsers and devices (desktops, laptops, tablets and cell phones). Please be certain you have the annual meeting will be limited to our shareholders asmost updated version of the record date of June 14, 2019applicable software and to guests of the Company. A shareholder who owned shares registered in his or her name as of June 14, 2019 must present proper identification at the registration desk for admittance to the annual meeting.

Ifplugins. Also, you are a shareholder and plan to attend the annual meeting and your shares are held in street name (for example, if your shares are held throughshould ensure that you have an account maintained by a bank or securities broker), you must present evidence of your stock ownership as of June 14, 2019 in order to be admitted to the annual meeting. You can obtain this evidenceinternet connection from your bank or brokerage firm. If your shares are held in street name as of June 14, 2019 andwherever you intend to vote your shares atparticipate in the annual meeting, you must also request a legal proxy from your bank, broker or other nominee and present that proxy at the annual meeting registration desk. Further, if you are a shareholder that intends to have a representative attend the annual meeting on your behalf, you must additionally provide such representative with a legal proxy, and such proxy must be presented at the annual meeting registration desk. We encourage (i) shareholders who plan to attend the annual meeting and whose shares are held in street name as of June 14, 2019, and (ii) shareholders who plan to have a representative attend on their behalf, to contact the Company in advance by writing to Office of the Secretary, Pyxus International, Inc., 8001 Aerial Center Parkway, Morrisville, North Carolina 27560, providing the information described above. Following such process in advance will help expedite admittance to the annual meeting on the date of the meeting. Whether you are a registered shareholder, your shares are held in street name, or you are a duly authorized proxy holder for a shareholder, proper identification will be required to obtain admittance to thevirtual annual meeting.

To assist with logistical planning for the annual meeting, the Company requests that shareholders planning on attending the annual meeting in person check the box so indicating on the accompanying proxy card or voting instruction form.

Yes. Following action on the items to be presentedThis year’s virtual annual meeting will include questions submitted online both live and in advance. Questions that are not relevant to the shareholders for a votebusiness of the annual meeting will be addressed in the Q&A portion of the annual meeting.

Stockholders may submit questions relating to Annual Meeting matters by sending an email our Investor Relations department at investors@pyxus.com with “2023 Annual Meeting” in the subject line. Only questions pertinent to meeting matters will be answered during the meeting, Company representativessubject to time constraints. Questions regarding matters not pertinent to the meeting will not be availableanswered. Questions that are substantially similar may be grouped and answered together to answer shareholder questions.avoid repetition.

Live questions may be submitted online beginning shortly before the start of the meeting by typing your question in the “Ask a Question” box in the annual meeting portal, at https://web.lumiagm.com/209527569 and clicking submit.

In accordance with the Company’s Amended and Restated Bylaws and Virginia corporation law, the Chairperson of our ChairmanBoard of the BoardDirectors has the right and authority to determine and maintain the rules, regulations and procedures for the conduct of the annual meeting, including, but not limited to, maintaining order and the safety, of those in attendance, dismissing business not properly submitted, opening and closing the polls for voting and limiting time allowed for discussion of the business at the meeting. Failure to abide by the meeting rules may result in expulsion from the meeting. A copy of the meeting rules will be provided to all shareholders and guests properly attendingposted on the annual meeting and will be available at the registration desk.website.

- 4 -

The Company will publish final voting results in a report on Form8-K to be filed with the Securities and Exchange Commission (the “SEC”) within four business days after the annual meeting. The Form8-K will be accessible through the “Company Filing Search” page under the “Filings” tab on the SEC’s website atwww.sec.gov and through the Company’s website,www.pyxus.com.

- 45 -

GOVERNANCE OF THE COMPANY

The Board fosters and encourages an environment of strong corporate governance, includingdisclosure controls and procedures, internal controls, fiscal accountability, high ethical standards and compliance with applicable policies, laws and regulations.Re-examining Company practices and setting new standards is an ongoing process as the area of corporate governance continues to evolve. Therefore, the Board has charged the Environmental, Social, Governance and Nominating Committee (the “ESGN Committee”) to periodically review and recommend appropriate changes to the Board’s governance practices and policies.

Shareholders Agreement

In connection with the resolution of Chapter 11 bankruptcy proceedings involving the Company’s predecessor, on August 24, 2020, the Company entered into a Shareholders Agreement (the “Shareholders Agreement”), among the Company and the investors listed therein, each other beneficial owner of the Company’s common stock as of the date of the Shareholder Agreement deemed to be a party thereto pursuant to the Plan of Reorganization and other persons that may from time to time become parties thereto (collectively, the “Investors”). The Shareholders Agreement provides that each of Glendon Capital Management LP (together with its affiliates that are shareholders of the Company, the “Glendon Investor”) and Monarch Alternative Capital LP (together with its affiliates that are shareholders of the Company, the “Monarch Investor”) shall be entitled to nominate two individuals to serve on the seven-member board of directors of the Company so long as it beneficially owns at least 20% of the outstanding shares of the Company’s common stock, or one individual to serve as such a director if it beneficially owns fewer than 20% of the outstanding shares but at least 10% of the outstanding shares. The Shareholders Agreement provides that the Investors shall take all necessary action to elect such nominees of each of the Glendon Investor and the Monarch Investor as directors, as well as the election of the chief executive officer of the Company as a director and other individuals qualifying as independent directors to be selected by Investors that beneficially own 5% or more of the outstanding shares of common stock of the Company, as determined by a majority of the shares of the Company’s common stock beneficially owned by such Investors. The Shareholders Agreement and the Company’s Amended and Restated Articles of Incorporation provide that the chairperson of the board of directors of the Company is to be elected by a majority of the directors that had been designated or nominated by the Glendon Investor (the “Glendon Directors”), provided that at the time of such designation or nomination the Glendon Investor’s Investor Percentage Interest (as defined) is at least 10%, and those that had been nominated by the Monarch Investor (the “Monarch Directors”), provided that at the time of such designation or nomination the Monarch Investor’s Investor Percentage Interest (as defined) is at least 10%, with the chairperson of such board to be elected by the board of directors of the Company if the Glendon Directors and Monarch Directors are together fewer than three in number or fail to appoint a chairperson. The Shareholders Agreement also includes provisions for shareholders that are parties thereto to vote for the removal and replacement of the Glendon Directors at the request of the Glendon Investor and the removal and replacement of the Monarch Directors at the request of the Monarch Director. The Shareholders Agreement and the Company’s Amended and Restated Articles of Incorporation include provisions with respect to the calling of meetings of the Board of Directors of the Company by a Glendon Director or a Monarch Director and membership of committees of the Board of Directors of the Company to include a Glendon Director and a Monarch Director if requested by the Glendon Investor and the Monarch Investor, respectively.

Shareholder Access to Governance Documents

Website

The Company’s governance-related documents are available on its website atwww.pyxus.com. Available documents include the Company’s Corporate Governance Guidelines, Code of Business Conduct and charters of the Audit ExecutiveCommittee, the Compensation Committee and Governance and Nominating Committees.the ESGN Committee. When changes are made to any of these documents, updated copies are posted on the website as soon as practical thereafter.

Written Request

Copies of the Company’s governance documents are also available, free of charge, by written request addressed to: Corporate Secretary, Pyxus International, Inc., 8001 Aerial Center Parkway,6001 Hospitality Court, Suite 100, P. O. Box 2009, Morrisville, North Carolina 27560.

- 6 -

Communications to the Board of Directors

Shareholders and interested parties may communicate with the Board of Directors, any committee of the Board, the Lead Independent Director or any individual director, as appropriate. Communications must be made in writing to the Corporate Secretary, Pyxus International, Inc., 8001 Aerial Center Parkway,6001 Hospitality Court, Suite 100, P. O. Box 2009, Morrisville, North Carolina 27560. The Secretary will determine in his good faith judgment which communications to relay to the applicable directors.

See the paragraphs entitled “Shareholder Nominations – 2020- 2024 Annual Meeting” and “Shareholder Proposals – 20202024 Annual Meeting,” for guidelines specific to those types of communications with the Board.

Code of Business Conduct

Pyxus has a Code of Business Conduct that clearly defines the Company’s expectations for legal and ethical behavior on the part of every Pyxus director, officer, employee and agent. The Code of Business Conduct also governs Pyxus’s principal executive officer, principal financial officer and principal accounting officer. It is designed to deter wrongdoing and promote honest and ethical business conduct in all aspects of the Company’s affairs. Any waiver of the Code of Business Conduct for any director or executive officer would require approval by the Board of Directors and would be disclosed immediately thereafter to shareholders via the Company’s website,www.pyxus.com.

Corporate Governance Guidelines

The Pyxus Corporate Governance Guidelines, in conjunction with the charters of key Board committees, inform shareholders, employees, customers and other constituents of the Board’s principles as a governing body. The Guidelines are reviewed at least annually by the Board.

Determination of Independence of Directors

The Company’s common stock is traded on the OTC Pink Bulletin Board, which does not require that certain of the Company’s directors qualify as independent or establish a standard for the determination of a director’s independence. The Board of Directors has determined to apply the independence standards under the rules of the New York Stock Exchange in evaluating the independence of directors. For a director to be deemed “independent,” the Board of Directors of Pyxus must affirmatively determine that the director has no material relationship with Pyxus either directly or as a partner, shareholder or officer of an organization that has a relationship with Pyxus. In making this determination, the Board applies the following standards:

- 5 -

Board Leadership Structure

The BylawsCompany’s Amended and Restated Articles of the CompanyIncorporation provide that the chairperson of the Board of Directors shall be elected by a majority of the Glendon Directors and the Monarch Directors, each acting in his or her sole discretion; provided, that if the number of Glendon Directors plus the number of Monarch Directors is fewer than three or if no such majority can be reached, then the chairperson of the Board of Directors is to be elected by a majority of the Directors then in office. Since the number of Glendon Directors plus the number of Monarch Directors is fewer than three, the Board is authorized to designate a Chairman of the Board from its membership. The Chairman shallChairperson is authorized to preside at all meetings of the shareholders and the Board of Directors, and the Executive Committee, and shall havehas such other powers as may be conferred upon him or her by the Board. The Board’s decision to either separate the position of ChairmanChairperson and the office of Chief Executive Officer, or to have the same individual serve in both capacities, is based on then current circumstances. At present, the Chief Executive Officer also serves as Chairman.Chairperson. The Board believes that the currently unified position of ChairmanChairperson and CEO currently serves the Company well because the CEO’s expertise and proximity to the daily affairs of the Company enhances the Board’s oversight function and facilitates open and timely communication between the Board and management; however, the Board recognizes that there may be circumstances that would lead it to conclude that these positions should be separated and believes that it is in the best interests of the Company for the Board to, from time to time, examine whether these positions should be separated. Pyxus’s Chairman and CEO is not a member of any standing Board committee other than the Executive Committee.

The Company’s Corporate Governance and Nominating Committee annually recommendsGuidelines provide the Board shall appoint a Lead Independent Director for approval byand, if the Board.Chairperson is an independent director, the Chairperson may also be appointed to serve as Lead Independent Director. The role of the Lead Independent Director is toto: preside at all executive sessions of thenon-management directors, Board; act as the liaison between thenon-management directors, the Chairperson and the Chairman and CEO,CEO; and consult with the ChairmanChairperson and the CEO on Board agendas as necessary. There is no mandatory rotation or term limit associated with the role of Lead Independent Director. Jeffrey A. EckmannRobert D. George currently serves as Lead Independent Director.

The Company’s Corporate Governance Guidelines provide that if the Chairman also serves as CEO, Board members should raise any issues regarding the performance or compensation of the CEO with the Chairman of the Executive Compensation Committee and all other issues should be raised with the Lead Independent Director.

The Board’s Role in Risk Oversight

Our Company faces a variety of risks, including credit, liquidity, operational, regulatory, environmental and others regularly disclosed in our public filings. The Board believes that an effective risk management system is necessary to (1) identify material risks that the Company faces, (2) communicate necessary information with respect to such risks to senior management and, as appropriate, the Board or its committees, (3) implement appropriate and responsive risk management strategies consistent with the Company’s risk profile, and (4) integrate risk management into the Company’s decision making.

The Board has delegated to the Audit Committee the primary responsibility for overseeing risk management. The Audit Committee is comprised solely of independentnon-employee directors and, pursuant to its charter, periodically discusses

- 6 -

The Board encourages management to promote a culture that incorporates risk management into our Company’s strategy and business operations. The Company maintains an active Compliance Program; at least quarterly the Company’s Global Disclosure Committee conducts a thorough and detailed review of risks, including potential risks, which are systematically reported and tracked through resolution; and, finally, the Company’s senior management actively oversees the processes by which risk assessment and risk management are undertaken.

Governance and Nominating Committee Process

Pyxus’s Board of Directors has a Governance and Nominating Committee composed entirely of independent directors and governed by a charter. As stated in the charter, it is the responsibility of the ESGN Committee to identify and evaluate potential candidates to serve on the Board. The ESGN Committee reviews the qualifications of incumbent directors and reviews potential conflicts of current and prospective Board members. Candidates for prospective membership on the Board may be identified through a variety of means, including professional or personal contacts of directors, shareholder recommendations or a third-party firm engaged in the recruitment of directors. The ESGN Committee may, but is not required to, engage the services of a third party to assist in the recruitment of directors as necessary.

Candidates are assessed by the ESGN Committee in view of the responsibilities qualifications and independence requirementsqualifications set forth in the Corporate Governance Guidelines. Candidate assessment begins with a review of the candidate’s background, education, experience and other qualifications. Candidates viewed favorably byQualified candidates not then serving on the Committee thenBoard will meet, either individually or collectively, with the ChairmanChair of the Board, the ChairmanChair of the Governance and NominatingESGN Committee and other directors as appropriate, prior to being recommended for election to the Board.

An invitation to join the Board of Directors is extended only after a candidate’s qualifications have been reviewed by the ESGN Committee, the ESGN Committee has formally recommended the candidate to the Board for approval, and the Board has approved the candidate’s election by a majority vote. Invitations are extended on behalf of the Board by the Chairman.Chairperson, or in the absence of the Chairperson by a director as designated by the Board.

The ESGN Committee will consider candidates for director who are recommended by shareholders. Shareholders who wish to suggest a candidate for nomination should send a written statement addressed to Corporate Secretary, Pyxus International, Inc., 6001 Hospitality Court, Suite 100, P. O. Box 2009, Morrisville, North Carolina 27560. See the paragraph entitled “Shareholder Nominations - 2024 Annual Meeting” for guidelines specific to such communications.

Director Conflicts of Interest

The Pyxus Corporate Governance Guidelines provide that if an actual or potential conflict of interest arises for a director, the director is required to promptly inform the Chief Executive Officer and Chairperson of the Lead Independent Director. If a significant conflict exists and cannot be resolved, the Corporate Governance Guidelines call for the director to resign.Board. The Corporate Governance Guidelines call for all directors to recuse themselves from any discussion or decision affecting their personal, business or professional interests.

Shareholder Nominations – 20202024 Annual Meeting

Any shareholder entitled to vote in the election of directors generally may nominate at a meeting one or more persons for election as a director if written notice of such nomination or nominations is delivered or mailed to the Secretary of the CorporationCompany in accordance with the Company’s Bylaws, which state that such notification must include:

- 9 -

- 7 -

BOARD OF DIRECTORS

PROPOSAL ONE

ELECTION OF DIRECTORS

(Item 1 on the proxy card)

The Company’s Bylaws currentlyAmended and Restated Articles of Incorporation provide that the number of directors of the Company shall be seven or such other number as the Board of Directors consists of eleven directors, divided into three classes as nearly equal in number as possible. Typically, each class of directors serves for three yearsmay from time to time determine and one class is elected at each annual meeting. However, in connection withthat the increase in the sizemembers of the Board of Directors are to eleven directors,be elected to serve terms expiring at the requirement under Virginia corporate lawnext annual meeting of shareholders and the Company’s bylaws that the termsuntil his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. The Board of Directors is currently composed of seven members. The Board of Directors has nominated each of the threefollowing individuals for election as directors first elected to the Board after the 2018 annual meeting expire at the 20192023 annual meeting,meeting: John S. Alphin, Jamie J. Ashton, Patrick J. Bartels, Jr., Robert D. George, Cynthia P. Moehring, J. Pieter Sikkel and in order to rebalance the membershipRichard J.C. Topping. All of the Board among the existing classes ofnominees are incumbent directors four directors (Jeffrey A. Eckmann, Joyce L. Fitzpatrick, Donna H. Grier, and John D. Rice) have been nominated for electionconsented to continue to serve if elected at the 20192023 annual meeting to serve three-year terms as Class I directors, one director (Nathan A. Richardson) has been nominated for election at the 2019 annual meeting to serve atwo-year termmeeting.

Each of Mr. Alphin, Mr. Ashton and Mr. Bartels was elected as a Class III director and one director (Daniel A. Castle) has been nominated for election at the 2019 annual meeting to serve aone-year term as a Class II director. Each of these six nominees is currently a director of Pyxus, with a term of office scheduled to expire at the 2019 annual meeting. The Governance and Nominating Committee has recommended toby the Board of Directors andto fill a vacancy on the Board of Directors has approved eacharising after the 2022 annual meeting of the nominees for electionshareholders. Mr. Ashton and Mr. Bartels were identified to the ESGN Committee and the Board of Directors. Theby the Glendon Investor and the Monarch Investor, respectively, and Mr. Alphin was identified to the ESGN Committee and the Board has determined that each ofby the nominees is independent from management. All nominees have consented to serve if elected.Company’s Chief Executive Officer.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.

- 8 -

Patrick J. Bartels, Jr.(age 47)

Daniel A. Castle–Age 41, Director since 2019January 2023

Founder and Managing PartnerMember of Castle Brand Group,Redan Advisors LLC, a brand consulting firm since February 2018. Previously,providing fiduciary and strategic planning advisory services for domestic and international public and private business entities. Prior thereto, Mr. CastleBartels served as a Managing Director of Corporate Development for Sequential Brands Group, Inc.,Principal at Monarch Alternative Capital LP, a global consumer brands promotion, marketing and licensing company where he focused on growing the Martha Stewart brand, from September 2016 through February 2018; Managing Director of Saban Brands, a lifestyle and entertainment brands company, from June 2014 through February 2016; and as Vice President Business Development – International of Iconix Brand Group, a global brand management company, from August 2011 through April 2014.

- 9 -

reporting company. On June 15, 2020, Old Pyxus and certain of its subsidiaries filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code to implement a prepackaged Chapter 11 plan of reorganization to effectuate a financial restructuring (the “Restructuring”). The plan of reorganization (the “Plan of Reorganization”) confirmed in the Chapter 11 Cases became effective on August 24, 2020 (the “Effective Date”) and pursuant to which the business, assets and operations of Old Pyxus were vested in the Company.

Mr. Sikkel, as the Company’s President and Chief Executive Officer, provides our Board with specific knowledge of our businesses, our people, our challenges and our prospects based on his active involvement in and deep understanding of our company’s operations and markets, as well insights into the leaf tobacco business developed over his 39-year career with the Company and its predecessors.

Richard J.C. Topping (age 60)

Director since October 2020

Retired since June 2018. Vice President – Global Leaf Sourcing—Global Supply Chain/Global Leaf of Japan Tobacco International S.A., a manufacturer of consumer tobacco products, from July 2016 through June 2018. Prior thereto, Mr. Topping held various senior roles at Japan Tobacco International and predecessor companies, including Vice President—Global Leaf Sourcing, Vice President—Global Leaf Commercial, Vice President – Global Leaf Procurement – Leaf Supply Strategy, and General Manager – Leaf for Gallaher UK PLC from March 2004 through September 2007.

Mr. Topping’s four decades of experience in the tobacco industry, including in a variety of global leadership positions throughout the supply chain, provides the Board with valuable insights into the tobacco industry from both the leaf merchant and cigarette manufacturer perspective, including with respect to leaf sourcing and procurement strategies, logistics, operations and sales throughout North and South America, Europe, Asia and Africa.

Board Committees and Membership

The Board has the following standing committees: Audit Executive, ExecutiveCommittee, Compensation GovernanceCommittee and Nominating, and Social Responsibility and Corporate Affairs Committees. With the exceptionESGN Committee. Each of the Executive Committee, each committeethese committees operates under a charter approved by the Board. Such charters, containing descriptions of the committees’ responsibilities, are available on our website,www.pyxus.com. All members of the Audit, Executive Compensation and Governance and Nominating Committees meet the requirements for independence set forth by the New York Stock Exchange in Section 303A.02 of the Listed Company Manual. Further, the Board has determined that each member of the Audit Committee meets the additional requirements for independence set forth by the New York Stock Exchange in Section 303A.07 of the Listed Company Manual, and that each member of the Executive Compensation Committee meets the additional requirements for independence set forth by the New York Stock Exchange in Section 303A.05 of the Listed Company Manual.

The following table indicates the current membership of, and number of meetings held during fiscal year 20192023 by, each standing committee of the Board.

All members of the Audit Committee, the Compensation Committee and the ESGN Committee are nonemployee directors. Because the Company’s common stock is not listed for trading on a national securities exchange or an inter-dealer quotation system that has requirements for the independence of directors, members of the Audit Committee, Compensation Committee and the ESGN Committee are not required to be independent directors. Mr. Ashton and Mr. Bartels, who the Board of Directors has not determined to be independent using the definition under the rules of the New York Stock Exchange, serve on the Audit Committee and the Compensation Committee. The Company’s Amended and Restated Articles of Incorporation provide that the membership of committees of the Board of Directors

- 13 -

of the Company include a Glendon Director and a Monarch Director if requested by the Glendon Investor and the Monarch Investor, respectively. The Board believes that Mr. Ashton and Mr. Bartels’ service on these committees is appropriate in light of the provisions of the Company’s Amended and Restated Articles of Incorporation.

TheAudit Committeecurrently consists of Mr. Eckmann (Chairman)George (Chair), Ms. Grier, Mr. RiceAshton and Mr. Wade.Bartels. This Committee’scommittee’s principal responsibilities include overseeing accounting policies, auditing and reporting practices; selecting, overseeing, evaluating, compensating and replacing independent auditors; overseeing the internal audit function; evaluating the adequacy and effectiveness of internal controls and risk management policies; overseeing compliance with legal and regulatory requirements; providing for the receipt, retention and treatment of complaints regarding internal accounting controls or auditing matters; and preparing a committee report for inclusion in the annual proxy statement.

TheExecutive Committee currently consists of Mr. Sikkel (Chairman), Mr. Eckmann, Mr. Green, and Mr.��Kehaya. This Committee meets on call and Board has the authority to act on behalfdetermined that each member of the Audit Committee is financially literate as that term is interpreted by the Board whenin its business judgment. The Board has further determined that Mr. George and Mr. Bartels each meet the full Boardrequirements of an audit committee financial expert, as that term is notdefined by the SEC in session.Item 407 of Regulation S-K.

TheExecutive Compensation Committee currently consists of Mr. Howard (Chairman)Bartels (Chair), Mr. EckmannAshton, Ms. Moehring and Mr. Green.Topping. This Committee’scommittee’s principal responsibilities include reviewing and approving incentive compensation and equity-based plans consistent with shareholder-approved plans; where appropriate, making recommendations to the Board with respect to new incentive compensation plans and equity-based plans for Board or shareholder approval; reviewing and approving salaries and incentive awards for executive officers;annually reviewing and approving corporate goals and objectives relevant to CEO compensation; evaluating the compensationCEO’s performance in light of the Chief Executive Officer; evaluating CEO performance; recommending to the independent directors the compensation of the CEO, including base salaryestablished goals and incentive awards; and preparing a committee report on executive compensation for inclusion in the annual proxy statement.

TheGovernance and Nominating Committee currently consists of Mr. Rice (Chairman), Ms. Fitzpatrick, Mr. Green and Mr. Howard. This Committee’s principal responsibilities include analyzing the structure, size and composition of the Board; developing and monitoring director selection criteria; identifying, recruiting, evaluating and

- 13 -

Director Qualifications

The Company’s Corporate Governance Guidelines provides that the Board seeks members having diverse professional backgrounds who combine a broad spectrum of experience and expertise and possess a reputation for the highest personal and professional ethics, integrity, and values. The ESGN Committee is responsible for identifying specific skills and characteristics that may be sought in light of the current make-up of the Board and its anticipated needs going forward. Factors that the ESGN Committee may consider are: international business experience; the ability to actively participate in and contribute to the deliberations of the Board; the capacity and desire to represent the balanced, best interests of the shareholders; the ability to exercise independent judgment and decision making; the time available to devote to the responsibilities of a director; and the Board’s appropriate diversity of background, personal and professional experience, gender and ethnicity. The Board believes that continuity of knowledge of the Company and experience gained through service on the Board are important to a director’s service on the Board. Determination of whether an individual meets these qualifications is made in the business judgment of the ESGN Committee and the Board.

The Company believes that the Board meets the foregoing criteria and that, additionally, its members as a whole encompass a range of talent, skill, diversity and expertise enabling it to provide sound guidance with respect to the Company’s operations and interests. Potential candidates for membership on the Company’s Board are reviewed in the context of the current composition of the Board and the evolving needs of the Company.

The Board believes that each of the nominees has certain key attributes that are important to an effective board: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of background, experience and thought; and the commitment to devote significant time and energy to service on the Board and its committees. Consideration of the specific experiences, qualifications and skills of the directors as listed in their biographies above, as well as the common attributes listed in this paragraph, led to the conclusion that each of the nominees and continuing directors should serve as a director of the Company.

Board Diversity

The Company’s Corporate Governance Guidelines provide that diversity of gender and ethnicity are factors that the ESGN Committee may consider in recommending nominees for election to the Board. By the inclusion of these provisions to the Corporate Governance Guidelines, the Board encourages consideration of these factors, but does not anticipate that consideration of such matters of diversity would, of itself, result in the displacement of qualified incumbent directors. Instead, the Board anticipates that these factors have the most impact in the evaluation of new candidates joining the Board. The Board believes that Ms. Moehring contributes to the Board’s diversity on the basis of gender.

Independence

The Board has determined that each of the nominees is independent, as that term is defined under the rules of the New York Stock Exchange, other than Mr. Sikkel, Mr. Ashton and Mr. Bartels.

Board Meetings

Pyxus’snon-management directors all of whom are independent as that term is defined by the Corporate Governance Standards of the New York Stock Exchange, meet regularly in executive session. In accordance with Pyxus’s Corporate Governance Guidelines, the Lead Independent Director presides at executive sessions ofnon-management directors. Mr. Eckmann has servedRobert D. George currently serves as Lead Independent Director sinceDirector.

In the 2018 annual meeting of shareholders. The Board typically determines the Lead Independent Director at the first meetingfiscal year ended March 31, 2023, there were nine meetings of the Board of Directors following the annual shareholders meeting in conjunction with committee assignments.

During fiscal year 2019, there were eight meetings of theCompany’s Board of Directors, and no director attended fewer than 75% of the aggregate of all meetings of the Board of Directors and the committees on which he or she served during his or her term of service. All of the current directors then in office virtually attended the 20182022 annual meeting other than Ms. Grier and Messrs. Castle and Richardson who were first elected to the Board after the 2018 annual meeting.of shareholders.

- 15 -

Compensation of Directors

Directors who are employees of the Company are not compensated for their services as director. The following table represents the fiscal year 20192023 compensation for all individuals who served as directors of the Company other than Mr. Sikkel, and includes compensation paid toSikkel. Each of Patrick B. Fallon, Carl L. Hausmann who retired from serviceand Holly Kim served as a director upon the commencementdirectors of the 2018 annual meetingCompany for a portion of shareholders.the fiscal year. Compensation information for Mr. Sikkel is disclosed herein under the section entitled “Executive Compensation—Summary Compensation TablesTable.”

- 14 -

- 17 -

OWNERSHIP OF EQUITY SECURITIES

Stock Ownership of Management

The following table provides information as of May 1, 2019,2023, with respect to the direct and indirect ownership of common stock by (1) each director and nominee for director; (2) each of the Company’s named executive officers; and (3) all directors nominees and executive officers of the Company as a group. On May 1, 2019,2023, there were 9,095,87224,999,947 shares of Pyxus common stock outstanding, which number does not include shares owned by wholly-owned subsidiaries of the Company which are not entitled to vote their shares or to receive any dividends with respect to such shares.outstanding.

This number also includes shares owned by minor child(ren) of the reporting person, or held in a trust or other estate planning vehicle over which the reporting person is understood to have sole voting and investment power.

- 16 -

Stock Ownership of Certain Beneficial Owners

The following table sets forth the only persons known to the Company to be the beneficial owner of more than five percent of the outstanding shares of common stock of the Company as of the dates set forth in the footnotes to the table.

- 19 -

- 17 -

Interest on the aggregate principal amount of outstanding Initial DDTL Loans accrued at an annual rate of LIBOR plus 9.00%, subject to a LIBOR floor of 1.50%, for LIBOR loans or, for loans that are not LIBOR loans, at an annual rate of an alternative base rate (as specified in the Initial DDTL Credit Agreement) plus 8.00%. Pursuant to the Initial DDTL Credit Agreement, the Lenders received a non-refundable commitment fee equal to 2.00% of the aggregate commitments under the Initial DDTL Credit Agreement, paid in cash in full on the DDTL Closing Date and netted from the proceeds of the Initial DDTL Loans borrowed on the DDTL Closing Date. The Initial DDTL Credit Agreement provided for the payment by Intabex to the Lenders of a non-refundable exit fee (the “Exit Fee”) in the amounts set forth in the table below in respect of any Initial DDTL Loans repaid (whether prepaid voluntarily or paid following acceleration or at maturity). The Exit Fee was deemed to have been earned on the DDTL Closing Date, and was due and payable in cash on each date of repayment or termination, as applicable, in respect of the Initial DDTL Loans or commitments repaid or terminated on such date, as applicable.

The obligations of Intabex under the Credit Agreement (and certain related obligations) were guaranteed by the Parent Guarantors and Alliance One International Tabak B.V., an indirect subsidiary of the Company, and each of the Company’s domestic and foreign subsidiaries that is or becomes a guarantor of borrowings under the Exit Term Loan Credit Agreement (the “Exit Term Loan Credit Agreement”) dated as of August 24, 2020 among Pyxus Holdings, Inc., as borrower, the Company, Pyxus Parent, Inc., the lenders party thereto and Alter Domus (US) LLC, as administrative agent (which subsidiaries are referred to collectively, together with the Parent Guarantors, as the “Guarantors”). In addition, the obligations of Intabex under the Credit Agreement (and certain related obligations), are secured by the pledge of all of the outstanding equity interests of Alliance One Brasil Exportadora de Tabacos Ltda. (“AO Brazil”), which principally operates the Company’s leaf tobacco operations in Brazil, and Alliance One International Tabak B.V., which owns a 0.001% interest of AO Brazil.

On June 2, 2022, Intabex, the Company, the Guarantors, the Lenders and the DDTL Agent entered into an Amendment and Restatement Agreement dated as of June 2, 2022 to amend and restate the Credit Agreement as set forth in the form of an Amended and Restated Term Loan Credit Agreement (the “DDTL Credit Agreement”), appended to thereto, among (i) Intabex, as borrower, (ii) the Company and the Guarantors, (iii) the Lenders and any other lender that becomes a party thereto (collectively, the “DDTL Term Loan Lenders”), and (iv) the DDTL Agent, as administrative agent and collateral agent. The DDTL Credit Agreement established a $100.0 million term loan credit facility (the “DDTL Term Loan Facility”) and required that Intabex use the net proceeds of the loans made thereunder (the “DDTL Term Loans”) and other funds to repay in full its obligations under the Initial DDTL Credit Agreement, including the outstanding principal of, and accrued and unpaid interest on, the Initial DDTL Loans and the payment of fees and expenses incurred in connection with repaying the Initial DDTL Loans and incurring the DDTL Term Loans under the DDTL Credit Agreement. The DDTL Credit Agreement provided for a 2.0% fee due with respect to any principal payment made after the one-year anniversary of the incurrence of the DDTL Term Loans, including a payment made at maturity. The DDTL Credit Agreement further provided that amounts of principal that were prepaid may not be reborrowed under the DDTL Term Loan Facility. Interest on the outstanding principal amount of the DDTL Term Loans accrued at an annual rate of SOFR plus 7.5%, subject to a SOFR floor of 1.0%, for “SOFR loans” or, for loans that are not SOFR loans, at an annual rate of an alternate base rate (as specified in the DDTL Credit Agreement and subject to a specified floor) plus 6.5%. Pursuant to the DDTL Credit Agreement, the DDTL Term Loan Lenders received a non-refundable commitment fee equal to 3.0% of the aggregate commitments under the DDTL Term Loan Facility and a closing fee equal to 1.0% of the aggregate commitments under the DDTL Term Loan Facility, as original issue discount. Under the DDTL Credit Agreement, the obligations of Intabex under the DDTL Credit Agreement (and certain related obligations) continued to be guaranteed and secured by the same guarantors of, and the same collateral securing, Intabex’s obligations under the Initial DDTL Credit Agreement. The DDTL Term Loans were stated to mature on December 2, 2023.

In connection with the effectiveness of the DDTL Credit Agreement on July 28, 2022, in addition to the deemed repayment of the Initial DDTL Loans, funds managed by Glendon Capital Management LP, Monarch Alternative Capital LP and Owl Creek Investment Management L.P. (the “Investor-Affiliated Funds”) received approximately

- 21 -

$5.1 million of the aggregate approximately $5.3 million in exit fee payments from the repayment of the principal amount under the Initial DDTL Facility. In addition, the Investor-Affiliated Funds received in the aggregate $3.9 million of the total $4.0 million in commitment and closing fees with respect to the DDTL Credit Agreement, which were reflected as original issue discount, paid to all DDTL Facility Lenders, in connection with the aggregate $97.5 million principal amount of the DDTL Term Loans made by them of the total $100.0 million aggregate principal amount of the DDTL Term Loans made by all DDTL Term Loan Lenders.

The DDTL Term Loans were exchanged upon consummation of the DDTL Facility Exchange on February 6, 2023. The aggregated commitments of the respective funds managed by Glendon Capital Management LP, Monarch Alternative Capital LP and Owl Creek Investment Management L.P. to make DDTL Term Loans as Term Loan Lenders under the DDTL Credit Agreement were approximately $42.9 million, $42.9 million and $11.7 million, respectively.

Support Agreement and Debt Exchange 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 aggregate principal amount of the DDTL Term Loans then outstanding under the DDTL Credit Agreement, approximately 68.1% of the aggregate principal amount of the Exit Term Loans then outstanding under the Exit Term Loan Credit Agreement, and approximately 64.1% of the aggregate principal amount of the 2024 Notes then outstanding under the 2024 Notes Indenture.

Pursuant to the Support Agreement, the Supporting Holders agreed to participate in a set of exchange transactions to be commenced by the Holding Companies (collectively, the “Exchange Transactions”) that included, among other things:

The Support Agreement provided that in order to participate in any Exchange Transaction, participating creditors must participate in all Exchange Transactions with respect to all 2024 Notes, Exit Term Loans and DDTL Term Loans held by them (subject to certain terms, conditions and limitations set forth therein). Though not parties to the Support Agreement, funds managed by CI Investments Inc. (“CI Investments”) participated in the Exchange Transactions with respect to all 2024 Notes, Exit Term Loans and DDTL Term Loans held by them. Pursuant to the Support Agreement, the Holding Companies paid an aggregate of approximately $1.6 million to the Supporting Holders as reimbursement for out-of-pocket expenses incurred by them in connection with the preparation of the Support Agreement and the consummation of the transactions contemplated thereby, of which an aggregate of approximately $910,000 related to expenses incurred by the Investor-Affiliated Funds.

- 22 -

Pursuant to the DDTL Facility Exchange, which was accepted by holders of 100% of the then outstanding DDTL Term Loans, and the Exit Facility Exchange, which was accepted by holders of 100% of the then outstanding Exit Term Loans, 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 (a) $100.0 million principal amount of the DDTL Term Loans outstanding under the DDTL Credit Agreement, plus an additional $2.0 million on account of the exit fee payable under the DDTL Credit Agreement and (b) approximately $87.0 million principal amount of Exit Term Loans, representing 40% of the outstanding principal amount thereof (plus 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 1.50%) plus 8.00% per annum or (ii) an alternate base rate plus 7.00% per annum. The Intabex Term Loans are stated to mature on December 31, 2027.

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 $130.5 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% of the outstanding principal amount of Exit Term Loans (plus 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 1.50%) plus 8.00% per annum or (ii) an alternate base rate plus 7.00% per annum. The Pyxus Term Loans are stated to mature on December 31, 2027.

Pursuant to the Notes Exchange, which was accepted by holders of approximately 92.7% of the aggregate principal amount of the then outstanding 2024 Notes, on February 6, 2023, Pyxus Holdings issued approximately $260.5 million in aggregate principal amount of 8.50% 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 proxy statement rulesIndenture, 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 8.50% per annum, which interest is computed 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. The 2024 Notes Indenture provides that, 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% of the Securities and Exchange Commission. Based on the information collected, the Company’s Chief Legal Officer initially determines whether any identified transactions are requiredprincipal amount of 2027 Notes to be disclosed underredeemed, plus accrued and unpaid interest, if any, to, but not including, the relevant rules. Information regarding any qualifying transaction(s) is presented to the Audit Committee, which pursuant to its charter makes a determination as to whether to approve or ratify such transaction(s). The transaction disclosed below was approved and ratifiedredemption date.

Aggregate Interest

Interest expense accrued by the Audit Committee pursuant to these procedures.

DuringCompany and its subsidiaries in the fiscal year ended March 31, 2019,2023 with respect to the above-described debt instruments held by the Investor-Affiliated Funds and CI Investments was an aggregate of approximately $35.6 million, which includes an aggregate of $9.2 million of interest payments to the Investor-Affiliated Funds with respect to the DDTL Initial Loans and the DDTL Term Loans.

Disinterested Director Approvals

A representative of the Glendon Investor (Ms. Kim through October 19, 2022 and Mr. Ashton thereafter) and a representative of the Monarch Investor (Mr. Fallon) served as directors of Pyxus at the time the Company purchased tobacco from Msamba Estate Limited for approximately $947,300. Msamba Estate Limited, a commercial tobacco grower in Malawi which has been selling tobaccoand its applicable subsidiaries entered into the DDTL Credit Agreement, the amendments thereto and the Support Agreement, effected borrowings under the DDTL Credit Agreement and commenced the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange. The DDTL Credit Agreement and its predecessor agreement and the amendments thereto, any and all borrowings thereunder and the related guaranty transactions, the Support Agreement,

- 23 -

the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange, 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 predecessors since 2001, is ownedsubsidiaries as could reasonably have been obtained in a comparable arm’s-length transaction with an unaffiliated party, by the brother of Graham J. Kayes. Mr. Kayes, who served as Executive Vice President - Business Relationship Management and Leaf until September 2018, and now serves as Executive Vice President – Business Relationship Management and Leafa majority of the Company’s subsidiary Alliance One International, LLC, did not have any involvement indisinterested members of the sales transactions between the Company and Msamba Estate Limited. The price paid to Msamba Estate Limited for the tobacco was at the same price paid to other Malawi growers for the same grades and typesBoard of tobacco. Msamba Estate Limited is under contract to sell tobacco to the Company during the current crop; however, the exact amountDirectors of any such sales will not be known until purchasing concludes in Malawi later this year.

- 18 -

The Audit Committee has delegatedpre-approval authority to the ChairmanChair of the Audit Committee for those instances whenpre-approval is needed prior to a scheduled Audit Committee meeting. The ChairmanChair of the Audit Committee must report on suchpre-approvals at the next scheduled Audit Committee meeting.

Independent Auditors

Deloitte & Touche LLP (“Deloitte & Touche”), audited the Company’s accounts for the periods included in the fiscal yearsyear ended March 31, 20192023 and for the fiscal year ended March 31, 2018;2023; and, as more fully described below in Proposal Two, has been selected by the Audit Committee to serve as Pyxus’s independent auditors for the fiscal year ending March 31, 20202024. Deloitte & Touche has served as the Company’s independent auditors of the Company (including its predecessor, Old Pyxus) since 2006.

Audit andNon-Audit Fees

Set forth below are the fees billed to the Company by Deloitte & Touche in connection with services rendered to the Company (including its predecessor, Old Pyxus, for periods prior to the Effective Date) during the fiscal years ended March 31, 20182022 and March 31, 2019:2023:

- 20 -

PROPOSAL TWO

RATIFICATION OF DELOITTE & TOUCHE AS INDEPENDENT AUDITORS

(Item 2 on the proxy card)

The Audit Committee has selected the firm of Deloitte & Touche to serve as the Company’s independent auditors for the fiscal year ending March 31, 2020,2024, and has directed that management submit the selection of independent auditors to the shareholders for ratification at the Annual Meeting.2023 annual meeting. Representatives of Deloitte & Touche are expected to virtually attend the shareholder meeting, will have an opportunity to make a statement if they so desire, and will also be available to respond to appropriate questions.

Shareholder ratification of the selection of Deloitte & Touche as the Company’s independent auditors is not required by the Company’s bylaws or otherwise. However, we are submitting the selection of Deloitte & Touche to the shareholders for ratification as a matter of good corporate practice. If the appointment of Deloitte & Touche is not ratified by the shareholders, the Audit Committee will reconsider whether or not to retain Deloitte & Touche. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent audit firm at any time during the year if it is determined that such a change would be in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2020.2024.

PROPOSAL THREE

ADVISORY VOTE ON THE

COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

(Item 3 on the proxy card)

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Company is required to provide shareholders with the opportunity to cast an advisory vote on compensation to our Named Executive Officers as reported in this proxy statement (sometimes referred to as “say on pay”). Accordingly, the following resolution will be presented to the shareholders at the annual meeting:

“Resolved, that the shareholders hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed, pursuant to Item 402 of RegulationS-K of the Securities and Exchange Commission, in the Company’s proxy statement for the 20192023 annual meeting of shareholders.”

This advisory vote is nonbinding on the Company; however, the Board and the Executive Compensation Committee which is comprised of independent directors, will take into account the outcome of the vote when considering future executive compensation decisions.

The Board and the Executive Compensation Committee believe that our executive compensation policies, procedures and decisions made with respect to our named executive officers are based on our pay for performance philosophy, and are focused on achieving the Company’s goalshave been reasonable and enhancing shareholder value. We have concluded thatappropriate and the compensation paid or awarded to each of the named executive officerofficers for the most recent fiscal year was reasonable and appropriate. Shareholders are encouraged to read the section entitled “Executive Compensation—Compensation Discussion andCompensation” Analysis,” the accompanying compensation tables, and the related narrative disclosure included in this proxystatement.proxy statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADOPTION OF THE RESOLUTION APPROVING, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

- 2126 -

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) provides an overview and analysis of the Company’s fiscal year 2019 executive compensation program and the material compensation decisions that were made for our principal executive officer, our other executive officers and former executive officers named in the “Summary CompensationTable” in the following section “Executive Compensation Tables.” This group is collectively referred to as the “NamedExecutive Officers” throughout this document. During fiscal year 2019, our Named Executive Officers were:

Messrs. Costa Garcia and Mazur ceased being executive officers of Pyxus as of September 12, 2018, the date of the Company’s name change and the reallocation of executive responsibilities in connection with changes in the Company’s internal organizational structure. Messrs. Costa Garcia and Mazur serve as Executive Vice Presidents of the Value Added Agricultural Products and Global Specialty Products business units, respectively.

Executive Summary

Fiscal year 2019 was a year of change for Pyxus, with the Company making substantial progress in our transformation efforts. We are continuing to create value through innovation for our customers, our partners and our shareholders by investing in differentiated capabilities across our entire portfolio to position the Company to capitalize on growth opportunities. Our financial performance during the fiscal year reflects significant investment into our newstart-up business lines, as well as the challenging market conditions facing our leaf business. Strengthening our balance sheet and increasing shareholder value continue to be top priority. As such, we continued our focus on long-term debt and during the fiscal year we purchased and cancelled $27.26 million of our 9.875% senior secured second lien notes. The Executive Compensation Committee of the Board of Directors (the “Committee”) concluded that fiscalyear-end results fell short on some of the financial targets set by the Committee at the beginning of the year, but the Company was able to successfully execute against reducing debt. As discussed in more detail under the section entitled “Incentives,” based on the annual incentive plan targets and metrics applicable to each Named Executive Officer, the Debt Reduction target was achieved at 109%, while the Adjusted Free Cash Flow and Leverage targets were not achieved. As such, each of the Named Executive Officers received a payout under the annual incentive plan based on financial metrics for fiscal year 2019.

- 22 -

Discretionary Bonuses

For fiscal year 2019, based onThe following table sets forth the recommendation of the Chief Executive Officer, the Committee approved discretionary bonuses to the other Named Executive Officers in the amounts of $80,000 for Mr. Thomas, and $40,000 each for Mss. Purvis and Jones and Messrs. O’Quinn, Costa Garcia and Mazur. These bonuses were awarded to recognize each individual for their leadership and personal contributions in driving the transformation initiatives and their extensive work related to building the new businesses. The amounts of the bonuses awarded were made based on the subjective determination of the Committee after assessing each individual’s contributions during the year.

Long-Term Incentive Compensation

On August 11, 2016, the shareholders approved the Alliance One International, Inc. 2016 Incentive Plan (the “2016 Incentive Plan”), which is the successor to the 2007 Incentive Plan initially approved by shareholders on August 16, 2007, as amended and restated with shareholder approval on August 11, 2011. The Committee administers this plan as the principal means to provide long-term incentives to the Company’s executive officers and certain other officers and key employees, and in doing so, annually monitors the overall dilution level andrun-rate of shares issued under the plan. All equity grants are approved by the Committee before being issued. The Company does not time or plan to time its release of materialnon-public information for the purpose of affecting the value of executive compensation.

The purpose of long-term incentive compensation is to build share ownership among key employees and to closely align the interests of management and shareholders by creating a long-term view of performance and value creation. While the goal of the Committee is to provide long-term incentives that comprise a significant portionpercentage of the Named Executive Officers’ total direct compensation, due torespective annual base salary set for the limited numbertarget bonus opportunity and the amount of shares availablebonus paid under the 2016AIP for fiscal year 2023.