Welcome to our dedicated page for Charlottes Web SEC filings (Ticker: CWBHF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Charlotte's Web Holdings, Inc. files regulatory documents that describe its British Columbia corporate structure, common-share governance, operating and financial results, and material events affecting the hemp-derived CBD wellness business. Its Form 8-K filings include results-of-operations disclosures, material-event reports, board governance items, capital-structure matters, and clinical or regulatory disclosures tied to hemp and cannabinoid products.
The company's proxy materials document annual general and special meeting matters, including director elections, board size, shareholder voting procedures, and governance proposals. Filings also reference investor-rights arrangements affecting board representation and provide formal records of shareholder matters, material agreements, and compensation-related governance disclosures.
Charlotte’s Web Holdings, Inc. reports that co‑founder Jared Stanley resigned from its Board of Directors effective June 3, 2026. He will continue to support the company in an advisory capacity, and his decision is stated as not stemming from any disagreement over operations, policies, or financial reporting.
Stanley is dedicating his efforts to leading DeFloria, Inc., a clinical‑stage botanical pharmaceutical company co‑founded by Charlotte’s Web that is developing AJA001, an FDA Phase 2 investigational botanical drug for irritability associated with autism spectrum disorder. Charlotte’s Web is a co‑founder and shareholder of DeFloria and remains involved through this affiliation. Following his resignation, the Board consists of six directors.
Charlotte’s Web Holdings has deepened its strategic relationship with British American Tobacco’s subsidiary BT DE Investments (BAT). BAT invested US$10 million (C$13,873,000) to buy 14,662,765 new common shares at C$0.94 per share and simultaneously converted its existing convertible debenture into equity.
The debenture’s conversion terms were amended, cutting the conversion price from C$2.00 to C$0.94 and setting interest conversion at the same price. BAT converted all principal and accrued interest into 95,281,277 common shares. After the share purchase and conversion, BAT holds 109,944,042 shares, or about 40.6% of the 270,549,931 shares outstanding as of May 28, 2026.
An amended and restated investor rights agreement gives BAT board nomination rights aligned with ownership (with at least two nominees while it holds 10% or more), demand and piggyback registration rights, pre‑emptive and top‑up rights, transfer restrictions, a standstill capping ownership below 49% until May 28, 2028, and consent rights over certain major corporate actions and additional indebtedness above US$10 million.
McElwee Angela May reported acquisition or exercise transactions in this Form 4 filing.
Charlotte's Web Holdings, Inc. director Angela May McElwee received a grant of 85,000 restricted stock units. Each unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc.
The grant was made on 6/1/2026 and is scheduled to fully vest on 6/1/2027. Following this award, McElwee holds 85,000 restricted stock units directly, reflecting a compensation-related equity grant rather than an open-market purchase or sale.
McCarthy Matthew Evan reported acquisition or exercise transactions in this Form 4 filing.
Charlotte's Web Holdings, Inc. director Matthew Evan McCarthy reported receiving a grant of 75,000 restricted stock units. Each unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc.
The restricted stock units were granted on 6/1/2026 and are scheduled to vest on 6/1/2027. Following this award, McCarthy holds 75,000 restricted stock units directly, reflecting a routine equity-based compensation grant rather than an open-market purchase or sale.
Usifer Maureen K reported acquisition or exercise transactions in this Form 4 filing.
Charlotte's Web Holdings, Inc. director Maureen K. Usifer received a grant of 75,000 restricted stock units on June 1, 2026. Each RSU represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc. The award is scheduled to fully vest on June 1, 2027.
Following this grant, Usifer holds 75,000 restricted stock units directly, all linked to an equivalent number of common shares upon vesting and settlement, subject to the award’s terms.
Charlotte's Web Holdings, Inc. director Raborn James Jeffery filed a Form 3, which is an initial statement of beneficial ownership. This filing identifies him as a director and reporting person but does not report any buy, sell, or derivative transactions.
Charlotte’s Web Holdings, Inc. completed a transformative transaction with British American Tobacco’s subsidiary BT DE Investments Inc. that converts debt to equity and adds new capital. A C$75.3 million convertible debenture plus C$14.2 million in accrued interest, totaling C$89.6 million, was fully converted into common shares at C$0.94 per share, issuing 95.3 million shares to BAT. BAT also invested an additional US$10 million (C$13.8 million) via a private placement for 14.7 million shares at the same price. In total, BAT will hold about 109.9 million shares, or 40.6% of 270.5 million common shares outstanding after closing. Shareholders strongly approved the debenture amendment and share issuance, and also set the board at six directors, re-elected all nominees, and appointed PKF O’Connor Davies LLP as auditor. BAT designee James Jeffery Raborn was appointed to the board, further formalizing the strategic relationship.
BT DE Investments Inc., a subsidiary of British American Tobacco, filed an amended Schedule 13D reporting completion of a strategic investment in Charlotte's Web Holdings, Inc. Following the deal, it beneficially owns 109,944,042 common shares, or about 40.6% of the company.
The investment combined a private placement of 14,662,765 shares at C$0.94 per share with the conversion of a C$75,341,080 5.00% convertible debenture into 95,281,277 shares at the same price. An amended investor rights agreement grants BT DE Investments board nomination rights up to 40% of the board, approval and pre-emptive rights, and includes standstill and transfer restrictions.
BT DE Investments Inc., a wholly owned subsidiary within the British American Tobacco group, significantly increased its equity position in Charlotte's Web Holdings, Inc. on May 28, 2026.
BT DE converted the entire C$75,341,080 principal amount of its Convertible Debenture, plus accrued and unpaid interest, into 95,281,277 common shares at a U.S. equivalent price of $0.68 (C$0.94) per share. In a related equity financing, BT DE also purchased US$10,000,000 of additional common shares at C$0.94 per share, resulting in an issuance of 14,662,765 common shares.
Following these transactions, BT DE directly holds 109,944,042 common shares of Charlotte's Web. Footnotes state that British American Tobacco p.l.c. and its subsidiaries may be deemed to beneficially own these securities through their indirect ownership of BT DE, while disclaiming beneficial ownership except to the extent of their pecuniary interest.
Charlotte’s Web Holdings reported a weaker first quarter of 2026, with shrinking sales and a much larger net loss. Revenue fell 9.0% to $11.2 million, mainly because the company shifted more retail business to a distributor model. Gross margin declined to 46.6% from 50.8% as startup costs for bringing manufacturing in-house and lower volume weighed on profitability.
Operating loss improved modestly to $4.3 million from $5.3 million, but a large non-cash loss of $8.9 million from revaluing derivative financial instruments tied to its convertible debenture pushed the net loss to $13.1 million, more than double the prior-year period. Total assets were $70.7 million, versus liabilities of $85.7 million, resulting in a shareholders’ deficit.
The company ended the quarter with $5.2 million in cash and used about $2.8 million in operating cash flow. Management expects existing liquidity to cover the next 12 months and highlights a proposed transaction with BAT that would convert the C$75.3 million debenture into equity and add a further $10 million equity investment, eliminating roughly $65 million of debt if approved.