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.
The Charlotte's Web Holdings, Inc. (CWBHF) SEC filings page on Stock Titan provides access to the company’s U.S. regulatory disclosures, including current reports on Form 8-K and periodic reports referenced in its public communications. Charlotte's Web is incorporated in British Columbia and identified with Commission File Number 000-56364. It files with the U.S. Securities and Exchange Commission in connection with its listing on the Toronto Stock Exchange under the symbol CWEB and its quotation on the OTC in the United States under the symbol CWBHF.
In its Form 8-K filings, Charlotte's Web reports material events such as quarterly earnings releases and changes in the composition of its board of directors. For example, the company has filed 8-Ks to furnish financial results for specific quarters and to disclose the appointment of a new director designated by British American Tobacco pursuant to an investor rights agreement, as well as the resignation of a prior director. These filings provide structured information on the company’s financial condition, governance changes, and other significant developments.
Investors reviewing Charlotte's Web’s SEC filings can use these documents to better understand the company’s operations, cost structure initiatives, capital arrangements, and relationships with strategic investors. Periodic reports referenced in company press releases, such as Forms 10-Q, include consolidated financial statements, management’s discussion and analysis, and details on assets, liabilities, and cash position. Together, these filings outline how Charlotte's Web manages its hemp extract wellness business, vertical integration efforts, and investments, including its interest in DeFloria, Inc.
On Stock Titan, SEC documents for CWBHF are paired with AI-powered summaries that explain key sections in accessible language. Real-time updates from EDGAR ensure that new 8-Ks and other filings appear promptly, while AI highlights important items such as earnings disclosures, board changes, and notes on significant agreements. Users can also review insider- and governance-related information reported in applicable forms to gain a clearer view of Charlotte's Web’s corporate structure and oversight.
Charlotte’s Web Holdings, Inc. is soliciting proxies for its virtual Annual General and Special Meeting on May 28, 2026 to vote on board composition, auditor appointment and a Transaction Resolution to amend a C$75,341,080 convertible debenture held by BT DE Investments Inc. and approve a concurrent equity investment by BAT that could result in issuance of >25% of outstanding Common Shares and create a new Control Person.
The proxy materials include the Company’s Form 10-K for the year ended December 31, 2025, and the record date for voting is April 06, 2026. Management recommends voting FOR all proposals, including the Transaction Resolution.
Charlotte's Web Holdings, Inc. Chief Operating Officer Raymond J. Kunkel reported equity compensation transactions involving restricted stock units and common shares on April 1, 2026. He received a new grant of 470,291 restricted stock units, each representing a right to receive one common share.
On the same date, he exercised previously granted restricted stock units covering 34,318 and 54,598 units into the same number of common shares at a price of $0.00 per share. To cover tax obligations, 25,565 common shares were withheld at $0.782 per share. After these transactions, he directly held 782,273 common shares and 470,291 restricted stock units, which vest in three equal annual installments beginning on the first anniversary of their grant dates.
Charlotte's Web Holdings, Inc. director Jared Stanley exercised restricted stock units into common shares as part of his equity compensation. On April 1, 2026, he converted 37,178 restricted stock units into 37,178 common shares at a stated price of $0.00 per share.
To cover tax obligations on this vesting, 12,659 common shares were disposed of at $0.782 per share through tax withholding, a non‑market transaction. After these entries, Stanley directly holds 202,291 common shares. The restricted stock units were originally granted on April 1, 2024 and vest in three equal annual installments.
Charlotte's Web Holdings, Inc. Chief Financial Officer Erika Lind reported equity compensation activity involving restricted stock units and common shares. On April 1, 2026, she exercised restricted stock units covering 71,594 common shares at a stated price of $0.00 per share, increasing her direct common share holdings.
In connection with these awards, 21,773 common shares were disposed of at $0.782 per share to cover tax obligations, leaving 74,999 common shares owned directly after the transactions. She was also granted 321,441 restricted stock units, each representing a contingent right to receive one common share, with the related agreements providing for vesting in three equal annual installments beginning on the first anniversary of the grant dates in 2024, 2025, and 2026.
Charlotte's Web Holdings, Inc. reported insider equity compensation activity for Chief Executive Officer William J. Morachnick. He received a grant of 1,178,647 restricted stock units, each representing the right to obtain one common share. On an earlier date, he exercised 375,000 restricted stock units into 375,000 common shares at no cash exercise price.
To cover tax obligations tied to this vesting, 91,313 common shares were withheld at a price of $0.735 per share. Following these transactions, Morachnick directly holds 3,011,014 common shares and 1,178,647 restricted stock units subject to vesting terms.
Charlotte's Web Holdings received an updated disclosure from BT DE Investments Inc., an affiliate of British American Tobacco, outlining a planned equity investment and debenture amendment. The purchaser currently beneficially owns 39,920,988 Common Shares, representing 19.9% of the class.
Under a March 30, 2026 Subscription Agreement, the purchaser intends to buy 14,760,638 new Common Shares at C$0.94 per share for C$13,875,000 and amend its existing C$75,341,080 5.00% senior unsecured convertible debenture due November 14, 2029 to reduce the conversion price to C$0.94 per share. Upon closing, the debenture (including accrued interest) is expected to convert into 95,281,277 shares, giving the purchaser 110,041,915 shares, or about 40.8% of the expected 269,725,868 shares outstanding.
An amended and restated investor rights agreement will grant the purchaser the right to nominate up to 40% of the board, subject to ownership thresholds, along with pre-emptive, top-up, registration and other governance rights, plus standstill and transfer restrictions for defined periods.
Charlotte’s Web Holdings, Inc. is deepening its strategic relationship with British American Tobacco’s subsidiary BAT through a new equity investment and a major debenture conversion. BAT agreed to invest US$10,000,000 (approximately C$13.9 million) in common shares, with the price per share set at not less than C$0.94 and subject to a Toronto Stock Exchange discount formula, capped at 14,760,638 shares.
Concurrently, the parties will amend a prior C$75,341,080 (US$54 million) convertible debenture to reduce the conversion prices to C$0.94 per share and raise BAT’s conversion cap from 19.9% to 40.8%. This will allow conversion into 95,281,277 common shares, equal to 68.9% of the 159,683,953 shares outstanding as of the announcement and about 40.8% of the 269,725,868 shares expected to be outstanding after the investment and conversion. Together, the investment and debenture conversion represent a total equity commitment from BAT of approximately C$103 million (about US$75 million) and are expected to close on or around May 28, 2026, subject to shareholder approval.
In connection with these transactions, the parties agreed an Amended and Restated Investor Rights Agreement. BAT will gain board nomination rights proportional to its partially diluted ownership, with at least two nominees as long as it holds at least 10% of the company on a partially diluted basis. BAT also receives demand and piggyback registration rights for its shares, a two‑year standstill limiting it from exceeding 49% ownership or pursuing unsolicited control transactions, an 18‑month transfer restriction on its shares with limited exceptions, and pre‑emptive and top‑up rights that help it maintain its proportional stake while it holds at least 10% ownership. The agreement also gives BAT approval rights over certain major corporate actions, including creating securities senior to common shares, delisting from major exchanges, significant indebtedness above US$10,000,000, and any liquidation or winding‑up, while these ownership thresholds are met.
Charlotte’s Web Holdings, Inc. files its annual report describing a hemp‑derived wellness business built around proprietary CBD and botanical products, vertically integrated cultivation, and a single operating segment. The company highlights extensive regulatory and market risks, its public benefit company status, and growing IP around patented hemp genetics.
Key developments include a C$75.3 million convertible debenture from BAT, FDA clearance for DeFloria to begin Phase 2 clinical trials on a botanical drug, expansion into functional mushroom and low‑dose THC gummies, and termination of an MLB marketing deal that waived an $18 million remaining rights fee.
Charlotte’s Web Holdings reported Q4 2025 revenue of $13.3M, up 4.7% year over year, and full‑year revenue of $49.9M, a modest 0.5% increase. 2025 operating loss improved to $20.3M from $32.0M, while net loss was $29.7M, or $(0.19) per share, unchanged from 2024.
SG&A fell to $42.0M, down 21.2%, supporting an Adjusted EBITDA loss of $12.9M. Year‑end cash declined to $8.0M and shareholders’ equity moved to a $2.0M deficit.
Subsequent to year‑end, a proposed transaction with BAT would convert a C$75.3M debenture plus C$14.2M accrued interest and add a new $10M equity investment, leaving BAT with about 40% ownership and removing roughly $3M of annual interest expense, subject to TSX and shareholder approval. The company is also a launch partner for a CMMI Medicare pilot using the CMS Beneficiary Engagement Incentive, which allows participating organizations to fund up to $500 per Medicare beneficiary annually for eligible hemp‑derived CBD products.
Charlotte’s Web Holdings, Inc. entered into a major recapitalization transaction with BT DE Investments, Inc. (BAT) that will convert BAT’s C$75.3 million convertible debenture plus accrued interest into common shares and add a new US$10 million equity investment via private placement.
Together these steps will issue up to about 110 million new shares, eliminate approximately US$65 million of debt, stop future interest accrual and, if approved, leave the company with no long‑term debt and a simplified capital structure. After closing, BAT is expected to own about 40% of Charlotte’s Web’s common shares, and the company plans to use the new capital to support near‑term operating priorities, including anticipated participation in the CMMI Medicare pilot program.