BAT affiliate to own about 40.8% of Charlotte's Web (CWBHF) after equity and debenture deal

Rhea-AI Filing Summary

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.

Positive

• Secured strategic capital and simplified balance sheet: The company is set to receive C$13,875,000 from the private placement and convert a C$75,341,080 5.00% senior unsecured convertible debenture into equity, reducing future debt obligations.
• Enhanced strategic alignment with a global partner: The amended investor rights agreement formalizes long-term governance, pre-emptive, and registration rights with a large strategic shareholder, potentially supporting coordinated business planning and access to future equity funding.

Negative

• Significant ownership concentration and dilution: On completion, the strategic investor would hold 110,041,915 shares, or about 40.8% of 269,725,868 expected shares, implying meaningful dilution for existing holders and a substantial shift in control dynamics.
• Lowered conversion price increases equity issuance: Reducing the debenture conversion price from C$2.00 to C$0.94 per share increases the number of shares issuable on conversion (to 95,281,277), expanding the equity overhang relative to the original terms.

Insights

Equity & Governance Analyst

Strategic investor moves toward effective blocking stake with expanded governance rights.

The filing describes a sizeable strategic investment by a British American Tobacco affiliate in Charlotte's Web Holdings. Through a discounted-share purchase at C$0.94 and a repriced convertible debenture, the investor is positioned to move from 19.9% beneficial ownership to about 40.8% on completion.

This shift concentrates ownership and introduces stronger governance influence. The amended investor rights agreement allows the purchaser to nominate up to 40% of board members, with minimum representation of two directors, and provides pre-emptive, top-up and registration rights while imposing standstill and transfer restrictions for set periods.

The economics include a C$13,875,000 cash subscription for 14,760,638 new shares and amendment of the C$75,341,080 5.00% debenture due November 14, 2029 to a C$0.94 conversion price. Future disclosures may clarify closing timing and how these rights are exercised in practice.

Key Figures

Current beneficial ownership: 39,920,988 shares (19.9%) Convertible debenture principal: C$75,341,080 Original conversion price: C$2.00 per share +4 more

7 metrics

Current beneficial ownership 39,920,988 shares (19.9%) Common Shares beneficially owned by reporting persons based on 199,604,941 shares

Convertible debenture principal C$75,341,080 5.00% senior unsecured convertible debenture due November 14, 2029

Original conversion price C$2.00 per share Initial conversion price of the Convertible Debenture

Amended conversion price C$0.94 per share Planned new conversion price for the Convertible Debenture

Private placement size 14,760,638 shares for C$13,875,000 Purchased Shares at C$0.94 per share under Subscription Agreement

Shares on debenture conversion 95,281,277 shares Common Shares on full conversion of principal and accrued interest at C$0.94

Post-investment holdings 110,041,915 shares (40.8%) Expected ownership based on 269,725,868 shares outstanding on completion

Key Terms

convertible debenture, Subscription Agreement, Amended and Restated Investor Rights Agreement, pre-emptive rights, +1 more

5 terms

convertible debenture financial

"a 5.00% senior unsecured convertible debenture due November 14, 2029"

A convertible debenture is a long-term loan a company issues that pays interest like a bond but can be turned into a set number of the company’s shares under pre-agreed terms. For investors it matters because it mixes safety and upside: you get regular interest and higher repayment priority like a lender, yet you also hold an option to become a shareholder if the stock rises, which can dilute existing owners and change risk and return profiles.

Subscription Agreement financial

"pursuant to a subscription agreement entered into on March 30, 2026"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Amended and Restated Investor Rights Agreement financial

"they have agreed to amend and restate (the "Amended and Restated Investor Rights Agreement")"

pre-emptive rights financial

"including approval rights over certain of the Issuer's actions, pre-emptive rights, top-up rights"

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

standstill provisions financial

"will also include customary standstill provisions for an additional two-year period"

Standstill provisions are contract rules that pause or limit certain actions by shareholders, potential buyers or lenders — for example, stopping someone from increasing a stake, launching a takeover, or enforcing loan remedies for a set period. For investors, they matter because they can protect a company from sudden control moves or give breathing room to negotiate deals, but they can also lock in the current ownership mix or delay recovery on troubled loans, affecting value and exit options.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

CHARLOTTE'S WEB HOLDINGS, INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

16106R109

(CUSIP Number)

Anthony B. Petitt
401 North Main Street,
Winston-Salem, NC, 27010
(302) 656-1950

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 16106R109

1

Name of reporting person

BT DE Investments Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 39,920,988.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 39,920,988.00

11

Aggregate amount beneficially owned by each reporting person

39,920,988.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 13 is based on 199,604,941 common shares, no par value ("Common Shares"), of Charlotte's Web Holdings, Inc. (the "Issuer"), comprised of (a) 159,683,953 Common Shares outstanding as of the date of the Subscription Agreement (as defined below) as represented to the Reporting Person by the Issuer plus (b) 39,920,988 Common Shares issuable upon full conversion of the Convertible Debenture (as defined below), including accrued and unpaid interest thereon as of the date of the Subscription Agreement. If the completion of the Investment (as defined below) were to have occurred on the date hereof, the Reporting Person would beneficially own 110,041,915 Common Shares, which would represent 40.8% of the issued and outstanding Common Shares on a non-diluted basis based on 269,725,868 Common Shares expected to be issued and outstanding on completion of the Investment.

SCHEDULE 13D

CUSIP Number(s): 16106R109

1

Name of reporting person

British American Tobacco p.l.c.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 39,920,988.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 39,920,988.00

11

Aggregate amount beneficially owned by each reporting person

39,920,988.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.9 %

14

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Row 13 is based on 199,604,941 Common Shares of the Issuer, comprised of (a) 159,683,953 Common Shares outstanding as of the date of the Subscription Agreement as represented to the Reporting Person by the Issuer plus (b) 39,920,988 Common Shares issuable upon full conversion of the Convertible Debenture, including accrued and unpaid interest thereon as of the date of the Subscription Agreement. If the completion of the Investment were to have occurred on the date hereof, the Reporting Person would beneficially own 110,041,915 Common Shares, which would represent 40.8% of the issued and outstanding Common Shares on a non-diluted basis based on 269,725,868 Common Shares expected to be issued and outstanding on completion of the Investment.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: CHARLOTTE'S WEB HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 700 TECH COURT, LOUISVILLE, COLORADO , 80027.
Item 1 Comment: This statement constitutes Amendment No. 1 (this "Amendment No. 1") to the Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") on November 23, 2022 relating to the Common Shares of the Issuer. This Amendment No. 1 amends the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 1 have the meaning assigned to them in the Original Schedule 13D. The Original Schedule 13D was filed with respect to Common Shares of the Issuer held by BT DE Investments Inc. (the "Purchaser"). The Purchaser is a wholly owned subsidiary of BATUS Holdings Inc., which is a wholly owned subsidiary of Louisville Securities Limited, which is a wholly owned subsidiary of British-American Tobacco (Holdings) Limited, which is a wholly owned subsidiary of B.A.T. Industries p.l.c., which is a wholly owned subsidiary of Weston (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2012) Limited, which is a wholly owned subsidiary of British American Tobacco (1998) Limited, which is a wholly owned subsidiary of British American Tobacco p.l.c. ("BAT"). BAT and the aforementioned wholly owned subsidiaries of BAT are collectively referred to herein as the "BAT Entities".
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 4 of this Amendment No. 1 is incorporated by reference.
Item 4.	Purpose of Transaction
	On November 14, 2022, the Purchaser acquired C$75,341,080 aggregate principal amount of a 5.00% senior unsecured convertible debenture due November 14, 2029 (the "Convertible Debenture"), which is convertible, in whole or in part, at any time and from time to time, into Common Shares of the Issuer at a price of C$2.00 per Common Share. On March 30, 2026, the Purchaser announced its intention to: (i) purchase from the Issuer, on a private placement basis, 14,760,638 Common Shares (collectively, the "Purchased Shares") for C$0.94 per Purchased Share, representing an aggregate purchase price for all of the Purchased Shares of C$13,875,000 (the "Subscription Transaction"), pursuant to a subscription agreement entered into on March 30, 2026 between the Purchaser and the Issuer (the "Subscription Agreement"); and (ii) in connection with and concurrently with the closing of the Subscription Transaction, enter into an agreement with the Issuer with respect to the Convertible Debenture, pursuant to which the Purchaser and the Issuer will agree to amend certain terms of the Convertible Debenture including, among others, the conversion price of the Convertible Debenture to C$0.94 per Common Share and the Purchaser will subsequently convert the outstanding principal and any accrued and unpaid interest thereunder into 95,281,277 Common Shares, effective on the closing of the Subscription Transaction (together with the Subscription Transaction, the "Investment"). On completion of the Investment, the Purchaser will have beneficial ownership of 110,041,915 Common Shares, representing approximately 40.8% of the issued and outstanding Common Shares (calculated on a non-diluted basis) based on 269,725,868 Common Shares expected to be issued and outstanding on completion of the Investment. In connection with the issuance of the Convertible Debenture on November 14, 2022, the Purchaser and the Issuer entered into an investor rights agreement dated November 14, 2022, which, effective upon completion of the Investment, they have agreed to amend and restate (the "Amended and Restated Investor Rights Agreement"). Pursuant to the Amended and Restated Investor Rights Agreement, the Purchaser will have the right to nominate up to 40% of the board of directors of the Issuer (the "Board"), subject to the Purchaser maintaining certain share ownership thresholds; provided, that in no event shall the Purchaser be entitled to fewer than two nominees. The Purchaser will have the right to nominate one nominee prior to the next meeting of shareholders to elect directors. The Purchaser may, subject to the terms and conditions of its nomination rights, replace its nominee directors from time to time. In addition, the Purchaser will be provided with certain governance rights, so long as it maintains certain share ownership thresholds, including approval rights over certain of the Issuer's actions, pre-emptive rights, top-up rights and customary registration rights. The Purchaser will be entitled to engage with the Board regarding the Issuer's business and prospects. The Amended and Restated Investor Rights Agreement will also include customary standstill provisions for an additional two-year period as well as transfer restrictions for an additional period of 18 months. The Purchaser will also have the right, so long as it maintains certain share ownership thresholds, to participate in future equity offerings of the Issuer subject to the terms and conditions contained in the Amended and Restated Investor Rights Agreement. The Purchaser undertook the Investment as part of a strategic investment in the Issuer. The Purchaser intends to review its investment in the Issuer on a continuing basis and may, subject to the terms of the Investor Rights Agreement, depending upon a number of factors including market and other conditions, increase or decrease its beneficial ownership, control, direction or economic exposure over securities of the Issuer through market transactions, private agreements, treasury issuances, exercise of options, convertible securities, derivatives, swaps or otherwise.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Amendment No. 1 is incorporated by reference. The descriptions of the Subscription Agreement, the Investor Rights Agreement and the Amended and Restated Investor Rights Agreement are summaries of those agreements and are qualified in their entirety by the full terms and conditions of the Subscription Agreement, the Investor Rights Agreement and the form of the Amended and Restated Investor Rights Agreement (which is included as Schedule C to the Subscription Agreement), respectively, which are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of this Amendment No. 1 is hereby amended to add the following: 99.1 Subscription Agreement, dated as of March 30, 2026, between the Purchaser and the Issuer (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on April 1, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BT DE Investments Inc.

Signature:	/s/ Natalie Bucceri
Name/Title:	Natalie Bucceri
Date:	04/01/2026

British American Tobacco p.l.c.

Signature:	/s/ Caroline Ferland
Name/Title:	Caroline Ferland
Date:	04/01/2026

FAQ

What strategic investment is British American Tobacco making in CWBHF?

British American Tobacco’s affiliate plans a two-part investment: a C$13,875,000 private placement of 14,760,638 new shares at C$0.94 and a repricing plus conversion of a C$75,341,080 5.00% convertible debenture into 95,281,277 shares at the same price.

How much of Charlotte's Web (CWBHF) will the BAT affiliate own after the investment?

After completing the share purchase and full conversion of the debenture, the purchaser would beneficially own 110,041,915 Common Shares. This represents approximately 40.8% of the expected 269,725,868 Common Shares outstanding on a non-diluted basis at completion.

What are the key terms of the Charlotte's Web convertible debenture?

The debenture has a C$75,341,080 principal amount, carries 5.00% interest and matures on November 14, 2029. It was originally convertible at C$2.00 per share, but the parties intend to amend the conversion price to C$0.94 per Common Share in connection with the investment.

What price is being paid for the new Charlotte's Web shares?

The purchaser intends to acquire 14,760,638 Common Shares at C$0.94 per share. This implies an aggregate purchase price of C$13,875,000 for the new shares, structured as a private placement under a Subscription Agreement dated March 30, 2026.

What governance rights will the BAT affiliate gain at Charlotte's Web?

Under the amended investor rights agreement, the purchaser may nominate up to 40% of the board, with at least two nominees while maintaining certain ownership levels. It also receives approval rights over specified actions, plus pre-emptive, top-up and registration rights linked to maintaining share thresholds.

Are there standstill or transfer restrictions on the BAT affiliate's CWBHF stake?

Yes. The amended and restated investor rights agreement will contain customary standstill provisions for an additional two-year period and transfer restrictions for an additional 18 months. These provisions limit certain transactions by the purchaser during those respective timeframes.