British American Tobacco (OGI) unit holds 29.9% Organigram stake plus preferreds

Rhea-AI Filing Summary

Organigram Global Inc. saw its strategic investor BT DE Investments Inc., an affiliate of British American Tobacco, update its ownership position through an amended Schedule 13D. As of April 15, 2026, the investor beneficially owned 42,231,089 Common Shares, representing 29.9% of the outstanding Common Shares, plus 50,673,288 Class A preferred shares, all on a non-diluted basis.

The change reflects completion of Organigram’s acquisition of Sanity Group GmbH and a concurrent private placement. BT DE received Common and Preferred Shares as consideration for its Sanity stake and purchased additional Shares in a private placement, including via top-up rights. The Preferred Shares are non-voting, convertible into Common Shares subject to ownership caps. Under an updated investor rights agreement, the investor can nominate up to 30% of Organigram’s board and retains pre-emptive, top-up and registration rights as long as certain ownership thresholds are maintained.

Insights

Equity ownership & governance analyst

BT affiliate cements a near-30% stake with strong governance rights.

BT DE Investments Inc., part of British American Tobacco, now holds 42,231,089 Common Shares, or 29.9% of Organigram Global Inc., plus 50,673,288 Preferred Shares on a non-diluted basis. This reflects share consideration for the Sanity Group acquisition and a sizable private placement.

The Preferred Shares are non-voting but convertible into Common Shares at a growing conversion rate of 7.5% per year, capped so the group does not exceed 49.0% of Common Shares after conversion and a 30% limit on immediate Common ownership. These mechanics constrain outright control while increasing potential future equity exposure.

The updated investor rights agreement lets the investor nominate up to 30% of the board and grants pre-emptive, top-up and registration rights tied to ownership thresholds. Future filings will show how conversion, further investments or sales affect ownership and governance balance.

Key Figures

Common Shares owned: 42,231,089 Common Shares Ownership percentage: 29.9% of Common Shares Preferred Shares owned: 50,673,288 Preferred Shares +5 more

8 metrics

Common Shares owned 42,231,089 Common Shares Beneficially owned as of April 15, 2026

Ownership percentage 29.9% of Common Shares Based on 140,770,542 Common Shares outstanding as of April 15, 2026

Preferred Shares owned 50,673,288 Preferred Shares Non-voting Class A preferred shares held on a non-diluted basis

Upfront consideration shares 943,900 Common & 12,638,228 Preferred Shares Received as upfront consideration for Sanity Group stake

Potential earnout shares 6,625,559 Common Shares Assuming full earnout at C$3.00 floor price and 1.62 FX rate

Private placement purchase 14,027,074 Shares for C$42,081,222 Shares bought at C$3.00 per share in private placement

Top-Up Rights exercise 9,897,356 Preferred Shares for ~C$23,118,778 Subscribed at C$2.335854 per share via existing top-up rights

Conversion growth rate 7.5% per annum Annual increase in Preferred Share conversion rate from issuance date

Key Terms

Earnout Consideration, Top-Up Rights, Preferred Shares, Private Placement Investment, +2 more

6 terms

Earnout Consideration financial

"subject to the achievement of certain financial performance metrics of Sanity for the twelve months following closing of the Acquisition, will be entitled to receive certain earnout consideration (the "Earnout Consideration")."

Earnout consideration is the portion of a purchase price that one party pays later only if the acquired business meets agreed future targets, like sales or profit goals. Think of it as a performance-linked bonus that shifts some risk from the buyer to the seller; investors watch earnouts because they affect how much value will actually be paid, influence future cash flow, and can change reported earnings or liabilities if targets are missed or met.

Top-Up Rights financial

"The Private Placement Investment was comprised of an exercise by the Purchaser of certain existing top-up rights ("Top-Up Rights") and a private placement for Shares."

Top-up rights are a short-term option given to existing shareholders to buy extra shares so they can keep the same percentage ownership when a company issues new stock or when a buyer is acquiring control. Think of it like being offered extra slices of the same pizza so your share of the pie doesn’t shrink; for investors this matters because it protects their voting power and economic stake and can influence share value and control outcomes.

Preferred Shares financial

"50,673,288 Class A preferred shares (the "Preferred Shares" and together with the Common Shares, "Shares"), representing 29.9% of the issued and outstanding Common Shares and 100% of the Preferred Shares, in each case on a non-diluted basis."

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

Private Placement Investment financial

"to acquire Shares on a private placement basis (the "Private Placement Investment"), increasing the Purchaser's strategic investment in the Issuer."

A private placement investment is when a company sells stocks, bonds or other securities directly to a small group of selected investors rather than offering them to the public. For investors this matters because it can offer access to discounted prices or unique deals but also brings less liquidity, more ownership dilution for existing shareholders, and often restrictions on resale — like buying into a private club rather than trading on an open market.

investor rights agreement regulatory

"entered into a second amendment and restated investor rights agreement (the "Second A&R Investor Rights Agreement") to amend certain provisions of the amended and restated investor rights agreement"

A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.

beneficially owned financial

"As of the date of this Amendment No. 8, the Reporting Person beneficially owned 42,231,089 Common Shares and 50,673,288 Preferred Shares, representing 29.9% of the issued and outstanding Common Shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

ORGANIGRAM GLOBAL INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

68620P101

(CUSIP Number)

Anthony B. Petitt
103 Foulk Road, Suite 111,
Wilmington, DE, 19803
(302) 656-1950

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

04/15/2026

(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): 68620P101

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 42,231,089.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 42,231,089.00

11

Aggregate amount beneficially owned by each reporting person

42,231,089.00

12

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

13

Percent of class represented by amount in Row (11)

29.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 13 is based on 140,770,542 Common Shares, no par value ("Common Shares"), of Organigram Global Inc. (the "Issuer"), outstanding as of April 15, 2026 following the closing of the Acquisition and Private Placement Investment (each as defined below) as represented to the Reporting Person by the Issuer. As of the date of this Amendment No. 8 (as defined below), the Reporting Person beneficially owned 42,231,089 Common Shares and 50,673,288 Class A preferred shares (the "Preferred Shares" and together with the Common Shares, "Shares"), representing 29.9% of the issued and outstanding Common Shares and 100% of the Preferred Shares, in each case on a non-diluted basis.

SCHEDULE 13D

CUSIP Number(s): 68620P101

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 42,231,089.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 42,231,089.00

11

Aggregate amount beneficially owned by each reporting person

42,231,089.00

12

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

13

Percent of class represented by amount in Row (11)

29.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 13 is based on 140,770,542 Common Shares outstanding as of April 15, 2026 following the closing of the Acquisition and Private Placement Investment as represented to the Reporting Person by the Issuer. As of the date of this Amendment No. 8, the Reporting Person beneficially owned 42,231,089 Common Shares and 50,673,288 Preferred Shares, representing 29.9% of the issued and outstanding Common Shares and 100% of the Preferred Shares, in each case on a non-diluted basis.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: ORGANIGRAM GLOBAL INC.
(c)	Address of Issuer's Principal Executive Offices: 1400-145 KING ST. WEST, Toronto, CANADA (FEDERAL LEVEL) , M5H 1J8.
Item 1 Comment: This statement constitutes Amendment No. 8 (this "Amendment No. 8") to the Schedule 13D (the "Initial Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") on March 10, 2021, as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the SEC on February 1, 2022 ("Amendment No. 1"), Amendment No. 2 to Schedule 13D filed with the SEC on November 8, 2023 ("Amendment No. 2"), Amendment No. 3 to Schedule 13D filed with the SEC on January 25, 2024 ("Amendment No. 3"), Amendment No. 4 to Schedule 13D filed with the SEC on September 3, 2024 ("Amendment No. 4"), Amendment No. 5 to Schedule 13D filed with the SEC on December 10, 2024 ("Amendment No. 5"), Amendment No. 6 to Schedule 13D filed with the SEC on March 3, 2025 and Amendment No. 7 to Schedule 13D filed with the SEC on February 20, 2026 ("Amendment No. 7" and, the Initial Schedule 13D as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7, the "Original Schedule 13D") relating to the Common Shares of the Issuer. This Amendment No. 8 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. 8 have the meaning assigned to them in the Original Schedule 13D. The Initial 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. 8 is incorporated by reference.
Item 4.	Purpose of Transaction
	As previously disclosed, on February 18, 2026, the Issuer entered into a Share Sale and Purchase Agreement Regarding Shares in Sanity Group GmbH, dated as of February 18, 2026, among the Issuer, Sanity Group GmbH ("Sanity"), and the other persons party thereto (the "SPA") to indirectly acquire all of the issued and outstanding shares of Sanity not currently owned by the Issuer, including shares of Sanity owned by the Purchaser (the "Acquisition"). The Acquisition was completed on April 15, 2026. Pursuant to the Acquisition, the sellers listed in the SPA received upfront consideration (the "Upfront Consideration"), and subject to the achievement of certain financial performance metrics of Sanity for the twelve months following closing of the Acquisition, will be entitled to receive certain earnout consideration (the "Earnout Consideration"). The Purchaser elected to receive consideration consisting of Shares of the Issuer under the SPA in lieu of cash for its interest in Sanity. As previously disclosed, in order to finance the cash component of the Acquisition and the Issuer's transaction expenses, the Purchaser executed and delivered a subscription agreement, dated February 18, 2026 (the "Subscription Agreement"), with the Issuer to acquire Shares on a private placement basis (the "Private Placement Investment"), increasing the Purchaser's strategic investment in the Issuer. The Private Placement Investment was comprised of an exercise by the Purchaser of certain existing top-up rights ("Top-Up Rights") and a private placement for Shares. The closing of the Private Placement Investment occurred concurrent with the closing of the Acquisition. Pursuant to the Acquisition, the Purchaser (i) received 943,900 Common Shares and 12,638,228 Preferred Shares as Upfront Consideration and (ii) is expected to receive 6,625,559 Common Shares as Earnout Consideration, assuming the floor earnout share price of C$3.00, a EUR:CAD exchange rate of 1.62, and that the full earnout is achieved. The Shares issued pursuant to the Upfront Consideration were priced at C$3.00 per Share (C$40,746,384 in the aggregate), and the Shares to be issued pursuant to the Earnout Consideration will be priced at the 20-day volume-weighted average price of the Common Shares on the Toronto Stock Exchange on the trading day prior to settlement, subject to a C$3.00 floor and C$4.00 cap (C$19,876,677 in the aggregate, assuming an issuance at C$3.00). Pursuant to the Private Placement Investment, the Purchaser purchased (i) 14,027,074 Shares at a price of C$3.00 per share (C$42,081,222 in the aggregate) comprised of (a) 1,152,800 Common Shares and (b) 12,874,274 Preferred Shares, the proceeds of which will be used to fund the Acquisition in part, and (ii) exercised existing Top-Up Rights to subscribe for 9,897,356 Preferred Shares at a price of C$2.335854 per share (approximately C$23,118,778 in the aggregate). The Preferred Shares are non-voting convertible preferred shares of the Issuer convertible into Common Shares at the option of the Purchaser without payment of any additional consideration (subject to the 30% Threshold described below). The Preferred Shares are convertible initially on a one-for-one basis, provided however that the conversion rate of any outstanding Preferred Shares increases at a rate of 7.5% per annum commencing from the initial date on which such Preferred Shares are issued (subject to adjustment in certain circumstances in accordance with the SPA), until such time as the holders of Preferred Shares would beneficially own, or exercise control or direction over, directly or indirectly, with their respective affiliates, associates, related parties and any joint actors, after giving effect to the conversion of the Preferred Shares, 49.0% of the aggregate number of Common Shares issued and outstanding. With respect to issuances of Shares under both the Acquisition and the Private Placement Investment, the number of Common Shares owned by the Purchaser or its affiliates, associates, related parties and any joint actors was limited to 30% of the aggregate number of Common Shares issued and outstanding (the "30% Threshold") after issuance of the applicable Shares, with the remainder of the Shares issuable as Preferred Shares. The Purchaser entered into the Subscription Agreement, and has elected to receive consideration consisting of Shares under the SPA in lieu of cash for its interest in Sanity, in furtherance of its 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 Second A&R Investor Rights Agreement (as defined below), and 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. On closing of the Private Placement Investment, the Issuer and the Purchaser entered into a second amendment and restated investor rights agreement (the "Second A&R Investor Rights Agreement") to amend certain provisions of the amended and restated investor rights agreement entered into on January 23, 2024, between the Purchaser and the Issuer (the "First A&R Investor Rights Agreement"). The Second A&R Investor Rights Agreement amends certain provisions of the First A&R Investor Rights Agreement in order, among other things, to provide increased flexibility concerning debt financing transactions by the Issuer and refresh the time periods with respect to certain provisions. Under the Second A&R Investor Rights Agreement, the Purchaser has the right to nominate up to 30% of the board of directors of the Issuer (the "Board"), subject to the Purchaser maintaining certain share ownership thresholds. The Purchaser is entitled, subject to the terms and conditions of its nomination rights, to replace its nominee directors from time to time. In addition, the Purchaser has certain governance rights, so long as it maintains certain share ownership thresholds, including pre-emptive rights, top-up rights and customary registration rights. The Purchaser is permitted to engage with the Board regarding the Issuer's business and prospects.
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. 8 is incorporated by reference. The descriptions of the Subscription Agreement, the Second A&R Investor Rights Agreement and the SPA are summaries of those agreements and are qualified in their entirety by the full terms and conditions of the Subscription Agreement, the Second A&R Investor Rights Agreement (a form of which is included as Schedule C to the Subscription Agreement) and the SPA, respectively, which are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of this Amendment No. 8 is hereby amended to add the following: 99.1 Share Sale and Purchase Agreement Regarding Shares in Sanity Group GmbH, dated as of February 18, 2026, among the Issuer, Sanity, and the other persons party thereto (incorporated by reference to Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on February 20, 2026).* 99.2 Subscription Agreement, dated as of February 18, 2026, between the Purchaser and the Issuer (incorporated by reference to Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on February 20, 2026). * Schedules and exhibits have been omitted as they are not material. They will be furnished supplementally to the SEC upon request.

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, President
Date:	04/17/2026

British American Tobacco p.l.c.

Signature:	/s/ Caroline Ferland
Name/Title:	Caroline Ferland, Secretary
Date:	04/17/2026

FAQ

What ownership stake in Organigram Global Inc. (OGI) does BT DE now report?

BT DE Investments Inc. reports beneficial ownership of 42,231,089 Common Shares of Organigram Global Inc., representing 29.9% of the issued and outstanding Common Shares on a non-diluted basis as of April 15, 2026, plus 50,673,288 non-voting Class A Preferred Shares.

How did the Sanity Group acquisition affect British American Tobacco’s stake in OGI?

Organigram’s acquisition of Sanity Group GmbH closed April 15, 2026. For its Sanity stake, the BT affiliate elected to receive Organigram Shares instead of cash, receiving 943,900 Common Shares and 12,638,228 Preferred Shares as upfront consideration, plus potential additional Common Shares as earnout.

What are the key terms of Organigram’s earnout consideration to the BT affiliate?

The BT affiliate is expected to receive 6,625,559 Common Shares as earnout consideration, assuming the full earnout is achieved at a floor share price of C$3.00 and an exchange rate of 1.62. Final share count will be based on a 20-day volume-weighted average price, capped at C$4.00.

What did BT DE purchase in Organigram’s private placement financing?

In the private placement, BT DE purchased 14,027,074 Shares at C$3.00 per share, totaling C$42,081,222, comprised of 1,152,800 Common Shares and 12,874,274 Preferred Shares. It also exercised top-up rights to buy 9,897,356 Preferred Shares at C$2.335854 per share, about C$23,118,778.

What rights does British American Tobacco gain under the new investor rights agreement with OGI?

Under the second amended and restated investor rights agreement, the BT affiliate can nominate up to 30% of Organigram’s board if it maintains specified ownership levels. It also receives governance rights including pre-emptive rights, top-up rights, customary registration rights, and the ability to engage with the board on business matters.

How are Organigram’s Preferred Shares held by the BT affiliate structured?

Organigram’s Class A Preferred Shares are non-voting and convertible into Common Shares at the holder’s option without extra payment. They convert initially one-for-one, with the conversion rate increasing 7.5% per year, until the BT group would reach 49% of outstanding Common Shares after conversion, subject to a 30% Common ownership cap at issuance.