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British American Tobacco signs underwriting agreement

British American Tobacco p.l.c. reports that its subsidiary B.A.T Capital Corporation, together with certain guarantor entities, has entered into an underwriting agreement with a syndicate of underwriters led by major international banks.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

British American Tobacco p.l.c. reports that its subsidiary B.A.T Capital Corporation, together with certain guarantor entities, has entered into an underwriting agreement with a syndicate of underwriters led by major international banks. This agreement is incorporated by reference into existing Form F-3 shelf registration statements for the group’s issuers.

The report also records execution of Supplemental Indenture No. 26 and Supplemental Indenture No. 27 with Citibank, N.A. as trustee, and the delivery of legal opinions from several law firms in the United States, United Kingdom and the Netherlands regarding this financing structure.

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Filing Explained

The August 5 Form 6-K reports signed underwriting and supplemental-indenture agreements under existing Form F-3 registration statements, but discloses no offering size, price, fees, proceeds, or issuance; it therefore establishes financing arrangements without quantifying or confirming a completed sale.

Underwriting Agreement financial
"Exhibit 1.1 | Underwriting Agreement, dated as of August 5 , 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Supplemental Indenture financial
"Exhibit 4.1 | Supplemental Indenture No. 26, dated as of August 5 , 2026"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Guarantors financial
"by and among B.A.T Capital Corporation, the Guarantors party thereto and Citigroup"
Trustee financial
"Supplemental Indenture No. 27 ... and Citibank, N.A., as Trustee"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
Form F-3 Registration Statement regulatory
"incorporated by reference into the Form F-3 Registration Statement File Nos. 333-288448"
A Form F-3 registration statement is a short-form filing that allows qualifying foreign companies to pre-register securities for sale to U.S. investors, making future offerings faster and less paperwork-heavy. Think of it like a pre-approved menu or credit line: once the filing is in place, the company can quickly sell shares or bonds when needed. Investors care because it signals a company’s ability to raise capital quickly, which affects liquidity, potential dilution, and the timing of funding events.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does British American Tobacco (BTI) report in this Form 6-K?
The Form 6-K reports that B.A.T Capital Corporation and guarantor entities executed an underwriting agreement with a syndicate of underwriters. It also notes related supplemental indentures and legal opinions, incorporated into existing Form F-3 shelf registration statements for British American Tobacco and affiliated issuers.

Which entities are party to the new underwriting agreement for BTI?
The underwriting agreement involves B.A.T Capital Corporation as issuer, guarantor entities within the British American Tobacco group, and underwriters including Citigroup Global Markets, Deutsche Bank Securities, Goldman Sachs, Santander US Capital Markets and Wells Fargo Securities, reflecting a broadly syndicated capital markets transaction framework.

What supplemental indentures does British American Tobacco (BTI) disclose?
British American Tobacco discloses Supplemental Indenture No. 26 and No. 27, each dated August 5, 2026, between B.A.T Capital Corporation, specified guarantors and Citibank, N.A. as trustee, further updating the group’s existing indenture structure used for capital markets issuances.

How is this BTI transaction linked to existing Form F-3 registration statements?
The company states that information in the report is incorporated by reference into existing Form F-3 registration statements and related prospectuses for British American Tobacco and several financing subsidiaries, allowing these new agreements and indentures to support offerings under that established shelf framework.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205491
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
August 5, 2026
Commission File Number: 001-38159
BRITISH AMERICAN TOBACCO P.L.C.
(Translation of registrant’s name into English)
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐



The information contained in this Form 6-K is incorporated by reference into the Form F-3 Registration Statement File Nos. 333-288448, 333-288448-01, 333-288448-02, 333-288448-03, 333-288448-04 and 333-288448-05 of British American Tobacco p.l.c. (the “Registrant”), British American Tobacco Holdings (The Netherlands) B.V., B.A.T Capital Corporation, B.A.T. Netherlands Finance B.V., Reynolds American Inc. and B.A.T. International Finance p.l.c., and related Prospectuses and Prospectus Supplements, as such Registration Statement, Prospectuses and Prospectus Supplements may be amended from time to time.
EXHIBIT INDEX
ExhibitDescription
Exhibit 1.1
Underwriting Agreement, dated as of August 5, 2026, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Santander US Capital Markets LLC and Wells Fargo Securities, LLC.
Exhibit 4.1
Supplemental Indenture No. 26, dated as of August 5, 2026, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee.
Exhibit 4.2
Supplemental Indenture No. 27, dated as of August 5, 2026, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee.
Exhibit 5.1
Opinion of Cravath, Swaine & Moore LLP.
Exhibit 5.2
Opinion of Linklaters LLP (London).
Exhibit 5.3
Opinion of Stibbe N.V.
Exhibit 5.4
Opinion of Womble Bond Dickinson (US) LLP.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
British American Tobacco p.l.c.
By:/s/ Tadeu Marroco
Name: Tadeu Marroco
Title:   Chief Executive
Date: August 5, 2026

Source: View Original Filing on SEC EDGAR

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