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
September 22, 2025
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 x Form 40-F o
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
| | | | | | | | |
| Exhibit | | Description |
| Exhibit 1.1 | | Underwriting Agreement, dated as of September 18, 2025, by and among B.A.T Capital Corporation, the Guarantors party thereto and Barclays Capital Inc., BBVA Securities Inc., Lloyds Securities Inc. and Santander US Capital Markets LLC. |
| Exhibit 4.1 | | Supplemental Indenture No. 25, dated as of September 22, 2025, 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: September 22, 2025 | | |
