British American Tobacco (NYSE: BTI) details underwriting pact and new indenture in Form 6-K

Rhea-AI Filing Summary

British American Tobacco p.l.c. filed a Form 6-K as a foreign private issuer, linking the information in this report to its existing Form F-3 shelf registration statements and related prospectuses. The filing primarily provides supporting legal documentation for previously registered securities.

The report includes an underwriting agreement dated September 18, 2025 between B.A.T Capital Corporation, certain guarantors and a syndicate of underwriters, as well as a supplemental indenture dated September 22, 2025 with Citibank, N.A. as trustee. It also furnishes multiple legal opinions from international law firms, confirming legal aspects of the securities and guarantees issued under the group’s financing structure.

Form 6-K: How Foreign Companies Report to the SEC →

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

FAQ

What does British American Tobacco (BTI) disclose in this Form 6-K?

The company furnishes an underwriting agreement, a supplemental indenture and several legal opinions tied to its existing Form F-3 shelf registration statements.

How is this Form 6-K related to British American Tobacco's Form F-3 shelf registration?

The filing states that the information in this Form 6-K is incorporated by reference into British American Tobacco’s Form F-3 registration statements and related prospectuses and prospectus supplements.

What key agreements are included as exhibits in BTI's 6-K?

Exhibits include an Underwriting Agreement dated September 18, 2025 among B.A.T Capital Corporation, guarantors, and several underwriters, and Supplemental Indenture No. 25 dated September 22, 2025 with Citibank, N.A. as trustee.

Which legal opinions are provided in British American Tobacco’s 6-K?

The filing includes legal opinions from Cravath, Swaine & Moore LLP, Linklaters LLP (London), Stibbe N.V. and Womble Bond Dickinson (US) LLP as separate exhibits.

Who signed the British American Tobacco Form 6-K?

The Form 6-K was signed on behalf of British American Tobacco p.l.c. by Tadeu Marroco, serving as Chief Executive as of September 22, 2025.