Welcome to our dedicated page for Charlottes Web SEC filings (Ticker: CWBHF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Charlotte's Web Holdings, Inc. files regulatory documents that describe its British Columbia corporate structure, common-share governance, operating and financial results, and material events affecting the hemp-derived CBD wellness business. Its Form 8-K filings include results-of-operations disclosures, material-event reports, board governance items, capital-structure matters, and clinical or regulatory disclosures tied to hemp and cannabinoid products.
The company's proxy materials document annual general and special meeting matters, including director elections, board size, shareholder voting procedures, and governance proposals. Filings also reference investor-rights arrangements affecting board representation and provide formal records of shareholder matters, material agreements, and compensation-related governance disclosures.
BT DE Investments Inc., a subsidiary of British American Tobacco, filed an amended Schedule 13D reporting completion of a strategic investment in Charlotte's Web Holdings, Inc. Following the deal, it beneficially owns 109,944,042 common shares, or about 40.6% of the company.
The investment combined a private placement of 14,662,765 shares at C$0.94 per share with the conversion of a C$75,341,080 5.00% convertible debenture into 95,281,277 shares at the same price. An amended investor rights agreement grants BT DE Investments board nomination rights up to 40% of the board, approval and pre-emptive rights, and includes standstill and transfer restrictions.
BT DE Investments Inc., a wholly owned subsidiary within the British American Tobacco group, significantly increased its equity position in Charlotte's Web Holdings, Inc. on May 28, 2026.
BT DE converted the entire C$75,341,080 principal amount of its Convertible Debenture, plus accrued and unpaid interest, into 95,281,277 common shares at a U.S. equivalent price of $0.68 (C$0.94) per share. In a related equity financing, BT DE also purchased US$10,000,000 of additional common shares at C$0.94 per share, resulting in an issuance of 14,662,765 common shares.
Following these transactions, BT DE directly holds 109,944,042 common shares of Charlotte's Web. Footnotes state that British American Tobacco p.l.c. and its subsidiaries may be deemed to beneficially own these securities through their indirect ownership of BT DE, while disclaiming beneficial ownership except to the extent of their pecuniary interest.
Charlotte’s Web Holdings reported a weaker first quarter of 2026, with shrinking sales and a much larger net loss. Revenue fell 9.0% to $11.2 million, mainly because the company shifted more retail business to a distributor model. Gross margin declined to 46.6% from 50.8% as startup costs for bringing manufacturing in-house and lower volume weighed on profitability.
Operating loss improved modestly to $4.3 million from $5.3 million, but a large non-cash loss of $8.9 million from revaluing derivative financial instruments tied to its convertible debenture pushed the net loss to $13.1 million, more than double the prior-year period. Total assets were $70.7 million, versus liabilities of $85.7 million, resulting in a shareholders’ deficit.
The company ended the quarter with $5.2 million in cash and used about $2.8 million in operating cash flow. Management expects existing liquidity to cover the next 12 months and highlights a proposed transaction with BAT that would convert the C$75.3 million debenture into equity and add a further $10 million equity investment, eliminating roughly $65 million of debt if approved.
Charlotte’s Web Holdings reported Q1 2026 results and highlighted a major balance sheet transaction with BAT. Revenue was $11.2 million, down 9% from $12.3 million a year earlier, as the company exited lower-margin retail accounts. Gross margin was 46.6% versus 50.8% in Q1 2025.
SG&A fell 17.7% to $9.5 million, helping Adjusted EBITDA improve to a loss of $1.7 million from a $2.8 million loss. Net loss widened to $13.1 million, or $(0.08) per share, mainly from an $8.9 million non-cash fair value charge on the BAT convertible debenture.
The proposed BAT transaction would convert about $54 million of debenture plus interest and add a $10 million equity investment, eliminating roughly $3 million of annual interest and leaving BAT with about 40% of common shares, subject to TSX and shareholder approval. Cash was $5.2 million at March 31, 2026. The company is preparing to participate in the new CMS Beneficiary Engagement Incentive pathway and advancing the DeFloria AJA001 Phase 2 program, expected to start mid‑2026, while also upgrading its U.S. listing to the OTCQX Best Market.
Charlotte’s Web Holdings, Inc. is asking shareholders to approve routine annual items and a major financing change at its May 28, 2026 virtual meeting. Shareholders will vote on fixing the Board at six members, electing six director nominees, and reappointing PKF O’Connor Davies LLP as auditor.
The key proposal seeks approval to amend a C$75,341,080 convertible debenture held by BT DE Investments Inc. (a British American Tobacco subsidiary), convert it into common shares with accrued interest, and approve a concurrent equity investment. The company states this Transaction could “materially affect control” by creating a new Control Person and would result in issuing more than 25% of currently outstanding common shares.
Charlotte's Web Holdings, Inc. executive Mindy Beth Garrison, CPO & Corporate Secretary, filed an initial Form 3 reporting her equity holdings in the company. The filing lists stock options, restricted stock units (RSUs), and common shares held directly, without showing any new purchases or sales.
She reports stock options over 51,245 common shares at an exercise price of $0.3200 per share expiring on 2033-04-01, 37,500 shares at $1.5600 expiring on 2032-02-11, and 166,667 shares at $0.6000 expiring on 2032-08-08. All of these options are currently vested.
The filing also shows RSUs covering 401,677, 28,305, and 79,899 common shares, each RSU representing a contingent right to receive one common share and generally vesting in three equal annual installments beginning on the first anniversary of their respective grant dates. In addition, she holds 211,934 common shares directly.
Charlotte’s Web Holdings, Inc. is soliciting proxies for its virtual Annual General and Special Meeting on May 28, 2026 to vote on board composition, auditor appointment and a Transaction Resolution to amend a C$75,341,080 convertible debenture held by BT DE Investments Inc. and approve a concurrent equity investment by BAT that could result in issuance of >25% of outstanding Common Shares and create a new Control Person.
The proxy materials include the Company’s Form 10-K for the year ended December 31, 2025, and the record date for voting is April 06, 2026. Management recommends voting FOR all proposals, including the Transaction Resolution.
Charlotte's Web Holdings, Inc. Chief Operating Officer Raymond J. Kunkel reported equity compensation transactions involving restricted stock units and common shares on April 1, 2026. He received a new grant of 470,291 restricted stock units, each representing a right to receive one common share.
On the same date, he exercised previously granted restricted stock units covering 34,318 and 54,598 units into the same number of common shares at a price of $0.00 per share. To cover tax obligations, 25,565 common shares were withheld at $0.782 per share. After these transactions, he directly held 782,273 common shares and 470,291 restricted stock units, which vest in three equal annual installments beginning on the first anniversary of their grant dates.
Charlotte's Web Holdings, Inc. director Jared Stanley exercised restricted stock units into common shares as part of his equity compensation. On April 1, 2026, he converted 37,178 restricted stock units into 37,178 common shares at a stated price of $0.00 per share.
To cover tax obligations on this vesting, 12,659 common shares were disposed of at $0.782 per share through tax withholding, a non‑market transaction. After these entries, Stanley directly holds 202,291 common shares. The restricted stock units were originally granted on April 1, 2024 and vest in three equal annual installments.