[8-K] Charlotte's Web Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Charlotte's Web Holdings, Inc. disclosed that director Jonathan Atwood has notified the company of his intention to resign from the Board and any committee memberships, effective October 1, 2025. The company stated that Mr. Atwood's decision is not related to any disagreement with management, the board, or the company's accounting or financial reporting. This notice signals a forthcoming change in board composition but does not identify any dispute or financial issue tied to the departure.

Positive

• Resignation not due to disagreement with management or accounting practices, reducing concern about governance conflicts

Negative

• A board vacancy effective October 1, 2025 will occur and may require committee reassignments or a successor appointment

Insights

Corporate Governance Expert

TL;DR: A single director resignation appears routine and is explicitly not due to disagreement, so governance continuity likely remains intact.

The resignation of Jonathan Atwood effective October 1, 2025 reduces the board by one member until a replacement is named. Because the company states the departure is unrelated to disagreements over operations or financial disclosures, this appears procedural rather than a governance crisis. Investors should note the potential need for board succession planning and any committee reassignments, but the filing contains no indication of material governance failures or disputes.

Risk Analyst

TL;DR: This is a low-impact operational change with no disclosed connection to financial or compliance concerns.

The disclosure confirms the director's intent to resign and explicitly disclaims any disagreement about company policies or accounting practices. That limits immediate regulatory or reputational risk. Short-term risks include the temporary vacancy and possible committee reshuffling. The filing provides no information about replacement timing or impact on board expertise, so material risk appears minimal based on the text provided.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

September 16, 2025

Date of Report (date of earliest event reported)

___________________________________

Charlotte’s Web Holdings, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

British Columbia (State or other jurisdiction of incorporation or organization)			000-56364 (Commission File Number)			98-1508633 (I.R.S. Employer Identification Number)
700 Tech Court Louisville, Colorado 80027
(Address of principal executive offices and zip code)
(720) 617-7303
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
N/A			N/A			N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 16, 2025, Mr. Jonathan Atwood notified Charlotte’s Web Holdings, Inc. (the “Company”) of his intention to resign from his position as a member of the Board of Directors of the Company (and any committees upon which he sits) effective as of October 1, 2025. Mr. Atwood's decision does not relate to any disagreement with the Company, its management or the board of directors on any matter relating to the Company’s operations, policies or practices, including with respect to the Company’s accounting principles, practices or financial statement disclosures.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 19th day of September, 2025.

CHARLOTTE’S WEB HOLDINGS, INC.
By:			/s/ Mindy Garrison
Name:			Mindy Garrison
Title:			Chief People Officer and Corporate Secretary

Date: September 19, 2025

FAQ

What did Charlotte's Web (CWBHF) disclose in this 8-K?

The company disclosed that director Jonathan Atwood intends to resign from the Board and any committees, effective October 1, 2025.

Is Mr. Atwood's resignation related to a disagreement with Charlotte's Web (CWBHF)?

No. The filing explicitly states the decision is not related to any disagreement with the company, its management, or the board on operations, policies, or accounting.

When does Jonathan Atwood's resignation take effect for CWBHF?

The resignation is effective October 1, 2025.

Does the 8-K indicate who will replace the departing director at CWBHF?

No. The filing does not provide any information about a successor or timing for appointing a replacement.

Does the disclosure mention any financial or operational issues at Charlotte's Web (CWBHF)?

No. The filing contains no statements indicating financial, accounting, or operational issues related to the resignation.