Major BT DE (CWBHF) debenture conversion and US$10M share purchase boost Charlotte’s Web stake

Rhea-AI Filing Summary

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.

Positive

• Conversion of C$75,341,080 debenture into equity eliminates a large convertible instrument and results in 95,281,277 new common shares held by a major strategic investor.
• US$10,000,000 additional equity purchase at C$0.94 per share shows BT DE increasing its direct common share holdings to 109,944,042, strengthening alignment with existing shareholders.

Negative

• None.

Insights

Equity analyst

Large debenture-for-equity swap and new share purchase deepen a key holder’s stake.

BT DE Investments Inc. converted the full C$75,341,080 Convertible Debenture, plus accrued interest, into 95,281,277 common shares at a conversion price equivalent to $0.68 (C$0.94) per share. This removes a sizeable convertible instrument and replaces it with common equity.

Separately, BT DE bought an additional US$10,000,000 of common shares at C$0.94 per share, receiving 14,662,765 shares. After these steps, BT DE holds 109,944,042 shares, reinforcing its role as a major shareholder. The filing also notes that British American Tobacco entities may be deemed beneficial owners through their indirect ownership, while disclaiming beneficial ownership beyond their pecuniary interest.

Insider Trade Summary

0 shares exercised/converted

Mixed 5 txns

Insider BT DE Investments Inc., British American Tobacco p.l.c.

Role null | null

Bought 0 shs ($0.00)

Type	Security	Shares	Price	Value
H	Convertible Debenture	0	$0.00	--
Purchase	Convertible Debenture	0	$0.00	--
Conversion	Convertible Debenture	0	$0.00	--
Conversion	Common Shares	95,281,277	$0.68	$64.79M
Grant/Award	Common Shares	14,662,765	$0.68	$9.97M

Holdings After Transaction: Convertible Debenture — 0 shares (Direct, null); Common Shares — 95,281,277 shares (Direct, null)

Footnotes (1)

1. Reflects common shares issued upon conversion of the Convertible Debenture (the "Debenture") including accrued and unpaid interest thereunder. Represents a conversion price of C$0.94 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026. BT DE Investments Inc. ("BT DE") is a wholly owned subsidiary of BATUS Holdings Inc., which is a wholly owned subsidiary of Louisville Securities Limited, which is a wholly owned subsidiary of British-American Tobacco (Holdings) Limited, which is a wholly owned subsidiary of B.A.T. Industries p.l.c., which is a wholly owned subsidiary of Weston (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2012) Limited, which is a wholly owned subsidiary of British American Tobacco (1998) Limited, which is a wholly owned subsidiary of British American Tobacco p.l.c. ("BAT"). BAT and the aforementioned wholly owned subsidiaries of BAT are collectively referred to herein as the "BAT Entities." The BAT Entities may be deemed to beneficially own the securities held by BT DE by virtue of their indirect ownership of BT DE as described herein. (Continued from footnote 3) The BAT Entities disclaim such beneficial ownership except to the extent of their pecuniary interest therein. On March 30, 2026, BT DE agreed to purchase from the Issuer U.S.$10,000,000 of common shares for C$0.94 per share. The closing of such purchase occurred on May 28, 2026. Represents a purchase price of C$0.94 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026. Represents a conversion price of C$2.00 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026. Represents a principal amount of C$75,341,080 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026. The first two transactions reported in Table II above involved an amendment to the Debenture on May 28, 2026 to reduce the then-current conversion price per share from C$2.00 per share to C$0.94 per share. Consistent with existing SEC interpretive and no-action positions, the amendment is reported above as if such reduction consisted of the cancellation of the "old" Debenture and the acquisition of a "new" Debenture. BT DE did not actually dispose of the Debenture as part of the amendment. Represents a conversion price of C$0.94 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026. On May 28, 2026, BT DE converted the entire C$75,341,080 initial principal amount of the Debenture and all accrued and unpaid interest thereunder into common shares.

Key Figures

Debenture principal: C$75,341,080 Shares from debenture conversion: 95,281,277 common shares Equity purchase amount: US$10,000,000 +4 more

7 metrics

Debenture principal C$75,341,080 Initial principal amount of Convertible Debenture converted on May 28, 2026

Shares from debenture conversion 95,281,277 common shares Issued upon conversion of Convertible Debenture plus accrued interest

Equity purchase amount US$10,000,000 Common share purchase agreed March 30, 2026 at C$0.94 per share

Shares from equity purchase 14,662,765 common shares Issued at a U.S. dollar equivalent price of $0.68 per share

Post-transaction holdings 109,944,042 common shares BT DE direct ownership following all reported transactions

Conversion price (revised) C$0.94 per share New conversion price replacing prior C$2.00 per share

U.S. equivalent price $0.68 per share Share and conversion price using Bank of Canada exchange rate on May 22, 2026

Key Terms

Convertible Debenture, conversion price, accrued and unpaid interest, pecuniary interest, +1 more

5 terms

Convertible Debenture financial

"converted the entire C$75,341,080 initial principal amount of the Debenture"

A convertible debenture is a long-term loan a company issues that pays interest like a bond but can be turned into a set number of the company’s shares under pre-agreed terms. For investors it matters because it mixes safety and upside: you get regular interest and higher repayment priority like a lender, yet you also hold an option to become a shareholder if the stock rises, which can dilute existing owners and change risk and return profiles.

conversion price financial

"reduce the then-current conversion price per share from C$2.00 per share to C$0.94 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

accrued and unpaid interest financial

"converted the entire C$75,341,080 initial principal amount of the Debenture and all accrued and unpaid interest thereunder"

Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.

pecuniary interest financial

"The BAT Entities disclaim such beneficial ownership except to the extent of their pecuniary interest therein"

beneficially own financial

"The BAT Entities may be deemed to beneficially own the securities held by BT DE"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BT DE Investments Inc.

(Last) (First) (Middle)

103 FOULK ROAD, SUITE 111

(Street)

WILMINGTON DELAWARE 19803

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Charlotte's Web Holdings, Inc. [ CWBHF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/28/2026		C		95,281,277(1)	A	$0.68(2)	95,281,277	D(3)(4)
Common Shares	05/28/2026		A		14,662,765(5)	A	$0.68(6)	109,944,042	D(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Debenture	$1.45(7)	05/28/2026		H			$54,662,323(8)	05/28/2026	11/14/2029	Common Shares	37,670,540	(9)	0	D(3)(4)
Convertible Debenture	$0.68(10)	05/28/2026		P		$54,662,323(8)		05/28/2026	11/14/2029	Common Shares	95,281,277	(9)	95,281,277	D(3)(4)
Convertible Debenture	$0.68(10)	05/28/2026		C			$54,662,323(8)	05/28/2026	11/14/2029	Common Shares	95,281,277(11)	$0(11)	0	D(3)(4)

1. Name and Address of Reporting Person^*

BT DE Investments Inc.

(Last) (First) (Middle)

103 FOULK ROAD, SUITE 111

(Street)

WILMINGTON DELAWARE 19803

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

British American Tobacco p.l.c.

(Last) (First) (Middle)

GLOBE HOUSE, 4 TEMPLE PLACE

(Street)

LONDON UNITED KINGDOM WC2R 2PG

(City) (State) (Zip)

UNITED KINGDOM

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects common shares issued upon conversion of the Convertible Debenture (the "Debenture") including accrued and unpaid interest thereunder.

2. Represents a conversion price of C$0.94 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026.

3. BT DE Investments Inc. ("BT DE") is a wholly owned subsidiary of BATUS Holdings Inc., which is a wholly owned subsidiary of Louisville Securities Limited, which is a wholly owned subsidiary of British-American Tobacco (Holdings) Limited, which is a wholly owned subsidiary of B.A.T. Industries p.l.c., which is a wholly owned subsidiary of Weston (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2012) Limited, which is a wholly owned subsidiary of British American Tobacco (1998) Limited, which is a wholly owned subsidiary of British American Tobacco p.l.c. ("BAT"). BAT and the aforementioned wholly owned subsidiaries of BAT are collectively referred to herein as the "BAT Entities." The BAT Entities may be deemed to beneficially own the securities held by BT DE by virtue of their indirect ownership of BT DE as described herein.

4. (Continued from footnote 3) The BAT Entities disclaim such beneficial ownership except to the extent of their pecuniary interest therein.

5. On March 30, 2026, BT DE agreed to purchase from the Issuer U.S.$10,000,000 of common shares for C$0.94 per share. The closing of such purchase occurred on May 28, 2026.

6. Represents a purchase price of C$0.94 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026.

7. Represents a conversion price of C$2.00 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026.

8. Represents a principal amount of C$75,341,080 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026.

9. The first two transactions reported in Table II above involved an amendment to the Debenture on May 28, 2026 to reduce the then-current conversion price per share from C$2.00 per share to C$0.94 per share. Consistent with existing SEC interpretive and no-action positions, the amendment is reported above as if such reduction consisted of the cancellation of the "old" Debenture and the acquisition of a "new" Debenture. BT DE did not actually dispose of the Debenture as part of the amendment.

10. Represents a conversion price of C$0.94 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026.

11. On May 28, 2026, BT DE converted the entire C$75,341,080 initial principal amount of the Debenture and all accrued and unpaid interest thereunder into common shares.

	BT DE Investments Inc., /s/ Natalie Bucceri, President	05/29/2026
	British American Tobacco p.l.c, /s/ Caroline Ferland, Secretary	05/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did BT DE Investments Inc. do in this Charlotte's Web (CWBHF) Form 4?

BT DE Investments Inc. converted its entire Convertible Debenture, plus accrued interest, into 95,281,277 common shares and also purchased US$10,000,000 of additional common shares. After these transactions, BT DE directly holds 109,944,042 common shares of Charlotte's Web Holdings, Inc.

How many Charlotte's Web (CWBHF) shares does BT DE hold after these transactions?

After the transactions, BT DE Investments Inc. holds 109,944,042 common shares of Charlotte's Web. This reflects 95,281,277 shares from debenture conversion plus 14,662,765 shares issued in connection with a US$10,000,000 equity purchase at C$0.94 per share.

What was the size and price of the Charlotte's Web debenture converted by BT DE?

BT DE converted the entire C$75,341,080 principal amount of its Convertible Debenture, plus accrued and unpaid interest, into common shares. The conversion used a price equivalent to $0.68 per share, based on a C$0.94 conversion price and a specified Bank of Canada exchange rate.

Did BT DE invest new cash into Charlotte's Web (CWBHF) in this filing?

Yes. On March 30, 2026, BT DE agreed to purchase US$10,000,000 of common shares for C$0.94 per share, with closing on May 28, 2026. This transaction resulted in the issuance of 14,662,765 new common shares to BT DE Investments Inc.

How are British American Tobacco entities related to BT DE’s Charlotte's Web holdings?

BT DE is a wholly owned subsidiary in a chain of entities ultimately owned by British American Tobacco p.l.c. The filing states these BAT entities may be deemed to beneficially own BT DE’s securities, but they disclaim beneficial ownership except to the extent of their pecuniary interest.

What happened to the prior conversion price on Charlotte's Web’s Convertible Debenture?

The Debenture’s conversion price was amended on May 28, 2026 from C$2.00 to C$0.94 per share. For reporting purposes, this is shown as canceling an “old” debenture and acquiring a “new” one, consistent with existing SEC interpretive and no-action positions cited in the filing.