Charlottes Web SEC Filings

Charlotte's Web Holdings, Inc. reported insider equity compensation activity for Chief Executive Officer William J. Morachnick. He received a grant of 1,178,647 restricted stock units, each representing the right to obtain one common share. On an earlier date, he exercised 375,000 restricted stock units into 375,000 common shares at no cash exercise price.

To cover tax obligations tied to this vesting, 91,313 common shares were withheld at a price of $0.735 per share. Following these transactions, Morachnick directly holds 3,011,014 common shares and 1,178,647 restricted stock units subject to vesting terms.

Charlotte's Web Holdings received an updated disclosure from BT DE Investments Inc., an affiliate of British American Tobacco, outlining a planned equity investment and debenture amendment. The purchaser currently beneficially owns 39,920,988 Common Shares, representing 19.9% of the class.

Under a March 30, 2026 Subscription Agreement, the purchaser intends to buy 14,760,638 new Common Shares at C$0.94 per share for C$13,875,000 and amend its existing C$75,341,080 5.00% senior unsecured convertible debenture due November 14, 2029 to reduce the conversion price to C$0.94 per share. Upon closing, the debenture (including accrued interest) is expected to convert into 95,281,277 shares, giving the purchaser 110,041,915 shares, or about 40.8% of the expected 269,725,868 shares outstanding.

An amended and restated investor rights agreement will grant the purchaser the right to nominate up to 40% of the board, subject to ownership thresholds, along with pre-emptive, top-up, registration and other governance rights, plus standstill and transfer restrictions for defined periods.

Charlotte’s Web Holdings, Inc. is deepening its strategic relationship with British American Tobacco’s subsidiary BAT through a new equity investment and a major debenture conversion. BAT agreed to invest US$10,000,000 (approximately C$13.9 million) in common shares, with the price per share set at not less than C$0.94 and subject to a Toronto Stock Exchange discount formula, capped at 14,760,638 shares.

Concurrently, the parties will amend a prior C$75,341,080 (US$54 million) convertible debenture to reduce the conversion prices to C$0.94 per share and raise BAT’s conversion cap from 19.9% to 40.8%. This will allow conversion into 95,281,277 common shares, equal to 68.9% of the 159,683,953 shares outstanding as of the announcement and about 40.8% of the 269,725,868 shares expected to be outstanding after the investment and conversion. Together, the investment and debenture conversion represent a total equity commitment from BAT of approximately C$103 million (about US$75 million) and are expected to close on or around May 28, 2026, subject to shareholder approval.

In connection with these transactions, the parties agreed an Amended and Restated Investor Rights Agreement. BAT will gain board nomination rights proportional to its partially diluted ownership, with at least two nominees as long as it holds at least 10% of the company on a partially diluted basis. BAT also receives demand and piggyback registration rights for its shares, a two‑year standstill limiting it from exceeding 49% ownership or pursuing unsolicited control transactions, an 18‑month transfer restriction on its shares with limited exceptions, and pre‑emptive and top‑up rights that help it maintain its proportional stake while it holds at least 10% ownership. The agreement also gives BAT approval rights over certain major corporate actions, including creating securities senior to common shares, delisting from major exchanges, significant indebtedness above US$10,000,000, and any liquidation or winding‑up, while these ownership thresholds are met.

Charlotte’s Web Holdings, Inc. files its annual report describing a hemp‑derived wellness business built around proprietary CBD and botanical products, vertically integrated cultivation, and a single operating segment. The company highlights extensive regulatory and market risks, its public benefit company status, and growing IP around patented hemp genetics.

Key developments include a C$75.3 million convertible debenture from BAT, FDA clearance for DeFloria to begin Phase 2 clinical trials on a botanical drug, expansion into functional mushroom and low‑dose THC gummies, and termination of an MLB marketing deal that waived an $18 million remaining rights fee.

Charlotte’s Web Holdings reported Q4 2025 revenue of $13.3M, up 4.7% year over year, and full‑year revenue of $49.9M, a modest 0.5% increase. 2025 operating loss improved to $20.3M from $32.0M, while net loss was $29.7M, or $(0.19) per share, unchanged from 2024.

SG&A fell to $42.0M, down 21.2%, supporting an Adjusted EBITDA loss of $12.9M. Year‑end cash declined to $8.0M and shareholders’ equity moved to a $2.0M deficit.

Subsequent to year‑end, a proposed transaction with BAT would convert a C$75.3M debenture plus C$14.2M accrued interest and add a new $10M equity investment, leaving BAT with about 40% ownership and removing roughly $3M of annual interest expense, subject to TSX and shareholder approval. The company is also a launch partner for a CMMI Medicare pilot using the CMS Beneficiary Engagement Incentive, which allows participating organizations to fund up to $500 per Medicare beneficiary annually for eligible hemp‑derived CBD products.

Charlotte’s Web Holdings, Inc. entered into a major recapitalization transaction with BT DE Investments, Inc. (BAT) that will convert BAT’s C$75.3 million convertible debenture plus accrued interest into common shares and add a new US$10 million equity investment via private placement.

Together these steps will issue up to about 110 million new shares, eliminate approximately US$65 million of debt, stop future interest accrual and, if approved, leave the company with no long‑term debt and a simplified capital structure. After closing, BAT is expected to own about 40% of Charlotte’s Web’s common shares, and the company plans to use the new capital to support near‑term operating priorities, including anticipated participation in the CMMI Medicare pilot program.

Charlotte's Web Holdings, Inc. insider and Chief Executive Officer William Morachnick reported equity transactions involving restricted stock units and common shares. On 12/31/2025, 375,000 restricted stock units were converted into common shares at a stated price of $0, reflecting vesting under a grant originally awarded on 10/12/2023 that vests in equal quarterly installments beginning 12/31/2023. On the same date, 111,188 common shares were disposed of in a transaction priced at $0.3667. Following these transactions, Morachnick directly beneficially owned 2,727,327 common shares of Charlotte's Web Holdings, Inc.

Charlotte's Web Holdings, Inc. reported an insider equity transaction by its Chief Executive Officer and director, William Morachnick. On 12/31/2025, Morachnick acquired 375,000 common shares at a price of $0 through the settlement of previously granted restricted stock units. On the same date, 91,313 common shares were disposed of at $0.3667, consistent with a Form 4 transaction code "F", which typically reflects shares withheld or sold to cover taxes.

After these transactions, Morachnick beneficially owned 2,747,202 common shares directly. The derivative table shows that the 375,000 shares came from restricted stock units originally granted on 10/12/2023, which vest in equal quarterly installments beginning 12/31/2023. Overall, this filing reflects routine vesting and tax-related disposition activity rather than a discretionary open-market purchase or sale.

Charlotte’s Web Holdings reported Q3 results showing lower sales and margin pressure alongside continued cost reductions. Revenue was $11.503 million versus $12.587 million a year ago, reflecting the shift of B2B activity to distributors. Gross margin was 38.9% (53.0% prior year) due to a one-time $0.5 million B2B retail chargeback reserve and temporary in-house manufacturing inefficiencies. SG&A fell to $9.731 million from $12.693 million, supporting a smaller operating loss of $5.254 million.

Net loss was $5.818 million (basic and diluted $(0.04) per share). Cash was $9.810 million; total assets $81.599 million and liabilities $72.352 million, for shareholders’ equity of $9.247 million. The company recognized a $2.326 million gain after terminating the MLB Promotional Rights Agreement, which also waived $18 million of remaining fees. The convertible debenture’s net carrying amount was $48.819 million (principal $62.300 million) as of September 30, 2025. Product revenue was $11.428 million; service revenue $75 thousand. Shares outstanding were 159,420,141 as of November 11, 2025.