Charlotte's Web (OTC: CWBHF) adds BAT as 40.6% strategic holder

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

BAT now holds a 40.6% stake and expanded governance rights in Charlotte's Web.

BT DE Investments Inc., part of British American Tobacco, now beneficially owns 109,944,042 Charlotte's Web common shares, representing 40.6% of outstanding shares after closing a combined equity purchase and debenture conversion on May 28, 2026.

The transaction included a C$13,873,000 private placement at C$0.94 per share and the conversion of a C$75,341,080 5.00% senior unsecured convertible debenture into 95,281,277 shares at the same price. This significantly concentrates ownership while aligning pricing across equity and the converted debt.

An amended and restated investor rights agreement gives the Purchaser the right to nominate up to 40% of the board (with a minimum of two directors) plus approval, pre-emptive, top-up and registration rights, in exchange for a two-year standstill and 18-month transfer restrictions. Subsequent changes in its position will depend on future market conditions and company actions.

Key Figures

Convertible debenture principal: C$75,341,080 5.00% debenture Debenture conversion price: C$0.94 per share Shares from debenture conversion: 95,281,277 shares +5 more

8 metrics

Convertible debenture principal C$75,341,080 5.00% debenture Senior unsecured, due November 14, 2029

Debenture conversion price C$0.94 per share Amended conversion price for debenture into common shares

Shares from debenture conversion 95,281,277 shares Common shares issued on conversion of debenture

Private placement shares 14,662,765 shares Purchased at C$0.94 per share in Subscription Transaction

Private placement value C$13,873,000 Aggregate purchase price for 14,662,765 shares

Beneficial ownership 109,944,042 shares Shares beneficially owned by BT DE Investments after investment

Ownership percentage 40.6% of class Based on 270,549,931 common shares outstanding post-investment

Shares outstanding post-investment 270,549,931 shares Issuer common shares issued and outstanding on completion

Key Terms

beneficial ownership, convertible debenture, Amended and Restated Investor Rights Agreement, pre-emptive rights, +1 more

5 terms

beneficial ownership financial

"On completion of the Investment, the Purchaser has beneficial ownership of 109,944,042 Common Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

convertible debenture financial

"aggregate principal amount of a 5.00% senior unsecured convertible debenture due November 14, 2029"

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.

Amended and Restated Investor Rights Agreement financial

"they amended and restated (the "Amended and Restated Investor Rights Agreement")"

pre-emptive rights financial

"including approval rights over certain of the Issuer's actions, pre-emptive rights, top-up rights"

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

standstill provisions financial

"includes customary standstill provisions for an additional two-year period as well as transfer restrictions"

Standstill provisions are contract rules that pause or limit certain actions by shareholders, potential buyers or lenders — for example, stopping someone from increasing a stake, launching a takeover, or enforcing loan remedies for a set period. For investors, they matter because they can protect a company from sudden control moves or give breathing room to negotiate deals, but they can also lock in the current ownership mix or delay recovery on troubled loans, affecting value and exit options.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

CHARLOTTE'S WEB HOLDINGS, INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

16106R109

(CUSIP Number)

Anthony B. Petitt
103 Foulk Road, Suite 111,
Wilmington, DE, 19803
(302) 656-1950

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 16106R109

1

Name of reporting person

BT DE Investments Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 109,944,042.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 109,944,042.00

11

Aggregate amount beneficially owned by each reporting person

109,944,042.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

40.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 13 is based on 270,549,931 common shares, no par value ("Common Shares"), of Charlotte's Web Holdings, Inc. (the "Issuer"), outstanding as of the date of this Amendment No. 2 (as defined below) as represented to the Reporting Person.

SCHEDULE 13D

CUSIP Number(s): 16106R109

1

Name of reporting person

British American Tobacco p.l.c.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 109,944,042.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 109,944,042.00

11

Aggregate amount beneficially owned by each reporting person

109,944,042.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

40.6 %

14

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Row 13 is based on 270,549,931 Common Shares of the Issuer outstanding as of the date of this Amendment No. 2 as represented to the Reporting Person by the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: CHARLOTTE'S WEB HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 700 TECH COURT, LOUISVILLE, COLORADO , 80027.
Item 1 Comment: This statement constitutes Amendment No. 2 (this "Amendment No. 2") to the Schedule 13D (the "Initial Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") on November 23, 2022, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed with the SEC on April 1, 2026 ("Amendment No. 1" and, the Initial Schedule 13D as amended and supplemented by Amendment No. 1, the "Original Schedule 13D") relating to the Common Shares of the Issuer. This Amendment No. 2 amends the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 2 have the meaning assigned to them in the Original Schedule 13D. The Initial Schedule 13D was filed with respect to Common Shares of the Issuer held by BT DE Investments Inc. (the "Purchaser"). The Purchaser 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".
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference.
Item 4.	Purpose of Transaction
	On November 14, 2022, the Purchaser acquired C$75,341,080 aggregate principal amount of a 5.00% senior unsecured convertible debenture due November 14, 2029 (the "Convertible Debenture"), which is convertible, in whole or in part, at any time and from time to time, into Common Shares of the Issuer at a price of C$2.00 per Common Share. As previously disclosed, on March 30, 2026, the Purchaser announced its intention to: (i) purchase from the Issuer, on a private placement basis, 14,662,765 Common Shares (collectively, the "Purchased Shares") for C$0.94 per Purchased Share, representing an aggregate purchase price for all of the Purchased Shares of C$13,873,000 (the "Subscription Transaction"), pursuant to a subscription agreement entered into on March 30, 2026 between the Purchaser and the Issuer (the "Subscription Agreement"); and (ii) in connection with and concurrently with the closing of the Subscription Transaction, enter into an agreement with the Issuer with respect to the Convertible Debenture, pursuant to which the Purchaser and the Issuer will agree to amend certain terms of the Convertible Debenture including, among others, to reduce the conversion price of the Convertible Debenture to C$0.94 per Common Share and the Purchaser will subsequently convert the outstanding principal and any accrued and unpaid interest thereunder into 95,281,277 Common Shares, effective on the closing of the Subscription Transaction (together with the Subscription Transaction, the "Investment"). The closing of the Investment occurred on May 28, 2026. On completion of the Investment, the Purchaser has beneficial ownership of 109,944,042 Common Shares, representing approximately 40.6% of the issued and outstanding Common Shares (calculated on a non-diluted basis) based on 270,549,931 Common Shares issued and outstanding on completion of the Investment. In connection with the issuance of the Convertible Debenture on November 14, 2022, the Purchaser and the Issuer entered into an investor rights agreement dated November 14, 2022, which, effective upon completion of the Investment, they amended and restated (the "Amended and Restated Investor Rights Agreement"). Pursuant to the Amended and Restated Investor Rights Agreement, the Purchaser has the right to nominate up to 40% of the board of directors of the Issuer (the "Board"), subject to the Purchaser maintaining certain share ownership thresholds; provided, that in no event shall the Purchaser be entitled to fewer than two nominees. The Purchaser has the right to nominate one nominee prior to the next meeting of shareholders to elect directors. The Purchaser may, subject to the terms and conditions of its nomination rights, replace its nominee directors from time to time. In addition, the Purchaser has been provided with certain governance rights, so long as it maintains certain share ownership thresholds, including approval rights over certain of the Issuer's actions, pre-emptive rights, top-up rights and customary registration rights. The Purchaser is entitled to engage with the Board regarding the Issuer's business and prospects. The Amended and Restated Investor Rights Agreement also includes customary standstill provisions for an additional two-year period as well as transfer restrictions for an additional period of 18 months. The Purchaser also has the right, so long as it maintains certain share ownership thresholds, to participate in future equity offerings of the Issuer subject to the terms and conditions contained in the Amended and Restated Investor Rights Agreement. The Purchaser undertook the Investment as part of a strategic investment in the Issuer. The Purchaser intends to review its investment in the Issuer on a continuing basis and may, subject to the terms of the Amended and Restated Investor Rights Agreement, depending upon a number of factors including market and other conditions, increase or decrease its beneficial ownership, control, direction or economic exposure over securities of the Issuer through market transactions, private agreements, treasury issuances, exercise of options, convertible securities, derivatives, swaps or otherwise.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference. The descriptions of the Subscription Agreement and the Amended and Restated Investor Rights Agreement are summaries of those agreements and are qualified in their entirety by the full terms and conditions of the Subscription Agreement and the Amended and Restated Investor Rights Agreement (a form of which is included as Schedule C to the Subscription Agreement), respectively, which are exhibits to Amendment No. 1 and incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BT DE Investments Inc.

Signature:	/s/ Natalie Bucceri
Name/Title:	Natalie Bucceri, President
Date:	05/29/2026

British American Tobacco p.l.c.

Signature:	/s/ Caroline Ferland
Name/Title:	Caroline Ferland, Secretary
Date:	05/29/2026

FAQ

What stake does BT DE Investments now hold in Charlotte's Web (CWBHF)?

BT DE Investments now beneficially owns 109,944,042 Charlotte's Web common shares, representing about 40.6% of the issued and outstanding shares. This percentage is based on 270,549,931 common shares outstanding upon completion of the investment transaction.

How did BT DE Investments increase its ownership in Charlotte's Web (CWBHF)?

The stake increased through a combined transaction: a private placement of 14,662,765 shares at C$0.94 per share and the conversion of a C$75,341,080 5.00% convertible debenture into 95,281,277 shares at the same C$0.94 conversion price.

What are the key terms of the convertible debenture in the Charlotte's Web (CWBHF) deal?

The debenture has an aggregate principal amount of C$75,341,080, a 5.00% coupon, and matures on November 14, 2029. Its conversion price was amended to C$0.94 per share, and it was converted into 95,281,277 common shares at closing.

What governance rights did BT DE Investments receive at Charlotte's Web (CWBHF)?

Under the amended investor rights agreement, BT DE Investments can nominate up to 40% of the board, with at least two nominees. It also receives certain approval rights, pre-emptive and top-up rights, customary registration rights, and the ability to engage with the board on business matters.

What restrictions apply to BT DE Investments after its Charlotte's Web (CWBHF) investment?

The amended investor rights agreement includes a two-year standstill, limiting certain actions by BT DE Investments, and 18-month transfer restrictions on its holdings. These provisions govern how and when it can change or dispose of its position in the company.

Can BT DE Investments change its ownership level in Charlotte's Web (CWBHF) in the future?

Yes. The investor states it will review its investment on a continuing basis and may increase or decrease beneficial ownership through market trades, private deals, treasury issuances, derivative instruments, or other methods, subject to the investor rights agreement terms.