BAT Ups Stake in Charlotte's Web to 40.6%

BT DE Investments Inc., a wholly owned subsidiary of British American Tobacco p.l.c. (BAT), has significantly increased its stake in Charlotte's Web Holdings, Inc. to 40.6%. On May 28, 2026, the filer completed a strategic investment consisting of a private placement subscription for 14,662,765 common shares at C$0.94 per share and the conversion of a C$75.3 million convertible debenture. The debenture's conversion price was amended to C$0.94, resulting in the issuance of 95,281,277 additional common shares upon conversion. Following these transactions, the filer beneficially owns 109,944,042 common shares. In connection with the investment, the parties entered into an Amended and Restated Investor Rights Agreement, granting the filer the right to nominate up to 40% of the Issuer's board of directors (with a minimum of two nominees) and providing various governance rights, including pre-emptive and registration rights. The agreement also includes a two-year standstill provision and 18-month transfer restrictions. BAT and its subsidiaries are considered joint filers due to their indirect ownership through the Purchaser.