British American Tobacco p.l.c. 4
4 · Charlotte's Web Holdings, Inc. · Filed May 29, 2026
Research Summary
AI-generated summary of this filing
Charlotte's Web (CWBHF) 10% Owner BT DE Acquires Shares
What Happened
- BT DE Investments Inc., a reported 10% owner, converted a convertible debenture into 95,281,277 common shares of Charlotte’s Web and also acquired 14,662,765 additional common shares on May 28, 2026. The conversion and acquisition were reported at US$0.68 per share (conversion price C$0.94 converted at the Bank of Canada rate), representing approximately $64.79M for the conversion and $9.97M for the additional shares. Both transactions are acquisitions (i.e., the debenture was converted into equity and shares were purchased/issued).
Key Details
- Transaction date: May 28, 2026; Form 4 filed May 29, 2026 (appears timely).
- Prices and amounts: conversion of debenture into 95,281,277 shares at US$0.68 each ($64,791,268); additional 14,662,765 shares at US$0.68 each ($9,970,680). Conversion price reported as C$0.94, converted to USD at US$1.00 = C$1.3783 (Bank of Canada rate on May 22, 2026).
- What the derivative action was: conversion of a C$75,341,080 principal convertible debenture (including accrued interest) into common shares.
- Shares owned after transaction: the filing does not state a total post-transaction beneficial ownership figure for BT DE in the Form 4.
- Notable footnotes: the debenture conversion followed an amendment reducing the conversion price from C$2.00 to C$0.94 (the amendment is reported as if the "old" debenture was cancelled and a "new" one acquired per SEC guidance). BT DE is a wholly owned subsidiary in a chain of companies ultimately controlled by British American Tobacco (BAT); BAT Entities disclaim beneficial ownership except to the extent of pecuniary interest.
Context
- This was an institutional conversion/purchase by a 10% owner entity, not an individual officer/director trade. Converting a convertible debenture into shares increases share count rather than being a typical option exercise followed by an immediate sale. The transaction reflects debt-to-equity conversion and a private purchase/issuance; it should be viewed as an institutional capital/ownership action, not a personal trading signal.
Insider Transaction Report
Form 4
BT DE Investments Inc.
10% Owner
Transactions
- Conversion
Common Shares
[F1][F2][F3][F4]2026-05-28$0.68/sh+95,281,277$64,791,268→ 95,281,277 total - Award
Common Shares
[F5][F6][F3][F4]2026-05-28$0.68/sh+14,662,765$9,970,680→ 109,944,042 total - Expiration (Short)
Convertible Debenture
[F7][F8][F9][F3][F4]2026-05-28→ 0 totalExercise: $1.45From: 2026-05-28Exp: 2029-11-14→ Common Shares (37,670,540 underlying) - Purchase
Convertible Debenture
[F10][F8][F9][F3][F4]2026-05-28→ 95,281,277 totalExercise: $0.68From: 2026-05-28Exp: 2029-11-14→ Common Shares (95,281,277 underlying) - Conversion
Convertible Debenture
[F10][F8][F11][F3][F4]2026-05-28→ 0 totalExercise: $0.68From: 2026-05-28Exp: 2029-11-14→ Common Shares (95,281,277 underlying)
Footnotes (11)
- [F1]Reflects common shares issued upon conversion of the Convertible Debenture (the "Debenture") including accrued and unpaid interest thereunder.
- [F10]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.
- [F11]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.
- [F2]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.
- [F3]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.
- [F4](Continued from footnote 3) The BAT Entities disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.