British American Tobacco p.l.c. 4

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.