Sec Form 4 Filing - BT DE Investments Inc. @ Charlotte's Web Holdings, Inc. - 2026-05-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person BT DE Investments Inc. 2. Issuer Name and Ticker or Trading Symbol Charlotte's Web Holdings, Inc. [ CWBHF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 103 FOULK ROAD, SUITE 111 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2026 (Street) WILMINGTON, DE19803 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 05/28/2026 C 95,281,277 ( 1 ) A $ 0.68 ( 2 ) 95,281,277 D ( 3 ) ( 4 ) Common Shares 05/28/2026 A 14,662,765 ( 5 ) A $ 0.68 ( 6 ) 109,944,042 D ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Debenture $ 1.45 ( 7 ) 05/28/2026 H 05/28/2026 11/14/2029 Common Shares 37,670,540 ( 9 ) 0 D ( 3 ) ( 4 ) Convertible Debenture $ 0.68 ( 10 ) 05/28/2026 P 05/28/2026 11/14/2029 Common Shares 95,281,277 ( 9 ) 95,281,277 D ( 3 ) ( 4 ) Convertible Debenture $ 0.68 ( 10 ) 05/28/2026 C 05/28/2026 11/14/2029 Common Shares 95,281,277 ( 11 ) $ 0 ( 11 ) 0 D ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BT DE Investments Inc. 103 FOULK ROAD, SUITE 111 WILMINGTON, DE19803 X British American Tobacco p.l.c. GLOBE HOUSE, 4 TEMPLE PLACE LONDONWC2R 2PG X Signatures BT DE Investments Inc., /s/ Natalie Bucceri, President 05/29/2026 Signature of Reporting Person Date British American Tobacco p.l.c, /s/ Caroline Ferland, Secretary 05/29/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects common shares issued upon conversion of the Convertible Debenture (the "Debenture") including accrued and unpaid interest thereunder. ( 2 )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. ( 3 )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. ( 4 )(Continued from footnote 3) The BAT Entities disclaim such beneficial ownership except to the extent of their pecuniary interest therein. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.