{"filing":{"accession_number":"0001750155-26-000080","cik":"0001750155","ticker":"CWBHF","company_name":"Charlotte's Web Holdings, Inc.","form":"8-K","filing_date":"2026-06-01","report_date":null,"primary_document":"cweb-20260528.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1750155/000175015526000080/cweb-20260528.htm"},"events":[{"id":7984,"run_id":7010,"accession_number":"0001750155-26-000080","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"James Jeffery Raborn was appointed to Charlotte's Web Holdings' board of directors effective May 28, 2026, as a designee of British American Tobacco pursuant to an amended Investor Rights Agreement.","company_name":"Charlotte's Web Holdings, Inc.","ticker":"CWBHF","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3383,"accession_number":"0001750155-26-000080","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the appointment of James Jeffery Raborn to Charlotte's Web Holdings' board of directors, effective May 28, 2026, as a designee of British American Tobacco pursuant to an amended Investor Rights Agreement. This is a clear executive appointment event. The appointment is material because it reflects a significant change in board composition and governance, particularly given BAT's substantial investor position and designation rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T03:10:23.002525+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7985,"run_id":7010,"accession_number":"0001750155-26-000080","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Charlotte's Web Holdings held its annual general and special meeting on May 28, 2026, with shareholders voting on four proposals: setting board size at six directors, electing six directors, appointing PKF O'Connor Davies LLP as auditors, and approving a material transaction involving amendment of a C$75.3M convertible debenture held by BAT and issuance of greater than 25% of outstanding shares, which would create a new control person.","company_name":"Charlotte's Web Holdings, Inc.","ticker":"CWBHF","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3384,"accession_number":"0001750155-26-000080","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"This Item 5.07 discloses the results of Charlotte's Web Holdings' annual general and special meeting held May 28, 2026, including shareholder votes on four proposals: (1) setting board size at six directors, (2) electing six directors, (3) appointing PKF O'Connor Davies LLP as auditors, and (4) approving a material transaction involving amendment of a C$75.3M convertible debenture held by BAT and issuance of \u003e25% of outstanding shares, which would create a new control person. The transaction approval is particularly material as it involves a change of control and substantial dilution. This is a classic shareholder_vote_results disclosure with detailed voting tallies.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T03:10:23.002525+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7986,"run_id":7010,"accession_number":"0001750155-26-000080","anchor_item_number":"8.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"Charlotte's Web Holdings closed a material transaction with British American Tobacco (BT DE Investments Inc.) on May 28, 2026, involving amendment of a C$75.3M convertible debenture and issuance of greater than 25% of outstanding shares, creating a new control person.","company_name":"Charlotte's Web Holdings, Inc.","ticker":"CWBHF","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3385,"accession_number":"0001750155-26-000080","item_number":"8.01","item_title":"Other Matters.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the closing of a material transaction with BAT (BT DE Investments Inc.) on May 28, 2026, announced via press release (Exhibit 99.2). While the Item 8.01 section also references shareholder voting results, the substantive material event is the completion of the acquisition/transaction with BAT, which constitutes M\u0026A activity under Item 1.01/2.01 framework. The transaction closing is the primary material disclosure here.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T03:10:23.002525+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":3383,"accession_number":"0001750155-26-000080","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the appointment of James Jeffery Raborn to Charlotte's Web Holdings' board of directors, effective May 28, 2026, as a designee of British American Tobacco pursuant to an amended Investor Rights Agreement. This is a clear executive appointment event. The appointment is material because it reflects a significant change in board composition and governance, particularly given BAT's substantial investor position and designation rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T03:10:23.002525+00:00","company_name":"Charlotte's Web Holdings, Inc.","ticker":"CWBHF","filing_date":"2026-06-01"},{"id":3384,"accession_number":"0001750155-26-000080","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"This Item 5.07 discloses the results of Charlotte's Web Holdings' annual general and special meeting held May 28, 2026, including shareholder votes on four proposals: (1) setting board size at six directors, (2) electing six directors, (3) appointing PKF O'Connor Davies LLP as auditors, and (4) approving a material transaction involving amendment of a C$75.3M convertible debenture held by BAT and issuance of \u003e25% of outstanding shares, which would create a new control person. The transaction approval is particularly material as it involves a change of control and substantial dilution. This is a classic shareholder_vote_results disclosure with detailed voting tallies.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T03:10:23.002525+00:00","company_name":"Charlotte's Web Holdings, Inc.","ticker":"CWBHF","filing_date":"2026-06-01"},{"id":3385,"accession_number":"0001750155-26-000080","item_number":"8.01","item_title":"Other Matters.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the closing of a material transaction with BAT (BT DE Investments Inc.) on May 28, 2026, announced via press release (Exhibit 99.2). While the Item 8.01 section also references shareholder voting results, the substantive material event is the completion of the acquisition/transaction with BAT, which constitutes M\u0026A activity under Item 1.01/2.01 framework. The transaction closing is the primary material disclosure here.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T03:10:23.002525+00:00","company_name":"Charlotte's Web Holdings, Inc.","ticker":"CWBHF","filing_date":"2026-06-01"}]}