Charlotte's Web (CWBHF) Proxy filing summary

Executive summary

• Report covers financial and strategic results for the year ended December 31, 2025, highlighting regulatory momentum, cost structure improvements, and a major transaction with BAT to strengthen the balance sheet and support growth initiatives.

• Participation in the CMMI Medicare pilot program positions the company for healthcare integration and expanded access to federally authorized CBD products for seniors.

• DeFloria, a joint venture, advanced its cannabinoid pharmaceutical program, with Phase 2 clinical trials for AJA001 targeting ASD expected to begin mid-2026.

• Revenue for 2025 increased 0.5% year-over-year to $49.9 million, marking the first annual revenue growth since 2021, with cost optimization reducing SG&A by 21.2%.

• The BAT transaction will eliminate the largest liability, add $10 million in equity, and result in BAT holding approximately 40% of shares post-transaction.

Voting matters and shareholder proposals

• Shareholder approval is required for the BAT transaction, with a meeting scheduled for on or about May 28, 2026.

• Proxy materials will be distributed to shareholders of record as of April 6, 2026, and will include details on the transaction and related matters.

Executive compensation and say-on-pay

• Information on directors and executive officers, including compensation, is referenced in the annual report and prior proxy statement, available to shareholders.