What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-19 · 64 added, 85 removed, 191 unchanged (44% of the section changed)

11 unchanged sentences

For the year ended December 31, 2025, none of the Company’s directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Appointment of Corporate Secretary

On March 16, 2025, the Company announced the appointment of Mindy Garrison as the Chief People Officer and Corporate Secretary.

Garrison, age 55, initially joined the Company as Senior Director of Human Resources in November 2021, promoted to Chief People Officer in August 2022, and appointed as Corporate Secretary in August 2025.

Before joining Charlotte’s Web, Garrison served as an HR executive in the healthcare sector, worked as a management consultant, and spent 15 years as an Adjunct Professor at the University of Denver.

Her expertise in human capital strategy, governance, and executive education continues to support Charlotte’s Web’s mission‑driven growth in the rapidly evolving hemp‑derived wellness industry.

She has a Bachelor’s degree in Psychology and a Master’s degree from the University of Denver.

There are no family relationships between Mrs.

Garrison and any director or executive officer of the Company.

The Company is not aware of any transaction in which Mrs.

Garrison has an interest requiring disclosure under Item 404(a) of Regulation S-K.

No contract or arrangement between Mrs.

Garrison and the Company was executed in connection with her appointment.

Garrison will be eligible for equity award grants in a manner consistent with the Company’s practices for senior management.

Garrison has previously been awarded stock options in respect of her prior service with the Company and will be entitled to continue to participate in the Company’s benefit programs applicable generally to employees and executive officers.

Such compensation and benefit plans and arrangements are described in the Company’s Amendment No.

2 to the Registration Statement on Form 10 filed with the U.S.

Securities and Exchange Commission on January 4, 2022.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

Information relating to this item will be included in an amendment to this Annual Report on Form 10-K or in the proxy statement for the 2026 annual stockholders' meeting and is incorporated by reference in this Annual Report on Form 10-K.

Certain information concerning the Company's executive officers is included in Item 1 of Part I of this Annual Report on Form 10-K and is hereby incorporated by reference.

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Executive Compensation

Information relating to this item will be included in an amendment to this Annual Report on Form 10-K or in the proxy statement for the 2026 annual stockholders' meeting and is hereby incorporated by reference in this Annual Report on Form 10-K.

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Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

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Certain Relationships and Related Transactions, and Director Independence

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Principal Accountant Fees and Services

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Exhibit and Financial Statement Schedules

5 unchanged sentences

(3) Exhibits Required by Item 601 of Regulation S-K

Description Location

3.1 Articles Exhibit 3.1 to the Registration Statement on Form 10 (File No.

Exhibit 3.1 to the Registration Statement on Form 10 (File No.

000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.

3.2 Notice of Articles Exhibit 3.2 to the Registration Statement on Form 10 (File No.

Notice of Articles

Exhibit 3.2 to the Registration Statement on Form 10 (File No.

000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.

10 unchanged sentences

Filed herewith.

10.1 Name and Likeness and License Agreement by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company and CWB Holdings, Inc.

and Charlotte's Web Holdings Inc.

dated August 1, 2018.

Exhibit 10.1 to the Registration Statement on Form 10 (File No.

000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.

10.2 Amending Agreement dated April 16, 2021 to the Name and Likeness and License Agreement by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company and CWB Holdings, Inc.

and Charlotte's Web Holdings Inc.

dated August 1, 2018.

Exhibit 10.2 to the Registration Statement on Form 10 (File No.

000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.

10.3∔ Extension and Second Amending Agreement to Name and Likeness and License Agreement, effective as of July 31, 2022, by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, Charlotte’s Web, Inc., and Charlotte’s Web Holdings, Inc.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-56364) filed with the U.S.

Securities and Exchange Commission on August 4, 2022.

Description Location

10.4∔ Extension and Third Amending Agreement to Name and Likeness and License Agreement, effective as of August 31, 2022, by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, Charlotte’s Web, Inc., and Charlotte’s Web Holdings, Inc.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-56364) filed with the U.S.

Securities and Exchange Commission on September 2, 2022.

Option Purchase Agreement Among Charlotte’s Web Holdings, Inc.

3 unchanged sentences

000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.

10.6 Extension and Fourth Amending Agreement to Name and Likeness and License Agreement, effective as of September 30, 2022, by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, Charlotte's Web, Inc., and Charlotte's Web Holdings, Inc.

Exhibit 10.1 to the Current Report on Form 8-K (File No.

000-56364) filed with the SEC on October 4, 2022 is incorporated herein by reference.

Extension and Fifth Amending Agreement to Name and Likeness and License Agreement, effective as of February 17, 2023, by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, Charlotte's Web, Inc., and Charlotte's Web Holdings, Inc.

Exhibit 10.1 to the Current Report on Form 8-K (File No.

000-56364) filed with the SEC on February 22, 2023 is incorporated herein by reference.

Extension and Sixth Amending Agreement to Name and Likeness and License Agreement, effective as of June 30, 2023, by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, Charlotte's Web, Inc., and Charlotte's Web Holdings, Inc.

Exhibit 10.1 to the Current Report on Form 8-K (File No.

000-56364) filed with the SEC on July 3, 2023 is incorporated herein by reference.

Lease of Space made as of May 7, 2019 between EJ 700 Tech Court LLC and Charlotte’s Web, Inc.

22 unchanged sentences

000-56364) filed with the SEC on December 22, 2021 is incorporated herein by reference.

Description Location

CWB Holdings, Inc.

18 unchanged sentences

Amended 2018 Long-Term Incentive Plan dated April 29, 2021.

Filed herewith.

Exhibit 10.18.1 to the Annual Report on Form 10-K (File No.

000-56364) filed with the SEC on March 21, 2024 is incorporated herein by reference.

Form of Restricted Stock Award Agreement for Employees to the 2018 Long Term Incentive Plan.

1 unchanged sentence

000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.

Form of Restricted Stock Award Agreement for Employees to the 2018 Long-Term Incentive Plan (2021 amendment) Exhibit 10.16.1 to Amendment No.

Form of Restricted Stock Award Agreement for Employees to the 2018 Long-Term Incentive Plan (2021 amendment)

Exhibit 10.16.1 to Amendment No.

1 to the Registration Statement on Form 10 (File No.

20 unchanged sentences

000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.

Brand License and Option Agreement, dated as of January 5, 2023 by and between JMS Brands LLC, and Charlotte’s Web, Inc.

Exhibit 10.25 to the Annual Report on Form 10-K (File No.

000-56364) filed with the SEC on March 23, 2023 is incorporated herein by reference.

Letter dated as of March 30, 2023 to Jessica Saxton re:

Amendment to Offer of Employment with Charlotte’s Web Holdings, Inc.

Exhibit 10.1 to the Current Report on Form 8-K (File No.

000-56364) filed with the SEC on April 3, 2023 is incorporated herein by reference.

Description Location

Letter dated as of March 19, 2024 to Jessica Saxton re:

Amendment to Offer of Employment with Charlotte’s Web Holdings, Inc.

Filed herewith.

Offer Letter from Charlotte’s Web Holdings, Inc.

11 unchanged sentences

000-56364) filed with the SEC on March 23, 2023 is incorporated herein by reference.

Promotional Rights Agreement, dated as of October 11, 2022, by and among MLB Advanced Media L.P., on its own behalf and on behalf of Major League Baseball Properties, Inc., the Office of the Commissioner of Baseball, The MLB Network, LLC and the Major League Baseball Clubs and Charlotte’s Web Holdings, Inc.

Exhibit 10.31 to the Annual Report on Form 10-K (File No.

000-56364) filed with the SEC on March 23, 2023 is incorporated herein by reference.

10.32.1++ First Amendment to Promotional Rights Agreement, executed February 5, 2024, by and among MLB Advanced Media L.P., on its own behalf and on behalf of Major League Baseball Properties, Inc., the Office of the Commissioner of Baseball, The MLB Network, LLC and the Major League Baseball Clubs and Charlotte’s Web Holdings, Inc.

Filed herewith

Subscription Agreement, dated as of November 14, 2022, by and among BT DE Investments, Inc.

24 unchanged sentences

000-56364) filed with the SEC on March 24, 2022 is incorporated herein by reference.

Third Amendment to Secured Promissory Note, dated November 13, 2024 Exhibit 10.1 to the Registration Statement on Form 10 (File No.

Third Amendment to Secured Promissory Note, dated November 13, 2024

Exhibit 10.1 to the Registration Statement on Form 10 (File No.

000-56364) filed with the SEC on March 21, 2024 is incorporated herein by reference.

I nsider Trading and Reporting Policy

Consulting Agreement between Charlotte’s Web Holdings, Inc.

and Jared Stanley, dated June 13, 2024.

Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed by the Company on August 8, 2024.

Letter Agreement, dated May 13, 2025 by and among MLB Advanced Media L.P., on its own behalf and on behalf of Major League Baseball Properties, Inc., the Office of the Commissioner of Baseball, The MLB Network, LLC and the Major League Baseball Clubs and Charlotte’s Web Holdings, Inc

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed by the Company on May 14, 2025.

Promissory Note, dated July 15, 2025.

Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on July 21, 2025

Insider Trading and Reporting Policy

Filed herewith

1 unchanged sentence

Filed herewith

C onsent of PKF O'Connor Davies

Filed herewith

Description Location

Consent of Ernst & Young LLP

Consent of PKF O'Connor Davies

Filed herewith

9 unchanged sentences

Furnished herewith

C l awback policy

Clawback policy

Filed herewith

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed herewith

101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed herewith

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Filed herewith

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

Indicates a management contract or compensatory plan or arrangement.

2 unchanged sentences

Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.

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Form 10-K Summary

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CHARLOTTE'S WEB HOLDINGS, INC.

March 19, 2025 By:

March 31, 2026

/s/ Erika Lind

(Date) Erika Lind

(Chief Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signatures Title Date

/s/ William Morachnick Chief Executive Officer (Principal Executive Officer) March 19, 2025

/s/ William Morachnick

Chief Executive Officer (Principal Executive Officer)

March 31, 2026

William Morachnick

2 unchanged sentences

March 31, 2026

/s/ Angela McElwee Director March 19, 2025

/s/ Angela McElwee

March 31, 2026

Angela McElwee

/s/ Jared Stanley

Director March 19, 2025

Jared Stanley

/s/ Jonathan Atwood Director March 19, 2025

Jonathan Atwood

/s/ Matthew McCarthy

Director March 19, 2025

March 31, 2026

Matthew McCarthy

/s/ Jared Stanley

March 31, 2026

Jared Stanley

/s/ Maureen Usifer

Director March 19, 2025

March 31, 2026

Maureen Usifer

Borgia Walker

March 31, 2026

Borgia Walker

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures