The Company computes loss per share of common shares. Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding. Diluted loss per common share is computed by dividing the net loss by the weighted-average number of common shares together with the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been issued, unless anti-dilutive.


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net loss	$	(4,127)	$	(6,288)	$	(17,239)	$	(12,500)
Weighted-average number of common shares - basic	198,673,161		158,611,084		180,156,332		158,313,655
Dilutive effect of stock options and awards	—		—		—		—
Weighted-average number of common shares - diluted	198,673,161		158,611,084		180,156,332		158,313,655
Loss per common share – basic and diluted	$	(0.02)	$	(0.04)	$	(0.10)	$	(0.08)

As of June 30, 2026 and June 30, 2025, potentially dilutive securities include stock options, restricted share units, and common share warrants. As of June 30, 2025, potentially dilutive securities also included convertible debenture conversion rights. When the Company recognizes a net loss from continuing operations, all potentially dilutive shares are anti-dilutive and are consequently excluded from the calculation of diluted net loss per share. The potentially dilutive awards outstanding for each period are presented in the table below:

For the three and six months ended June 30, 2025, the Company's Convertible Debenture was convertible into 19.9% ownership of the Company’s common shares at a conversion price of C$2.00 per common share of the Company. The price of the Company’s common shares did not exceed the conversion price and therefore there was no impact to potential common share diluted EPS during those periods.

On May 28, 2026, the Company entered into an agreement with BAT comprised of two components: (i) amendment and conversion of BAT’s outstanding C$75.3 million Convertible Debenture, as well as, all accrued interest, into Charlotte’s Web's common shares at a conversion price of C$0.94 per share; and (ii) a concurrent additional equity investment by BAT of $10 million (approximately C$13.9 million at the then applicable exchange rates) by way of a private placement at a price equal to the greater of (a) C$0.94 per share, and (b) a dollar amount equal to the maximum discount available pursuant to section 607 of the TSX Company Manual applied to the 5-day volume weighted average price of the Company’s common shares on the TSX prior to the closing date (collectively, the “Transaction”) provided that the maximum number of Common Shares to be issued to BAT under the Investment would not exceed 14,760,638 Common Shares.

At closing and immediately following the effectiveness of the Amendment and Conversion Notice, BAT converted the principal amount of, and all accrued but unpaid interest on, the Convertible Debenture into 95,281,277 Common Shares. As of the Closing and upon the conversion of the Convertible Debenture and the purchase of the Purchased Shares, BAT holds an aggregate of 109,944,042 Common Shares, representing approximately 40.6% of the issued and outstanding Common Shares (calculated on a non-diluted basis) of the Company based on 270,549,931 Common Shares issued and outstanding as of May 28, 2026.