6-K
British American Tobacco p.l.c. (BTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
April 9, 2026
Commission File Number: 001-38159
BRITISH AMERICAN TOBACCO P.L.C.
(Translation of registrant’s name into English)
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
\(Address of principal executive office\)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
This report includes materials as exhibits that have been published and made available by British American Tobacco p.l.c. (the “Registrant”) as of April 9, 2026.
The information contained in Exhibit 1 to this Form 6-K, except (i) the first four paragraphs included under the heading entitled “About BAT” and (ii) the last sentence of the first paragraph under the heading “Forward-looking statements” is incorporated by reference into the Form S-8 Registration Statements File Nos. 333-223678, 333-219440, 333-237186, 333-285085 and 333-289164 of the Registrant and into the Form F-3 Registration Statement File Nos. 333-288448, 333-288448-01, 333-288448-02, 333-288448-03, 333-288448-04 and 333-288448-05 of the Registrant, British American Tobacco Holdings (The Netherlands) B.V., B.A.T Capital Corporation, B.A.T. Netherlands Finance B.V., Reynolds American Inc. and B.A.T. International Finance p.l.c., and related Prospectuses, as such Registration Statements and Prospectuses may be amended from time to time.
EXHIBIT INDEX
SIGNATURES
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.
| British American Tobacco p.l.c. | ||
|---|---|---|
| By: | /s/ Claire Dhokia | |
| Name: | Claire Dhokia | |
| Title: | Deputy Company Secretary |
Date: April 9, 2026
Exhibit 1
British American Tobacco p.l.c. (the “Company” or “BAT”)
9 April 2026
BAT Appoints Chief Financial Officer
Dragos Constantinescu will join BAT as Chief Financial Officer and Executive Director with effect from 1 September 2026.
Dragos is currently serving as CEO of Asahi Europe & International, having been with Asahi Breweries since 2019. During his time at Asahi Breweries, Dragos has also held a number of other senior leadership roles across Europe including Managing Director, Czech, Slovakia, Germany & Austria and Managing Director, Romania & Hungary. Prior to this, Dragos spent 16 years at BAT, where he held senior finance and general management roles, including as General Manager, Central Europe North and Finance Director and General Manager, BAT Poland.
Javed Iqbal will continue to serve as Interim Chief Financial Officer until Dragos’ appointment, following which Javed will continue in his role as Director, Digital & Information.
Luc Jobin, Chair of the Board, commented:
“I am pleased to welcome Dragos to BAT as Chief Financial Officer and Executive Director. He brings a strong combination of financial expertise, broad enterprise leadership and international experience in both Nicotine and the wider FMCG sector. Dragos also brings deep experience across transformation, strategy and growing an international business, which, together with his collaborative leadership, represent important qualities for the Board and management team at BAT. “
Tadeu Marroco, Chief Executive, commented:
“Dragos joins the Management Board at an important stage in BAT’s transformation. His international experience alongside a strong understanding of BAT will be key assets as we continue to focus on quality growth, the sustainable delivery of our mid-term growth algorithm and robust cash returns.
I wish to thank Javed for his contribution as Interim Chief Financial Officer, alongside his ongoing role as Director, Digital and Information. His continued commitment to the delivery of our Fit2Win savings and digital transformation fuels our progress towards A Better Tomorrow.”
Dragos Constantinescu commented:
“I am excited to be rejoining BAT as Chief Financial Officer. BAT has a clear transformation strategy and is building positive momentum in its transformation toward A Better Tomorrow. I look forward to working with Tadeu, the Board and the management team to help shape and support BAT’s strategic priorities through this transformation, while ensuring disciplined execution and strong returns to shareholders.”
There is no other information that is required to be disclosed under UKLR 6.4.8.
ENDS
Enquiries
Media Centre
press_office@bat.com | @BATplc
Investor Relations
Victoria Buxton | ir_team@bat.com
Supplementary information
Remuneration
Dragos Constantinescu will be appointed with a base salary of £820,000 per annum. All other elements of his remuneration will be consistent with the terms of the Directors’ Remuneration Policy approved by shareholders at the AGM in April 2025. Further details will be set out in the 2026 Directors’ Remuneration Report.
Replacement awards will be made covering the value of lost short and long-term incentive awards in order to facilitate recruitment, which are in line with the Director’s Remuneration Policy. Replacement awards will be made subject to malus and clawback provisions.
About BAT
BAT is a leading global consumer goods company committed to accelerating the transition to a Smokeless World and reshaping its portfolio for long term sustainability. Its portfolio spans cigarettes and a rapidly growing range of smokeless alternatives, including Vapour, Heated Products and Modern Oral nicotine pouches.
The Company aims to reach 50 million adult consumers with its Smokeless Products by 2030 and for these products to deliver 50% of Group revenue by 2035. As of 31 December 2025, BAT’s smokeless brands – Vuse, glo and Velo – were used by over 31 million adult consumers worldwide, many of whom have completely switched from – or have reduced their consumption of – cigarettes. Smokeless Products accounted for 18.2% of Group revenue.
BAT employs more than 47,000 people and in 2025 generated £25.6bn in revenue. Backed by Omni^™^, its evidence based manifesto for change, the Company continues to strengthen its scientific capabilities across systems toxicology, clinical and behavioural research, and post market studies.
Alongside transforming its portfolio, BAT is advancing efforts to reduce its environmental footprint and support positive social impact across its value chain. In 2025, the Company received a Triple A rating from CDP for its disclosures on Climate Change, Water Security and Forests.
References to “BAT”, “the Company”, “Group”, “we”, “us” and “our” when denoting opinion refer to British American Tobacco p.l.c. and when denoting business activities refer to British American Tobacco p.l.c. and its subsidiaries, collectively or individually as the case may be. Collective expressions used in connection with business activities are used for convenience only and do not imply any other relationship between what are separate and distinct legal entities. For more information, please visit www.bat.com and www.asmokelessworld.com.
Forward-looking statements
This release contains certain forward-looking statements, including “forward-looking” statements made within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “outlook”, “target”, “being confident” and similar expressions. These include statements regarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and business circumstances occurring from time to time in the countries and markets in which the Group operates. In particular, these forward-looking statements include, among other statements, statements regarding our expectation to meet our consumer target ambitions by 2030, New Categories revenue targets by 2035 and our sustainability targets.
All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors. It is believed that the expectations reflected in this release are reasonable but they may be affected by a wide range of variables that could cause actual results to differ materially from those currently anticipated. A review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found by referring to the information contained under the headings “Forward looking statements” and “Key Information—Risk Factors” in the 2025 Annual Report on Form 20-F of BAT.
Additional information concerning these and other factors can be found in BAT’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the 2025 Annual Report on Form 20-F and Current Reports on Form 6-K, which may be obtained free of charge at the SEC’s website, http://www.sec.gov and BAT’s Annual Reports, which may be obtained free of charge from the BAT website www.bat.com.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The forward-looking statements reflect knowledge and information available at the date of preparation of this release and BAT undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on such forward-looking statements.
Exhibit 2
British American Tobacco p.l.c.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
On 7 April 2026 the independent Trustee of the British American Tobacco International Employee Share Ownership Plan released the following number of British American Tobacco p.l.c. 25p ordinary shares (the “Shares”) granted in 2023 to the following persons discharging managerial responsibilities under the International Share Reward Scheme (“ISRS”). Subsequent sales of shares are also set out below.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
|---|---|---|---|
| a) | Name | Fred Monteiro | |
| 2 | Reason for the notification | ||
| a) | Position/status | Regional Director, Americas & Europe | |
| b) | Initial notification /Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | British American Tobacco p.l.c. | |
| b) | LEI | 213800FKA5MF17RJKT63 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| Transaction 1 | |||
| a) | Description of the financial instrument, type of instrument<br><br> <br><br><br> <br>Identification code | Ordinary shares of 25p each<br> <br> GB0002875804 | |
| b) | Nature of the transaction | Shares released from the 2023 ISRS award, including dividend equivalent shares | |
| c) | Price(s) and volume(s) | ||
| Volume(s) | |||
| 112 | |||
| d) | Aggregated information<br><br> <br><br><br> <br>- Aggregated volume<br><br> <br><br><br> <br>- Price | 112<br> <br> <br> nil | |
| e) | Date of the transaction | 2026-04-07 | |
| f) | Place of the transaction | Outside a trading venue | |
| Transaction 2 | |||
| a) | Description of the financial instrument, type of instrument<br><br> <br><br><br> <br>Identification code | Ordinary shares of 25p each<br> <br> GB0002875804 | |
| b) | Nature of the transaction | Sale of shares to meet tax liability on vesting of the 2023 ISRS award | |
| c) | Price(s) and volume(s) | ||
| Volume(s) | |||
| 54 | |||
| d) | Aggregated information<br><br> <br><br><br> <br>- Aggregated volume<br><br> <br><br><br> <br>- Price | 54<br> <br> 2,392.20 | |
| e) | Date of the transaction | 2026-04-07 | |
| f) | Place of the transaction | Outside a trading venue |
All values are in British Pounds.
| Name of officer of issuer responsible for making notification: Nancy Jiang |
|---|
| Date of notification: 9 April 2026 |