British American Tobacco p.l.c.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT

OF 1934

OR

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

Date of event requiring this shell company report

For the transition period from to

Commission file number 001-38159

British American Tobacco p.l.c.

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

England and Wales

(Jurisdiction of incorporation or organization)

Globe House,4 Temple Place, London WC2R 2PG, United Kingdom

(Address of principal executive offices)

Caroline Ferland, Company Secretary Tel: +44(0)20 7845 1000

Fax: +44 (0)207240 0555

Globe House,4 Temple Place, London WC2R 2PG, United Kingdom

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

*Listed, not for trading, but only in connection with the listing of the applicable Registrant’s American Depositary Shares issued in respect thereof.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.

2,312,454,501 ordinary shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of

1934. ☐ Yes ☒No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations

under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding

12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of

“large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with US GAAP, indicate by check mark if the registrant has elected not to use the

extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification

after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial

reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the

correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the

registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐

Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes☒ No

Table of contents

General

References in this Annual Report on Form 20-F 2025 (this Form 20-F) to ‘British American Tobacco’, ‘Company’, ‘BAT’,‘Group’, ‘we’, ‘us’ and ‘our’

when denoting opinion refer to British American Tobacco p.l.c. and when denoting business activity refer to British American Tobacco p.l.c. and its

subsidiaries, collectively or individually as the case may be, as well as in some circumstances those who work for them. When denoting business activity

these collective expressions are used for ease of reference only and do not imply any other relationship between British American Tobacco p.l.c. and its

subsidiaries. The companies in which British American Tobacco p.l.c. directly and indirectly has an interest are separate and distinct legal entities.

The material in this Form 20-F is not provided for product advertising, promotional or marketing purposes. This Form 20-F does not constitute and should

not be construed as constituting an offer to sell, or a solicitation of an offer to buy, any of our products. Our products are sold only in compliance with the

laws of the particular jurisdictions in which they are sold. References in this Form 20-F to information on websites, including the web address of BAT, have

been included as inactive textual references only. These websites and the information contained therein or connected thereto are not intended to be

incorporated into or to form part of the Form 20-F.

Forward looking statements

This document 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 the Group’s future financial performance, planned

product launches and future regulatory developments and business objectives, as well as: (i) our expected gross capital expenditure in 2026; (ii) our belief

that Vuse is well-placed to benefit from stronger enforcement in the U.S. and our expectations of a promising performance of Vuse Ultra and a building

momentum with the continued roll-out of Velo Plus in the U.S.; (iii) certain statements in the Key Factors Affecting Results of Operations section; (iv)

certain statements in the Raw Materials section; (v) certain statements in the Regulation of the Group’s business section;(vi) certain statements in the

Regional Review section, including the reference to positive signs of illicit disposable decline and legal industry recovery and our encouragement by the

early performance Vuse Ultra in the AME region; (vii) certain statements in the Category Review, including our expectation to continue to seek opportunities

and develop the Modern Oral category in additional markets; (viii) certain statements in the Dividends section; (ix) certain statements in the Liquidity and

capital resources section, including the Group's confidence in being able to successfully access the debt capital markets, the Group’s belief that the Group has

sufficient working capital for present requirements, the Assessment as a Going Concern and the Off-Balance Sheet Arrangements and Contractual

Obligations; (x) certain statements in the Trend information section; and (xi) certain statements in the Notes on Accounts, including Accounting policies and

basis of preparation, the Group’s ability to navigate regulatory change, the Group’s forecast and assumptions with respect to impairment testing, the Group’s

expectation to close the sale of its Cuban subsidiary and the Contingent liabilities and financial commitments sections.

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 document are reasonable but they may be affected by a wide range of variables that could cause actual results and performance

to differ materially from those currently anticipated.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are uncertainties related to

the following: the impact of increased competition from illicit trade and illegal products; changes or differences in domestic or international economic or

political conditions; the impact of adverse domestic or international legislation and regulation of tobacco, New Categories and other regulation; the impact of

supply chain disruptions; adverse litigation and external investigations and dispute outcomes and the effect of such outcomes on the Group’s financial

condition; the impact of significant increases or structural changes in tobacco, nicotine and New Categories related taxes; the inability to develop,

commercialise and deliver the Group’s New Categories strategy; adverse decisions by domestic or international regulatory bodies, including disputed taxes,

interest and penalties; the impact of serious injury, illness or death in the workplace and those who work with the business; the ability to maintain credit

ratings and to fund the business under the current capital structure; translational and transactional foreign exchange rate exposure; direct and indirect adverse

impacts associated with climate change (both physical and transition); the ability to deliver a viable circular business model in response to global demand,

combined with increasing regulatory, stakeholder and consumer pressure; and the Group’s ability to defend against Cyber & Digital actions that result in loss

of confidentiality, availability or integrity of systems and data. Further details on the principal risks that may affect the Group can be found on pages 4 to 17

of this document.

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 document and the Group 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.

No statement in this document is intended to be a profit forecast and no statement in this document should be interpreted to mean that earnings per share of

BAT for the current or future financial years would necessarily match or exceed the historical published earnings per share of BAT.

All financial statements and financial information provided by or with respect to the U.S. or Reynolds American are initially prepared on the basis of U.S.

GAAP and constitute the primary financial statements or financial records of the U.S./Reynolds American. This financial information is then converted to

International Financial Reporting Standards as issued by the IASB and as adopted for use in the UK (IFRS) for the purpose of consolidation within the results

of the Group. To the extent any such financial information provided in this announcement relates to the U.S. or Reynolds American it is provided as an

explanation of, or supplement to, Reynolds American’s primary U.S. GAAP based financial statements and information.

PART I