Charlie’s Holdings (CHUC) CFO purchases 100,000 shares in open market trade

Rhea-AI Filing Summary

Charlie’s Holdings, Inc. Chief Financial Officer Matthew P. Montesano reported an open-market purchase of company stock. On 02/13/2026, he bought 100,000 shares of common stock at $0.20 per share. After this transaction, he directly owns 2,825,409 shares of Charlie’s Holdings common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Montesano Matthew P

(Last) (First) (Middle)

C/O CHARLIE'S HOLDINGS, INC.

1007 BRIOSO DRIVE

(Street)

COSTA MESA CA 92627

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Charlie's Holdings, Inc. [ CHUC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		P		100,000	A	$0.2	2,825,409	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Matthew P. Montesano	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CHUC’s CFO report on February 13, 2026?

Charlie’s Holdings CFO Matthew P. Montesano reported buying 100,000 common shares on February 13, 2026. The Form 4 shows an open-market purchase at $0.20 per share, increasing his directly owned stake in the company’s stock.

At what price did CHUC’s CFO buy the 100,000 common shares?

The CFO’s 100,000-share purchase was made at $0.20 per share. This price comes from the Form 4’s reported transaction price, reflecting the cost per share for this open-market acquisition of Charlie’s Holdings common stock.

How many CHUC shares does CFO Matthew Montesano own after this Form 4 transaction?

After the reported transaction, the CFO beneficially owns 2,825,409 common shares. The Form 4 states this total as directly held following the 100,000-share open-market purchase completed on February 13, 2026.

Was the CHUC insider transaction a purchase or a sale?

The insider transaction was a purchase of common stock. The Form 4 lists transaction code “P” and describes it as an open-market purchase, indicating that the CFO increased his direct holdings in Charlie’s Holdings shares.

Does the CHUC CFO hold the reported shares directly or indirectly?

The shares are held directly by the CFO. The Form 4 marks the ownership form as “D” for direct, meaning the 2,825,409 common shares following the transaction are directly owned rather than through an intermediary entity.

What role does the reporting person hold at Charlie’s Holdings (CHUC)?

The reporting person, Matthew P. Montesano, serves as Chief Financial Officer of Charlie’s Holdings. The Form 4 identifies him as an officer with this title, providing context for his insider status in relation to the reported stock purchase.