Charlie's Holdings grants president 500K shares

Charlie's Holdings granted its president 500,000 restricted shares that vest over two years, increasing his direct and indirect ownership in CHUC.

Rhea-AI Filing Summary

Charlie's Holdings, Inc. (symbol: CHUC) is the issuer of record for a Form 4 filing submitted to the SEC. SICIGNANO HENRY III reported acquisition or exercise transactions in this Form 4 filing.

Charlie's Holdings, Inc. (CHUC) reported that President Henry Sicignano III received a grant of 500,000 shares of restricted common stock on September 3, 2026, at a stated price of $0.00 per share. The grant was made under the company’s 2019 Omnibus Equity Incentive Plan and vests in two equal annual installments, subject to continued service. Following this award, he holds 10,350,001 shares directly and 100,000 shares indirectly through an IRA. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 500,000 shares

Grant/Award 2 txns

Insider SICIGNANO HENRY III

Role President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	500,000	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 10,350,001 shares (Direct); Common Stock — 100,000 shares (Indirect, IRA)

Footnotes (1)

1. F1. Represents shares of restricted stock granted pursuant to the Issuer's 2019 Omnibus Equity Incentive Plan. The shares will vest in two equal annual installments on the first and second anniversaries of the grant, subject to continued service.

Key Figures

Restricted stock granted: 500,000 shares Grant price: $0.00 per share Direct holdings after transaction: 10,350,001 shares +2 more

5 metrics

Restricted stock granted 500,000 shares Grant of restricted common stock to the president on September 3, 2026

Grant price $0.00 per share Stated price for the 500,000-share restricted stock grant

Direct holdings after transaction 10,350,001 shares Direct CHUC common stock held by Henry Sicignano III after the award

Indirect holdings (IRA) 100,000 shares CHUC common stock held indirectly in an IRA after the reported date

Vesting installments 2 equal annual installments Restricted stock vests on the first and second anniversaries of the grant

Key Terms

restricted stock, 2019 Omnibus Equity Incentive Plan, IRA, Rule 10b5-1

4 terms

restricted stock financial

"Represents shares of restricted stock granted pursuant to the Issuer's 2019 Omnibus Equity Incentive Plan."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2019 Omnibus Equity Incentive Plan financial

"granted pursuant to the Issuer's 2019 Omnibus Equity Incentive Plan."

IRA financial

"Indirect ownership of 100,000 shares is reported with nature of ownership IRA."

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

Rule 10b5-1 regulatory

"The filing’s Rule 10b5-1 checkbox is marked as false."

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

What insider transaction did CHUC report for Henry Sicignano III?

CHUC reported that President Henry Sicignano III received a grant of 500,000 shares of restricted common stock on September 3, 2026 at a stated price of $0.00 per share as an equity award.

How do the 500,000 CHUC shares granted to the president vest?

The 500,000 restricted shares granted to the president vest in two equal annual installments on the first and second anniversaries of the grant date, subject to continued service with Charlie's Holdings, Inc.

Under what plan were the new CHUC shares granted to the president?

The 500,000 restricted shares were granted under Charlie's Holdings, Inc.’s 2019 Omnibus Equity Incentive Plan, which authorizes equity-based awards such as restricted stock to company personnel.

What are Henry Sicignano III’s CHUC share holdings after this transaction?

After the grant, Henry Sicignano III holds 10,350,001 shares of CHUC common stock directly and 100,000 shares indirectly through an IRA, as reported in the filing.

Was the CHUC insider award made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is marked as false, and there is no footnote stating that the transaction was made pursuant to a Rule 10b5-1 trading plan.

What type of security did the CHUC president receive in this Form 4?

The president received restricted shares of common stock of Charlie's Holdings, Inc., which are subject to a vesting schedule and conditions under the company’s 2019 Omnibus Equity Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 05:56 PM Accepted by SEC EDGAR 09/04/2026 - 05:55 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SICIGNANO HENRY III

(Last) (First) (Middle)

C/O CHARLIE'S HOLDINGS, INC.

1007 BRIOSO DRIVE

(Street)

COSTA MESA CALIFORNIA 92627

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

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

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

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

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	09/03/2026		A		500,000(1)	A	$0	10,350,001	D
Common Stock								100,000	I	IRA

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:

1. Represents shares of restricted stock granted pursuant to the Issuer's 2019 Omnibus Equity Incentive Plan. The shares will vest in two equal annual installments on the first and second anniversaries of the grant, subject to continued service.

	/s/ Henry Sicignano, III	09/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)