Charlie's Holdings awards director 200K shares

Director Scot Cohen received a 200,000-share stock award in CHUC that vests after one year, increasing his direct holdings to 1,438,000 shares.

Rhea-AI Filing Summary

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

Charlie's Holdings, Inc. (CHUC) reported that director Scot Cohen received a grant of 200,000 shares of common stock on September 3, 2026 as a share award, at no cash cost. After this award, he holds 1,438,000 shares directly. The granted shares will vest on the one-year anniversary of the grant, subject to continued service, and no Rule 10b5-1 trading plan is reported in connection with this transaction.

Insider Trade Summary

Grant/Award: 200,000 shares

Grant/Award 1 txn

Insider Cohen Scot

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	200,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 1,438,000 shares (Direct)

Footnotes (1)

1. F1. The shares will vest on the one year anniversary of the grant, subject to continued service.

Key Figures

Shares granted: 200,000 shares Per-share grant price: $0.00 per share Holdings after transaction: 1,438,000 shares +1 more

4 metrics

Shares granted 200,000 shares Common stock award to director Scot Cohen on September 3, 2026

Per-share grant price $0.00 per share Stated price for the 200,000-share common stock award

Holdings after transaction 1,438,000 shares Scot Cohen’s direct ownership in Charlie's Holdings, Inc. after the grant

Vesting period 1 year Shares vest on the one-year anniversary of the September 3, 2026 grant, subject to continued service

Key Terms

grant, award, or other acquisition, vesting, continued service

3 terms

grant, award, or other acquisition financial

"Reported as a grant, award, or other acquisition of common stock"

vesting financial

"The shares will vest on the one year anniversary of the grant"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

continued service financial

"vest on the one year anniversary of the grant, subject to continued service"

FAQ

What insider transaction did CHUC report for director Scot Cohen?

Charlie's Holdings, Inc. reported that director Scot Cohen received a grant of 200,000 common shares on September 3, 2026 as a share award, increasing his direct holdings to 1,438,000 shares, with the award vesting after one year of continued service.

How many CHUC shares did Scot Cohen acquire in the latest Form 4?

Scot Cohen acquired 200,000 shares of Charlie's Holdings, Inc. common stock through a grant or award on September 3, 2026. The shares were awarded at a stated per-share price of $0.00, reflecting a compensatory stock grant rather than a market purchase.

What are Scot Cohen’s total CHUC holdings after this transaction?

Following the September 3, 2026 grant, Scot Cohen directly holds 1,438,000 shares of Charlie's Holdings, Inc. common stock, as reported in the Form 4 filing.

When do the newly granted CHUC shares to Scot Cohen vest?

The 200,000 granted shares will vest on the one-year anniversary of the September 3, 2026 grant, and vesting is subject to continued service, according to the Form 4 footnote.

Was the CHUC share grant to Scot Cohen made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is unchecked, and there is no footnote indicating a trading plan, so no Rule 10b5-1 plan is reported for this transaction.

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

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Available on EDGAR 09/04/2026 - 05:46 PM Accepted by SEC EDGAR 09/04/2026 - 05:45 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^*

Cohen Scot

(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)

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

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		200,000(1)	A	$0	1,438,000	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:

1. The shares will vest on the one year anniversary of the grant, subject to continued service.

	/s/ Scot Cohen	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)