Charlie's Holdings grants CFO 500K restricted shares

Charlie's Holdings, Inc. granted its CFO 500,000 restricted shares that vest over two years, increasing his direct Common Stock holdings to over 3.3 million 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. Montesano Matthew P reported acquisition or exercise transactions in this Form 4 filing.

Charlie's Holdings, Inc. (CHUC) reported that its Chief Financial Officer, Matthew P. Montesano, received a grant of 500,000 shares of Common Stock on September 3, 2026 as a stock award. The award was granted at a stated price of $0.00 per share.

The filing states these shares are restricted stock issued under the company’s 2019 Omnibus Equity Incentive Plan, vesting in two equal annual installments on the first and second anniversaries of the grant, subject to continued service. After this grant, Montesano holds 3,325,409 Common shares directly.

Insider Trade Summary

Grant/Award: 500,000 shares

Grant/Award 1 txn

Insider Montesano Matthew P

Role Chief Financial Officer

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

Holdings After Transaction: Common Stock — 3,325,409 shares (Direct)

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 Price per share for grant: $0.00 per share Holdings after transaction: 3,325,409 shares +2 more

5 metrics

Restricted stock granted 500,000 shares Common Stock award to CFO on September 3, 2026

Price per share for grant $0.00 per share Stated transaction price for the restricted stock grant

Holdings after transaction 3,325,409 shares CFO’s direct Common Stock holdings after the grant

Vesting installments 2 installments Restricted shares vest in two equal annual installments

Vesting period 2 years First and second anniversaries of the grant date, subject to continued service

Key Terms

restricted stock, 2019 Omnibus Equity Incentive Plan, vest, continued service

4 terms

restricted stock financial

"Represents shares of restricted stock granted pursuant to the Issuer's 2019"

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"

vest financial

"The shares will vest in two equal annual installments on the first"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

continued service financial

"anniversaries of the grant, subject to continued service."

FAQ

What insider transaction did CHUC disclose for its CFO in this Form 4?

The company reported that CFO Matthew P. Montesano received a grant of 500,000 shares of Common Stock as restricted stock on September 3, 2026, with no cash price per share, under the 2019 Omnibus Equity Incentive Plan.

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

The filing states the 500,000 restricted shares vest in two equal annual installments on the first and second anniversaries of the September 3, 2026 grant date, and vesting is subject to continued service with the company.

What are the CFO’s CHUC share holdings after this restricted stock grant?

After the reported award, CFO Matthew P. Montesano directly holds 3,325,409 shares of Common Stock of Charlie's Holdings, Inc., according to the total shares following the transaction disclosed in the Form 4.

Was the CHUC CFO stock grant a market purchase or a compensation award?

The transaction is coded as a grant, award, or other acquisition of Common Stock. A footnote explains that it represents restricted stock granted under the 2019 Omnibus Equity Incentive Plan, rather than an open-market purchase.

Is this CHUC CFO grant tied to a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox is not marked as affirmatively under a plan, and the footnote describes the transaction as a restricted stock grant under the equity incentive plan, not as trading under a Rule 10b5-1 plan.

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

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Available on EDGAR 09/04/2026 - 05:54 PM Accepted by SEC EDGAR 09/04/2026 - 05:54 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^*

Montesano Matthew P

(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)
	Chief Financial Officer

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	3,325,409	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:

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/ Matthew P. Montesano	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)