Director at Charlie's Holdings (CHUC) makes open-market share purchase

Rhea-AI Filing Summary

Charlie's Holdings, Inc. director Edward Carmines reported an open-market purchase of common stock. On 02/13/2026, he bought 250,000 shares of Charlie's Holdings common stock at $0.20 per share. After this transaction, he directly owned 2,156,481 common shares and indirectly held 100,000 shares through a FamilyTrust.

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^*

Carmines Edward

(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)

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

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		250,000	A	$0.2	2,156,481	D
Common Stock								100,000	I	FamilyTrust

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/ Edward Carmines	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 did Charlie's Holdings (CHUC) director Edward Carmines report on this Form 4?

Director Edward Carmines reported an open-market purchase of 250,000 shares of Charlie's Holdings common stock at $0.20 per share on 02/13/2026. This filing updates his reported ownership position in the company’s stock.

How many Charlie's Holdings (CHUC) shares does Edward Carmines own after the reported transaction?

After the reported transaction, Edward Carmines directly owns 2,156,481 shares of Charlie's Holdings common stock. He also has an additional 100,000 shares reported as indirectly owned through a FamilyTrust, reflecting both direct and indirect beneficial holdings.

Was the Charlie's Holdings (CHUC) Form 4 transaction a buy or a sell?

The Form 4 shows a buy transaction. On 02/13/2026, director Edward Carmines executed an open-market purchase of 250,000 common shares of Charlie's Holdings at a price of $0.20 per share, increasing his reported direct holdings.

What price did Edward Carmines pay per share for Charlie's Holdings (CHUC) stock?

Edward Carmines paid $0.20 per share for Charlie's Holdings common stock in this transaction. At that price, the reported purchase of 250,000 shares represents a meaningful personal capital commitment at the disclosed per-share level.

How is the FamilyTrust ownership of Charlie's Holdings (CHUC) shares reported on the Form 4?

The filing lists 100,000 common shares as indirectly owned by Edward Carmines through a FamilyTrust. This position appears under indirect ownership, separate from his 2,156,481 directly held shares, clarifying different forms of beneficial ownership.