Charlie’s Holdings (CHUC) president Henry Sicignano III buys 250,000 shares

Rhea-AI Filing Summary

Charlie's Holdings, Inc. president Henry Sicignano III reported buying additional common stock of the company. On February 13, 2026, he made an open-market purchase of 250,000 shares of Charlie's Holdings common stock at $0.20 per share.

Following this transaction, he directly beneficially owned 9,850,001 common shares. He also reported indirect beneficial ownership of 100,000 common shares held through an IRA, in addition to his direct holdings.

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^*

SICIGNANO HENRY III

(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)
	President

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	9,850,001	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:

	/s/ Henry Sicignano, III	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 Charlie's Holdings (CHUC) report on this Form 4?

Charlie's Holdings reported an insider share purchase. President Henry Sicignano III bought 250,000 shares of common stock in an open-market transaction at $0.20 per share on February 13, 2026, increasing his reported beneficial ownership in the company.

How many Charlie's Holdings (CHUC) shares did Henry Sicignano III buy?

Henry Sicignano III purchased 250,000 CHUC shares. The transaction was an open-market purchase of Charlie's Holdings common stock at a price of $0.20 per share, as reported for the transaction date of February 13, 2026.

What is Henry Sicignano III's total direct ownership in Charlie's Holdings (CHUC) after the trade?

After the reported purchase, he directly owned 9,850,001 shares. This figure reflects his direct beneficial ownership of Charlie's Holdings common stock following the 250,000-share open-market acquisition on February 13, 2026.

Does Henry Sicignano III hold Charlie's Holdings (CHUC) shares indirectly?

Yes, he also reported indirect ownership. In addition to his direct holdings, the Form 4 shows 100,000 Charlie's Holdings common shares held indirectly through an IRA, classified as indirect beneficial ownership.

What was the price paid per share in the Charlie's Holdings (CHUC) insider purchase?

The insider paid $0.20 per share. President Henry Sicignano III executed an open-market purchase of 250,000 Charlie's Holdings common shares at a transaction price of $0.20 per share on February 13, 2026.

What is Henry Sicignano III's role at Charlie's Holdings (CHUC)?

He serves as President of Charlie's Holdings, Inc. The Form 4 identifies him as an officer of the company with the title "President," and the reported open-market share purchase reflects his insider status.