Charlie’s Holdings director buys 100,000 shares at $0.276 each

Charlie's Holdings director reports insider share purchase A director of Charlie's Holdings, Inc. bought 100,000 shares of the company’s common stock on 12/26/2025.

Rhea-AI Filing Summary

Charlie's Holdings director reports insider share purchase

A director of Charlie's Holdings, Inc. bought 100,000 shares of the company’s common stock on 12/26/2025. The purchase was reported at a weighted average price of $0.276 per share, with individual trade prices ranging from $0.26 to $0.29. Following this transaction, the director now reports 100,000 shares held indirectly through a Family Trust and 1,906,481 shares held directly. This filing reflects the director increasing their economic exposure to Charlie's Holdings through both direct and indirect ownership.

Insider Trade Summary

Net Buyer: 100,000 shares

Net Buy 2 txns

Insider Carmines Edward

Role Director

Bought 100,000 shs ($28K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	100,000	$0.276	$28K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 100,000 shares (Indirect, FamilyTrust); Common Stock — 1,906,481 shares (Direct)

Footnotes (1)

1. F1. The price reported in Column 4 is a weighted average price. The prices purchase ranged from $0.26 to $0.29. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares purchased at each separate price within the range.

FAQ

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What insider transaction did Charlie's Holdings (CHUC) report in this Form 4?

A director of Charlie's Holdings, Inc. reported buying 100,000 shares of common stock on 12/26/2025 at a weighted average price of $0.276 per share.

At what price did the Charlie's Holdings (CHUC) director buy shares?

The director reported a weighted average purchase price of $0.276 per share, with individual trades ranging from $0.26 to $0.29.

How many Charlie's Holdings (CHUC) shares does the insider own after this transaction?

After the reported transaction, the director beneficially owns 1,906,481 shares directly and 100,000 shares indirectly through a Family Trust.

How are the newly purchased Charlie's Holdings (CHUC) shares held?

The 100,000 newly purchased shares of Charlie's Holdings common stock are held indirectly through a Family Trust.

What role does the reporting person have at Charlie's Holdings (CHUC)?

The reporting person is identified as a Director of Charlie's Holdings, Inc.

Is there a Rule 10b5-1 trading plan mentioned for this Charlie's Holdings (CHUC) insider trade?

The form includes a checkbox for trades under a Rule 10b5-1(c) plan, but the excerpt does not indicate that this box was checked for the reported transaction.

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Accepted by SEC EDGAR 12/29/2025 - 05:46 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^*

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)
12/26/2025

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	12/26/2025		P		100,000	A	$0.276(1)	100,000	I	FamilyTrust
Common Stock								1,906,481	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 price reported in Column 4 is a weighted average price. The prices purchase ranged from $0.26 to $0.29. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares purchased at each separate price within the range.

	/s/ Edward Carmines	12/29/2025
	** 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.