Director Michael D. King buys 500,000 CHUC shares at $0.2 in open market

Rhea-AI Filing Summary

Charlie’s Holdings, Inc. director Michael D. King reported an open-market purchase of common stock. On 02/13/2026, he bought 500,000 shares at $0.2 per share. Following this transaction, he directly beneficially owns 6,750,001 shares of Charlie’s Holdings common stock.

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^*

King Michael D

(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		500,000	A	$0.2	6,750,001	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:

	/s/Michael D. King	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 CHUC director Michael D. King report?

Michael D. King reported an open-market purchase of 500,000 Charlie’s Holdings common shares. The transaction occurred on 02/13/2026 at a price of $0.2 per share, increasing his direct beneficial ownership to 6,750,001 common shares.

On what date did the reported CHUC insider share purchase occur?

The reported insider share purchase took place on 02/13/2026. On that date, director Michael D. King acquired 500,000 shares of Charlie’s Holdings common stock in an open-market transaction at $0.2 per share, as disclosed in the Form 4 filing.

How many Charlie’s Holdings (CHUC) shares did Michael D. King buy?

Michael D. King bought 500,000 shares of Charlie’s Holdings common stock. The Form 4 indicates this open-market purchase occurred at a price of $0.2 per share, increasing his direct beneficial ownership to a total of 6,750,001 common shares.

What price did Michael D. King pay per CHUC share in the transaction?

He paid $0.2 per share for Charlie’s Holdings common stock. The Form 4 shows this price for the 500,000 shares acquired on 02/13/2026 in an open-market purchase, which raised his direct holdings to 6,750,001 common shares.

What is Michael D. King’s CHUC share ownership after the reported trade?

After the reported trade, Michael D. King directly owns 6,750,001 Charlie’s Holdings common shares. This total reflects his holdings following the 500,000-share open-market purchase at $0.2 per share disclosed for the 02/13/2026 transaction.

Is the CHUC insider transaction by Michael D. King a purchase or sale?

The insider transaction is a purchase of common stock. The Form 4 lists transaction code "P" and describes an open-market purchase of 500,000 Charlie’s Holdings shares at $0.2 per share, increasing Michael D. King’s direct beneficial ownership.