Charlie's Holdings director awarded 200K shares

Director Jeffrey G. Fox received a 200,000-share equity grant in CHUC that vests after one year of continued service.

Rhea-AI Filing Summary

Charlie's Holdings, Inc. (symbol: CHUC) is the issuer of record for a Form 4 filing submitted to the SEC. Fox Jeffrey G reported acquisition or exercise transactions in this Form 4 filing.

Charlie's Holdings, Inc. (CHUC) reported that director Jeffrey G. Fox received a grant of 200,000 shares of common stock on September 3, 2026. The shares were granted at $0.00 per share and will vest on the one-year anniversary of the grant, subject to continued service, bringing his direct holdings to 1,650,000 shares.

Insider Trade Summary

Grant/Award: 200,000 shares

Grant/Award 1 txn

Insider Fox Jeffrey G

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	200,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 1,650,000 shares (Direct)

Footnotes (1)

1. F1. The shares will vest on the one year anniversary of the grant, subject to continued service.

Key Figures

Shares granted: 200,000 shares Grant price per share: $0.00 per share Shares held after transaction: 1,650,000 shares +1 more

4 metrics

Shares granted 200,000 shares Common stock grant to director Jeffrey G. Fox on September 3, 2026

Grant price per share $0.00 per share Reported price for the 200,000-share common stock grant

Shares held after transaction 1,650,000 shares Direct holdings of Jeffrey G. Fox following the grant

Vesting period 1 year Shares vest on the one-year anniversary of the grant, subject to continued service

Key Terms

Grant, award, or other acquisition, vesting, continued service

3 terms

Grant, award, or other acquisition financial

"The transaction is classified as a grant, award, or other acquisition"

vesting financial

"The shares will vest on the one year anniversary of the grant"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

continued service financial

"vest on the one year anniversary of the grant, subject to continued service"

FAQ

What insider transaction did CHUC report for director Jeffrey G. Fox?

Charlie's Holdings, Inc. reported that director Jeffrey G. Fox received a grant of 200,000 shares of common stock on September 3, 2026, classified as a grant, award, or other acquisition.

At what price were the 200,000 CHUC shares granted to Jeffrey G. Fox?

The 200,000 shares of Charlie's Holdings, Inc. common stock granted to Jeffrey G. Fox on September 3, 2026 carried a reported grant price of $0.00 per share.

When do the newly granted CHUC shares to Jeffrey G. Fox vest?

The 200,000 granted shares of Charlie's Holdings, Inc. common stock will vest on the one-year anniversary of the grant, and vesting is subject to continued service by Jeffrey G. Fox.

How many CHUC shares does Jeffrey G. Fox hold after this grant?

After the September 3, 2026 grant, director Jeffrey G. Fox holds 1,650,000 shares of Charlie's Holdings, Inc. common stock directly, as reported in the filing.

Was the CHUC share grant to Jeffrey G. Fox made under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed for this transaction, and no footnote states that the September 3, 2026 grant to Jeffrey G. Fox was made pursuant to a Rule 10b5-1 trading plan.

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

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Available on EDGAR 09/04/2026 - 05:49 PM Accepted by SEC EDGAR 09/04/2026 - 05:48 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^*

Fox Jeffrey G

(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)

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

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		200,000(1)	A	$0	1,650,000	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 shares will vest on the one year anniversary of the grant, subject to continued service.

	/s/ Jeffrey G. Fox	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)