Charlie's Holdings grants director 200K shares

Charlie's Holdings, Inc. (CHUC) reported that director Edward Carmines received a grant of 200,000 shares of Common Stock on September 3, 2026, classified as a grant or award acquisition.

Rhea-AI Filing Summary

Charlie's Holdings, Inc. (CHUC) reported that director Edward Carmines received a grant of 200,000 shares of Common Stock on September 3, 2026, classified as a grant or award acquisition. The shares will vest on the one-year anniversary of the grant, subject to continued service.

After this award, Carmines holds 2,356,481 shares of Common Stock directly and 100,000 shares indirectly through a FamilyTrust.

Insider Trade Summary

Grant/Award: 200,000 shares

Grant/Award 2 txns

Insider Carmines Edward

Role Director

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

Holdings After Transaction: Common Stock — 2,356,481 shares (Direct); Common Stock — 100,000 shares (Indirect, FamilyTrust)

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 of Common Stock Grant vesting schedule: 1 year Direct holdings after transaction: 2,356,481 shares +2 more

5 metrics

Shares granted 200,000 shares of Common Stock Grant or award acquisition to director Edward Carmines on September 3, 2026

Grant vesting schedule 1 year Shares vest on the one-year anniversary of the grant, subject to continued service

Direct holdings after transaction 2,356,481 shares Common Stock directly held by Edward Carmines after the award

Indirect holdings after transaction 100,000 shares Common Stock held indirectly through a FamilyTrust

Reported grant price per share $0.0000 per share Per-share price field for the 200,000-share grant transaction

Key Terms

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

3 terms

Grant, award, or other acquisition financial

"classified as a grant or award acquisition"

FamilyTrust financial

"100,000 shares indirectly through a FamilyTrust"

continued service financial

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

FAQ

What insider transaction did CHUC disclose for director Edward Carmines?

Charlie's Holdings, Inc. disclosed that director Edward Carmines received a grant of 200,000 shares of Common Stock on September 3, 2026, as a grant or award acquisition, with the shares vesting on the one-year anniversary of the grant, subject to continued service.

How many CHUC shares does Edward Carmines hold after this Form 4 transaction?

After the reported grant, Edward Carmines holds 2,356,481 CHUC shares directly and 100,000 shares indirectly through a FamilyTrust, as disclosed in the ownership table.

What are the vesting terms of the 200,000-share award reported by CHUC?

The filing states that the 200,000-share Common Stock award to Edward Carmines will vest on the one year anniversary of the grant, and this vesting is subject to continued service.

Did Edward Carmines purchase CHUC shares on the open market in this Form 4?

No. The transaction is reported as a grant, award, or other acquisition of 200,000 shares of Common Stock, with a reported per-share price of $0.0000, rather than an open-market purchase.

Are the reported CHUC transactions under a Rule 10b5-1 trading plan?

The document-level checkbox for Rule 10b5-1 is not affirmed (false), and the footnotes do not indicate a trading plan, so no transactions in this Form 4 are reported as made under a Rule 10b5-1 plan.

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

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Available on EDGAR 09/04/2026 - 05:41 PM Accepted by SEC EDGAR 09/04/2026 - 05:40 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 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	2,356,481	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:

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

	/s/ Edward Carmines	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)