Charlie’s Holdings (CHUC) COO buys 250,000 shares in open market

Rhea-AI Filing Summary

Charlie’s Holdings, Inc. Chief Operating Officer Ryan Stump filed a Form 4 showing an open-market purchase of 250,000 shares of common stock on February 13, 2026 at $0.20 per share. After this transaction, he directly beneficially owns 2,351,968 common shares.

The filing also reports indirect beneficial ownership of 27,349,787 common shares held through the Ryan Stump Legacy Trust, in addition to his direct holdings.

Insider Trade Summary

Net Buyer: 250,000 shares ($50,000)

Net Buy 2 txns

Insider Stump Ryan

Role Chief Operating Officer

Bought 250,000 shs ($50K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	250,000	$0.20	$50K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,351,968 shares (Direct); Common Stock — 27,349,787 shares (Indirect, By Ryan Stump Legacy Trust)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

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^*

Stump Ryan

(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)
	Chief Operating Officer

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	2,351,968	D
Common Stock								27,349,787	I	By Ryan Stump Legacy Trust

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/ Ryan Stump	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 for Ryan Stump?

Charlie’s Holdings reported that Chief Operating Officer Ryan Stump made an open-market purchase of common stock. On February 13, 2026, he bought 250,000 shares, as disclosed in a Form 4 filing detailing his updated direct and indirect ownership positions.

How many Charlie's Holdings (CHUC) shares did Ryan Stump buy and at what price?

Ryan Stump purchased 250,000 shares of Charlie’s Holdings common stock at a price of $0.20 per share. The transaction date was February 13, 2026, and it was reported as an open-market purchase in the Form 4 filing.

What is Ryan Stump’s direct share ownership in Charlie's Holdings (CHUC) after the trade?

Following the reported transaction, Ryan Stump beneficially owns 2,351,968 shares of Charlie’s Holdings common stock directly. This figure reflects his holdings after buying 250,000 shares in the open market on February 13, 2026, as disclosed in the Form 4.

What indirect Charlie's Holdings (CHUC) shares are associated with the Ryan Stump Legacy Trust?

The Form 4 reports indirect beneficial ownership of 27,349,787 Charlie’s Holdings common shares held "By Ryan Stump Legacy Trust." These shares are listed separately from his direct holdings and are categorized as indirect ownership in the filing.

What executive role does Ryan Stump hold at Charlie's Holdings (CHUC)?

Ryan Stump serves as Chief Operating Officer of Charlie’s Holdings, Inc. The Form 4 identifies him as an officer of the company with the title "Chief Operating Officer," in addition to disclosing his direct and indirect beneficial ownership of common stock.

What does a Form 4 filing for Charlie's Holdings (CHUC) indicate to investors?

A Form 4 filing shows recent trades or changes in beneficial ownership by company insiders. In this case, it documents Ryan Stump’s open-market purchase of 250,000 Charlie’s Holdings shares and updates his total direct and indirect common stock holdings.