Charlotte's Web (CWBHF) CEO discloses RSU vesting and 2.7M-share stake

Rhea-AI Filing Summary

Charlotte's Web Holdings, Inc. insider and Chief Executive Officer William Morachnick reported equity transactions involving restricted stock units and common shares. On 12/31/2025, 375,000 restricted stock units were converted into common shares at a stated price of $0, reflecting vesting under a grant originally awarded on 10/12/2023 that vests in equal quarterly installments beginning 12/31/2023. On the same date, 111,188 common shares were disposed of in a transaction priced at $0.3667. Following these transactions, Morachnick directly beneficially owned 2,727,327 common shares of Charlotte's Web Holdings, Inc.

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^*

Morachnick William J.

(Last) (First) (Middle)

C/O CHARLOTTE'S WEB INC.

700 TECH COURT

(Street)

LOUISVILLE CO 80027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Charlotte's Web Holdings, Inc. [ CWBHF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 Shares	12/31/2025		M		375,000	A	$0(1)	2,838,515	D
Common Shares	12/31/2025		F		111,188	D	$0.3667	2,727,327	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
Restricted Stock Unit	(1)	12/31/2025		M			375,000	(2)	(2)	Common Shares	375,000	$0	1,125,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc.

2. The restricted stock unit agreement provides that the restricted stock unit vests in equal quarterly installments beginning on 12/31/2023. The restricted stock unit was granted on 10/12/2023.

Remarks:

	/s/ William Morachnick	01/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Charlotte's Web (CWBHF) CEO report?

Chief Executive Officer and director William Morachnick reported the conversion of 375,000 restricted stock units into common shares and the disposition of 111,188 common shares on 12/31/2025.

How many Charlotte's Web (CWBHF) restricted stock units were involved and what did they convert into?

The filing states that 375,000 restricted stock units were involved. Each restricted stock unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc., so the transaction reflects their conversion into common shares.

What is William Morachnick’s role and relationship to Charlotte's Web (CWBHF)?

William Morachnick is identified as both a Director and an Officer of Charlotte's Web Holdings, Inc., serving as the company’s Chief Executive Officer.

How many Charlotte's Web (CWBHF) shares does the CEO own after these transactions?

After the reported transactions on 12/31/2025, William Morachnick beneficially owned 2,727,327 common shares of Charlotte's Web Holdings, Inc., held with direct ownership.

What was the price reported for the disposed Charlotte's Web (CWBHF) shares?

The Form 4/A shows a disposition of 111,188 common shares at a reported price of $0.3667 per share in a transaction coded “F.”

When were the Charlotte's Web (CWBHF) restricted stock units granted and how do they vest?

The filing explains that the restricted stock units were granted on 10/12/2023, and the agreement provides that they vest in equal quarterly installments beginning on 12/31/2023.

What does each Charlotte's Web (CWBHF) restricted stock unit represent for the CEO?

Each restricted stock unit held by William Morachnick represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc., as described in the explanation of responses.