[Form 4] Charlotte's Web Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

William J. Morachnick, CEO and director of Charlotte's Web Holdings, Inc. (CWBHF), reported changes in his beneficial ownership on Form 4 filed for transactions dated 09/30/2025. He was credited with 375,000 restricted stock units (RSUs) that convert one-for-one into common shares and were granted on 10/12/2023 with quarterly vesting beginning 12/31/2023. Following that grant recognition, he beneficially owned 2,554,828 common shares. The filing also reports a sale of 91,313 common shares at $0.17 per share, leaving beneficial ownership at 2,463,515 shares after the sale. The RSUs are recorded with $0 exercise price as contingent rights to receive shares.

Positive

• 375,000 RSUs granted/recognized, increasing the CEO's contingent alignment with shareholder outcomes
• RSU vesting schedule disclosed, showing quarterly vesting beginning 12/31/2023 which clarifies timing of share delivery

Negative

• Sale of 91,313 common shares at $0.17 reduces the reporting person's direct holdings
• Form shows no additional context such as purpose of sale (e.g., diversification or tax), leaving motives unspecified

Insights

Financial Analyst

TL;DR: CEO received a large RSU award while also selling a portion of shares; overall ownership remains sizable.

The Form 4 documents a 375,000 RSU grant treated as vested/recognized on 09/30/2025 under the restricted stock unit agreement that vests quarterly beginning 12/31/2023. The disclosure shows a contemporaneous disposition of 91,313 shares at $0.17 each, reducing total reported holdings from 2,554,828 to 2,463,515 common shares. From a financial perspective, the RSU recognition increases share-based compensation expense for the issuer when recorded and boosts the reporting person’s contingent ownership. The sale is explicit and priced; no option exercise or cash purchase occurred.

Corporate Governance Expert

TL;DR: Insider reporting shows routine equity compensation vesting and a separate open-market sale; governance signals are mixed but document is procedural.

The filing identifies the reporting person as both Chief Executive Officer and Director, and details the mechanics of the RSU award (one unit per share, grant dated 10/12/2023, vesting in equal quarterly installments). The Form 4 properly records both the grant recognition and a discrete sale transaction with price disclosure. The report contains required signatures and dates, and no amendments or omissions are indicated. This is a standard Section 16 disclosure reflecting compensation vesting and a subsequent disposition.

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).

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)
09/30/2025

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 Shares	09/30/2025		M		375,000	A	$0(1)	2,554,828	D
Common Shares	09/30/2025		F		91,313	D	$0.17	2,463,515	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)	09/30/2025		M			375,000	(2)	(2)	Common Shares	375,000	$0	1,500,000	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	10/01/2025
	** 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 did William Morachnick report on the Form 4 for CWBHF?

The Form 4 reports recognition of 375,000 restricted stock units and a sale of 91,313 common shares executed on 09/30/2025.

How many shares does the CEO beneficially own after these transactions?

The filing shows 2,463,515 common shares beneficially owned following the reported sale.

What price were the disposed shares sold at?

The 91,313 shares were sold at $0.17 per share as disclosed in the Form 4.

When were the RSUs originally granted and how do they vest?

The RSUs were granted on 10/12/2023 and vest in equal quarterly installments beginning 12/31/2023 according to the filing.

Does the Form 4 indicate any amendment or multiple filers?

No; the filing indicates it was filed by one reporting person and there is no amendment date provided.