Charlotte's Web (CWBHF) CEO exercises 294,661 RSU-linked shares and covers taxes with stock

Rhea-AI Filing Summary

Charlotte's Web Holdings, Inc. chief executive officer William J. Morachnick reported equity compensation-related transactions involving common shares and restricted stock units. He exercised derivative awards to acquire 294,661 common shares and the company withheld 71,750 shares to cover tax obligations, a non-market disposition.

After these transactions, he directly held 3,589,362 common shares. His restricted stock unit holdings were 883,986 units, each representing a right to receive one common share. The RSU agreement provides for vesting in equal quarterly installments over 1 year beginning on July 1, 2026, from a grant made on April 1, 2026.

Insights

Equity compensation analyst

CEO activity reflects routine equity compensation: RSU vesting, exercise, and tax withholding, not open-market trading.

The filing shows William J. Morachnick exercising derivative awards for 294,661 common shares and a concurrent tax-withholding disposition of 71,750 shares. Code M indicates derivative exercise, while code F represents payment of tax liability by delivering shares rather than cash.

Post-transaction, he directly holds 3,589,362 common shares, suggesting the net effect is an increase in share ownership rather than a sale into the market. The RSU agreement vests quarterly over one year beginning on July 1, 2026, so future filings may reflect additional scheduled vesting events under the same grant.

Insider Trade Summary

294,661 shares exercised/converted

Mixed 3 txns

Insider Morachnick William J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	294,661	$0.00	--
Exercise	Common Shares	294,661	$0.00	--
Tax Withholding	Common Shares	71,750	$0.31	$22K

Holdings After Transaction: Restricted Stock Unit — 883,986 shares (Direct, null); Common Shares — 3,589,362 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc. The restricted stock unit agreement provides that the restricted stock unit vests in equal quarterly installments over 1 year beginning on 7/1/2026. The restricted stock unit was granted on 4/1/2026.

Key Figures

RSU-linked shares exercised: 294,661 shares Shares withheld for taxes: 71,750 shares at $0.31/share Common shares after transaction: 3,589,362 shares +2 more

5 metrics

RSU-linked shares exercised 294,661 shares Exercise or conversion of derivative security on July 1, 2026

Shares withheld for taxes 71,750 shares at $0.31/share Tax-withholding disposition at $0.3100 per share

Common shares after transaction 3,589,362 shares Total direct holdings of common shares following transactions

RSUs after transaction 883,986 units Restricted stock unit balance following derivative transaction

RSU vesting period 1 year, quarterly Vesting in equal quarterly installments over 1 year beginning July 1, 2026

Key Terms

Restricted Stock Unit, tax-withholding disposition, Exercise or conversion of derivative security, derivative security

4 terms

Restricted Stock Unit financial

"The restricted stock unit agreement provides that the restricted stock unit vests in equal quarterly installments over 1 year"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" and transaction_code_description: "Payment of exercise price or tax liability by delivering securities""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security" for the M-coded transactions"

derivative security financial

"derivative transaction labeled as "Exercise or conversion of derivative security" with underlying common shares"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 02:01 PM Accepted by SEC EDGAR 07/06/2026 - 02:00 PM Learn about SEC filing dates

FAQ

What insider transactions did Charlotte's Web (CWBHF) CEO report on July 1, 2026?

The CEO reported exercising derivative awards for 294,661 common shares and a tax-withholding disposition of 71,750 shares. These actions relate to equity compensation, not open-market buying or selling, and adjust his holdings and tax obligations accordingly.

How many Charlotte's Web (CWBHF) shares does the CEO hold after this Form 4?

Following the reported transactions, the CEO directly holds 3,589,362 common shares of Charlotte's Web Holdings, Inc. This figure reflects the net impact of exercising derivative-based awards and the share withholding used to satisfy associated tax liabilities.

What does the tax-withholding disposition in the CWBHF CEO’s Form 4 mean?

The Form 4 shows a code F transaction, where 71,750 shares were used to pay tax obligations. This is a tax-withholding disposition, meaning shares were delivered to cover taxes rather than sold in an open-market transaction for investment purposes.

What are the key details of the Charlotte's Web (CWBHF) CEO’s restricted stock units?

Each restricted stock unit represents a right to receive one common share. The agreement states RSUs vest in equal quarterly installments over one year, beginning on July 1, 2026, under a grant originally made on April 1, 2026.

How many restricted stock units does the CWBHF CEO hold after the reported transactions?

After the transactions, the Form 4 shows the CEO holding 883,986 restricted stock units. These units are derivative securities that will convert into common shares as they vest according to the one-year quarterly vesting schedule specified in the RSU agreement.

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^*

Morachnick William J.

(Last) (First) (Middle)

C/O CHARLOTTE'S WEB INC.

700 TECH COURT

(Street)

LOUISVILLE COLORADO 80027

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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 Shares	07/01/2026		M		294,661	A	$0(1)	3,589,362	D
Common Shares	07/01/2026		F		71,750	D	$0.31	3,517,612	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)	07/01/2026		M			294,661	(2)	(2)	Common Shares	294,661	$0	883,986	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 over 1 year beginning on 7/1/2026. The restricted stock unit was granted on 4/1/2026.

Remarks:

	/s/ William Morachnick	07/06/2026
	** 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)