Charlotte's Web CEO reports RSU grant and vesting

Charlotte's Web Holdings, Inc. reported insider equity compensation activity for Chief Executive Officer William J. Morachnick.

Rhea-AI Filing Summary

Charlotte's Web Holdings, Inc. reported insider equity compensation activity for Chief Executive Officer William J. Morachnick. He received a grant of 1,178,647 restricted stock units, each representing the right to obtain one common share. On an earlier date, he exercised 375,000 restricted stock units into 375,000 common shares at no cash exercise price.

To cover tax obligations tied to this vesting, 91,313 common shares were withheld at a price of $0.735 per share. Following these transactions, Morachnick directly holds 3,011,014 common shares and 1,178,647 restricted stock units subject to vesting terms.

Insider Trade Summary

375,000 shares exercised/converted

Exercise 4 txns

Insider Morachnick William J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	1,178,647	$0.00	$0.00
Exercise	Restricted Stock Unit	375,000	$0.00	$0.00
Exercise	Common Shares	375,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	91,313	$0.735	$67K

Holdings After Transaction: Restricted Stock Unit — 1,928,647 contracts (Direct); Common Shares — 3,011,014 shares (Direct)

Footnotes (3)

1. F1. Each restricted stock unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc.
2. F2. 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.
3. F3. 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 grant: 1,178,647 units RSUs exercised: 375,000 units Tax withholding shares: 91,313 shares +3 more

6 metrics

RSU grant 1,178,647 units Restricted stock units granted to CEO on April 1, 2026

RSUs exercised 375,000 units Restricted stock units converted into common shares on March 31, 2026

Tax withholding shares 91,313 shares Common shares withheld to satisfy tax liability at $0.735 per share

Tax withholding price $0.735 per share Value used for shares withheld for tax obligations

Post-transaction common shares 3,011,014 shares Common shares directly held by CEO after reported transactions

Post-transaction RSUs 1,178,647 units Restricted stock units held after grant on April 1, 2026

Key Terms

Restricted Stock Unit, tax-withholding disposition, derivative exercise/conversion, vests in equal quarterly installments, +1 more

5 terms

Restricted Stock Unit financial

"Each restricted stock unit represents a contingent right to receive one common share"

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

"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.

derivative exercise/conversion financial

"Exercise or conversion of derivative security"

vests in equal quarterly installments financial

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

contingent right financial

"represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

The CEO reported a large equity grant and a routine vesting event. He received 1,178,647 restricted stock units and exercised 375,000 units into common shares, with some shares withheld to satisfy tax obligations.

How many restricted stock units did the Charlotte's Web (CWBHF) CEO receive?

He received 1,178,647 restricted stock units. Each unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc., subject to future vesting conditions defined in his restricted stock unit agreement.

What happened when Charlotte's Web (CWBHF) restricted stock units vested?

375,000 restricted stock units vested and were exercised into 375,000 common shares at a $0.00 exercise price. This reflects conversion of equity-based compensation rather than an open-market stock purchase by the executive.

Why were some Charlotte's Web (CWBHF) shares disposed of in the Form 4?

91,313 common shares were withheld at $0.735 per share to pay tax liabilities. This disposition is coded as tax withholding, meaning shares were delivered to cover taxes rather than sold in an open-market transaction.

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

After the reported transactions, the CEO directly holds 3,011,014 common shares. He also has 1,178,647 restricted stock units outstanding, which may convert into additional common shares as they vest over time.

Over what period do the new Charlotte's Web (CWBHF) restricted stock units vest?

The new restricted stock units vest in equal quarterly installments over one year beginning on July 1, 2026. This schedule ties the equity award to continued service and performance over that timeframe for the CEO.

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

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Accepted by SEC EDGAR 04/02/2026 - 07:18 PM EDT 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^*

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)
03/31/2026

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	03/31/2026		M		375,000	A	$0(1)	3,102,327	D
Common Shares	03/31/2026		F		91,313	D	$0.735	3,011,014	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)	03/31/2026		M			375,000	(2)	(2)	Common Shares	375,000	$0	750,000	D
Restricted Stock Unit	(1)	04/01/2026		A		1,178,647		(3)	(3)	Common Shares	1,178,647	$0	1,178,647	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.

3. 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/ Nathan Gerhardt, Attorney in Fact for William Morachnick	04/02/2026
	** 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)