Charlotte's Web CEO exercises 375K RSUs, sells 91K

Charlotte's Web Holdings, Inc. Chief Executive Officer William J. Morachnick reported routine equity compensation activity involving restricted stock units and related tax withholding.

Rhea-AI Filing Summary

Charlotte's Web Holdings, Inc. Chief Executive Officer William J. Morachnick reported routine equity compensation activity involving restricted stock units and related tax withholding. He exercised derivative rights to acquire 375,000 common shares at a conversion price of $0.0000 per share.

To cover tax obligations, 91,313 common shares were disposed of at $0.3100 per share as a tax-withholding disposition, rather than an open-market sale. Following these transactions, he directly holds 3,294,701 common shares. The restricted stock units vest in equal quarterly installments beginning on 12/31/2023 under an agreement granted on 10/12/2023.

Insider Trade Summary

375,000 shares exercised/converted

Exercise 3 txns

Insider Morachnick William J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
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	$0.31	$28K

Holdings After Transaction: Restricted Stock Unit — 375,000 contracts (Direct); Common Shares — 3,294,701 shares (Direct)

Footnotes (2)

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.

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Accepted by SEC EDGAR 07/02/2026 - 10:11 AM 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)
06/30/2026

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	06/30/2026		M		375,000	A	$0(1)	3,386,014	D
Common Shares	06/30/2026		F		91,313	D	$0.31	3,294,701	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)	06/30/2026		M			375,000	(2)	(2)	Common Shares	375,000	$0	375,000	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	07/02/2026
	** 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)