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

Charlotte's Web (CWBHF) CEO receives 1.18M RSUs and exercises 375K shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Morachnick William J.
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 1,178,647 $0.00 --
Exercise Restricted Stock Unit 375,000 $0.00 --
Exercise Common Shares 375,000 $0.00 --
Tax Withholding Common Shares 91,313 $0.735 $67K
Holdings After Transaction: Restricted Stock Unit — 1,178,647 shares (Direct); Common Shares — 3,102,327 shares (Direct)
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 beginning on 12/31/2023. The restricted stock unit was granted on 10/12/2023. 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.
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
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."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares03/31/2026M375,000A$0(1)3,102,327D
Common Shares03/31/2026F91,313D$0.7353,011,014D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)03/31/2026M375,000 (2) (2)Common Shares375,000$0750,000D
Restricted Stock Unit(1)04/01/2026A1,178,647 (3) (3)Common Shares1,178,647$01,178,647D
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 Morachnick04/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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.