📜 What This Document Is 📋

This document is a Proxy Statement (Schedule 14A), which is a legal filing required by the SEC. Think of it as the company's mandatory annual report card for its shareholders. It informs you about the upcoming corporate votes and actions at the annual meeting of stockholders. 👉 The central purpose is to get your vote on who should run the company next year and how the board should be structured.

🗓️ The 2026 Annual Meeting Details 📅

The meeting itself is set for Thursday, June 4, 2026, at 2:00 PM Pacific Time. It will take place at the Company’s headquarters: 1007 Brioso Drive, Costa Mesa, California 92627.

The meeting will require stockholders to vote on several major topics, including electing directors, ratifying the accounting firm, and approving structural changes to the company's stock.

🏢 About Charlie's Holdings, Inc. 🏪

The filing does not provide a general "About Us" section detailing the business model. However, we know that the company has operating divisions that include:

• Charlie’s Chalk Dust, LLC: Mentioned as the company's largest and most profitable operating division.
• Don Polly, LLC: Mentioned as the company’s alternative products division.

👉 The management structure indicates that the company operates multiple distinct business units, which are key areas of operational focus.

🗳️ Voting Rights and Logistics 🗳️

If you own shares of Charlie's Holdings, Inc., you are entitled to vote at the Annual Meeting. The voting rules are complex, so it's important to understand who is eligible to vote.

• Record Date: Stockholders who owned shares of common stock and/or Series A preferred stock as of April 10, 2026, are entitled to vote.
• Total Shares Outstanding: As of that date, there were 274,203,242 shares of common stock and 93,906 shares of Series A preferred stock.
• Voting Power: The preferred stock counts as approximately 225.67 votes per share when converted to common stock, giving a total of 21,191,576 votes from Series A preferred stock.
• Quorum: A quorum (the minimum number of votes needed for business to legally proceed) requires the presence of at least 50% of all outstanding shares entitled to vote.

💰 Principal Stockholders & Ownership 👨‍👩‍👧

This section reveals who holds the largest stakes in the company. The filing provides a detailed table of beneficial ownership as of April 10, 2026.

• Brandon Stump: Is the single largest shareholder, owning 64,754,089 shares of common stock, representing 23.6% ownership.
• Red Beard Holdings, LLC: Holds a significant stake of 48,381,871 shares, giving it 17.2% ownership.
• Iroquois Capital Management, LLC: Controls 12,078,473 shares, amounting to 4.4% ownership.
• Corporate Officers & Directors: Collectively, the executive officers, directors, and nominees hold 56,070,880 shares, which is 20.3% ownership.

👉 The concentration of shares suggests that a few major investors and insiders exert substantial control over the company.

🧑‍💼 Who's Running the Show: Officers & Directors 🌟

The company's leadership team includes three named executive officers:

• Henry Sicignano III: President (Principal Executive Officer), who has served in this capacity since April 1, 2021.

• Ryan Stump: Chief Operating Officer and Director.

• Matthew P. Montesano: Interim Chief Financial Officer.

• Board Expertise: The nominees bring diverse experience relevant to the industry. Directors are noted for expertise in global operations (Ryan Stump), private investment and financial strategy (Scot Cohen), brand building and consumer products (Jeff Fox), and deep knowledge of the regulated tobacco industry (Dr. Edward Carmines).

• Board Recommendation: The Board of Directors recommends voting FOR all the director nominees.

🗳️ Director Election Proposals 🗳️

Stockholders vote on five nominees for directors, each serving one-year terms until successors are elected. The election will use a plurality vote, meaning the nominee who receives the highest number of votes cast (or votes by proxy) will be elected.

The board has named the following directors for election:

• Ryan Stump: COO and Director (B.S. and B.A. in Sports Marketing and Marketing from Duquesne University).
• Scot Cohen: Director (Founder/Managing Partner of V3 Capital Partners).
• Jeff Fox: Director (Expert in brand building for large consumer companies like Pizza Hut).
• Dr. Edward Carmines: Director (Scientific expert in the nicotine and tobacco industry).
• Michael D. King: Director (Experienced in sourcing and shipping medical/consumer products from Asia).

💼 Corporate Governance Structure 🏢

The Board oversees the company's management. The current Board structure has five members, four of whom qualify as independent directors (Cohen, Fox, Carmines, and King).

• Board Leadership: The Board currently does not have a formal Chair, believing that flexibility is in the company's best interest.
• Committees: The Board has a standing Audit Committee (chaired by Scot Cohen). It does not currently have active Compensation or Nominating committees, and the full Board handles those duties.
• Audit Committee Responsibilities: The committee is responsible for reviewing the company's financial statements, overseeing internal and financial controls, and managing the independent auditor's relationship.

🧐 Audit Committee & Accounting Firm 🧾

Stockholders vote on the ratification of Urish Popeck & Co., LLC as the independent registered public accounting firm for the 2026 fiscal year.

• Recommendation: The Board recommends voting FOR this ratification.
• Fees: The total fees for 2025 were $201,851, compared to $165,000 in 2024. The audit fees increased from $140,000 (2024) to $195,000 (2025).
• Why it Matters: This vote ensures that the company's financial statements for 2026 will be audited by an approved, independent firm.

💸 Executive Compensation (2025) 💲

Compensation for the named executive officers (NEOs) includes base salary, annual bonuses, and stock awards.

• Ryan Stump: Received the highest total compensation in 2025, totaling $298,602. This includes a $225,000 base salary and a $16,606 bonus.
• Henry Sicignano III: Received $277,671 total compensation, with a base salary of $200,000.
• Matthew P. Montesano: Received $123,662 total compensation.
• Compensation Changes: Mr. Stump elected to reduce his base salary to $225,000 annually (from a potential $300,000 under the "New Agreement"). Mr. Sicignano also reduced his salary to $200,000.
• Incentives: The bonuses paid in 2025 were related to covering income tax liabilities from restricted stock awards.

🔗 Related Party Transactions 🤝

This section details various financial arrangements between the company and its key insiders (related persons). These are critical for transparency regarding potential conflicts of interest.

• Corporate Headquarters Lease: The company pays an aggregate of $275,280 for the lease in both 2025 and 2024, paid to a group involving the Stumps.
• Note to Michael King (Lender): The company initially issued a secured note of $1,000,000 to Michael King in 2022. This debt has been restructured several times, culminating in an agreement on April 28, 2025, for a payment of approximately $420,000 and a maturity date of April 28, 2026.
• Note to Ryan Stump (Stump Lender): In 2022, the company issued a loan of $300,000 to Ryan Stump. This loan has been extensively modified and paid off on April 28, 2025, for approximately $308,000.
• Commercial Lease (Williamsville): The company paid $19,800 in 2025 for a lease related to sales and marketing in Williamsville, NY.

✍️ Key Dates and Contacts 📅

• Annual Meeting Date: June 4, 2026.
• Record Date: Stockholders must own stock as of April 10, 2026, to vote.
• Proxy Voting Deadline: Proxies submitted by telephone or internet must be received by 11:59 p.m. EDT on June 3, 2026.
• Contact Information: Stockholders can submit written correspondence to: Charlie’s Holdings, Inc. 1007 Brioso Drive Costa Mesa, CA 92627 Attn: Ryan Stump (949) 203-3500

🧠 The Analogy 🧩

Think of a Proxy Statement like a mandatory committee vote on a long-running, expensive ship. The proxy statement isn't reporting how much money the ship earned (that's the financial report); instead, it's asking all the owners (stockholders) to vote on who should be captain, who should be on the advisory board (directors), and whether the current navigation system (the accounting firm) is trustworthy for the next year.

🧩 Final Takeaway 🚀

This filing is a complex governance questionnaire, telling you that the primary decisions facing stockholders in 2026 revolve around confirming the Board's leadership, ratifying the current accounting firm, and approving significant structural moves like a potential stock reverse split.