Sec Form 3 Filing - Kunkel Raymond J. @ Charlotte's Web Holdings, Inc. - 2023-10-09

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kunkel Raymond J. 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O CHARLOTTE'S WEB HOLDINGS, INC., 700 TECH COURT 3. Date of Earliest Transaction (MM/DD/YY) 10/09/2023 (Street) LOUISVILLE, CO80027 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 25,131 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 4.7 03/26/2022( 1 ) 03/26/2031 Common Shares 6,532 D Restricted Stock Unit ( 3 ) ( 2 ) ( 2 ) Common Shares 20,062 D Restricted Stock Unit ( 3 ) ( 4 ) ( 4 ) Common Shares 2,393 D Restricted Stock Unit ( 3 ) ( 5 ) ( 5 ) Common Shares 39,216 D Restricted Stock Unit ( 3 ) ( 6 ) ( 6 ) Common Shares 11,667 D Restricted Stock Unit ( 3 ) ( 7 ) ( 7 ) Common Shares 23,179 D Stock Option (right to buy) $ 1.56 02/11/2023( 8 ) 02/11/2032 Common Shares 52,500 D Stock Option (right to buy) $ 0.32 04/01/2024( 9 ) 04/01/2033 Common Shares 60,186 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kunkel Raymond J. C/O CHARLOTTE'S WEB HOLDINGS, INC. 700 TECH COURT LOUISVILLE, CO80027 Chief Operating Officer Signatures /s/ Stephen D. Rogers, Attorney in Fact for Raymond Kunkel 10/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option agreement provides that the option becomes exercisable in 3 equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on 03/26/2021. 3,352 options are currently vested. ( 2 )The restricted stock unit agreement provides that the restricted stock unit vests in 3 equal annual installments beginning on the first anniversary of the restricted stock unit's grant date. The restricted stock unit was granted on 4/1/2023. ( 3 )Each restricted stock unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc. ( 4 )The restricted stock unit agreement provides that the restricted stock unit vests in 3 equal annual installments beginning on the first anniversary of the restricted stock unit's grant date. The restricted stock unit was granted on 03/26/2021 as 4,787 units, 2,394 units have already vested. ( 5 )The restricted stock unit agreement provides that the restricted stock unit vests in 1 installment on the first anniversary of the restricted stock unit's grant date. The restricted stock unit was granted on 12/22/2022. ( 6 )The restricted stock unit agreement provides that the restricted stock unit vests in 3 equal annual installments beginning on the first anniversary of the restricted stock unit's grant date. The restricted stock unit was granted on 02/11/2022 as 17,500 units, 5,833 units have already vested. ( 7 )The restricted stock unit agreement provides that the restricted stock unit vests in 1 installment on the second anniversary of the restricted stock unit's grant date. The restricted stock unit was granted on 11/19/2021. ( 8 )The option agreement provides that the option becomes exercisable in 3 equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on 02/11/2022. 17,500 options are currently vested. ( 9 )The option agreement provides that the option becomes exercisable in 3 equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on 04/01/2023.

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).

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