UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 1321, 2025

Charles & Colvard, Ltd.

(Exact name of registrant as specified in its charter)

North Carolina

000-23329

56-1928817

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

170 Southport Drive
Morrisville, North Carolina	27560
(Address of principal executive offices)	(Zip Code)

(919) 468-0399

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

~~If an~~Item ~~emerging~~3.02 ~~growth~~Unregistered ~~company,~~Sales ~~indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)~~ of ~~the~~Equity ~~Exchange Act~~Securities. ¨

~~Item~~On ~~5.08.~~August ~~Shareholder~~21, ~~Director~~2025, ~~Nominations~~Charles & Colvard Ltd. (the “Company”) issued unregistered restricted

~~The~~stock ~~disclosure~~units ~~provided~~as indescribed below under Item 85.0102, ofin reliance ~~this~~on ~~Current~~the ~~Report~~exemption onfrom ~~Form 8-K~~registration isunder ~~hereby~~Section ~~incorporated~~4(a)(2) byof ~~reference~~the ~~into~~Securities ~~this~~Act ~~Item~~of 51933, as amended.~~08.~~

~~Pursuant to the Order (as defined in~~ Item 85.0102 ~~below),~~Departure ~~Charles & Colvard, Ltd. (the “Company”) will hold its Annual Meeting~~ of ~~the~~Directors ~~Shareholders~~or ~~for~~Certain ~~2025~~Officers; ~~(the~~Election ~~“Annual Meeting”) on Monday, October 13, 2025, at 9:30 a.m. ET. Consistent with the Order, the Board~~ of Directors; ~~established~~Appointment ~~the close~~ of ~~business~~Certain onOfficers; ~~Friday, August~~Compensatory ~~29,~~Arrangements ~~2025, as the record date for the determination~~ of ~~shareholders~~Certain ~~who are entitled to notice of, and to vote at, the Annual Meeting~~Officers. The Annual Meeting will be held at the Company’s principal office, 170 Southport Drive, Morrisville, North Carolina, 27560. The Company will provide additional details regarding the Annual Meeting in the Company’s proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission (the “SEC”) prior to the Annual Meeting.

~~Due~~On toAugust ~~the~~21, ~~fact~~2025, ~~that~~in ~~the~~order ~~date~~to ofincentivize ~~the~~director, employee ~~Annual~~and ~~Meeting~~key ~~has~~consultant ~~been~~performance ~~changed by~~and ~~more~~align ~~than~~their 30interests ~~days~~with ~~from~~ the ~~anniversary of the previously held annual meeting of~~ shareholders, ~~shareholders~~at ofthis ~~the~~critical ~~Company~~time ~~who wish to have a proposal or a director nominee considered for inclusion~~ in the Company’s ~~proxy materials for~~ history, the ~~Annual~~Compensation ~~Meeting~~Committee ~~pursuant to~~of ~~Rule 14a-8 under~~ the ~~Securities~~Board ~~Exchange Act~~ of ~~1934~~Directors (the “~~Exchange Act~~Board”), ~~would~~of ~~have~~Charles to& ~~ensure such proposal is received by the Company’s Corporate Secretary at its corporate office at 170 Southport Drive~~Colvard, ~~Morrisville,~~Ltd. ~~North~~approved ~~Carolina, 27560, on or before~~ the ~~close~~Charles ~~of business on Monday~~& Colvard, ~~August~~Ltd. ~~25, 2025, to allow~~ (the “Company”) ~~reasonable~~Fiscal ~~time~~2026 ~~before~~Executive itIncentive ~~expects~~Program ~~to begin to print and send its proxy materials in accordance with Rule 14a-5~~(f)the ~~and~~“FY2026 ~~Rule 14a-8(e~~Program”), ~~under~~with ~~the~~effect ~~Exchange~~as ~~Act. Any such proposal would also have to meet the~~of ~~requirements~~July ~~set~~1, ~~forth~~2025. inThe ~~the~~total ~~Company’s~~number ~~Bylaws,~~of asRestricted ~~amended~~Stock ~~and~~Units ~~restated~~ (~~the~~ “~~Bylaws~~RSUs”), ~~and the rules and regulations of the SEC in order~~ to be ~~eligible~~authorized ~~for~~under ~~inclusion in~~ the ~~proxy~~FY2026 ~~materials~~Program ~~for~~is ~~the Annual Meeting. However~~1, ~~because the Order limits the~~338,000. ~~matters~~The toFY2026 beProgram ~~considered~~supersedes atand ~~the~~replaces ~~Annual~~all ~~Meeting~~prior tomanagement ~~those~~incentive ~~outlined~~plans inor ~~Item~~programs ~~8.01~~for ~~below,~~all ~~the~~periods ~~Company~~commencing ~~cannot~~on ~~accept~~or ~~shareholder~~after ~~proposals for~~July ~~consideration~~1, ~~at the Annual Meeting~~2025.

InEach ~~addition,~~award ingranted ~~accordance~~under ~~with~~ the ~~requirements contained in the Company’s~~ ~~Bylaws,~~FY2026 ~~shareholders~~Program ofshall ~~the~~be ~~Company~~expressed who wish to bring business before the Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must also ensure that written notice of such proposal (including all information specified in ~~the~~“Units” ~~Company’s~~and ~~Bylaws)~~each isUnit ~~received~~shall byconsist ~~the Company’s Corporate Secretary at the address specified above no later than the close~~ of ~~business on Monday~~, ~~August~~at 25, 2025. As noted above, because of the terms of the Order, the Company cannot accept shareholder proposals. Any shareholder nominations for director must also meet the requirements set forth in the Companygrantee’s ~~Bylaws in order to be brought before the Annual Meeting.~~election:

InOption ~~addition,~~A to– (1) a restricted ~~comply~~stock ~~with~~award representing 65% of the ~~universal~~Unit ~~proxy~~(the ~~rules,~~“Restricted ~~shareholders who~~Stock ~~intend~~Component”), granted to ~~solicit~~the ~~proxies~~grantee, inand ~~support~~(2) a cash ofbonus ~~director~~award ~~nominees~~representing ~~other~~35% ~~than~~of ~~our~~the ~~nominees~~Unit ~~must~~(the ~~provide~~“Cash ~~notice~~Component”), ~~that~~to ~~sets~~be ~~forth~~paid to the ~~information required~~grantee by(for ~~Rule~~employees ~~14a-19~~on the payroll ~~under~~date following the ~~Exchange~~vesting ~~Act~~date, byand ~~the~~for ~~close~~consultants ofand ~~business~~non-employee onBoard ~~Monday,~~members ~~August~~within ~~25,~~one ~~2025.~~month of the vesting date); or

~~Item~~Option ~~8.01.~~B ~~Other~~– ~~Events~~a restricted stock award representing 100% of the Unit granted to the grantee.

OnGrantees ~~August 13,~~must ~~2025,~~elect ~~North~~Option A ~~Carolina~~or ~~Chief~~Option ~~Business~~B ~~Court~~within ~~Judge~~one ~~Michael~~(1) L.week ~~Robinson~~after ~~entered an Order, directing~~ the Company tofiles ~~hold~~ its ~~Annual~~Form ~~Meeting on~~10-K ~~Monday~~for ~~October 13~~FY2025, ~~2025~~and ~~(the~~grantees ~~“Order”).~~are ~~Pursuant to the Order, the~~ only ~~matters~~allowed to bechange ~~considered~~their ~~and~~election for ~~put~~future totranches ano ~~vote~~less ofthan ~~shareholders at~~three ~~the~~(3) ~~Annual~~months ~~Meeting~~before ~~shall~~such ~~be (a)~~ election ofchange ~~the~~will ~~members~~take ofeffect. ~~the~~The Company’s ~~Board~~may ofreject ~~Directors,~~such ~~the~~election ~~Company’s intended nominees~~changes ~~being~~in ~~current~~the ~~directors~~event ~~Ruten~~that ~~Bhanderi,~~the ~~Anne~~grantee M.is ~~Butler,~~in ~~Neal~~possession ~~Goldman,~~of ~~Don~~material ~~O’Connell~~nonpublic ~~and~~information ~~James~~at ~~Tu, (b) ratification of~~ the ~~Company’s independent~~time ~~auditor, (c) an advisory vote on executive compensation, and (d) an advisory vote on~~ the ~~frequency~~request ofis ~~shareholder advisory votes on executive compensation~~made.

~~According~~For to the ~~Order,~~avoidance ~~for purposes~~ of ~~this Annual Meeting only~~doubt, ~~the~~ ~~number of shares represented by shareholders who appear at~~ the ~~Annual~~Cash ~~Meeting,~~Component ~~in person or by proxy, will represent a quorum. The Order also states that the deadline for director nominations in connection with the Annual Meeting shall be the close~~ of ~~business on Monday, August 25, 2025. The Company expects that RiverStyx Fund, LP (“RiverStyx”),~~ a ~~shareholder~~Unit ofdoes ~~the~~not ~~Company, will seek the election of one or more candidates to the Board, and will include those candidates~~ in ~~the~~any ~~Company’s~~way ~~proxy~~represent ~~materials~~an ifownership ~~timely~~interest ~~submitted~~ in ~~compliance~~ ~~with~~ the Company~~’s Bylaws and applicable law. Additionally~~, ~~the~~nor ~~Order~~does ~~states~~it ~~that~~give ~~Craig Colosso,~~ an ~~employee~~eligible ~~of the Company’s~~grantee ~~transfer~~any ~~agent,~~rights ~~Equiniti, will serve~~ as ~~inspector~~a ofshareholder ~~elections. The foregoing description~~ of the Order does not purport to be complete and is qualified in its entirety by the full text of the Order, a copy of which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by referenceCompany.

~~Item~~An ~~9.01.~~eligible ~~Financial~~grantee ~~Statements~~must remain in continuous service until the end of the applicable quarter for restrictions to fully lapse on the Restricted Stock Component and ~~Exhibits~~for the Cash Component (if any) to be paid.

~~(d)~~Under ~~Exhibits~~the FY2026 Program, the Compensation Committee has granted James Tu, who serves as Executive Chairman of the Board, 480,000 Units, Ruten Bhanderi, who serves as Executive Director, 240,000 Units and independent directors Anne Butler and Neal Goldman 24,000 Units each, with all these grants vesting quarterly over one year. Additionally, under the FY2026 Program, the Compensation Committee granted the Chief Executive Officer 240,000 Units vesting quarterly over three years, the Chief Financial Officer 102,000 Units vesting quarterly over three years, and each Vice President 102,000 Units vesting quarterly over three years.

Exhibit Number		Description
99.1		Order on Application for Court-Ordered Shareholder Meeting Pursuant to N.C. Gen. Stat. § 55-7-03 dated August 13, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The foregoing description of the FY2026 Program does not purport to be complete and is qualified in its entirety by reference to the FY2026 Program, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

~~Important~~Item ~~Additional~~9.01 ~~Information~~Financial Statements and Exhibits.

The Company’s definitive proxy materials will include information about the participants in the solicitation of proxies and a description of their direct or indirect interests, by security holdings or otherwise(d) Exhibits. Shareholders should read the proxy statement when it is available because it contains important information. Shareholders and investors will be able to access the proxy statement and any other relevant filed documents free of charge on the SEC’s website at www.sec.gov once such documents have been filed.

SIGNATURES

Exhibit No.		Description of Document
10.1		Charles & Colvard, Ltd. Fiscal 2026 Executive Incentive Program, effective July 1, 2025 +

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

+		Denotes management contract or compensatory plan or arrangement

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURE

	Charles & Colvard, Ltd.
August 15, 2025	By	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Charles & Colvard, Ltd.

August 25, 2025	By:	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

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