Charles & Colvard (CTHR) approves $406K proxy contest expense reimbursement

Rhea-AI Filing Summary

Charles & Colvard, Ltd. reported that disinterested members of its Board of Directors approved reimbursing $406,188.72 of reasonable and necessary expenses incurred by Riverstyx Fund, LP and director Duc Pham in a proxy solicitation for the Company’s 2025 Annual Meeting of Shareholders.

The Board noted that shareholders holding a majority of voting power had supported the Riverstyx Fund, LP and Duc Pham nominees and that such reimbursements are a common practice in resolving proxy contests. Payment of this reimbursement was approved contingent on, and deferred until, the Company is in a stronger financial position.

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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): February 19, 2026

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)
¨	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 emerging growth company, 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 Exchange Act.  ¨

Item 8.01 Other Events.

On February 19, 2026, the disinterested members of the Board of Directors (the “Board”) of Charles & Colvard, Ltd. (the “Company”) approved the reimbursement of reasonable and necessary expenses (including legal fees, solicitation costs and printing expenses) in the aggregate amount of $406,188.72 incurred by Riverstyx Fund, LP, a shareholder of the Company and fund affiliated with Benjamin Franklin IV, a member of the Board, and Duc Pham, a member of the Board, in connection with the previously disclosed proxy solicitation relating to the Company’s 2025 Annual Meeting of Shareholders (the “Reimbursement”). The interested members of the Board recused themselves from all deliberations regarding approval of the Reimbursement and did not participate in the Board’s decision.

In approving the Reimbursement, the Board considered a number of factors, including but not limited to the following: the Company and all of its shareholders have shared in the benefits created by Riverstyx Fund, LP’s and Duc Pham’s actions to reconstitute the Board and improve the Company’s governance; shareholders representing a majority of the voting power of the Company had voted in favor of Riverstyx Fund, LP’s and Duc Pham’s nominees to the Board prior to the end of its proxy solicitation; it is a common practice to reimburse a shareholder’s expenses in connection with the settlement of a proxy contest; and, to conserve the Company’s cash position, the Reimbursement was approved contingent upon, and deferred until, such time that the Company is in a stronger financial position.

SIGNATURE

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.
March 3, 2026	By	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

FAQ

What did Charles & Colvard (CTHR) disclose in this 8-K filing?

Charles & Colvard disclosed Board approval to reimburse $406,188.72 of shareholder proxy solicitation expenses. These costs related to Riverstyx Fund, LP and Duc Pham’s campaign for the 2025 annual meeting, with payment deferred until the company is in a stronger financial position.

How much proxy solicitation expense will Charles & Colvard (CTHR) reimburse?

The Board approved reimbursement of $406,188.72 in reasonable and necessary expenses. These include legal fees, solicitation costs, and printing expenses incurred by Riverstyx Fund, LP and Duc Pham in connection with the contested 2025 annual shareholder meeting.

Who is receiving the reimbursement from Charles & Colvard (CTHR)?

Riverstyx Fund, LP and director Duc Pham will receive the reimbursement. Riverstyx Fund, LP is a shareholder affiliated with director Benjamin Franklin IV, and both parties incurred expenses during the proxy solicitation for the company’s 2025 Annual Meeting of Shareholders.

Why did the Charles & Colvard Board approve reimbursing proxy contest expenses?

The Board cited several reasons, including shared benefits from reconstituting the Board and improving governance and that a majority of voting power supported the Riverstyx and Pham nominees. It also noted such reimbursements are commonly made in settlements of proxy contests.

When will Charles & Colvard (CTHR) pay the approved reimbursement?

The reimbursement payment is contingent and deferred until Charles & Colvard is in a stronger financial position. The Board approved the obligation on February 19, 2026, but explicitly conditioned timing to conserve the company’s cash resources.

Did interested directors vote on the Charles & Colvard reimbursement decision?

No, interested Board members recused themselves from all deliberations. Only disinterested directors participated and voted on approving the $406,188.72 reimbursement related to the proxy solicitation for the 2025 Annual Meeting of Shareholders.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB