Charles & Colvard updates board, amends bylaws

Charles & Colvard, Ltd. reported several governance changes.

Accepted by SEC EDGAR 03/27/2026 - 05:28 PM EDT

(Moderate)

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Charles & Colvard, Ltd. reported several governance changes. Director Duc Pham resigned from the board effective March 25, 2026, with the company stating his departure did not involve any disagreement over operations, policies, or practices. He previously served on the Audit Committee and chaired the Compensation Committee, and the board size was reduced from four to three members.

Michael Levin’s role as Executive Chair, originally a three‑month appointment beginning January 5, 2026, was extended by one additional month. During this extended term, he will be paid $7,500 per month in place of standard board compensation. The board also amended the bylaws on March 27, 2026 to change the permitted board size range from between four and nine directors to between three and nine directors, aligning the bylaws with the new board structure.

8-K Event Classification

3 items: 5.02, 5.03, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Charles & Colvard disclosed that director Duc Pham resigned from the board effective March 25, 2026. Following his departure, the company reduced its board size from four to three directors and later amended its bylaws to allow between three and nine directors.

Did Duc Pham’s resignation from Charles & Colvard’s board involve any disagreement?

The company stated that Duc Pham’s resignation did not result from any disagreement with Charles & Colvard, its board, or management. It specifically noted there were no issues related to operations, policies, or practices underlying his decision to leave the board.

How did Duc Pham’s departure affect Charles & Colvard (CTHR) board committees?

Before resigning, Duc Pham served on the Audit Committee and chaired the Compensation Committee. His departure removes him from both roles, and the filing indicates the overall board size was reduced from four to three members following his resignation.

What changes did Charles & Colvard make to its bylaws regarding board size?

On March 27, 2026, Charles & Colvard amended its bylaws to allow a board size between three and nine directors. Previously, the bylaws permitted between four and nine directors, so the amendment primarily lowers the minimum board size requirement by one director.

What is Michael Levin’s role and compensation at Charles & Colvard during the extended term?

Michael Levin serves as Executive Chair. His initial three‑month term from January 5, 2026 was extended by one month. During this extended period, he will receive $7,500 per month for Executive Chair duties instead of any other board compensation to which he might otherwise be entitled.

Why did Charles & Colvard extend Michael Levin’s Executive Chair term?

The board approved extending Michael Levin’s initial three‑month Executive Chair term by one additional month on March 25, 2026. The filing describes the extension and related compensation but does not provide further detail on the board’s reasons beyond formal approval of the extended term.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

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): March 23, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 23, 2026, Duc Pham, a member of the board of directors (the “Board”) of Charles & Colvard, Ltd. (the “Company”), notified the Company of his intention to resign from the Board, which became effective on March 25, 2026.

His resignation from the Board was not the result of any disagreement with the Company, the Board, or Company management on any matter relating to the Company’s operations, policies or practices. Mr. Pham was a member of the Audit Committee and was Chair of the Compensation Committee.

In connection with the resignation of Mr. Pham, the size of the Board was subsequently decreased from four to three members.

(c) As previously reported, Michael Levin was appointed by the Board to serve as Executive Chair on January 5, 2026 for an initial term of three months. On March 25, 2026, the Board approved extending the term of Mr. Levin’s appointment for an additional one-month period (the “Extended Term”).

(e) During the Extended Term, the Board determined that Mr. Levin will receive $7,500 per month for his services as Executive Chair, in lieu of any other Board compensation applicable for the time period during which he is acting as Executive Chair.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 27, 2026, the Board amended the Company’s Bylaws to provide that the number of directors constituting the Board can be between three and nine directors, which was previously between four and nine directors.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description of Document
3.1	Amendment of Bylaws, effective March 27, 2026

104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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 27, 2026	By	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents