Don O'Connell - 21 Aug 2025 Form 4 Insider Report for CHARLES & COLVARD LTD (CTHR)

Role: President & CEO, Director
Signature: /s/ Clint J. Pete, Attorney-in-Fact
Issuer symbol: CTHR
Transactions as of: 21 Aug 2025
Net transactions value: $0
Form type: 4
Filing time: 25 Aug 2025, 21:46:12 UTC
Previous filing: 07 Mar 2024
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
O'CONNELL DON	President & CEO, Director	170 SOUTHPORT DRIVE, MORRISVILLE	/s/ Clint J. Pete, Attorney-in-Fact	25 Aug 2025	0001707186

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CTHR	Common Stock						46,447	21 Aug 2025	Direct
holding	CTHR	Common Stock						25,599	21 Aug 2025	By 401(k)

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CTHR	Restricted Stock Award	Award	$0	+240,000		$0.000000	240,000	21 Aug 2025	Common stock	240,000	$0.000000	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The restricted stock was granted pursuant to the Charles & Colvard, Ltd. (the "Issuer") Fiscal 2026 Executive Incentive Program. The reporting person will elect within one week of the Issuer's filing of its Annual Report on Form 10-K for fiscal year ended June 30, 2025 to either receive (1) 65% of the restricted stock, which will convert into the Issuer's common stock upon the vesting parameters outlined in footnote 2 below and the remaining 35% of the restricted stock will be converted into a cash bonus award; or (2) 100% of the restricted stock, which will convert into the Issuer's common stock upon the vesting parameters outlined in footnote 2 below. However, the two options noted above can be changed for future vesting tranches no less than three months before such vesting event.
F2	Represents restricted stock vesting quarterly over three years beginning October 1, 2025, however the October 1, 2025 and the January 1, 2026 tranches will both vest on January 1, 2026 for a total of 40,000 shares of restricted stock vesting on January 1, 2026, and the remaining ten tranches will vest quarterly thereafter.

Content

The restricted stock was granted pursuant to the Charles & Colvard, Ltd. (the "Issuer") Fiscal 2026 Executive Incentive Program. The reporting person will elect within one week of the Issuer's filing of its Annual Report on Form 10-K for fiscal year ended June 30, 2025 to either receive (1) 65% of the restricted stock, which will convert into the Issuer's common stock upon the vesting parameters outlined in footnote 2 below and the remaining 35% of the restricted stock will be converted into a cash bonus award; or (2) 100% of the restricted stock, which will convert into the Issuer's common stock upon the vesting parameters outlined in footnote 2 below. However, the two options noted above can be changed for future vesting tranches no less than three months before such vesting event.

Represents restricted stock vesting quarterly over three years beginning October 1, 2025, however the October 1, 2025 and the January 1, 2026 tranches will both vest on January 1, 2026 for a total of 40,000 shares of restricted stock vesting on January 1, 2026, and the remaining ten tranches will vest quarterly thereafter.