Charles & Colvard (CTHR) ousts CEO, names Board Chair Michael Levin Executive Chair

Rhea-AI Filing Summary

Charles & Colvard, Ltd. reported a leadership change following the Board’s decision on January 5, 2026 to terminate Don O’Connell as President and Chief Executive Officer, without “Cause” as defined in his employment agreement. This means he is leaving the company, but not for reasons classified as cause under his contract.

The Board appointed current Board Chair Michael Levin, age 63, to serve as Executive Chair for an initial three-month term to oversee the company’s affairs, lead the executive team, and conduct a search for a new Chief Executive Officer. For this period, Mr. Levin will receive $18,000 per month for his Executive Chair role instead of his usual Board compensation. The company states that he has extensive financial, accounting, investment, audit and marketing experience, no family relationships with other executives or directors, and no material related-party transactions that require disclosure.

Positive

• None.

Negative

• CEO termination without cause creates leadership uncertainty as Charles & Colvard’s Board removed Don O’Connell as President and Chief Executive Officer effective January 5, 2026.

Insights

Corporate governance and leadership transitions analyst

CEO termination without cause and interim Executive Chair appointment create leadership transition risk.

Charles & Colvard’s Board terminated President and CEO Don O’Connell without “Cause” effective January 5, 2026. A termination at this level is inherently significant because it changes who sets strategy and oversees day-to-day operations. The absence of disclosed cause details limits insight into underlying drivers, but investors typically view unexpected CEO departures as a potential source of uncertainty.

The Board has moved the existing Chair, Michael Levin, into an Executive Chair role for an initial three-month term to “oversee the affairs of the Company,” lead the executive team, and run the CEO search. This concentrates both board leadership and interim executive authority in one person, which can streamline decision-making but also reduces separation between oversight and management.

Mr. Levin will receive $18,000 per month while serving as Executive Chair, replacing his other Board compensation during that period. The company highlights his financial, accounting, investment, audit and marketing background and notes no family relationships or material related-party transactions, which supports independence. The ultimate impact will depend on the outcome and timing of the CEO search described for this initial three-month window.

8-K Event Classification

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

1 item

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.

Understanding 8-K Material Events →

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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): January 5, 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 January 5, 2026, the Board of Directors (the “Board”) of Charles & Colvard, Ltd. (the “Company”) approved, effective as of January 5, 2026, the termination of Don O’Connell as President and Chief Executive Officer of the Company, without “Cause” (as defined under Mr. O’Connell’s Employment Agreement).

(c)

On January 5, 2026, the Board appointed Michael Levin, age 63, the current Board Chair, to serve as Executive Chair in order to oversee the affairs of the Company, lead the executive team, and conduct a search for a Chief Executive Officer for an initial term of three months. The Board determined that Mr. Levin will receive $18,000 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. Mr. Levin has significant financial, accounting, investment, audit and marketing expertise derived from positions with private and public operating companies and investment companies. Mr. Levin has no family relationships with any executive officer or director of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Further, there are no arrangements or understandings between Mr. Levin and any other person pursuant to which he was selected to become the Executive Chair of the Company.

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.
January 7, 2026	By	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

FAQ

What leadership change did Charles & Colvard (CTHR) disclose on January 5, 2026?

Charles & Colvard disclosed that its Board of Directors terminated Don O’Connell as President and Chief Executive Officer, effective January 5, 2026, without “Cause” as defined in his employment agreement.

Who is leading Charles & Colvard (CTHR) after the CEO termination?

The Board appointed current Board Chair Michael Levin to serve as Executive Chair for an initial three-month term to oversee the company’s affairs, lead the executive team, and conduct a search for a new Chief Executive Officer.

How much will Michael Levin be paid as Executive Chair at Charles & Colvard (CTHR)?

During his initial three-month term as Executive Chair, Michael Levin will receive $18,000 per month for his services, in lieu of any other Board compensation for that period.

Why was Don O’Connell’s employment with Charles & Colvard (CTHR) terminated?

The company states that Don O’Connell was terminated as President and Chief Executive Officer without “Cause”, using the definition in his employment agreement; no additional reasons are provided in the disclosure.

Does Michael Levin have any related-party relationships at Charles & Colvard (CTHR)?

The company states that Michael Levin has no family relationships with any executive officer or director and has no direct or indirect material interest in any transaction that would need to be disclosed under Item 404(a) of Regulation S-K.

How long is Michael Levin expected to serve as Executive Chair at Charles & Colvard (CTHR)?

The Board appointed Michael Levin as Executive Chair for an initial term of three months to oversee the company’s affairs and conduct the search for a new Chief Executive Officer.