Sec Form 4 Filing - O'CONNELL DON @ CHARLES & COLVARD LTD - 2025-08-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person O'CONNELL DON 2. Issuer Name and Ticker or Trading Symbol CHARLES & COLVARD LTD [ CTHR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 170 SOUTHPORT DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2025 (Street) MORRISVILLE, NC27560 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 46,447 D Common Stock 25,599 I By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Award $ 0 ( 1 ) 08/21/2025 A 240,000 ( 2 ) ( 2 ) Common stock ( 2 ) 240,000 $ 0 240,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'CONNELL DON 170 SOUTHPORT DRIVE MORRISVILLE, NC27560 X President & CEO Signatures /s/ Clint J. Pete, Attorney-in-Fact 08/25/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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