Charles & Colvard (CTHR) Proxy Filing summary

Executive summary

• Riverstyx Capital Management and affiliates, holding approximately 17% of shares pre-dilution, are soliciting proxies to elect four nominees to the board at the October 13, 2025 annual meeting, aiming to replace four incumbent directors and effect a change in board control.

• The solicitation is in response to concerns over financial discipline, dilutive financings, and strategic missteps, including a recent large stock issuance and failure to adapt to market trends in lab-grown diamonds.

• Riverstyx's plan includes restoring the balance sheet, improving governance, simplifying the product mix, and focusing on certified lab-grown gemstones to rebuild customer trust and drive long-term value.

Voting matters and shareholder proposals

• The primary proposal is the election of four Riverstyx nominees (Benjamin O. Franklin IV, Michael R. Levin, Duc Pham, Lloyd M. Sems) to the board for a one-year term expiring at the 2026 annual meeting.

• Shareholders are urged to vote “FOR ALL” Riverstyx nominees and “AGAINST ALL” company nominees using the BLUE universal proxy card.

• Directors are elected by plurality; shareholders may vote for up to five nominees, and only the latest valid proxy counts.

• Riverstyx intends to solicit proxies from at least 67% of voting shares required to elect their nominees.

Board of directors and corporate governance

• The board currently consists of five directors, all up for annual election; Riverstyx seeks to install four new directors, which would constitute a majority if three or more are elected.

• Nominees bring expertise in finance, investment, audit, marketing, and jewelry industry operations; none are current or former company employees or affiliates.

• Nominees have entered into a group agreement for indemnification related to their candidacy and proxy solicitation.

• If elected, nominees are expected to be independent under SEC rules.