STOCK TITAN

Rocky Mountain Chocolate (RMCF) names COO with bonus and stock awards

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rocky Mountain Chocolate Factory, Inc. (RMCF) appointed David Denker as Chief Operating Officer and principal operating officer, effective August 14, 2026. The Board approved the appointment and an amendment to his employment terms on August 18, 2026, and later announced it publicly in a press release.

Under the amended employment agreement, Denker receives an annual base salary of $185,000 and is eligible for an annual cash incentive bonus targeted at 50% of base salary based on company performance goals. He is also eligible for restricted stock unit awards valued at $82,500 at target performance, vesting on achievement of specified performance goals and continued service.

Denker is an at-will employee. If his employment is terminated by the company without Cause or by him for Good Reason, he is entitled to cash severance equal to three months of base salary and reimbursement of three months of COBRA premiums, subject to the employment agreement’s conditions. The company states there are no family relationships or related-party transactions requiring disclosure.

Positive

  • None.

Negative

  • None.

Filing Explained

David Denker is now Rocky Mountain Chocolate Factory’s Chief Operating Officer, effective August 14, 2026, with responsibility expanded beyond franchise development to include manufacturing, production, franchise operations and development. This changes executive operating coverage but does not itself change ownership or reported financing.

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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
COO annual base salary $185,000 Annual base salary for David Denker as Chief Operating Officer
Target annual cash incentive bonus 50% of annual base salary Initial target bonus percentage for COO based on company performance goals
Equity incentive RSU value at target performance $82,500 Value of restricted stock units available to the COO at target performance
Cash severance period 3 months of base salary Severance if terminated without Cause or for Good Reason
COBRA reimbursement period 3 months COBRA premium continuation reimbursement after qualifying termination
Locations operated approximately 250 Rocky Mountain Chocolate Factory locations operated with franchisees and licensees
Effective date of COO role August 14, 2026 Date David Denker’s appointment as COO became effective
at-will employee regulatory
"Mr. Denker is an at-will employee."
restricted stock units financial
"eligible for an equity incentive grant in the form of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
COBRA premium continuation regulatory
"reimbursement for COBRA premium continuation payments for a period of three (3) months"
Good Reason regulatory
"Mr. Denker terminates his employment for Good Reason (as defined in the Employment Agreement)"
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Certified Franchise Executive other
"Mr. Denker ... is a Certified Franchise Executive."

FAQ

What executive change did RMCF announce in this Form 8-K?

RMCF announced the appointment of David Denker as Chief Operating Officer and principal operating officer, effective August 14, 2026, following approval by the Board of Directors on August 18, 2026.

What is David Denker’s compensation package as COO of RMCF?

As COO, David Denker’s annual base salary is $185,000. He is eligible for an annual cash incentive bonus with a target of 50% of base salary and an equity incentive grant of restricted stock units valued at $82,500 at target performance.

What severance benefits does RMCF’s COO receive upon certain terminations?

If RMCF terminates David Denker without Cause or he resigns for Good Reason, he is entitled to: (a) a cash payment equal to three months of base salary, and (b) reimbursement of three months of COBRA premium continuation payments, subject to employment agreement conditions.

Is RMCF’s new COO employed on a fixed term or at will?

David Denker is an at-will employee, meaning his employment can be terminated by either RMCF or Denker at any time, subject to the severance protections described in his employment agreement for qualifying terminations.

What equity incentives are available to the RMCF COO under the agreement?

The COO is eligible for an equity incentive grant in the form of restricted stock units with a value of $82,500 at target performance. These RSUs vest based on specified annual performance goals and his ongoing service with the company.

How large is Rocky Mountain Chocolate Factory’s store network mentioned in the release?

The company reports operating, together with its franchisees and licensees, approximately 250 Rocky Mountain Chocolate Factory locations across the United States and internationally.

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

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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): August 18, 2026

 

 

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36865   47-1535633
(State or other jurisdiction
of incorporation
  (Commission File Number   (IRS Employer
Identification No.)

 

265 Turner Drive

Durango, Colorado 81303

(Address of principal executive offices) (Zip Code)

 

(970) 259-0554

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:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, $0.001 par value per share   RMCF   Nasdaq Capital Market

 

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 checkmark 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.

 

Appointment of Chief Operating Officer

 

On August 18, 2026, the Board of Directors (the “Board”) of Rocky Mountain Chocolate Factory, Inc. (the “Company”) approved the appointment of David Denker as Chief Operating Officer (principal operating officer) of the Company, effective August 14, 2026.

 

Mr. Denker, age 39, has served as the Company’s Vice President of Franchise Development since September 2025 and subsequently assumed broader leadership responsibilities across the Company. Prior to joining the Company, from July 2024 through August 2025, Mr. Denker served as President and Chief Growth Officer of Cookie Plug, where his responsibilities included franchise operations and development, merchandising, marketing and product innovation. From January 2024 through July 2024, Mr. Denker served as Fractional Senior Vice President of Operations for Salty Dawg, and prior to that, he spent more than a decade with The Vitamin Shoppe and related entities, including serving as Senior Director of Franchise and International Development from November 2021 through December 2023 and as Senior Director of New Business Development and International from December 2019 through November 2021, where he was responsible for franchise strategy and development, international expansion, new business development and the growth of alternative channels. Mr. Denker holds a Bachelor of Science in Business Administration from the University of Vermont and is a Certified Franchise Executive.

 

There are no arrangements or understandings between Mr. Denker and any other person pursuant to which he was appointed as Chief Operating Officer of the Company. There are no family relationships between Mr. Denker and any director or executive officer of the Company and there are no related party transactions between the Company and Mr. Denker which would require disclosure under Item 404 of Regulation S-K.

 

Chief Operating Officer Employment Agreement

 

On August 18, 2026, the Company entered into an amendment to Mr. Denker’s offer of employment (the “Amendment”) in connection with his appointment as Chief Operating Officer, effective August 16, 2026, amending Mr. Denker’s original offer of employment, dated August 17, 2025 (the “Employment Agreement”). Pursuant to the Amendment, Mr. Denker was appointed Chief Operating Officer and his annual base salary will be $185,000, payable in accordance with the Company’s normal payroll practices and procedures.

 

Pursuant to the terms of the Employment Agreement, Mr. Denker is eligible for an annual cash incentive bonus with an initial target of 50% of his annual base salary, based on the achievement of Company performance goals as established by the Compensation Committee of the Board of Directors. Mr. Denker is also eligible for an equity incentive grant in the form of restricted stock units, with a value of $82,500 at target performance, vesting based on the achievement of specified performance goals set annually and ongoing service with the Company.

 

Mr. Denker is an at-will employee. If the Company terminates Mr. Denker’s employment without Cause or Mr. Denker terminates his employment for Good Reason (as defined in the Employment Agreement), Mr. Denker will receive: (a) a cash amount equal to three (3) months of his base salary, and (b) reimbursement for COBRA premium continuation payments for a period of three (3) months following the date of termination, subject to compliance with the terms of the Employment Agreement.

 

The foregoing summary of the terms of the Employment Agreement and the Amendment and does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement and the Amendment, copies of which are included as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and incorporated herein by reference.

 

1

 

 

Item 8.01. Other Events

 

On August 24, 2026, the Company issued a press release announcing Mr. Denker’s appointment as Chief Operating Officer. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1*   Offer of Employment, dated August 17, 2025, by and between Rocky Mountain Chocolate Factory, Inc. and David Denker.
10.2*   Amendment to Offer of Employment, dated August 18, 2026, by and between Rocky Mountain Chocolate Factory, Inc. and David Denker.
99.1   Press Release, dated August 24, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Management contract or compensatory plan.

 

2

 

 

SIGNATURES

 

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.

 

Date: August 24, 2026 ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
   
  By: /s/ Carrie Cass
    Carrie Cass
    Chief Financial Officer

 

3

 

Exhibit 99.1

 

 

Rocky Mountain Chocolate Factory Appoints David Denker as Chief Operating Officer

 

Expanded leadership role strengthens focus on production, merchandising, operational excellence, franchise support and sustainable growth

 

DURANGO, Colo., August 24, 2026 (GLOBE NEWSWIRE) -- Rocky Mountain Chocolate Factory, Inc. (Nasdaq: RMCF) (the “Company” or “RMCF”), America’s Chocolatier® since 1981, today announced the appointment of David Denker, CFE, as Chief Operating Officer.

 

Mr. Denker, who has served as Vice President of Franchise Development since joining RMCF in 2025, will assume broader responsibility for the Company’s operations, including its Durango manufacturing and production operations, franchise operations and franchise development.

 

While leading franchise development, Mr. Denker has contributed to the Company’s new store openings, remodels and omnichannel strategies. In his expanded role, he will focus on driving continuous improvement across the organization and building the operating infrastructure necessary to support RMCF’s long-term growth strategy.

 

Mr. Denker’s key priorities will include:

 

Improving production consistency, capacity, efficiency and product availability while maintaining the quality and craftsmanship that have defined RMCF;

 

Creating greater alignment across product development, vendor strategy and sourcing, merchandising, marketing and the experience delivered to guests across the brand; and

 

Advancing the Company’s experiential retail, new store, remodel and omnichannel strategies, including in-store, digital ordering, delivery, catering and other channels.

 

“David’s impact at Rocky Mountain Chocolate Factory has extended well beyond franchise development,” said Al Harper, Interim Chief Executive Officer of Rocky Mountain Chocolate Factory. “He has played an important role in shaping our strategic plan and has a strong understanding of what our franchise partners need to be successful. David brings an operator’s mindset, extensive franchise experience and a strong focus on turning strategy into action. As we move into our next phase, execution is critical, and expanding David’s leadership creates greater alignment between our factory in Durango, our franchise system, our stores and ultimately the experience we deliver to our guests.”

 

“Our opportunity is to connect all parts of the business around a common operating rhythm and a culture of continuous improvement,” said Mr. Denker. “That means asking every day how we can operate more efficiently and better support our franchise partners. Rocky Mountain Chocolate Factory is an iconic brand with a passionate franchise community and a team in Durango that takes tremendous pride in the products we make. Our responsibility is to build on those strengths while preserving the craftsmanship, experiential retail and innovation that make Rocky Mountain Chocolate Factory special.”

 

 

 

 

About David Denker

 

Prior to joining RMCF, Mr. Denker served as President and Chief Growth Officer of Cookie Plug, where his responsibilities included franchise growth and initiatives across operations, training, marketing and loyalty. Previously, Mr. Denker spent approximately a decade with The Vitamin Shoppe, where he designed and launched the company’s omnichannel franchise program and negotiated international licensing agreements that supported the opening of more than 30 locations across international markets. Mr. Denker holds a Bachelor of Science in Business Administration from the University of Vermont and is a Certified Franchise Executive.

 

About Rocky Mountain Chocolate Factory, Inc.

 

Rocky Mountain Chocolate Factory, Inc. is a leading franchisor, manufacturer and retailer of premium chocolates and other confectionery products. As America’s Chocolatier® since 1981, the Company produces an extensive assortment of premium chocolates, gourmet caramel apples and other handcrafted confections. Headquartered in Durango, Colorado, Rocky Mountain Chocolate Factory is ranked among Entrepreneur’s Franchise 500® for 2026. Together with its franchisees and licensees, the Company operates approximately 250 Rocky Mountain Chocolate Factory locations across the United States and internationally. The Company’s common stock is listed on the Nasdaq Global Market under the symbol “RMCF.”

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future operational initiatives, strategic priorities, product innovation, franchise growth, and shareholder value creation. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties are described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements except as required by applicable law.

 

Investor Contact

 

Sean Mansouri, CFA

Elevate IR

(720) 330-2829

RMCF@elevate-ir.com

 

Media Contact

 

Raymond Barrett
Director of Marketing
(305) 801-5641
rbarrett@rmcf.net

 

 

 

Filing Exhibits & Attachments

6 documents