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  4. [8-K] Rocky Mountain Chocolate Factory, Inc. Reports Material Event

Allen Harper takes interim CEO role at Rocky Mountain Chocolate (RMCF)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rocky Mountain Chocolate Factory appointed Allen C. Harper as Interim Chief Executive Officer and Principal Executive Officer, effective June 29, 2026. Harper, age 81, previously led American Heritage Railways, which operates tourist railroads including the Durango & Silverton Narrow Gauge Railroad.

American Heritage Railways reported beneficial ownership of 810,459 shares of the company’s common stock in a recent Schedule 13D/A, and Harper directly owns 1,911 shares, for total reported beneficial ownership of 812,370 shares. The board approved aggregate interim compensation of $200,000, to be paid in a mix of cash and restricted stock units, with final terms to be disclosed in a later filing.

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Insights

Interim CEO appointment ties management closely to a major shareholder.

The company named Allen C. Harper Interim CEO and Principal Executive Officer while he remains controlling shareholder of American Heritage Railways, which reported beneficial ownership of 810,459 shares. This aligns executive leadership with a significant equity holder.

Harper’s background in transportation, hospitality, and licensing adds operating experience but also concentrates influence, as his total reported beneficial ownership is 812,370 shares. The board set interim compensation at $200,000 in cash and restricted stock units, with remaining terms to be finalized and disclosed in a subsequent filing.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Interim CEO compensation $200,000 Aggregate compensation for Allen C. Harper’s interim service period
AHR beneficial ownership 810,459 shares American Heritage Railways’ reported beneficial ownership of common stock in Schedule 13D/A
Direct shares owned by Harper 1,911 shares Direct ownership of Rocky Mountain Chocolate Factory common stock
Total reported beneficial ownership 812,370 shares Combined AHR and Allen C. Harper beneficial ownership
Effective date of appointment June 29, 2026 Allen C. Harper becomes Interim CEO and Principal Executive Officer
Age of interim CEO 81 Age of Allen C. Harper at time of appointment
Interim Chief Executive Officer financial
"appointed Allen C. Harper as Interim Chief Executive Officer and Principal Executive Officer"
An interim chief executive officer is a temporary leader appointed to run a company while the board searches for a permanent CEO or manages an unexpected departure. Investors pay attention because this person shapes near-term strategy, stability and market confidence—like a substitute driver steering the car until the regular driver returns—and their actions and credibility can influence share price, hiring and major deals.
Principal Executive Officer financial
"as Interim Chief Executive Officer and Principal Executive Officer of the Company"
The principal executive officer is the highest-ranking manager who leads a company’s overall strategy, operations and public communication—often acting like the captain of a ship who sets direction and makes final calls. Investors watch this person because their decisions, credibility and ability to deliver results shape company performance, risk and market confidence, and changes in that role can directly affect stock value and corporate accountability.
Schedule 13D/A regulatory
"AHR reported beneficial ownership of 810,459 shares ... in a Schedule 13D/A"
A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.
beneficial ownership financial
"AHR reported beneficial ownership of 810,459 shares of the Company’s common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
restricted stock units financial
"to be paid in a combination of cash and 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.
Regulation S-K regulatory
"required to be disclosed pursuant to Item 404(a) of Regulation S-K"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

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FAQ

What leadership change did Rocky Mountain Chocolate Factory (RMCF) announce?
Rocky Mountain Chocolate Factory appointed Allen C. Harper as Interim Chief Executive Officer and Principal Executive Officer, effective June 29, 2026. He brings a long background leading American Heritage Railways and related transportation and hospitality businesses, and previously served on the company’s board from November 2024 to September 2025.

What is Allen C. Harper’s ownership interest in Rocky Mountain Chocolate Factory (RMCF)?
American Heritage Railways, controlled by Allen C. Harper, reported beneficial ownership of 810,459 RMCF common shares in a Schedule 13D/A. Harper also directly owns 1,911 shares, giving total reported beneficial ownership of 812,370 shares, aligning his interests with other Rocky Mountain Chocolate Factory shareholders.

How will Rocky Mountain Chocolate Factory (RMCF) compensate its new interim CEO?
The board approved aggregate compensation of $200,000 for Allen C. Harper’s interim CEO service period. This will be paid in a combination of cash and restricted stock units, although the precise allocation and certain other material terms will be finalized and disclosed in a later filing.

Does American Heritage Railways control Rocky Mountain Chocolate Factory (RMCF)?
American Heritage Railways is not a parent or subsidiary of Rocky Mountain Chocolate Factory but may be deemed an affiliate due to its beneficial ownership of RMCF common stock. Allen C. Harper is the controlling shareholder of American Heritage Railways and now serves as RMCF’s Interim CEO.

Are there related‑party or family relationships tied to Allen C. Harper’s appointment at RMCF?
The company states there are no transactions or relationships with Allen C. Harper or his immediate family requiring disclosure under Item 404(a) of Regulation S‑K. It also reports no family relationships between Harper and any director or executive officer that require disclosure under Item 401(d).

Are there special arrangements behind Allen C. Harper’s appointment as interim CEO of RMCF?
The company reports no arrangements or understandings between Allen C. Harper and any other person pursuant to which he was appointed interim Chief Executive Officer and Principal Executive Officer. His appointment was made by the board of directors without disclosable side agreements or family relationships influencing the decision.
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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): June 29, 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.

 

On June 29, 2026, the Board of Directors (the “Board”) of Rocky Mountain Chocolate Factory, Inc. (the “Company”) appointed Allen C. Harper as Interim Chief Executive Officer and Principal Executive Officer of the Company, effective immediately. Mr. Harper, age 81 served as Chief Executive Officer of American Heritage Railways, Inc. (“AHR”) until his resignation from that position in connection with his appointment, and continues to serve as Chairman of AHR’s board of directors. AHR operates tourist railroad and related hospitality and entertainment businesses through subsidiaries including the Durango & Silverton Narrow Gauge Railroad and the Great Smoky Mountains Railroad. AHR is not a parent or subsidiary of the Company but, by virtue of its beneficial ownership of the Company’s common stock, may be deemed an affiliate of the Company. During the past five years, Mr. Harper’s principal occupations have included his service as Chief Executive Officer and Chairman of AHR and Chief Executive Officer of Rail Events, Inc., where he managed licensing agreements, including The Polar Express, and oversaw American Heritage Railways Hotels and True West Rodeos. Mr. Harper previously served as a member of the Board from November 2024 to September 2025. His prior business experience includes service as Board Chair and Chief Executive Officer of Esslinger Wooten Maxwell, Inc. Realtors and as Board Chair and President of First Reserve Realty, Inc; Board Chair of Recchi American, Inc.; and a Board Member of the Florida East Coast Railroad. Earlier in his career, he served as Board Chair of First American Railways, Inc. and as President of Cheezem Development Corporation. Mr. Harper is a licensed real estate broker in Florida. He holds a Bachelor of Arts degree in Business and Sociology from Principia College and completed postgraduate studies in Finance at the University of Missouri, St. Louis.

 

Mr. Harper is also the controlling shareholder of AHR. AHR reported beneficial ownership of 810,459 shares of the Company’s common stock in a Schedule 13D/A filed with the Securities and Exchange Commission on June 10, 2026, and Mr. Harper directly owns 1,911 shares of the Company’s common stock, resulting in reported beneficial ownership of 812,370 shares. Except as described in this Current Report on Form 8-K, there are no transactions or relationships between Mr. Harper (or his immediate family members) and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

There are no arrangements or understandings between Mr. Harper and any other person pursuant to which he was appointed as interim Chief Executive Officer and Principal Executive Officer of the Company. There are no family relationships between Mr. Harper and any director or executive officer of the Company that would require disclosure pursuant to Item 401(d) of Regulation S-K.

 

In connection with Mr. Harper’s appointment, the Board approved aggregate compensation of $200,000 for the interim service period, to be paid in a combination of cash and restricted stock units. The Company has not yet finalized the allocation between cash and restricted stock units or certain other material terms of Mr. Harper’s compensation arrangements. Any such arrangements will be disclosed in a subsequent filing, as required.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number		   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: July 6, 2026 ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
   
  By: /s/ Carrie Cass
    Carrie Cass
    Chief Financial Officer

 

2

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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