Rocky Mountain Chocolate explores strategic options

Rocky Mountain Chocolate Factory, Inc. announced that its Board of Directors, with the assistance of advisors, is exploring strategic alternatives for the company.

Rhea-AI Filing Summary

Rocky Mountain Chocolate Factory, Inc. announced that its Board of Directors, with the assistance of advisors, is exploring strategic alternatives for the company. These alternatives may include a possible sale, merger, other business combination, or a going-private transaction, and the company has received expressions of interest from third parties. The company states there is no assurance that this review will result in any transaction or strategic change. It plans not to provide further updates on the process unless the Board approves a specific transaction or determines additional disclosure is appropriate or legally required.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Disclosure date: August 11, 2026

1 metrics

Disclosure date August 11, 2026 Date the company described its strategic alternatives review

Key Terms

strategic alternatives, going-private transaction, Regulation FD Disclosure, forward-looking statements

4 terms

strategic alternatives financial

"The Company’s Board of Directors ... is exploring strategic alternatives"

Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.

going-private transaction financial

"may include, among other things, a possible sale, merger ... or a going-private transaction"

A going-private transaction is when a company’s publicly traded shares are bought out so the company is no longer listed on a stock exchange, usually by private investors or existing management. For investors it matters because public shareholders typically receive cash or other compensation and lose future public trading liquidity; the deal often includes a premium over the market price and signals a major strategic shift in how the business will be run.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of Section 27A"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What strategic review did RMCF disclose on August 11, 2026?

Rocky Mountain Chocolate Factory’s Board is exploring strategic alternatives, including a possible sale, merger, other business combination, or going-private transaction, with help from advisors and in response to expressions of interest from third parties.

Is Rocky Mountain Chocolate Factory (RMCF) actively for sale?

The Board is evaluating a potential sale as one of several strategic alternatives, but there is no assurance that the review will lead to a sale or any other transaction or strategic change.

Has RMCF received any offers or interest from third parties?

The company reports it has received expressions of interest from third parties in connection with its strategic alternatives review, but it does not specify terms, parties involved, or likelihood of any resulting transaction.

What types of transactions is RMCF considering in its strategic review?

The potential options include a sale, a merger, another form of business combination, or a going-private transaction, among other possible strategic alternatives that the Board and its advisors may evaluate.

Will RMCF provide ongoing updates about its strategic alternatives process?

The company states it does not intend to disclose further developments unless the Board approves a specific transaction or decides that additional disclosure is appropriate or required by law.

Does RMCF’s disclosure guarantee any change in control or going-private deal?

No. The company explicitly notes there can be no assurance that the strategic alternatives review will result in any transaction, business combination, or other strategic change for Rocky Mountain Chocolate Factory.

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 11, 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 7.01 Regulation FD Disclosure.

On August 11, 2026, during a meeting with employees and franchisees of Rocky Mountain Chocolate Factory, Inc. (the “Company”), the Company’s Interim Chief Executive Officer made certain statements regarding the Company’s strategic outlook, including that the Board of Directors may be evaluating a potential sale of the Company as part of its ongoing review of strategic alternatives.

In connection with these statements, the Company is disclosing the following information: The Company’s Board of Directors, with the assistance of its advisors, is exploring strategic alternatives that may be available to the Company, which alternatives may include, among other things, a possible sale, merger, or other business combination, or a going-private transaction. In connection with this process, the Company has received expressions of interest from third parties. There can be no assurance that this review of strategic alternatives will result in any transaction or other strategic change.

The Company does not intend to disclose further developments with respect to this process unless and until the Board of Directors has approved a specific transaction or otherwise determines that further disclosure is appropriate or required by law.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements regarding the Company’s exploration of strategic alternatives and the potential for a sale, merger, or other business combination. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the ability of the Company to consummate any transaction, the uncertainty of the strategic review process, general economic conditions, and other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

The information contained in this Current Report on Form 8-K, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any other filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language included in such filing, except as expressly set forth by specific reference in such filing.

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: August 11, 2026	ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
	By:	/s/ Carrie Cass
		Carrie Cass
		Chief Financial Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB