Rocky Mountain Chocolate to sell property for $6.6M
The lease is set to begin at closing with $624,000 in first-year annual base rent and 2% annual increases thereafter.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Rocky Mountain Chocolate Factory, Inc. agreed to sell its Durango property to American Heritage Legacies, LLC for $6.6 million, with closing expected on or about October 15, 2026. AHL is controlled by the family of Interim CEO Allen Harper, making the transaction a related-party transaction. The company expects net proceeds to repay $6.6 million of notes bearing 12% annual interest, payable to RMC Credit Facility LLC, affiliated with director Steven L. Craig, and RMCF2 Credit, LLC, affiliated with former Interim CEO and current director Jeffrey R. Geygan.
The lease begins at closing for an initial 10-year term, with a 10-year renewal option. First-year annual base rent is $624,000, rising 2% annually; RMCF continues paying property ownership, operating and maintenance costs and using the site as its headquarters, production and warehouse facility. If a Change of Control occurs, the lease terminates under its terms; AHL may require RMCF to repurchase the property for the greater of $6.93 million or appraised value. Disinterested board members and the Audit Committee approved the agreements, and Harper recused himself.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Expected proceeds would repay $6.6 million of notes bearing 12% annual interest. 80% of market cap
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.At closing, $624,000 first-year rent rises 2% annually; property costs remain.
8-K Event Classification
Key Figures
Key Terms
sale-leaseback financial
promissory notes financial
independent appraisal financial
Change of Control regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is RMCF selling its Durango property for, and how will it use the proceeds?
What are the rent terms for RMCF's Durango lease?
What happens to RMCF's Durango lease after a change of control?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
Sale-Leaseback of the Durango Property
On September 29, 2026, the Board of Directors (the “Board”) of Rocky Mountain Chocolate Factory, Inc. (the “Company”) approved a sale-leaseback of the Company’s property at 265 Turner Drive, Durango, Colorado (the “Durango Property”) with American Heritage Legacies, LLC (“AHL”). AHL is a local company controlled by the family of Allen Harper, the Company’s Interim Chief Executive Officer.
On September 30, 2026, the Company and AHL entered into a Contract to Buy and Sell Real Estate (Commercial) (the “Purchase Agreement”). Under the Purchase Agreement, the Company agreed to sell the Durango Property to AHL for $6.6 million. An independent appraisal of the Durango Property supported the purchase price. The Company expects to use the net proceeds to repay an aggregate of $6.6 million of outstanding promissory notes to RMC Credit Facility LLC, a Colorado limited liability company affiliated with Steven L. Craig who is currently a member of our Board, and RMCF2 Credit, LLC, a special purpose investment entity affiliated with Jeffrey R. Geygan, our former Interim Chief Executive Officer and current member of our Board (the “Notes”). The Notes accrue interest at 12% per annum. The Purchase Agreement also contains customary terms and conditions and is expected to close on or about October 15, 2026.
On October 1, 2026, the Company, as tenant, and AHL, as landlord, entered into a Commercial Lease for the Durango Property (the “Lease”). The Lease will commence on closing of the sale and has an initial term of ten years, with an option to renew for an additional ten-year term. Annual base rent is $624,000 for the first year and will increase by 2% annually thereafter. The Company will continue to pay all costs of owning, operating and maintaining the Durango Property, and the Durango Property will continue to serve as the Company’s corporate headquarters and its production and warehouse facility.
If the Company undergoes a Change of Control (as defined in the Lease), the Lease shall terminate in accordance with the terms of the Lease. In the event of a Change of Control, at AHL’s option, the Company must buy back the Durango Property for the greater of $6.93 million or its appraised value. The Lease also includes other customary terms for an agreement of this kind.
The agreements described in this Current Report on Form 8-K and the transactions contemplated thereby were reviewed and approved by the disinterested members of the Board and the Audit Committee of the Board in accordance with the Company’s Related Party Transaction Policy.
The foregoing description of the terms of the Purchase Agreement and the Lease does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement and the Lease, copies of which are included as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 7.01 Regulation FD.
On October 6, 2026, the Company issued a press release (the “Release”) announcing the sale-leaseback of the Durango Property. A copy of the Release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 No. | Description | |
| 10.1 | Contract to Buy and Sell Real Estate (Commercial), effective September 30, 2026, between Rocky Mountain Chocolate Factory, Inc. and American Heritage Legacies, LLC. | |
| 10.2 | Commercial Lease, dated October 1, 2026, between American Heritage Legacies, LLC and Rocky Mountain Chocolate Factory, Inc. | |
| 99.1 | Press Release, dated October 6, 2026. | |
| 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: October 6, 2026 |
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. | |
| By: | /s/ Carrie Cass | |
|
Carrie Cass | ||
| Chief Financial Officer | ||
2
Exhibit 99.1
Rocky Mountain Chocolate Factory Announces $6.6 Million Sale-Leaseback of Durango Property
DURANGO, Colo., October 6, 2026 (GLOBE NEWSWIRE) -- Rocky Mountain Chocolate Factory, Inc. (Nasdaq: RMCF) (the “Company” or “RMCF”), America’s Chocolatier® since 1981, today announced it has signed a $6.6 million sale-leaseback agreement with American Heritage Legacies, LLC, involving its Durango, Colorado property. American Heritage Legacies, LLC, is a local company controlled by the family of Allen Harper, the Company’s Interim Chief Executive Officer. As such, the sale-leaseback transaction constitutes a “related party transaction” for the Company.
The Company expects to use the net proceeds from the transaction to repay its existing $6.6 million promissory note, which accrues interest at a rate of 12% per annum. The lease has an initial term of 10 years, with an option to renew for an additional 10 years. Annual rent will be $624,000 during the first year, representing 9.45% of the $6.6 million purchase price, and will increase by 2% annually. The lease will allow the Company to continue using the Durango facility as its corporate headquarters and production and warehouse facility.
“We are focused on making thoughtful financial decisions that strengthen Rocky Mountain Chocolate Factory and create a more sustainable foundation for the business,” said Mel Keating, Chairman of the Board of Directors of Rocky Mountain Chocolate Factory. “This transaction allows us to significantly reduce our existing debt while securing our continued operations at the Durango facility under a long-term lease.”
The transaction was reviewed and approved by the Company’s Audit Committee and the disinterested members of the Board of Directors, with Mr. Harper recusing himself from the review process. The purchase price was supported by an independent appraisal of the property.
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 the Company’s anticipated use of proceeds and repayment of the promissory note, expected benefits of the transaction, anticipated interest expense savings, financial position, operating performance, strategic priorities and future growth. 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 include, among others, the Company’s financial condition and operating results, and other risks 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