Every 8-K that Rocky Mountain Chocolate Factory, Inc. (RMCF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow RMCF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RMCF filings page.
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.
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.
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.
Rocky Mountain Chocolate Factory, Inc. reported results of its 2026 Annual Meeting of Stockholders held on August 3, 2026. Stockholders approved an amendment to the 2024 Omnibus Incentive Compensation Plan, increasing shares of common stock authorized for issuance under the plan by 530,000.
Five director nominees were elected to serve until the 2027 annual meeting. The appointment of Rosenberg Rich Baker Berman, P.A. as independent registered public accounting firm for the fiscal year ending February 28, 2027 was ratified. Stockholders approved, on an advisory basis, named executive officer compensation and chose an annual advisory vote frequency.
As of the June 26, 2026 record date, 9,439,587 shares of common stock were outstanding, and 7,773,032 shares, or approximately 82.35%, were represented at the meeting, constituting a quorum.
Rocky Mountain Chocolate Factory, Inc. reported fiscal first quarter 2027 results for the three months ended May 31, 2026. Total revenue was $6,113 thousand, slightly below $6,373 thousand a year earlier, as sales rose to $4,881 thousand but franchise and royalty fees declined to $1,232 thousand from $1,655 thousand.
Loss from operations widened to $(1,006) thousand from $(145) thousand, leading to a net loss of $(1,168) thousand, or $(0.12) per basic and diluted share, compared with $(0.04) per share in the prior-year quarter. EBITDA turned negative at $(594) thousand versus positive $210 thousand a year earlier. As of May 31, 2026, cash and cash equivalents were $609 thousand, notes payable totaled $6,574 thousand, and stockholders’ equity was $4,144 thousand. Interim CEO Allen Harper highlighted priorities around improving production, fulfillment and distribution, pursuing higher-margin products, and addressing the debt structure and working capital; the company does not plan to host a conference call for this quarter.
Rocky Mountain Chocolate Factory, Inc. appointed Allen C. Harper as Interim Chief Executive Officer and Principal Executive Officer effective June 30, 2026. Under a July 8, 2026 offer letter, he receives an annual base salary of $140,000 (or $70,000 for six months) plus restricted stock units valued at $130,000, vesting in six equal monthly installments while he serves as Interim CEO. Harper’s role is at-will for up to six months, extendable by the Board, and he is not entitled to severance unless the Compensation Committee determines otherwise.
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.
Rocky Mountain Chocolate Factory, Inc. appointed former Board member Al (Allen C.) Harper as Interim Chief Executive Officer and Principal Executive Officer, effective immediately, for a 180-day term. The Board stated it does not anticipate changes to the company’s strategic direction or day-to-day operations as a result of this leadership transition.
The company highlighted Mr. Harper’s prior service on its Board, his experience with franchised businesses and consumer brands, and his longstanding connection to the Durango community. Rocky Mountain Chocolate Factory and its franchisees and licensees operate over 250 branded stores across the United States, with several international locations.
Rocky Mountain Chocolate Factory, Inc. reported a leadership change. On June 21, 2026, interim CEO Jeffrey R. Geygan notified the Board that he will resign from the interim CEO role, effective June 26, 2026. He will continue to serve as a member of the Board of Directors.
Rocky Mountain Chocolate Factory, Inc. reported that its Audit Committee approved a change in independent auditor. Effective June 8, 2026, the company dismissed CohnReznick LLP and engaged Rosenberg Rich Baker Berman, P.A. (RRBB) as its independent registered public accounting firm for the fiscal year ending February 28, 2027.
CohnReznick’s audit reports on the company’s financial statements for the years ended February 28, 2026 and 2025 contained no adverse or disclaimed opinions and were not qualified as to scope or principles, but did include an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern. The company states there were no disagreements or reportable events with CohnReznick and that it did not consult RRBB on accounting or auditing matters before the appointment.
Rocky Mountain Chocolate Factory reported weaker sales but improved full-year profitability trends for the fiscal year ended February 28, 2026. Fourth quarter revenue was $6.8 million, down from $8.9 million a year earlier, leading to a net loss of $3.4 million versus $2.9 million.
For the full year, revenue was $27.5 million compared with $29.6 million in fiscal 2025, while the net loss narrowed to $4.6 million from $6.1 million. EBITDA improved to a loss of $2.1 million in fiscal 2026 from a loss of $4.7 million, reflecting pricing, product mix and cost actions that management says produced the strongest product margin profile in about two years.
Leadership highlighted deliberate pruning of low or negative-margin specialty business, ongoing e-commerce and packaging transitions, and higher professional fees as short-term headwinds. At the same time, the company pointed to encouraging performance from remodeled and newer-format stores, a growing development pipeline of about 40 future locations, and investments in technology, loyalty, and a Miraculous-branded promotion to support longer-term growth.
Rocky Mountain Chocolate Factory, Inc. reported its results of operations for the three and nine months ended November 30, 2025, through a press release dated January 13, 2026.
The company furnished this press release as Exhibit 99.1 to a current report, rather than treating it as filed under the securities laws. The report was signed by Interim Chief Executive Officer Jeffrey R. Geygan.
Rocky Mountain Chocolate Factory, Inc. filed a Form 8-K stating that on November 25, 2025, it issued a press release reporting recent updates to its business. The company furnished this press release as Exhibit 99.1 under Regulation FD, clarifying that the information is furnished rather than filed for Exchange Act liability purposes.
Rocky Mountain Chocolate Factory, Inc. (RMCF) filed a current report announcing that it has prepared an investor presentation for use in meetings with investors, analysts, and other interested parties. The presentation is furnished as Exhibit 99.1 under Regulation FD, which is intended to ensure broad, fair disclosure of company information. The company notes that this material is being furnished rather than filed, meaning it is not subject to certain liability provisions and is not automatically incorporated into other securities law filings.
Rocky Mountain Chocolate Factory (RMCF) furnished an update on its financial results, announcing a press release covering the company’s performance for the three and six months ended August 31, 2025. The company also held a conference call to discuss these results.
The materials were provided as Exhibits 99.1 (press release dated October 13, 2025) and 99.2 (conference call transcript dated October 14, 2025) and were furnished, not filed under the Exchange Act.
Rocky Mountain Chocolate Factory, Inc. disclosed that a board member, Allen C. Harper, resigned from the board and all board committees for reasons related to his other professional responsibilities and not due to any disagreement with the company. The company acknowledged his contributions. As a result of the resignation, Nasdaq notified the company that it no longer meets the Corporate Governance Requirements under Nasdaq Listing Rule 5605 because the board composition no longer satisfies applicable listing standards. The filing incorporates the departure disclosure across related sections and does not disclose a replacement director or timeline for restoring compliance.
Rocky Mountain Chocolate Factory entered two related-party credit arrangements on August 28, 2025, raising $1.8 million in new debt to fund capital investment and working capital. The company borrowed $1,200,000 from RMCF2 Credit, LLC evidenced by a promissory note due September 30, 2027, carrying 12% annual interest payable monthly, and secured by a deed of trust on the company’s Durango, Colorado property. An amendment with RMC Credit Facility, LLC provides an additional $600,000 under similar terms: a promissory note due September 30, 2027 with 12% interest payable monthly. The two lenders are special-purpose entities affiliated with the interim CEO and a board member. The company and both lenders agreed to waive the covenant limiting total liabilities to net worth for the quarters ending August 31, 2025 and November 30, 2025. An intercreditor agreement among the company, RMCF2 and RMC was also executed.
Rocky Mountain Chocolate Factory, Inc. held its 2025 annual meeting of stockholders virtually and had a quorum with 5,589,814.46 of its common shares represented, equal to approximately 71.72% of the 7,793,924 shares issued and outstanding as of the record date. The meeting voted on the matters described in the company’s proxy statement and elected five directors to serve until the 2026 annual meeting: Steven L. Craig, Jeffrey R. Geygan, Al Harper, Mel Keating, and Brian Quinn. The filing notes the outstanding share count reflects an immaterial increase from the proxy statement figure. No financial results, changes to executive management, or material transactions were disclosed in this report.
Rocky Mountain Chocolate Factory, Inc. (Nasdaq: RMCF) disclosed in this Form 8-K that it temporarily fell out of compliance with Nasdaq Listing Rule 5250(c)(1) after missing the deadline for its FY 2025 Form 10-K, which was due for the period ended 28 Feb 2025. Nasdaq issued a delinquency notice on 17 Jun 2025.
The company filed the outstanding 10-K on 20 Jun 2025, and Nasdaq confirmed on 23 Jun 2025 that RMCF had regained full listing compliance. The notice had no immediate effect on trading and the company’s shares remained listed on the Nasdaq Global Market throughout the process.
While the swift remediation limits near-term listing risk, the late filing highlights potential internal reporting or audit-related weaknesses that investors may wish to monitor.