American Heritage Railways (RMCF) trims Rocky Mountain Chocolate stake

Rhea-AI Filing Summary

American Heritage Railways, Inc., a ten percent owner of Rocky Mountain Chocolate Factory, Inc., reported open-market sales of the company’s common stock. It sold 35,900 shares at $2.45 per share on May 1, 2026, and 50,000 shares at $2.45 per share on May 4, 2026. After these transactions, American Heritage Railways directly held 860,000 shares of Rocky Mountain Chocolate Factory common stock.

Insights

Equity ownership analyst

Large shareholder executes routine open-market sales while retaining sizeable RMCF stake.

American Heritage Railways, Inc., identified as a ten percent owner, executed two open-market sales of Rocky Mountain Chocolate Factory common stock. It sold 35,900 shares at $2.45 on May 1, 2026 and 50,000 shares at $2.45 on May 4, 2026, for total sales of 85,900 shares.

These transactions are coded as open-market sales rather than option exercises or tax withholdings, so they reflect discretionary selling activity. However, the reporting holder still owns 860,000 shares after the trades, indicating it retains a substantial position in RMCF.

The filing does not reference any trading plan or derivatives, and the remaining position suggests these moves are portfolio adjustments rather than an exit. Future company filings may provide additional context on any further changes in this large shareholder’s ownership.

Insider Trade Summary

Net Seller: 85,900 shares ($210,455)

Net Sell 2 txns

Insider American Heritage Railways, Inc.

Role null

Sold 85,900 shs ($210K)

Type	Security	Shares	Price	Value
Sale	Common Stock	50,000	$2.45	$123K
Sale	Common Stock	35,900	$2.45	$88K

Holdings After Transaction: Common Stock — 860,000 shares (Direct, null)

Footnotes (1)

Key Figures

Shares sold on May 1, 2026: 35,900 shares at $2.45 Shares sold on May 4, 2026: 50,000 shares at $2.45 Total shares sold: 85,900 shares +2 more

5 metrics

Shares sold on May 1, 2026 35,900 shares at $2.45 Open-market sale of RMCF common stock

Shares sold on May 4, 2026 50,000 shares at $2.45 Open-market sale of RMCF common stock

Total shares sold 85,900 shares Combined May 1 and May 4, 2026 sales

Shares owned after transactions 860,000 shares Direct RMCF common stock holdings after May 4, 2026

Transaction price per share $2.45 per share Sale price for both reported transactions

Key Terms

open-market sale, ten percent owner, Common Stock, Form 4

4 terms

open-market sale financial

"transaction_action: "open-market sale" for both common stock transactions"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

ten percent owner financial

"American Heritage Railways, Inc. is marked as a ten percent owner"

Common Stock financial

"security_title is listed as "Common Stock" for each transaction"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 regulatory

"INSIDER FILING DATA (Form 4) heading for the insider report"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

American Heritage Railways, Inc.

(Last) (First) (Middle)

479 MAIN AVENUE

(Street)

DURANGO COLORADO 81301

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Rocky Mountain Chocolate Factory, Inc. [ RMCF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		S		35,900	D	$2.45	910,000	D
Common Stock	05/04/2026		S		50,000	D	$2.45	860,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	Allen C. Harper	05/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did American Heritage Railways report in its Form 4 for RMCF?

American Heritage Railways reported open-market sales of Rocky Mountain Chocolate Factory (RMCF) common stock. It sold 35,900 shares on May 1, 2026, and 50,000 shares on May 4, 2026, both at $2.45 per share, and disclosed updated share ownership.

How many Rocky Mountain Chocolate Factory (RMCF) shares were sold?

The Form 4 shows total sales of 85,900 Rocky Mountain Chocolate Factory (RMCF) shares. American Heritage Railways sold 35,900 shares on May 1, 2026, and 50,000 shares on May 4, 2026, with each transaction priced at $2.45 per share in the open market.

At what price did American Heritage Railways sell RMCF shares?

All reported Rocky Mountain Chocolate Factory (RMCF) share sales were executed at $2.45 per share. The insider filing records two separate open-market transactions, on May 1 and May 4, 2026, both using the same per-share sale price for common stock.

How many RMCF shares does American Heritage Railways own after these sales?

After the reported transactions, American Heritage Railways directly holds 860,000 shares of Rocky Mountain Chocolate Factory (RMCF) common stock. This post-transaction balance is disclosed in the Form 4 and reflects its remaining ownership following the May 2026 open-market sales.

What type of transactions did the RMCF Form 4 disclose?

The Form 4 for Rocky Mountain Chocolate Factory (RMCF) discloses open-market sales of common stock. Both transactions are coded as “S,” described as sales in open market or private transactions, rather than option exercises, gifts, or tax-withholding related dispositions.

Who is the reporting owner in the Rocky Mountain Chocolate Factory (RMCF) filing?

The reporting owner is American Heritage Railways, Inc., identified as a ten percent owner of Rocky Mountain Chocolate Factory (RMCF). It filed the Form 4 to report recent open-market sales and its resulting direct holdings of RMCF common stock after those transactions.