American Heritage Railways trims RMCF (RMCF) stake with 85,900-share sale

Rhea-AI Filing Summary

American Heritage Railways, Inc., an entity associated with major shareholder Harper Allen C, sold a total of 85,900 shares of Rocky Mountain Chocolate Factory, Inc. common stock in open-market transactions at $2.45 per share on two dates. After these sales, the entity held 860,000 shares indirectly, and Harper Allen C disclaims beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

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

Net Sell 2 txns

Insider Harper Allen C

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 (Indirect, By American Heritage Railways, Inc.)

Footnotes (1)

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Key Figures

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

5 metrics

Shares sold May 4, 2026 50,000 shares at $2.45 Open-market sale by American Heritage Railways, Inc.

Shares sold May 1, 2026 35,900 shares at $2.45 Open-market sale by American Heritage Railways, Inc.

Total shares sold 85,900 shares Combined open-market sales reported in Form 4

Shares held after transactions 860,000 shares Indirect holdings after May 4, 2026 sale

Net buy/sell direction Net sell of 85,900 shares Transaction summary for reporting period

Key Terms

open-market sale, beneficial ownership, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, +1 more

5 terms

open-market sale financial

"transaction_action: "open-market sale""

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.

beneficial ownership regulatory

"The reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest"

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.

pecuniary interest financial

"disclaims beneficial ownership in the securities except to the extent of his pecuniary interest"

Section 16 of the Securities Exchange Act of 1934 regulatory

"shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

ten percent owner regulatory

"is_ten_percent_owner: 1"

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^*

Harper Allen C

(Last) (First) (Middle)

479 MAIN AVE

(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	I	By American Heritage Railways, Inc.(1)
Common Stock	05/04/2026		S		50,000	D	$2.45	860,000	I	By American Heritage Railways, Inc.(1)

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:

1. By American Heritage Railways, Inc. The reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest, if any, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	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 insider transactions did RMCF disclose for Harper Allen C?

An entity associated with Harper Allen C, American Heritage Railways, Inc., sold 85,900 shares of Rocky Mountain Chocolate Factory common stock in two open-market transactions at $2.45 per share, leaving 860,000 shares held indirectly after the reported sales.

How many RMCF shares were sold in the latest Form 4 filing?

The filing shows total sales of 85,900 Rocky Mountain Chocolate Factory common shares. American Heritage Railways, Inc. sold 35,900 shares on May 1, 2026 and 50,000 shares on May 4, 2026, both at a price of $2.45 per share.

Who actually sold the RMCF shares in this Form 4 filing?

The shares were sold by American Heritage Railways, Inc., an entity associated with reporting person Harper Allen C. The filing states Harper Allen C disclaims beneficial ownership of these securities except to the extent of any pecuniary interest in the entity’s holdings.

What price did the RMCF shares sell for in these insider transactions?

Both transactions were executed at $2.45 per share. American Heritage Railways, Inc. sold 35,900 shares on May 1, 2026 and 50,000 shares on May 4, 2026, with each trade reported as an open-market sale of Rocky Mountain Chocolate Factory common stock.

How many RMCF shares remain held after the reported insider sales?

After the May 4, 2026 transaction, American Heritage Railways, Inc. held 860,000 shares of Rocky Mountain Chocolate Factory common stock indirectly. This figure is reported as the total shares following the transaction for the indirect ownership position associated with Harper Allen C.

Does Harper Allen C claim full beneficial ownership of the RMCF shares?

No. The filing’s footnote explains that Harper Allen C disclaims beneficial ownership of the securities held by American Heritage Railways, Inc., except to the extent of any pecuniary interest. It also notes the report should not be deemed an admission of beneficial ownership under Section 16.