Who actually executed the RMCF share sales reported for Harper Allen C?

The sales were executed by American Heritage Railways, Inc., which holds the shares indirectly. The Form 4 specifies the nature of ownership as “By American Heritage Railways, Inc.,” and a footnote states that Harper Allen C disclaims beneficial ownership beyond any pecuniary interest.

Over what period did the reported RMCF share sales take place?

The reported sales occurred between February 19, 2026 and March 5, 2026. During this span, American Heritage Railways, Inc. executed seven separate open-market transactions, gradually reducing its indirect holdings while still retaining 945,900 shares at the end of the period.

Rocky Mountain Chocolate (NASDAQ: RMCF) 10% holder trims stake

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Rocky Mountain Chocolate Factory, Inc. disclosed that American Heritage Railways, Inc., an entity associated with ten percent owner Harper Allen C, executed a series of open-market sales of common stock. Across seven transactions from February 19, 2026 through March 5, 2026, the entity sold a total of 54,100 shares at prices around $2.60 per share. Following these sales, it continued to hold 945,900 shares of common stock indirectly. A footnote states that Harper Allen C disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.

Insights

10% holder sells 54,100 RMCF shares but retains a large indirect stake.

The transactions show American Heritage Railways, Inc., linked to ten percent owner Harper Allen C, selling 54,100 shares of Rocky Mountain Chocolate Factory common stock in the open market at about $2.60 per share. All trades involve non-derivative common stock.

After these sales, the entity still holds 945,900 shares indirectly, indicating that a substantial position remains. A footnote clarifies that Harper Allen C disclaims beneficial ownership beyond any pecuniary interest, so the activity is attributed to the entity rather than a personal trading decision.

Because the filing shows only routine open-market sales with no derivatives exercised and no guidance on motives or broader capital changes, the information is best viewed as a position adjustment by a large holder rather than a clearly positive or negative signal.

Insider Trade Summary

Net Seller: 54,100 shares ($140,833)

Net Sell 7 txns

Insider Harper Allen C

Role 10% Owner

Sold 54,100 shs ($141K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,918	$2.60	$23K
Sale	Common Stock	11,297	$2.60	$29K
Sale	Common Stock	5,241	$2.60	$14K
Sale	Common Stock	18,715	$2.6066	$49K
Sale	Common Stock	430	$2.601	$1K
Sale	Common Stock	7,499	$2.6015	$20K
Sale	Common Stock	2,000	$2.619	$5K

Holdings After Transaction: Common Stock — 945,900 shares (Indirect, By American Heritage Railways, Inc.)

Footnotes (1)

[object Object]

Key Figures

Total shares sold: 54,100 shares Sale price per share (example): $2.60/share Highest reported sale price: $2.6190/share +2 more

5 metrics

Total shares sold 54,100 shares Aggregate open-market sales Feb 19–Mar 5, 2026

Sale price per share (example) $2.60/share Common price across several reported sales

Highest reported sale price $2.6190/share Open-market sale on February 19, 2026

Shares held after transactions 945,900 shares Indirectly held by American Heritage Railways, Inc. after March 5, 2026

Number of sale transactions 7 transactions Non-derivative common stock sales reported in this Form 4

Key Terms

open-market sale, non-derivative, ten percent owner, indirect ownership, +2 more

6 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.

non-derivative financial

"transaction_type: "non-derivative""

ten percent owner financial

"is_ten_percent_owner: 1"

indirect ownership financial

"ownership_type: "indirect" and nature_of_ownership: "By American Heritage Railways, Inc.""

pecuniary interest financial

"footnote: "except to the extent of his pecuniary interest""

beneficial ownership financial

"footnote: "disclaims beneficial ownership in the securities""

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.

Form 4 Insider Transactions: What Each Field Means →

04/16/2026 - 08:04 PM

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

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)
02/19/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2026		S		2,000	D	$2.619	998,000	I	By American Heritage Railways, Inc.⁽¹⁾
Common Stock	02/20/2026		S		7,499	D	$2.6015	990,501	I	By American Heritage Railways, Inc.⁽¹⁾
Common Stock	02/25/2026		S		430	D	$2.601	990,071	I	By American Heritage Railways, Inc.⁽¹⁾
Common Stock	02/26/2026		S		18,715	D	$2.6066	971,356	I	By American Heritage Railways, Inc.⁽¹⁾
Common Stock	02/27/2026		S		5,241	D	$2.6	966,115	I	By American Heritage Railways, Inc.⁽¹⁾
Common Stock	03/04/2026		S		11,297	D	$2.6	954,818	I	By American Heritage Railways, Inc.⁽¹⁾
Common Stock	03/05/2026		S		8,918	D	$2.6	945,900	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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	04/16/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did the 10% holder linked to RMCF do in this Form 4?

An entity associated with ten percent owner Harper Allen C sold 54,100 shares of Rocky Mountain Chocolate Factory common stock in open-market transactions around $2.60 per share, while continuing to hold 945,900 shares indirectly after the reported trades.

How many Rocky Mountain Chocolate Factory (RMCF) shares were sold and at what prices?

Across seven transactions, 54,100 RMCF common shares were sold at prices near $2.60 per share, with individual trades reported between $2.60 and $2.6190. All transactions were coded as open-market or private sales of non-derivative common stock.

How many RMCF shares does the reporting entity hold after these sales?

After the reported sales, American Heritage Railways, Inc. holds 945,900 shares of Rocky Mountain Chocolate Factory common stock indirectly. This remaining position is disclosed in the Form 4 as the total shares following the most recent transaction on March 5, 2026.

Were any derivative securities or option exercises involved in this RMCF Form 4?

No derivative securities or option exercises are reported. All seven transactions involve non-derivative common stock coded as open-market or private sales, and the derivativeSummary section of the insider data is empty, indicating no option or warrant activity in this filing.