Rocky Mountain Chocolate holder reports 8.7% stake

Rocky Mountain Chocolate Factory investor American Heritage Railways, Inc. and Allen C. Harper amend their Schedule 13D to update ownership and recent stock sales.

Rhea-AI Filing Summary

Rocky Mountain Chocolate Factory investor American Heritage Railways, Inc. and Allen C. Harper amend their Schedule 13D to update ownership and recent stock sales. Between February 19 and May 14, 2026, the reporting person sold an aggregate of 189,541 shares in open-market trades at prices from $2.45 to $2.6191 per share for portfolio management and investment purposes.

After these transactions, American Heritage Railways beneficially owns 810,459 shares, and Allen C. Harper beneficially owns 812,370 shares, each representing about 8.7% of the common stock based on 9,332,822 shares outstanding. American Heritage Railways has shared voting and dispositive power over its shares, while Harper holds 1,911 shares with sole voting and dispositive power and shares power over 810,459 shares.

Insights

Equity ownership & governance analyst

Large Rocky Mountain Chocolate holder modestly reduces stake but remains a significant shareholder.

American Heritage Railways and Allen C. Harper report updated holdings after selling 189,541 Rocky Mountain Chocolate Factory shares in open-market transactions between February 19 and May 14, 2026. Sale prices ranged from $2.45 to $2.6191 per share, and the filing states these moves were for investment and portfolio management purposes.

Following the sales, American Heritage Railways beneficially owns 810,459 shares and Harper 812,370 shares, each around 8.7% of the company’s common stock based on 9,332,822 shares outstanding. They retain shared voting and dispositive power over 810,459 shares, so they continue to be notable holders even after trimming their position.

Key Figures

Shares sold: 189,541 shares Sale price range: $2.45–$2.6191 per share American Heritage holdings: 810,459 shares +3 more

6 metrics

Shares sold 189,541 shares Aggregate open-market sales between Feb 19 and May 14, 2026

Sale price range $2.45–$2.6191 per share Prices for 189,541 shares sold in 2026

American Heritage holdings 810,459 shares Beneficial ownership as of Amendment No. 1

Allen C. Harper holdings 812,370 shares Beneficial ownership as of Amendment No. 1

Ownership percentage (Harper) 8.70% Based on 9,332,822 shares outstanding as of Jan 8, 2026

Shares outstanding 9,332,822 shares Common stock outstanding as of January 8, 2026

Key Terms

beneficially owns, shared voting power, sole dispositive power, open-market transactions, +2 more

6 terms

beneficially owns financial

"As of the date of this Amendment, American Heritage Railways, Inc. beneficially owns 810,459 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

shared voting power financial

"American Heritage Railways, Inc. has shared voting and shared dispositive power with respect to 810,459 shares"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

sole dispositive power financial

"Allen C. Harper has sole voting and sole dispositive power with respect to 1,911 shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

open-market transactions financial

"The Reporting Person sold an aggregate of 189,541 shares of Common Stock in open-market transactions"

Open-market transactions are purchases or sales of a company’s securities that take place on public exchanges rather than through private agreements. They matter to investors because these trades change the number of shares available, can move the stock price, and often signal management’s view of the company’s value—like a store restocking or clearing shelves, altering supply and the price shoppers see.

Schedule 13D regulatory

"This Amendment No. 1 relates to the Statement of Beneficial Ownership on filed by American Heritage Railways, Inc. and Allen C. Harper"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Joint Filing Agreement regulatory

"Exhibit Number Description 1 Joint Filing Agreement, dated June 10, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Rocky Mountain Chocolate Factory (RMCF) shares do American Heritage Railways and Allen C. Harper now own?

American Heritage Railways beneficially owns 810,459 shares of Rocky Mountain Chocolate Factory common stock. Allen C. Harper beneficially owns 812,370 shares, including 1,911 shares with sole voting and dispositive power and 810,459 shares with shared power.

What percentage of Rocky Mountain Chocolate Factory (RMCF) does Allen C. Harper own?

Allen C. Harper beneficially owns about 8.70% of RMCF common stock. This percentage is calculated using 9,332,822 shares outstanding as of January 8, 2026, as reported in the company’s Form 10-Q for the quarter ended November 30, 2025.

How much of Rocky Mountain Chocolate Factory (RMCF) does American Heritage Railways own?

American Heritage Railways beneficially owns 810,459 RMCF shares, representing approximately 8.68% of the common stock. The percentage is based on 9,332,822 shares outstanding as of January 8, 2026, per Rocky Mountain Chocolate Factory’s Form 10-Q disclosure.

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

The reporting person sold an aggregate of 189,541 RMCF shares in open-market transactions. These trades occurred between February 19 and May 14, 2026, at prices ranging from $2.45 to $2.6191 per share, according to the Schedule 13D/A amendment.

What is the stated purpose of the recent Rocky Mountain Chocolate Factory (RMCF) share sales?

The filing states the transactions were for investment purposes and portfolio management. The reporting person also notes they may make further purchases or sales of Rocky Mountain Chocolate Factory securities depending on market conditions and other factors.

Does Allen C. Harper still have a role at Rocky Mountain Chocolate Factory (RMCF)?

Item 2(c) in the amendment states that Allen C. Harper no longer serves in any capacity with the company and that his principal occupation is a private investor. This updates his background information compared with the original Schedule 13D filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 04:59 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Rocky Mountain Chocolate Factory, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

77467X101

(CUSIP Number)

American Heritage Railways
479 Main Avenue,
Durango, CO, 81301-5421
970-259-0274

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 77467X101

1

Name of reporting person

American Heritage Railways, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 810,459.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 810,459.00

11

Aggregate amount beneficially owned by each reporting person

810,459.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

* Percentage calculated is based on 9,332,822 shares of common stock, par value $0.001 per share outstanding as of January 8, 2026, as reported in the Form 10-Q for the fiscal quarter ended November 30, 2025, of Rocky Mountain Chocolate Factory, Inc.

SCHEDULE 13D

CUSIP Number(s): 77467X101

1

Name of reporting person

Harper Allen C

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,911.00
8	Shared Voting Power 810,459.00
9	Sole Dispositive Power 1,911.00
10	Shared Dispositive Power 810,459.00

11

Aggregate amount beneficially owned by each reporting person

812,370.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

* Percentage calculated is based on 9,332,822 shares of common stock, par value $0.001 per share outstanding as of January 8, 2026, as reported in the Form 10-Q for the fiscal quarter ended November 30, 2025, of Rocky Mountain Chocolate Factory, Inc.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: Rocky Mountain Chocolate Factory, Inc.
(c)	Address of Issuer's Principal Executive Offices: 265 TURNER DRIVE, 265 TURNER DRIVE, DURANGO, COLORADO , 80202.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") relates to the Statement of Beneficial Ownership on Schedule 13D filed by American Heritage Railways, Inc. and Allen C. Harper (each, a "Reporting Person," and collectively, the "Reporting Persons") with the Securities and Exchange Commission (the "SEC") on August 28, 2024 (the "Original Filing"), and as amended by this Amendment No. 1, the "Schedule 13D") and relates to shares of Common Stock, $0.001 par value per share (the "Common Stock"), of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (the "Company" or "Issuer"). Capitalized terms used but not defined in this Amendment have the meanings given to such terms in the Original Filing. Except as set forth herein, the Original Filing is unmodified.
Item 2.	Identity and Background
(c)	Item 2(c) is hereby amended as follows: Allen C. Harper no longer serves in any capacity of the Company. The principal occupation of Allen C. Harper is a private investor.
Item 4.	Purpose of Transaction
	The transactions described below ae reported for purposes of Item 5(c). On February 19, 2026, the Reporting Person sold 2,000 shares at an average price of $2.6191 per share. On February 20, 2026, the Reporting Person sold 7,499 shares at an average price of $2.6015 per share. On February 25, 2026, the Reporting Person sold 430 shares at an average price of $2.601 per share. On February 26, 2026, the Reporting Person sold 18,715 shares at an average price of $2.6067 per share. On February 27, 2026, the Reporting Person sold 5,241 shares at an average price of $2.60 per share. On March 4, 2026, the Reporting Person sold 11,297 shares at an average price of $2.60 per share. On March 5, 2026, the Reporting Person sold 8,918 shares at an average price of $2.60 per share. On May 1, 2026, the Reporting Person sold 35,900 shares at an average price of $2.45 per share. On May 4, 2026, the Reporting Person sold 50,000 shares at an average price of $2.45 per share. On May 7, 2026, the Reporting Person sold 530 shares at an average price of $2.60 per share. On May 8, 2026, the Reporting Person sold 30,254 shares at an average price of $2.60 per share. On May 13, 2026, the Reporting Person sold 14,421 shares at an average price of $2.6027 per share. On May 14, 2026, the Reporting Person sold 4,336 shares at an average price of $2.60 per share. The purpose of these transactions was investment purposes. These transactions were conducted for portfolio management and investment purposes. The Reporting Person reserves the right to make further purchases or sales of the Issuer's securities depending on market conditions and other factors.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended and restated as follows: (a) As of the date of this Amendment, American Heritage Railways, Inc. beneficially owns 810,459 shares of Common Stock, representing approximately 8.68% of the Issuer's outstanding Common Stock. As of the date of this Amendment, Allen C. Harper beneficially owns 812,370 shares of Common Stock, representing approximately 8.70% of the Issuer's outstanding Common Stock.
(b)	(b) American Heritage Railways, Inc. has shared voting and shared dispositive power with respect to 810,459 shares of Common Stock. Allen C. Harper has sole voting and sole dispositive power with respect to 1,911 shares of Common Stock and shared voting and shared dispositive power with respect to 810,459 shares of Common Stock.
(c)	(c) The Reporting Person sold an aggregate of 189,541 shares of Common Stock in open-market transactions between February 19, 2026 and May 14, 2026 at prices ranging from $2.45 to $2.6191 per share.
(d)	(d) Not applicable.
(e)	(e) Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit Number Description 1 Joint Filing Agreement, dated June 10, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

American Heritage Railways, Inc.

Signature:	/s/ Allen C. Harper
Name/Title:	Allen C. Harper, Chief Executive Officer
Date:	06/10/2026

Harper Allen C

Signature:	/s/ Allen C. Harper
Name/Title:	Allen C. Harper
Date:	06/10/2026