Radoff Foundation Reports 356,000 Shares (4.6%) in RMCF

Rhea-AI Filing Summary

Radoff Family Foundation and Bradley L. Radoff disclosed holdings in Rocky Mountain Chocolate Factory, Inc. (RMCF). The Radoff Foundation directly owns 356,000 shares, about 4.6% of the 7,793,924 shares outstanding. Mr. Radoff directly owns 100 shares and, as a director of the Foundation, may be deemed to beneficially own the Foundation's shares, for an aggregate of 356,100 shares (about 4.6%). The Foundation paid approximately $748,155 for its 356,000 shares and Mr. Radoff paid approximately $583 for his 100 shares; purchases may have used working capital or margin. The filing notes these transactions were made in the open market and states that as of September 16, 2025 the reporting persons ceased to beneficially own more than 5%.

Positive

• Clear disclosure of beneficial ownership percentages and the number of shares (356,000 shares; 4.6%)
• Purchase prices disclosed: approximately $748,155 for the Foundation's holdings and $583 for Mr. Radoff's shares
• Transactions were effected in the open market, as stated, providing transparency on acquisition method

Negative

• Position below 5% as of September 16, 2025, meaning the reporting persons no longer hold a >5% threshold that can trigger additional regulatory/market attention

Insights

Financial Analyst

TL;DR: Disclosure shows passive stake of 4.6% by a foundation; purchases were modest and open-market.

The Schedule 13D/A reports a 4.6% position by the Radoff Family Foundation based on 7,793,924 shares outstanding, acquired at an aggregate cost of approximately $748,155. The size and purchase details indicate an identifiable but not controlling economic interest; the filing does not state an intent to seek control or other strategic actions. The update that the reporting persons "ceased to beneficially own more than 5%" confirms the position is below the threshold that often triggers heightened market or regulatory scrutiny.

Corporate Governance Expert

TL;DR: Ownership disclosure is compliant and shows no stated activist or control intent.

The amendment clarifies voting and dispositive power: the Foundation holds shared voting/dispositive power over 356,000 shares while Mr. Radoff has sole power over his 100 shares and may be deemed to share Foundation powers as its director. The filing contains standard disclaimers of beneficial ownership for shares not directly owned and adds an exhibit for recent transactions. No mention of proposed board actions, agreements, or planned transactions is included.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

Rocky Mountain Chocolate Factory, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

77467X101

(CUSIP Number)

BRADLEY L. RADOFF
2727 Kirby Drive, Unit 29L,
Houston, TX, 77098
713-482-2196

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

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

09/16/2025

(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).

SCHEDULE 13D

CUSIP No. 77467X101

1

Name of reporting person

Radoff Family Foundation

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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 356,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 356,000.00

11

Aggregate amount beneficially owned by each reporting person

356,000.00

12

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

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 77467X101

1

Name of reporting person

Radoff Bradley Louis

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)

AF, PF

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 100.00
8	Shared Voting Power 356,000.00
9	Sole Dispositive Power 100.00
10	Shared Dispositive Power 356,000.00

11

Aggregate amount beneficially owned by each reporting person

356,100.00

12

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

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Rocky Mountain Chocolate Factory, Inc.
(c)	Address of Issuer's Principal Executive Offices: 265 TURNER DRIVE, DURANGO, COLORADO , 80202.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares purchased by the Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 356,000 Shares directly owned by the Radoff Foundation is approximately $748,155, including brokerage commissions. The Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 100 Shares directly owned by Mr. Radoff is approximately $583, including brokerage commissions.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 7,793,924 Shares outstanding as of July 11, 2025, which is the total number of Shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 15, 2025. As of the date hereof, the Radoff Foundation directly beneficially owned 356,000 Shares, constituting approximately 4.6% of the Shares outstanding. As of the date hereof, Mr. Radoff directly beneficially owned 100 Shares, constituting approximately 0.001% of the Shares outstanding. Mr. Radoff, as a director of the Radoff Foundation, may be deemed to beneficially own the 356,000 Shares beneficially owned by the Radoff Foundation, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 356,100 Shares, constituting approximately 4.6% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
(b)	Item 5(b) is hereby amended and restated to read as follows: Each of Radoff Foundation and Mr. Radoff may be deemed to share the power to vote and dispose of the Shares directly beneficially owned by the Radoff Foundation. Mr. Radoff has the sole power to vote and dispose of the Shares directly beneficially owned by him.
(c)	Item 5(c) is hereby amended and restated to read as follows: The transactions in securities of the Issuer by the Reporting Persons during the past 60 days are set forth in Exhibit 2 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
(e)	Item 5(e) is hereby amended and restated to read as follows: As of September 16, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 2 - Transactions in Securities.

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.

Radoff Family Foundation

Signature:	/s/ Bradley L. Radoff
Name/Title:	Bradley L. Radoff, Director
Date:	09/17/2025

Radoff Bradley Louis

Signature:	/s/ Bradley L. Radoff
Name/Title:	Bradley L. Radoff
Date:	09/17/2025

FAQ

How many Rocky Mountain Chocolate Factory (RMCF) shares does the Radoff Family Foundation own?

356,000 shares, constituting approximately 4.6% of the 7,793,924 shares outstanding.

What is Bradley L. Radoff's personal ownership in RMCF?

100 shares directly owned by Mr. Radoff, representing approximately 0.001% of outstanding shares.

How much did the Radoff Foundation pay for its shares?

The aggregate purchase price for the Foundation's 356,000 shares was approximately $748,155, including brokerage commissions.

Were the Radoff transactions in RMCF private or open-market purchases?

All transactions were effected in the open market, as stated and referenced in Exhibit 2.

Does the filing state any intent to acquire control or take activist actions in RMCF?

No. The filing does not state any intent to seek control, board representation, or other strategic actions.

What change occurred as of September 16, 2025?

The reporting persons ceased to beneficially own more than 5% of RMCF shares as of that date.