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BCS

Current Report · Items 5.02, 5.07, 9.01 · 8-K

Rocky Mountain Chocolate Factory, Inc.

RMCFNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 3, 2026, Rocky Mountain Chocolate Factory, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast.…

Filed Aug 7, 2026Accepted Aug 7, 2026, 4:05 PM EDTCIK 1616262Accession 0001213900-26-086676
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Company context

We are an international franchisor, confectionery producer and retail operator. Founded in 1981, we are headquartered in Durango, Colorado and produce an extensive line of premium chocolate products and other confectionery products. Our revenues and profitability are derived principally from our franchised/licensed system of retail stores that feature chocolate and other confectionary products including gourmet caramel apples. We also sell our confectionary products in select locations outside of our system of retail stores and license the use of our brand with certain consumer products. As of November 30, 2025, there were three Company-owned, 112 licensee-owned and 139 franchised Rocky Mountain Chocolate Factory stores operating in 36 states and the Philippines.

Current securities

Recent company filings

  1. 4 filingOct 20, 2026
  2. 10-Q filingOct 19, 2026
  3. Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Results of Operations and Financial Condition · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementOct 19, 2026
  4. NT 10-Q filingOct 14, 2026
  5. Entry into a Material Definitive Agreement · Regulation FD DisclosureOct 6, 2026

Registered securities in this filing

Rocky Mountain Chocolate Factory, Inc. · 8-K · Filed 2026-08-07

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.001 par value per share

Symbol
RMCF
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-08-03

Dimensions: Not supplied

Accession 000121390026086676 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.02, 5.07, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 3, 2026, Rocky Mountain Chocolate Factory, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s 2024 Omnibus Incentive Compensation Plan, as amended (the “2024 Plan”), to increase the number of shares of the Company’s common stock, $0.001 par value per share, authorized for issuance under the 2024 Plan by 530,000 shares of common stock (the “Plan Amendment”). A description of the material terms and conditions of the Plan Amendment is set forth beginning on page 39 of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 29, 2026 (the "Proxy Statement"), and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Increase Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. At the close of business on June 26, 2026, the record date for the Annual Meeting (the “Record Date”), there were 9,439,587 shares of the Company’s common stock issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company. This outstanding share number reflects an immaterial decrease from that included in the Proxy Statement. At the Annual Meeting, 7,773,032 shares of the Company’s issued and outstanding shares of common stock entitled to vote as of the Record Date, or approximately 82.35% of such shares, were represented by proxy or appeared in person (including virtually) and, therefore, a quorum was present. The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement. The final voting results on the proposals presented for stockholder approval at the Annual Meeting are as follows: Proposal 1 - Election of Directors. Each of Steven L. Craig, Jeffrey R. Geygan, Mel Keating, Brian Quinn, and Alberto Pérez-Jácome Friscione was elected as a director to serve on the Company’s board of directors until the Company’s 2027 annual meeting of stockholders and until their respective successors are elected and qualified as follows: Name Votes For Votes Withheld Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────────── Steven L. Craig 3,234,433 1,645,571 2,893,028 Jeffrey R. Geygan 3,033,440 1,846,564 2,893,028 Mel Keating 4,253,714 626,290 2,893,028 Brian Quinn 4,345,062 534,942 2,893,028 Alberto 4,169,061 710,943 2,893,028 Pérez-Jácome Friscione Proposal 2 - Ratification of Independent Registered Public Accountants. The appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027, was ratified as follows: Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 7,652,540 21,231 99,261 - Proposal 3 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The compensation of the Company’s named executive officers was approved, on an advisory basis, as follows: Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 4,241,464 299,031 339,508 2,893,028 Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The frequency of future advisory votes on the compensation of the Company’s named executive officers was approved, on an advisory basis, as follows: One Year Two Years Three Years Abstentions Broker Non-Votes ──────────────────────────────────────────────────────────────────────────────────── 2,441,233 1,951,924 124,438 362,407 2,893,028 Based on the results of this advisory vote, the Board of Directors determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis. Proposal 5 - Approval of the Plan Amendment. The amendment to the 2024 Plan, to increase the number of shares of common stock authorized for issuance under the 2024 Plan, was approved as follows: Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 2,617,858 1,856,144 406,001 2,893,028 Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 10.1+ Amendment to the Rocky Mountain Chocolate Factory, Inc. 2024 Omnibus Incentive Compensation Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Management Compensatory Plan

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