Form 8-K

8-K — Rocky Mountain Chocolate Factory, Inc.

Accession: 0001437749-26-018927

Filed: 2026-06-01

Period: 2026-05-14

CIK: 0001616262

SIC: 2060 (SUGAR & CONFECTIONERY PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rmcfd20260531_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_970190.htm)

EX-99.2 — EXHIBIT 99.2 (ex_970212.htm)

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0001616262

2026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36865

47-1535633

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

265 Turner Drive

Durango, Colorado 81303

(Address, including zip code, of principal executive offices)

Registrant's telephone number, including area code: (970) 259-0554

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value per share

RMCF

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 14, 2026, Rocky Mountain Chocolate Factory, Inc. (the “Company”) issued preliminary financial results (the “Preliminary Results”) for the three and twelve months ended February 28, 2026. A copy of the Preliminary Results is attached hereto as Exhibit 99.1.

On June 1, 2026, the Company issued a press release (the “Release”) reporting its results of operations for the three and twelve months ended February 28, 2026. A copy of the Release is attached hereto as Exhibit 99.2.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any other filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language included in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1*

Preliminary Results Press Release of Rocky Mountain Chocolate Factory, Inc., dated May 14, 2026

99.2*

Press Release of Rocky Mountain Chocolate Factory, Inc., dated June 1, 2026

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)

*Furnished herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

Date: June 1, 2026

By:

/s/ Jeffrey R. Geygan

Name:

Jeffrey R. Geygan

Title:

Interim Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_970190.htm · Sequence: 2

ex_970190.htm

Exhibit 99.1

May 14, 2026

Rocky Mountain Chocolate Factory Reports Preliminary Fourth Quarter and Fiscal Year 2026 Financial Results

DURANGO, Colo., May 14, 2026 (GLOBE NEWSWIRE) -- Rocky Mountain Chocolate Factory, Inc. (Nasdaq: RMCF) (the “Company”, “RMCF”, or “Rocky Mountain Chocolate Factory”), America’s ChocolatierTM today announced preliminary financial and operational results for its fourth quarter and fiscal year ended February 28, 2026.

Fourth Quarter and Fiscal Year 2026 Preliminary Financial Results

The following ranges are based on preliminary, unaudited estimates, and the Company expects to report final audited results within these ranges:

4Q25

4Q26

∆% *

FY25

FY26

∆% *

Total Revenue ($M)

8.9

$6.4

–

$7.4

(22%)

29.6

$27.1

–

$28.1

(7%)

EBITDA ($M) **

(2.5

)

($2.1)

–

($3.1)

(4%)

(4.7

)

($1.6)

–

($2.6)

55%

*The percentages shown represent the year-over-year change calculated using the midpoint

of the estimated ranges.

**Non-GAAP measure.

“While our fourth quarter results were below expectations, we continued to make meaningful progress executing the operational and strategic initiatives designed to improve profitability and position the business for sustainable long-term growth,” said Jeff Geygan, Interim CEO. “Over the past year, we implemented multiple pricing, operational and product mix adjustments that materially improved the underlying economics of the business moving closer to our long-term target range product gross margin.”

“During the quarter, we made the deliberate decision to reduce certain low or negative-margin Specialty Markets business, which negatively impacted revenue but supported stronger overall margin performance and improved product mix. Results were also impacted by temporary disruption associated with our e-commerce transition, disposal of packaging with outdated branding, and elevated professional fees related to ongoing litigation activities.”

“We continue to see encouraging performance trends across our retail footprint, particularly in newer-format and remodeled stores. Our Chicago State Street location is performing at an approximate $1 million annualized sales rate, while our Corpus Christi remodel generated an approximate 11% sales increase following reopening. We are also encouraged by early performance trends in Charleston and Concord Mills, and our recently acquired Nashville corporate store provides another opportunity to test merchandising, operational and customer engagement initiatives.”

“In parallel,” Geygan continued, “we are advancing multiple initiatives to strengthen customer engagement and support future growth across both franchise and company-owned channels. We expanded deployment of our upgraded POS platform, increased third-party delivery penetration and continued development of our loyalty and mobile app ecosystem, with the new app expected to launch late summer. At the same time, we remain focused on additional opportunities to optimize our cost structure and improve operating efficiency.”

“Looking ahead, development activity across the system is encouraging. We recently added a new six-store area development agreement, increasing committed future development to 40 locations over the next several years. We continue to advance new store opportunities in key growth markets, including Miami and Chicago, while preparing for upcoming openings in New Jersey, California and Houston International Airport.”

“Additionally, we are positioning for the rollout of an upcoming collaboration with Miraculous, the popular animated children’s series. This promotion will feature a limited-time caramel apple offering and immersive in-store merchandising designed to create a highly visual and engaging customer experience. We believe these initiatives reflect continued momentum in strengthening the Rocky Mountain Chocolate Factory brand and positioning the Company for improved long-term financial performance.”

*The financial information in this press release is preliminary, unaudited, based on currently available information, and subject to adjustment in the final financial statements to be filed with the Company’s Annual Report on Form 10-K for the twelve months ended February 28, 2026.

About Rocky Mountain Chocolate Factory, Inc.

Rocky Mountain Chocolate Factory, Inc. is a leading franchisor of premium chocolate and confectionary retail store concept. As America’s ChocolatierTM, the Company has been producing an extensive line of premium chocolates and other confectionery products, including gourmet caramel apples since 1981. Headquartered in Durango, Colorado, Rocky Mountain Chocolate Factory is ranked among Entrepreneur’s Franchise 500® for 2026. The Company and its franchisees and licensees operate over 250 Rocky Mountain Chocolate stores across the United States the Company's common stock is listed on the Nasdaq Global Market under the symbol "RMCF."

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated benefits of the company’s omnichannel strategy and multi-year transformation strategy, including the Company's corporate-operated store located in Nashville, Tennessee at Opry Mills, our new point-of-sale platform, the recently launched third-party delivery and catering service integration. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are described in the company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements except as required by law.

Investor Contact

Sean Mansouri, CFA

Elevate IR

720-330-2829

RMCF@elevate-ir.com

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Computation of EBITDA

(In Thousands – Unaudited)

Three and Twelve Months Ended February 28, 2026

($ in Thousands USD)

4Q25

4Q26

FY25

FY26

Net Loss

(2,895

)

($2,700)

–

($3,700)

(6,122

)

($3,800)

–

($4,800)

Depreciation & Amortization

209

369

950

1,405

Interest

196

219

454

840

EBITDA

(2,490

)

($2,100)

–

($3,100)

(4,718

)

($1,600)

–

($2,600)

Source: Rocky Mountain Chocolate Factory, Inc.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ex_970212.htm · Sequence: 3

ex_970212.htm

Exhibit 99.2

Rocky Mountain Chocolate Factory Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

Management to Host Conference Call Tomorrow at 9:00 a.m. ET

DURANGO, Colo., June 1, 2026 (GLOBE NEWSWIRE) -- Rocky Mountain Chocolate Factory, Inc. (Nasdaq: RMCF) (the “Company”, “RMCF”, or “Rocky Mountain Chocolate Factory”), America’s Chocolatier™, is reporting financial and operating results for its fiscal fourth quarter and full year ended February 28, 2026.

“As outlined in our preliminary results announcement last month, fiscal 2026 was a year of significant operational transformation for Rocky Mountain Chocolate Factory,” said Jeff Geygan, Interim CEO. “While fourth quarter sales were impacted by challenges within our packaged product assortment and several temporary factors, we made substantial progress improving the underlying economics of the business. Through pricing, product mix and operational initiatives, we achieved our strongest product margin profile in approximately two years and moved closer to our long-term gross margin objectives.”

“Importantly, the actions we have taken over the past year have strengthened the foundation of the business. We have improved production efficiency, enhanced our data and analytics capabilities, expanded customer engagement initiatives and continued to advance franchise development opportunities. As our margin profile continues to improve, our focus is increasingly shifting toward driving sustainable revenue growth, improving execution in our packaged and e-commerce channels, and converting the operational progress we have made into consistent earnings performance.”

Fiscal Fourth Quarter 2026 Financial Results vs. Year-Ago Quarter

●

Total revenue was $6.8 million in the fourth quarter of fiscal 2026 compared to $8.9 million in the fourth quarter of fiscal 2025. The decrease in revenue primarily reflects the underperformance of the Company’s packaged boxed assortment business, the deliberate reduction of certain low- or negative-margin Specialty Markets business, and select temporary items during the quarter.

●

Total product and retail gross profit was $(0.9) million in the fourth quarter of fiscal 2026 compared to $(0.8) million in the fourth quarter of fiscal 2025. The decrease was primarily attributable to disposal of supplies with old branding.

●

Total costs and expenses decreased to $9.8 million in the fourth quarter of fiscal 2026 compared to $11.6 million in the fourth quarter of fiscal 2025. The decrease was primarily attributable to efficiencies obtained by relocating our consumer packaging operations back to our Durango production facility.

●

Net loss from continuing operations was $3.4 million or $(0.38) per share in the fourth quarter of fiscal 2026, compared to a net loss from continuing operations of $2.9 million or $(0.37) per share in the fourth quarter of fiscal 2025.

●

EBITDA was $(2.6) million in the fourth quarter of fiscal 2026 compared to $(2.5) million in the year-ago quarter. The decrease was primarily attributable to the recognition of deferred tax liabilities.

Fiscal Year 2026 Results vs. Fiscal Year 2025

●

Total revenue was $27.5 million in fiscal 2026 compared to $29.6 million in fiscal 2025.

●

Total product and retail gross profit increased to $0.7 million in fiscal 2026 compared to $0.1 million in fiscal 2025.

●

Total costs and expenses improved to $31.1 million in fiscal 2026 compared to $35.5 million in fiscal 2025.

●

Net loss from continuing operations improved to $4.6 million or $(0.56) per share in fiscal 2026 compared to a net loss from continuing operations of $6.1 million or $(0.86) per share in fiscal 2025.

●

EBITDA was $(2.1) million in fiscal 2026 compared to $(4.7) million in the year-ago quarter.

Conference Call Information

The Company will conduct a conference call to discuss its financial results. A question-and-answer session will follow management’s opening remarks. The conference call details are as follows:

Date: Tuesday, June 2, 2026

Time: 9:00 a.m. Eastern time

Dial-in registration link: here

Live webcast registration link: here

Please dial into the conference call 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact the Company’s investor relations team at RMCF@elevate-ir.com.

The conference call will also be broadcast live and available for replay in the investor relations section of the Company’s website at https://ir.rmcf.com/.

About Rocky Mountain Chocolate Factory, Inc.

Rocky Mountain Chocolate Factory, Inc. is a leading franchisor of premium chocolate and confectionary retail store concept. As America’s Chocolatier™, the Company has been producing an extensive line of premium chocolates and other confectionery products, including gourmet caramel apples since 1981. Headquartered in Durango, Colorado, Rocky Mountain Chocolate Factory is ranked among Entrepreneur’s Franchise 500® for 2026. The Company and its franchisees and licensees operate over 250 Rocky Mountain Chocolate stores across the United States, with several international locations. The Company's common stock is listed on the Nasdaq Global Market under the symbol "RMCF."

Forward-Looking Statements

This press release includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to come within the safe harbor protection provided by those sections. These forward-looking statements involve various risks and uncertainties. The statements, other than statements of historical fact, included in this press release are forward-looking statements. Many of the forward-looking statements contained in this document may be identified by the use of forward-looking words such as "will," "intend," "believe," "expect," "anticipate," "should," "plan," "estimate," "potential," or similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future - including statements regarding future financial and operating results and anticipated outcomes of our business strategy and plan are forward-looking statements. Management of the Company believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our Company’s actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to: inflationary impacts, changes in the confectionery business environment, seasonality, consumer interest in our products, receptiveness of our products internationally, consumer and retail trends, costs and availability of raw materials, competition, the success of our co-branding strategy, the success of international expansion efforts and the effect of government regulations. For a detailed discussion of the risks and uncertainties that may cause our actual results to differ from the forward-looking statements contained herein, please see the section entitled “Risk Factors” contained in our periodic reports, each filed with the Securities and Exchange Commission.

Investor Contact

Sean Mansouri, CFA

Elevate IR

720-330-2829

RMCF@elevate-ir.com

Rocky Mountain Chocolate Factory, Inc.

Consolidated Statements of Operations

For the Years and Quarters Ended February 28,

(in thousands)

Q4 FY26

Q4 FY25

FY26

FY25

Revenue

Sales

5,129

7,099

21,362

24,015

Franchise and royalty fees

1,629

1,800

6,135

5,564

Total Revenue

6,758

8,899

27,497

29,579

Costs and Expenses

Cost of sales

6,056

7,936

20,643

23,916

Franchise costs

717

305

2,454

2,414

Sales and marketing

279

1,155

950

1,995

General and Administrative

2,300

2,017

5,435

6,305

Retail Operating

305

152

1,118

716

Depreciation and amortization excluding amount included in cost of sales

146

484

175

Total Costs and Expenses

9,803

11,597

31,084

35,521

Loss from Operations

(3,045

)

(2,698

)

(3,587

)

(5,942

)

Other Income (Expense)

Interest Expense

(219

)

(196

)

(840

)

(454

)

Interest Income

Gain on disposal of assets

)

247

Other Income (Expense) - net

(187

)

(197

)

(786

)

(180

)

Loss before Income Taxes

(3,232

)

(2,895

)

(4,373

)

(6,122

)

Income Tax Provision

187

Net Loss

(3,419

)

(2,895

)

(4,560

)

(6,122

)

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

AS OF FEBRUARY 28,

2026

2025

Assets

Current Assets

Cash and cash equivalents

1,218

720

Accounts receivable, less allowance for credit losses losses anandad and of $128 and $307, respectively

2,545

3,405

Notes receivable, current portion, less current portion of the the tnhe and allowance for credit losses of $28 and $28, respectively

Refundable income taxes

Inventories

4,057

4,630

Other

831

393

Total current assets

8,768

9,223

Property and Equipment - Net

8,775

9,409

Other Assets

Notes receivable, less current portion and allowance for credit loss and and losses of $0 and $0

Goodwill

576

Intangible assets, net

733

210

Lease right of use asset

1,310

1,241

Other

447

Total other assets

2,669

2,543

Total Assets

20,212

21,175

Liabilities and Stockholders' Equity

Current Liabilities

Accounts payable

5,088

4,816

Accrued salaries and wages

406

697

Gift card liabilities

654

649

Other accrued liabilities

Deferred income taxes

187

Contract liabilities

105

139

Lease liabilities

282

488

Total current liabilities

6,786

6,869

Note Payable

6,568

5,957

Lease Liability, less current portion

1,054

770

Contract Liabilities, less current portion

575

604

Total Liabilities

14,983

14,200

Commitments and Contingencies

Stockholders' Equity

Preferred stock, $.001 par value per shares, 250,000 authorized and and authorized, 0 and 0 shares issued and outstanding, respectively

Common stock, $.001 par value, 46,000,000 shares authorized, and and and 9,354,620 and 7,722,124 shares issued and outstanding, respectively

Additional paid-in capital

15,168

12,355

Accumulated deficit

(9,948

)

(5,388

)

Total stockholders' equity

5,229

6,975

Total Liabilities and Stockholders' Equity

20,212

21,175

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Computation of EBITDA

(In Thousands)

Three and Twelve Months Ended February 28

Q4 FY26

Q4 FY25

Change

FY26

FY25

Change

In Thousands

Net Loss

(3,419

)

(2,895

)

(524

)

(4,560

)

(6,122

)

1,562

Depreciation & Amortization

369

209

160

1,405

950

455

Interest

219

196

840

454

386

Income Taxes

187

EBITDA

(2,644

)

(2,490

)

(154

)

(2,128

)

(4,718

)

2,590

GAAP to NON-GAAP Financial Measures

This press release includes a non-GAAP financial measure, EBITDA, which the Company defines as net earnings before interest expense, taxes on income, and depreciation and amortization. A reconciliation of EBITDA with GAAP net earnings attributable to the Company is included in this press release.

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May 14, 2026

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Local phone number for entity.

+ References

No definition available.

+ Details

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dei_LocalPhoneNumber

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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