Form 11-K Rocky Mountain Chocolate For: Feb 28
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
OR
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to________
Commission file number 001-36865
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Rocky Mountain Chocolate Factory, Inc. 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
265 Turner Drive
Durango, CO 81303
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. 401(k) PLAN |
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FORM 11-K |
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TABLE OF CONTENTS
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Page No. |
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS |
3 |
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS |
5 |
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS |
6 |
NOTES TO FINANCIAL STATEMENTS |
7 |
SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) |
11 |
EXHIBIT INDEX |
12 |
SIGNATURES |
13 |
CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS |
14 |
2
Report of Independent Registered Public Accounting Firm
To the Plan Administrator, Audit Committee, and Plan participants of the Rocky Mountain Chocolate Factory, Inc. 401(k) Plan:
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of the Rocky Mountain Chocolate Factory, Inc. 401(k) Plan (the Plan) as of February 28, 2026, and the related statement of changes in net assets available for benefits for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all respects, the net assets available for benefits of the Plan as of February 28, 2026 and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of February 28, 2026, has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Caron & Bletzer, PLLC
We have served as the Plan's auditor since 2026.
Kingston, NH
August 25, 2026
3
Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Plan Participants
of the Rocky Mountain Chocolate Factory, Inc. 401(k) Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Rocky Mountain Chocolate Factory, Inc. 401(k) Plan (the Plan) as of February 28, 2025, and the related statement of changes in net assets available for benefits for the year then ended, and the related notes to the financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Rocky Mountain Chocolate Factory, Inc. 401(k) Plan as of February 28, 2025, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion
/s/ Bonadio & Co. LLP
We have served as the Plan’s auditor from 2022 to 2025.
Bonadio & Co. LLP
August 27, 2025
Amherst, New York
4
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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February 28, |
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February 28, |
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2026
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2025
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Assets |
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Investments, at fair value |
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Common/collective trusts |
$ |
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$ |
Mutual funds |
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Common stock |
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Total investments |
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Receivables |
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Employer contributions |
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Notes receivable from participants |
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Total assets |
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Liabilities |
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Excess contributions |
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Net assets available for benefits |
$ |
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$ |
The accompanying notes are an integral part of these financial statements.
5
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year Ended February 28, 2026 |
Investment income: |
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Net appreciation in fair value of investments |
$ |
Interest and dividends from investments |
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Total investment income |
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Interest income on notes receivable from participants |
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Contributions: |
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Employer |
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Participants |
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Rollover |
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Total contributions |
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Deductions from net assets: |
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Benefits paid to participants |
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Administrative expenses |
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Total deductions |
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Net changes |
( |
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Net assets available for benefits: |
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Beginning of year |
$ |
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End of year |
$ |
The accompanying notes are an integral part of these financial statements.
6
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2026 AND 2025
NOTE 1 - DESCRIPTION OF PLAN
General
Rocky Mountain Chocolate Factory, Inc. 401(k) Plan (the “Plan”) became effective June 1, 1994. The following description provides only general information and participants should refer to the Plan document for more complete information.
The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan covers all eligible employees of Rocky Mountain Chocolate Factory, Inc. (the “Company”).
The Board of Directors of the Company (the “Plan Administrator”) administers the Plan. The Plan assets are held in mutual funds, common/collective trust funds, and Company stock held by Principal Trust Company, Inc. (“Principal”), the trustee of the plan’s mutual funds and common/collective trust funds. The Rocky Mountain Chocolate Factory, Inc. 401(K) Plan committee is the trustee for the Company stock held by Principal Trust Company, Inc. Individual accounts are invested in the various investment options at the direction of the participants.
Eligibility
Until the Plan was amended on November 30, 2025, an employee became eligible to participate in the Plan as of March 1, June 1, September 1, or December 1 subsequent to the employee completing hours of service during a twelve consecutive month period beginning on the date of hire. Subsequent to November 30, 2025, an employee becomes eligible to participate in the Plan after
To be eligible for employer matching contributions, an employee must have completed hours of service and be employed on the last day of the Plan fiscal year.
Contributions
Employees who become eligible to participate in the Plan are automatically enrolled at a deferral rate of
Participants may elect to contribute a portion of compensation up to the Plan limits. A participant’s contribution made by salary deferral, which results in a reduction of taxable income to the participant, was limited by the IRS to $
During the plan years ended February 28, 2026 and 2025 a total of $
The Plan provides for Company matching contributions equal to
Participants' Accounts
Each participant's account is credited or charged with the participant's contribution and an allocation of the Company's contribution, forfeitures, Plan expenses and Plan earnings or losses thereon. Allocations are based upon Plan earnings or losses thereon and account balances, as defined. The benefit to which a participant is entitled is the vested portion of the participant's account.
7
Vesting
Participants are
Forfeitures
Forfeitures of non-vested balances for terminated employees are used to reduce future Company contributions. During the year ended February 28, 2026, forfeitures totaling $
Payment of Benefits
In the case of death, disability or retirement, a participant’s benefits become payable as soon as administratively feasible. The Plan provides three payment options associated with the distribution of benefits: 1) lump‑sum, 2) transfer of benefits to another qualified retirement plan and 3) periodic installments as defined in the Plan agreement. Upon termination for causes other than death, disability or retirement, participants may receive payment of their vested account in a lump sum payment or by rolling over the account. The Plan also allows for payment of benefits for financial hardship. A hardship distribution may be made to satisfy certain immediate and heavy financial needs that a participant may have. Benefit payments are recorded by the Plan when paid.
Administrative Expenses
The Company provides, at
Notes Receivable from Participants
Participants may borrow up to the lesser of
NOTE 2 ‑ SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments in mutual funds and common stock are stated at fair value as determined by quoted market prices. Investments are recorded at net asset value (“NAV”) for common/collective trust funds as reported to the Plan by the trustee as a practical expedient for fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 6 for discussion of fair value measurements.
8
The net realized and unrealized investment gain or loss (net appreciation or depreciation in fair value of investments) is reflected in the accompanying Statement of Changes in Net Assets Available for Benefits, and is determined as the difference between fair value at the beginning of the year (or date purchased if during the year) and selling price (if sold during the year) or the year-end fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest is recognized on the accrual method and dividends are recorded on the ex-dividend date.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. If a participant does not make loan repayments and the Plan Administrator considers the participant loan to be in default, the loan balance is reduced, and the delinquent participant note receivable is recorded as a benefit payment based on the terms of the Plan document.
Risk and Uncertainties
The Plan provides for various investments. Investments, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the value of investments will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
NOTE 3 - INCOME TAX STATUS
The IRS has issued an opinion letter dated June 30, 2020 indicating that the prototype plan document adopted by the Plan, as then designed, qualifies under section 401(a) of the Internal Revenue Code (“IRS”). Although the Plan has been amended since receiving the determination letter, the Plan Administrator and the Plan’s tax counsel believe the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC, and therefore believe the Plan is qualified and the related trust is tax-exempt. The Plan has not received a determination letter specific to the Plan itself; however, the Plan Administrator believes that the Plan was designed and is being operated in compliance with the applicable requirements of the IRS. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
NOTE 4 - PARTY-IN-INTEREST TRANSACTIONS
Certain investments held by the plan include shares of common stock of the Company and investments managed by the Trustee. As the Company is the sponsoring entity of the Plan, these transactions involving Company stock, as well as all transactions between the Plan and the Trustee, and notes receivable from participants, qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules.
NOTE 5 - TERMINATION OF THE PLAN
While the Company has not expressed any intent to discontinue the Plan, it may, by action of its Board of Directors, terminate the Plan subject to the provisions of ERISA. In the event the Plan is terminated, the participants become fully vested in their accounts, and the Plan administrator is to distribute each participant’s interest to the participant or their beneficiaries.
NOTE 6 - FAIR VALUE MEASUREMENTS
The Plan applies Accounting Standards Codification 820, Fair Value Measurements and Disclosures (ASC 820) which establishes a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
9
The following is a description of the valuation methodologies used for assets measured at fair value:
Mutual funds: Values are determined based on quoted market prices in active markets.
Common stock: Value represents common stock of Rocky Mountain Chocolate Factory, Inc., which is valued at the closing price reported on the active market on which the individual securities are traded.
Common/collective trusts: The Principal/Multi Manager Sm Cap Fund is held in common collective trust funds, which consist of investments in mutual funds, collective trusts and pooled separate accounts. The Principal Stable Value Fund, held in a common collective trust fund, invests in fully benefit-responsive guaranteed investment contracts and requires advance notice of
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
The Plan’s investment assets at fair value, within the fair value hierarchy, as of February 28, 2026 and 2025 are as follows:
Assets Measured at Fair Values as of February 28, 2026:
Description |
Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds |
$ |
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$ |
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$ |
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$ |
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Common stock |
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Total |
$ |
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$ |
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$ |
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$ |
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Investments in common/collective trusts – measured at net asset value[1] |
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Total investments, at fair value |
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$ |
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Assets Measured at Fair Values as of February 28, 2025:
Description |
Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds |
$ |
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$ |
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$ |
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$ |
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Common stock |
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Total |
$ |
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$ |
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$ |
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$ |
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Investments in common/collective trusts – measured at net asset value1 |
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Total investments, at fair value |
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$ |
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NOTE 7 - SUBSEQUENT EVENTS
Subsequent events have been evaluated through August 25, 2026, which is the date the financial statements were available to be issued.
10
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
SUPPLEMENTAL SCHEDULE
SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
February 28, 2026
EIN:
Plan No.
(a) |
(b)
Identity of issue, borrower, lessor, or similar party |
(c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
(e)
Current value |
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* |
$ |
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* |
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* |
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* |
Participant Loans |
Notes receivable from participants – interest at rates ranging from |
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Total |
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$ |
*Indicates a party-in-interest.
The accompanying notes are an integral part of this schedule.
11
EXHIBIT INDEX
Exhibit Number |
Description |
Incorporated by Reference to |
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Caron & Bletzer, PLLC - Consent of Independent Registered Public Accounting Firm |
Filed herewith. |
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Bonadio & Co, LLP - Consent of Independent Registered Public Accounting Firm |
Filed herewith. |
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. 401(k) PLAN
BY ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. PLAN ADMINISTRATOR
Date: August 25, 2026 |
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/s/ Carrie Cass |
Carrie Cass, Chief Financial Officer
13
ATTACHMENTS / EXHIBITS
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