Rocky Mountain Chocolate Factory, Inc.
For the period ended Feb 28, 2026. Filed May 29, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed May 29, 2026
RMCF$0.81-1.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report:
Financial Statements
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 596) | 36 |
| Consolidated Statements of Operations | 37 |
| Consolidated Balance Sheets | 38 |
| Consolidated Statements of Changes in Stockholders’ Equity | 39 |
| Consolidated Statements of Cash Flows | 40 |
| Notes to Consolidated Financial Statements | 41 |
Financial Statement Schedule
Schedule II
Valuation and Qualifying Accounts (amounts in thousands):
| Balance atBeginningof Year | AdditionsCharged toCosts & Exp. | Deductions | Balance atEnd ofYear | |
|---|---|---|---|---|
| Valuation Allowance for Accounts and Notes Receivable | $335 | (145) | 34 | $156 |
| Valuation Allowance for Accounts and Notes Receivable | $362 | 53 | 80 | $335 |
| Valuation Allowance for Accounts and Notes Receivable | $764 | 113 | 515 | $362 |
All other schedules have been omitted because they are not required, not applicable, or the required information is included in the consolidated financial statements or notes thereto.
Exhibits
The exhibits listed on the Exhibit Index are incorporated by reference or filed as part of this Form 10-K, in each case as indicated herein (numbered in accordance with Item 601 of Regulation S-K).
EXHIBIT INDEX
| Exhibit Number | Description | Incorporated by Reference orFiled/Furnished Herewith |
| 2.1* | Asset Purchase Agreement, dated May 1, 2023, by and among U-Swirl International, Inc., a Nevada corporation, U Swirl, LLC, a Delaware limited liability company, and Rocky Mountain Chocolate Factory, Inc., a Delaware corporation | Exhibit 2.1 to the Current Report on Form 8-K filed on May 4, 2023 (File No. 001-36865) |
| 3.1 | Amended and Restated Certificate of Incorporation of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation | Exhibit 3.1 to the Current Report on Form 8-K12G3 filed on March 2, 2015 (File No. 333-200063) |
| 3.2 | Third Amended and Restated Bylaws of Rocky Mountain Chocolate Factory, Inc. | Exhibit 3.1 to the Current Report on Form 8-K filed on September 12, 2023 (File No. 001-36865) |
| 4.1** | Description of Securities | Exhibit 4.1 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2025 (File No. 001-36865) |
| 10.1** | Form of Employment Agreement (Officers) | Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2007 (File No. 000-14749) |
| 10.2 | Form of Franchise Agreement for Rocky Mountain Chocolate Factory | Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 31, 2010 (File No. 000-14749) |
| 10.3** | Rocky Mountain Chocolate Factory, Inc. 2007 Equity Incentive Plan (as Amended and Restated) | Exhibit 10.1 to the Current Report on Form 8-K filed on September 18, 2020 (File No. 001-36865) |
| 10.4** | Rocky Mountain Chocolate Factory, Inc. 2024 Omnibus Incentive Compensation Plan | Exhibit 10.4 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2025 (File No. 001-36865) |
| 10.5** | Form of Indemnification Agreement (Directors) | Exhibit 10.7 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2007 (File No. 000-14749) |
| 10.6** | Form of Indemnification Agreement (Officers) | Exhibit 10.8 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2007 (File No. 000-14749) |
| 10.7* | Master License Agreement, dated August 17, 2009, between Kahala Franchise Corp. and Rocky Mountain Chocolate Factory, Inc., a Colorado corporation | Exhibit 10.3 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended August 31, 2009 (File No. 000-14749) |
| 10.8 | Credit Agreement, dated October 13, 2021, between Wells Fargo Bank, National Association and Rocky Mountain Chocolate Factory, Inc. | Exhibit 10.3 to the Current Report on Form 8-K filed on October 6, 2022 (File No. 001-36865) |
| 10.9 | First Amendment to Credit Agreement, dated September 26, 2022, between Wells Fargo Bank, National Association and Rocky Mountain Chocolate Factory, Inc. | Exhibit 10.1 to the Current Report on Form 8-K filed on October 6, 2022 (File No. 001-36865) |
| 10.10 | Second Amendment to Credit Agreement, dated September 20, 2023 by and between Wells Fargo Bank, National Association and Rocky Mountain Chocolate Factory, Inc. | Exhibit 10.1 to the Current Report on Form 8-K filed on October 3, 2023 (File No. 001-36865) |
| 10.11 | Revolving Line of Credit Note, dated September 28, 2023, between Wells Fargo Bank, National Association and Rocky Mountain Chocolate Factory, Inc. | Exhibit 10.2 to the Current Report on Form 8-K filed on October 3, 2023 (File No. 001-36865) |
| 10.12† | Settlement and Release Agreement, dated December 14, 2022, between Bradley L. Radoff, Andrew T. Berger, AB Value Management LLC, Mary Bradley and Rocky Mountain Chocolate Factory, Inc. | Exhibit 10.1 to the Current Report on Form 8-K filed on December 16, 2022 (File No. 001-36865) |
| 10.13 | Secured Promissory Note, dated May 1, 2023, by and between U Swirl, LLC, a Delaware limited liability company, and U-Swirl International, Inc., a Nevada corporation | Exhibit 10.1 to the Current Report on Form 8-K filed on May 4, 2023 (File No. 001-36865) |
| 10.14 | Security Agreement, dated May 1, 2023, by and among U-Swirl International, Inc., a Nevada corporation, Bob Partners X, LLC, a Delaware limited liability company, U Swirl, LLC, a Delaware limited liability company, U Swirl Franchising LLC, a Delaware limited liability company, and U Swirl Gift Card LLC | Exhibit 10.2 to the Current Report on Form 8-K filed on May 4, 2023 (File No. 001-36865) |
| 10.15 | Pledge Agreement, dated May 1, 2023, by and among, U Swirl, LLC, a Delaware limited liability company, U-Swirl International, Inc., a Nevada corporation, Bob Partners X, LLC, a Delaware limited liability company, and certain persons named therein | Exhibit 10.3 to the Current Report on Form 8-K filed on May 4, 2023 (File No. 001-36865) |
| 10.16 | Covenant Breach Waiver, dated January 22, 2024, issued by Wells Fargo Bank, N.A. | Exhibit 10.20 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2025 (File No. 001-36865) |
| 10.17 | Covenant Breach Waiver, dated May 15, 2025, issued by RMC Credit Facility, LLC | Filed herewith. |
| 10.18 | Offer Letter, dated May 29, 2024, by and between Rocky Mountain Chocolate Factory, Inc. and Jeffrey R. Geygan | Exhibit 10.1 to the Current Report on Form 8-K filed on June 5, 2024 (File No. 001-36865) |
| 10.19** | Offer Letter, executed July 18, 2024, by and between Rocky Mountain Chocolate Factory, Inc. and Carrie E. Cass | Exhibit 10.1 to the Current Report on Form 8-K filed on July 24, 2024 (File No. 001-36865) |
| 10.20* | Promissory Note and Security Assignment and Assumption Agreement, dated as of July 26, 2024, by and between the Company and Isaac Lee Collins, LLC | Exhibit 10.1 to the Current Report on Form 8-K filed on July 31, 2024 (File No. 001-36865) |
| 10.21 | Securities Purchase Agreement, dated as of August 5, 2024, by and among Rocky Mountain Chocolate Factory, Inc. and certain purchasers thereto | Exhibit 10.1 to the Current Report on Form 8-K filed on August 7, 2024 (File No. 001-36865) |
| 10.22 | Registration Rights Agreement dated as of August 5, 2024, by and among Rocky Mountain Chocolate Factory, Inc. and certain purchasers thereto | Exhibit 10.2 to the Current Report on Form 8-K filed on August 7, 2024 (File No. 001-36865) |
| 10.23 | Credit Agreement, dated September 30, 2024, by and between Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, and RMC Credit Facility, LLC, a Colorado limited liability company | Exhibit 10.1 to the Current Report on Form 8-K filed on October 4, 2024. |
| 10.24 | Promissory Note, dated September 30, 2024, made by Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, to RMC Credit Facility, LLC, a Colorado limited liability company | Exhibit 10.2 to the Current Report on Form 8-K filed on October 4, 2024. |
| 10.25 | Deed of Trust, dated September 30, 2024, by and among Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, RMC Credit Facility, LLC, a Colorado limited liability company, and the Public Trustee of La Plata County, Colorado | Exhibit 10.3 to the Current Report on Form 8-K filed on October 4, 2024. |
| 10.26 | Agreement dated as of November 26, 2024, by and between Rocky Mountain Chocolate Factory, Inc. and Global Value Investment Corporation and its affiliates | Exhibit 10.1 to the Current Report on Form 8-K filed on November 27, 2024. |
| 10.27 | Credit Agreement, dated August 28, 2025, by and between Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, and RMCF2 Credit, LLC, a Wisconsin limited liability company | Exhibit 10.1 to the Current Report on Form 8-K filed on September 3, 2025 (File No. 001-36865) |
| 10.28 | Promissory Note, dated August 28, 2025, made by Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, to RMCF2 Credit, LLC, a Wisconsin limited liability company | Exhibit 10.2 to the Current Report on Form 8-K filed on September 3, 2025 (File No. 001-36865) |
| 10.29 | Deed of Trust, dated August 28, 2025, by and among Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, RMCF2 Credit, LLC, a Wisconsin limited liability company, and the Public Trustee of La Plata County, Colorado | Exhibit 10.3 to the Current Report on Form 8-K filed on September 3, 2025 (File No. 001-36865) |
| 10.30 | First Amendment to Credit Agreement and Promissory Note, dated August 28, 2025, by and between Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, and RMC Credit Facility, LLC, a Colorado limited liability company | Exhibit 10.4 to the Current Report on Form 8-K filed on September 3, 2025 (File No. 001-36865) |
| 10.31 | Securities Purchase Agreement, dated as of December 18, 2025, by and between Rocky Mountain Chocolate Factory, Inc. and ARM-D Rocky Mountain Chocolate Holdings LLC | Exhibit 10.1 to the Current Report on Form 8-K filed on December 19, 2025 (File No. 001-36865) |
| 10.32 | Investor Rights Agreement, dated as of December 18, 2025, by and between Rocky Mountain Chocolate | Exhibit 10.2 to the Current Report on Form 8-K filed on December 19, 2025 (File No. 001-36865) |
| Factory, Inc. and ARM-D Rocky Mountain Chocolate Holdings LLC | ||
| 10.33 | Amendment to the Letter Agreement, by and between Rocky Mountain Chocolate Factory, Inc. and Global Value Investment Corporation and its affiliates | Exhibit 10.3 to the Current Report on Form 8-K filed on December 19, 2025 (File No. 001-36865) |
| 19.1 | Rocky Mountain Chocolate Factory, Inc. Insider Trading Policy | Exhibit 19.1 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2025 (File No. 001-36865) |
| 21.1 | Subsidiaries of the Registrant | Exhibit 21.1 to the Annual Report on Form 10-K for the fiscal year ended February 29, 2024 (File No. 000-36865) |
| 23.1 | Consent of CohnReznick LLP Independent Registered Public Accounting Firm | Filed herewith |
| 24.1 | Power of Attorney | Included in signature pages hereto |
| 31.1 | Certification Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Certification Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.1 | Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.2 | Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 97.1 | Rocky Mountain Chocolate Factory, Inc. Clawback Policy | Exhibit 97.1 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2025 (File No. 001-36865) |
| 101.INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) (1) | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | Filed herewith |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) | Filed herewith |
- Contains material that has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the SEC.
** Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K.
(1) These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.