Rocky Mountain Chocolate Factory, Inc.

Disclosure Controls and Procedures and Changes in Internal Control Over Financial Reporting

Disclosure Controls and Procedures — The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), that are designed to ensure that material information relating to the Company is made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports that are filed or submitted under the Exchange Act, are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management, under the supervision and with the participation of our Interim Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the Company’s disclosure controls and procedures. Based on that evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of February 28, 2026.

Management’s Annual Report on Internal Control over Financial Reporting — Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is a process designed under supervision of the Company’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. Management, with the participation of our Interim Chief Executive Officer, has evaluated the effectiveness, as of February 28, 2026, of the Company’s internal control over financial reporting. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its publication Internal Control-Integrated Framework (2013).

Based on that assessment, management concluded that our internal control over financial reporting was not effective as of February 28, 2026 due to the identification of the material weakness discussed below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based on this definition, management has concluded that the material weaknesses noted below existed in the Company’s internal control over financial reporting.

The following material weakness was identified as of February 28, 2026:

Inventory: Management identified a material weakness in internal control over financial reporting related to inventory valuation within a perpetual inventory system maintained at standard cost, including the application of unit-of-measure inputs and overhead cost components. The material weakness arose during the implementation and stabilization of a new financial and operational system, during which certain control activities did not operate with sufficient precision, resulting in audit adjustments related to incorrect units of measure in inventory pricing and inconsistencies in overhead application. The root causes included the complexity of configuring standard cost accounting, the need to further refine system configurations and data alignment, and insufficient precision in review controls over inventory valuation and variance analysis. While controls were in place, they did not operate effectively during the stabilization period; however, this deficiency reflects a need to improve the effectiveness of the control framework rather than an absence of controls. Notwithstanding the identified material weakness, management believes the consolidated financial statements included in this Annual Report fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows.

Under the applicable SEC rules, we are not required to include an attestation report of our independent registered public accounting firm, CohnReznick LLP, on the Company’s internal control over financial reporting.

Remediation Efforts to Address Material Weakness

Management is implementing a remediation plan to address the material weakness and strengthen controls over inventory valuation within its standard cost framework, including (i) completing a comprehensive review and refinement of standard cost build-ups and overhead absorption methodologies to better align with operational cost drivers, (ii) standardizing unit-of-measure definitions and implementing controls to ensure consistency across inventory master data, bills of materials, and valuation processes, (iii) enhancing inventory valuation controls through independent review, reconciliation procedures, and cross-checks of system-generated costs to expected results, and (iv) improving the precision of management review controls, including formalized variance analysis with defined thresholds and documented follow-up. In addition, the Company is integrating these controls into its ongoing monitoring activities, increasing training for relevant personnel, and reducing reliance on manual adjustments through greater use of system-based controls. Management is completing the design and implementation of these enhancements and will demonstrate sustained operating effectiveness, after which the material weakness will be considered remediated.