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Rocky Mountain Chocolate Factory, Inc.

For the period ended Aug 3, 2026. Filed Jun 29, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 3, 2026 · Filed Jun 29, 2026

RMCF$0.83+7.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒
Filed by a party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-l2

Rocky Mountain Chocolate Factory, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 3, 2026

June 29, 2026

The 2026 Annual Meeting of Stockholders of Rocky Mountain Chocolate Factory, Inc. (the “Annual Meeting”) will be held on Monday, August 3, 2026 at 10:00 a.m. (Mountain Time) virtually by live webcast athttps://meetnow.global/MN7DKX9 for the following purposes:

  1. To elect five nominees named in this Proxy Statement as directors, each to hold office until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified;

  2. To ratify the appointment of Rosenberg Rich Baker Berman, P.A. as our independent registered public accounting firm for the fiscal year ending February 28, 2027;

  3. To approve, on an advisory basis, the compensation of our named executive officers;

  4. To hold an advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers;

  5. To approve an amendment to the Company’s 2024 Omnibus Incentive Compensation Plan, as amended (the “2024 Plan”), to increase the number of shares of common stock authorized for issuance under the 2024 Plan; and

  6. To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

Stockholders of record of Rocky Mountain Chocolate Factory, Inc.’s common stock at the close of business on June 22, 2026 are entitled to vote at the Annual Meeting and any postponements or adjournments of the Annual Meeting.

This year’s Annual Meeting will be a virtual meeting only, and stockholders will not have the option of attending in person. There is no physical location for the Annual Meeting. The stockholders attending the Annual Meeting virtually will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting https://meetnow.global/MN7DKX9 and entering control number which can be found on your notice of the Annual Meeting, on your proxy card or on the instructions that accompanied your proxy materials. Stockholders attending the Annual Meeting are encouraged to pre-register athttps://meetnow.global/MN7DKX9 by 10:00 a.m. (Mountain Time), on Sunday, August 2, 2026 and log into the live webcast platform beginning at 8:45 a.m. (Mountain Time) on the Annual Meeting date. We would appreciate your early registration so that the Annual Meeting may start promptly at 10:00 a.m. (Mountain Time) on the Annual Meeting date.

If you plan to participate in the Annual Meeting, we request that you mark, date, sign and return your proxy in the enclosed self-addressed envelope as soon as possible so that your shares may be certain of being represented and voted at the meeting. Any proxy given by a stockholder may be revoked by that stockholder at any time prior to the voting of the proxy.

By order of the Board of Directors

/s/ Mel Keating

Chair of the Board of Directors

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting: Our Annual Report on Form 10-K for the fiscal year ended February 28, 2026, Proxy Statement and Proxy Card are available athttps://www.edocumentview.com/RMCF.

Your vote is important. Please vote as promptly as possible electronically via the phone or Internet or by completing, signing, dating and returning the proxy card or voting instruction card.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.