洛矶山巧克力工厂 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 (Mark One) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. (Check one): Accelerated filer☐Smaller reporting company☒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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). The aggregate market value of the registrant’s common stock (based on the closing price as quoted on the Nasdaq Global Market on August 29, 2025, the lastbusiness day of the registrant’s most recently completed second fiscal quarter) held by non-affiliates was $6,625,531. For purposes of this calculation, shares ofcommon stock beneficially owned by each executive officer and director and by holders of more than 10% of the registrant’s outstanding common stock have beenexcluded since those persons may under certain circumstances be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a As of May 22, 2026, there were 9,398,826 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement in connection with the 2025 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated byreference in Part III of this Annual Report on Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of theregistrant’s fiscal year ended February 28, 2026. ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. FORM 10-K TABLE OF CONTENTS PART I. ITEM 1.BusinessITEM 1.ARisk FactorsITEM 1.BUnresolved Staff CommentsITEM 1.CCybersecurityITEM 2.PropertiesITEM 3.Legal ProceedingsITEM 4.Mine Safety Disclosures PART II. ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities26ITEM 6.Reserved26ITEM 7.Management's Discussion and Analysis of Financial Condition and Results of Operations27ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk34ITEM 8.Financial Statements and Supplementary Data35ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure66ITEM 9A.Controls and Procedures66ITEM 9B.Other Information67ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections67 PART III. ITEM 10.Directors, Executive Officers and Corporate Governance68ITEM 11.Executive Compensation68ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters68ITEM 13.Certain Relationships and Related Transactions, and Director Independence68ITEM 14.Principal Accountant Fees and Services69 PART IV. ITEM 15.Exhibits, Financial Statement SchedulesITEM 16.Form 10-K Summary Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K (