rmcfd20260210_424b3.htm

424B3 1 rmcfd20260210_424b3.htm FORM 424B3 rmcfd20260210_424b3.htm

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-292926

PROSPECTUS

1,500,000 Shares of Common Stock

This prospectus relates to the resale from time to time, by the selling stockholder which is identified in this prospectus under the caption “Selling Stockholder,” of an aggregate of up to 1,500,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of Rocky Mountain Chocolate Factory, Inc. (the “Company”). We issued the shares of Common Stock to the selling stockholder in a private placement, which we completed on December 18, 2025.

The selling stockholder may, from time to time, sell, transfer or otherwise dispose of any or all of its shares of Common Stock or interests in its shares of Common Stock on any stock exchange, market or trading facility on which the Common Stock is traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the $2.44 time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” beginning on page 10 of this prospectus for more information. We will not receive any proceeds from any sale or other disposition of the shares of Common Stock by the selling stockholder. See “Use of Proceeds” beginning on page 6 and “Plan of Distribution” beginning on page 10 of this prospectus for more information.

The Common Stock is currently quoted on the Nasdaq Capital Market under the symbol “RMCF.” On February 12, 2026, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.91 per share.

You should read this prospectus, together with additional information described under the headings “Information Incorporated by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors” beginning on page 4 of this prospectus, in the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on June 20, 2025, and in our subsequent Quarterly Reports on Form 10-Q and other filings that we make with the SEC from time to time, which are incorporated by reference in their entirety, together with other information in this prospectus and the information incorporated by reference.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 13, 2026

Summary	2
Risk Factors	4
Cautionary Note Regarding Forward-Looking Statements	5
Use of Proceeds	6
Selling Stockholder	7
Description of Securities	8
Plan of Distribution	10
Legal Matters	13
Experts	13
Information Incorporated by Reference	14
Where You Can Find More Information	15

Securities offered by the Selling Stockholder		Up to 1,500,000 shares of Common Stock.

Common Stock outstanding after this offering		9,332,822 shares of Common Stock.

Use of proceeds		We will not receive any proceeds from the shares of Common Stock offered by the Selling Stockholder under this prospectus.

Nasdaq Capital Market Symbol		“RMCF.” An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors” beginning on page 4 of this prospectus, in the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025, as filed with the SEC on June 20, 2025, and in our subsequent Quarterly Reports on Form 10-Q and other filings that we make with the SEC from time to time, which are incorporated by reference in their entirety, together with other information in this prospectus and the information incorporated by reference.

Name of Selling Stockholder		Shares Owned Prior To This Offering				Shares Offered by This Prospectus				Shares Owned After This Offering				Percentage of Shares Beneficially Owned After Offering⁽¹⁾
ARM-D Rocky Mountain Chocolate Holdings LLC.			1,500,000	⁽²⁾			1,500,000				0				0	%

SEC Form 424B3 filed by Rocky Mountain Chocolate Factory Inc.