SCHEDULE: GVIC Amends Rocky Mountain Chocolate Factory Stake Agreement

Global Value Investment Corp. and affiliates updated their Schedule 13D filing for Rocky Mountain Chocolate Factory, disclosing an amended cooperation agreement and recent share transactions.

Summary

• Reporting Persons, led by Global Value Investment Corporation (GVIC), beneficially own 1,966,219 shares of Rocky Mountain Chocolate Factory, Inc. Common Stock, representing approximately 21.14% of the outstanding shares as of December 22, 2025.
• This percentage is calculated based on 7,800,508 shares outstanding as of October 10, 2025, plus an additional 1,500,000 shares issued on December 18, 2025, through a common stock offering.
• An amendment to the cooperation agreement, effective December 18, 2025, restricts GVIC from increasing its ownership to more than 25.0% of the Issuer's then-outstanding Voting Securities.
• Recent transactions by clients of GVIC include purchases of 6,720 shares at $1.82 and 8,935 shares at $1.64, and a sale of 6,915 shares at $1.62 for tax management purposes.
• The aggregate purchase price for the 1,966,219 shares acquired by Reporting Persons was approximately $8,469,540.66, excluding commissions.

Sentiment

Score: 6

Explanation: The filing indicates continued significant investment by GVIC and its affiliates, which is generally positive. However, the imposition of a 25% ownership cap via the amended cooperation agreement could be seen as limiting GVIC's future influence or potential for a full acquisition, which might temper enthusiasm for some investors. The recent capital raise by the issuer could be dilutive but also provides funds for operations.

Positives

• GVIC and its affiliates maintain a significant ownership stake of 21.14%, indicating continued investment interest in Rocky Mountain Chocolate Factory.
• Recent share purchases by clients of GVIC at prices of $1.82 and $1.64 suggest a belief in the company's value at those levels.

Negatives

• The amendment to the cooperation agreement includes a standstill provision limiting GVIC's ownership to 25.0%, which could restrict future activist potential or a full takeover bid from this group.
• Some client accounts terminated their relationship with GVIC, leading to the delivery (disposition) of 2,145 and 3,690 shares of Common Stock.

Risks

• The Reporting Persons' investment strategy includes potentially modifying their ownership, proposing changes in operations or capitalization, or pursuing a transaction to acquire a controlling interest, which could lead to strategic shifts or management changes.
• The use of margin accounts for purchasing shares means positions may be pledged as collateral, introducing leverage risk.

Future Outlook

The Reporting Persons intend to continue monitoring Rocky Mountain Chocolate Factory's operations, business development, management, and market conditions, reserving the right to modify their investment, propose changes, or pursue further transactions, subject to the terms of the amended Cooperation Agreement.

Management Comments

• Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Statement.

Industry Context

This filing reflects ongoing shareholder engagement and investment activity within the consumer discretionary sector, specifically in the specialty food and confectionery industry. The amendment to the cooperation agreement, including a standstill provision, is a common mechanism used to formalize relationships between significant shareholders and company management, often following periods of activist pressure or strategic discussions.

Corporate Governance

Stakeholder Impact

• Shareholders: The standstill agreement limits the potential for GVIC to pursue a full takeover, which could impact share price volatility related to activist speculation. The recent capital raise by the Issuer could dilute existing shareholders.
• Management/Board: The cooperation agreement formalizes the relationship with a significant shareholder group, potentially providing stability but also setting boundaries on GVIC's influence.

Next Steps

• Reporting Persons will continue to monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and market conditions.
• Reporting Persons reserve the right to formulate other plans and proposals, take actions with respect to their investment, and acquire or dispose of shares, subject to the Cooperation Agreement.

Key Dates

Recommendation

The filing indicates a significant, but now capped, stake by an investment group, suggesting continued oversight and potential for strategic input. The standstill agreement at 25% limits the upside potential from a full GVIC takeover but also reduces uncertainty regarding aggressive activist actions. The recent capital raise by the company, while dilutive, may provide necessary funding. Given the mixed signals of continued investment interest alongside a defined ownership ceiling and recent dilution, a 'hold' recommendation is appropriate as investors await further clarity on the company's strategic direction and performance post-capital raise.

Keywords

Rocky Mountain Chocolate Factory, RMCF, Global Value Investment Corp, GVIC, Schedule 13D, Beneficial Ownership, Cooperation Agreement, Shareholder Activism, Investment Management, Common Stock, SEC Filing