SCHEDULE: Radoff Group Cuts Rocky Mountain Chocolate Stake Below 5%

Bradley L. Radoff and The Radoff Family Foundation have reduced their beneficial ownership in Rocky Mountain Chocolate Factory, Inc. to 4.6%.

Summary

• Bradley L. Radoff and The Radoff Family Foundation, collectively referred to as the Reporting Persons, have amended their Schedule 13D filing for Rocky Mountain Chocolate Factory, Inc.
• As of September 16, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Common Stock of Rocky Mountain Chocolate Factory, Inc.
• The Radoff Family Foundation now directly beneficially owns 356,000 shares, representing approximately 4.6% of the outstanding shares.
• Bradley L. Radoff directly beneficially owns 100 shares, constituting approximately 0.001% of the outstanding shares.
• Mr. Radoff is deemed to beneficially own the 356,000 shares held by the Radoff Foundation, bringing his total deemed beneficial ownership to 356,100 shares, also representing approximately 4.6% of the outstanding shares.
• The aggregate purchase price for the 356,000 shares owned by the Radoff Foundation was approximately $748,155.
• The aggregate purchase price for the 100 shares owned by Mr. Radoff was approximately $583.
• Transactions in the past 60 days include sales by Bradley L. Radoff totaling 131,398 shares at prices ranging from $1.4700 to $1.8723, and a purchase by The Radoff Family Foundation of 10,000 shares at $1.8745.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the significant net selling activity by a key individual and related entity, leading to their beneficial ownership falling below the 5% threshold. This often signals a lack of confidence or a shift in investment strategy.

Positives

• The Radoff Family Foundation made a purchase of 10,000 shares at $1.8745 on July 25, 2025, indicating some level of investment at that price point.

Negatives

• Bradley L. Radoff executed significant sales of common stock, totaling 131,398 shares, across multiple transactions between September 10, 2025, and September 16, 2025.
• The Reporting Persons' aggregate beneficial ownership has fallen below the 5% threshold, signaling a reduction in their stake in the company.

Risks

• A reduction in beneficial ownership by a significant shareholder group could be interpreted as a decrease in confidence in the company's future prospects.
• The net selling activity by Bradley L. Radoff may put downward pressure on the stock price or reflect a strategic divestment.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports changes in beneficial ownership.

Industry Context

This filing is specific to changes in beneficial ownership by a particular shareholder group and does not provide broader industry context or trends for Rocky Mountain Chocolate Factory, Inc. or the confectionery industry.

Related Party Transactions

• Bradley L. Radoff, as a director of The Radoff Family Foundation, is deemed to beneficially own the shares held by the Foundation, indicating a related party relationship in their beneficial ownership reporting.

Stakeholder Impact

• Shareholders may perceive the reduction in a significant investor's stake as a negative signal, potentially impacting investor confidence and the company's stock price.
• The market may interpret this as a lack of conviction from a previously significant holder, leading to increased scrutiny of the company's fundamentals.

Key Dates

Recommendation

The significant reduction in beneficial ownership by Bradley L. Radoff and The Radoff Family Foundation, with substantial net selling activity, suggests a potential loss of confidence or a strategic divestment by a key investor. This insider selling could signal underlying concerns not publicly disclosed, making a 'sell' recommendation prudent for a seasoned investor or institution to mitigate potential downside risk.

Keywords

Rocky Mountain Chocolate Factory, RMCF, Schedule 13D, beneficial ownership, insider selling, Radoff, stock sale, equity stake, shareholder activity