Rocky Mountain Chocolate Factory, Inc. 8-K/A

What Happened
Rocky Mountain Chocolate Factory, Inc. announced that Allen C. Harper was appointed Interim Chief Executive Officer and Principal Executive Officer effective June 30, 2026. The company and Mr. Harper executed an offer letter dated July 8, 2026 that sets Mr. Harper’s annual base salary at $140,000 (or $70,000 for a six‑month period), provides customary benefits, and grants a special equity incentive award of restricted stock units (RSUs) valued at $130,000 as of the July 8, 2026 grant date. Mr. Harper’s appointment is intended to be temporary (up to six months, subject to possible extension by the Board) and his employment remains at‑will.

Key Details

• Effective start date: June 30, 2026; offer letter dated July 8, 2026.
• Cash pay: $140,000 annual base salary ($70,000 pro‑rated for six months), paid bi‑weekly.
• Equity: RSU grant valued at $130,000; number of shares = $130,000 ÷ 20‑day VWAP prior to the grant date, fractional shares rounded to the nearest whole share.
• Vesting: RSUs vest in six equal monthly installments beginning on the grant date, only while Mr. Harper continues as Interim CEO.
• Other terms: Employment is at‑will; no guaranteed severance unless the Compensation Committee approves severance. RSUs governed by the company’s 2024 Equity Incentive Plan.

Why It Matters
An interim CEO appointment signals a leadership transition period for the company. The compensation package is modest in cash and weighted with an equity grant that vests quickly (monthly over six months), aligning Mr. Harper’s incentives with short‑term performance and retention during the transition. Investors should note the temporary nature of the role, the lack of guaranteed severance, and watch for updates on the Board’s search for a permanent CEO and any strategic changes that follow.