Rocky Mountain Chocolate Factory: sale-leaseback of Durango property for $6,600,000

What happened

• The company announced that the board approved and the company entered into a sale-leaseback of its property at 265 Turner Drive, Durango, Colorado with American Heritage Legacies, LLC (AHL).
• On Sep 30, 2026 the company and AHL entered into a Contract to Buy and Sell Real Estate (Commercial) for $6,600,000, an amount supported by an independent appraisal. The company expects to use the net proceeds to repay $6,600,000 of outstanding promissory notes. The purchase is expected to close on or about Oct 15, 2026.
• On Oct 1, 2026 the company, as tenant, and AHL, as landlord, entered into a commercial lease for the Durango property that will commence on closing.

Key details

• Buyer/landlord: American Heritage Legacies, LLC, a company controlled by the family of Allen Harper, the company’s interim chief executive officer.
• Notes to be repaid: $6,600,000 of promissory notes to RMC Credit Facility LLC (affiliated with board member Steven L. Craig) and RMCF2 Credit, LLC (affiliated with former interim CEO and current board member Jeffrey R. Geygan). The notes accrue interest at 12% per annum.
• Lease term and rent: initial term of ten years with an option to renew for an additional ten-year term; annual base rent $624,000 for the first year, increasing 2% annually. The company will continue to pay all costs of owning, operating and maintaining the property, which will remain the company’s corporate headquarters and production and warehouse facility.
• Change of control clause: if the company undergoes a "Change of Control" (as defined in the lease), the lease terminates and, at AHL’s option, the company must buy back the property for the greater of $6,930,000 or its appraised value.
• Corporate review: the agreements and transactions were reviewed and approved by the disinterested members of the board and the audit committee under the company’s Related Party Transaction Policy.
• Regulation FD disclosure: on Oct 6, 2026 the company issued a press release announcing the sale-leaseback.

Why it may matter

• Item reported: Item 1.01 (entry into a material definitive agreement) reporting the sale-leaseback transaction, and Item 7.01 (Regulation FD disclosure) reporting the press release.

This filing does not show why the insider traded or why the company acted.