RCI Hospitality (Nasdaq: RICK) faces Nasdaq notice over delayed 10-K and 10-Q
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
RCI Hospitality Holdings reported that Nasdaq has notified the company it is not complying with Listing Rule 5250(c)(1) because it has not filed its Form 10-Q for the quarter ended December 31, 2025 and its Form 10-K for the year ended September 30, 2025.
RCI has until March 31, 2026 to either file both reports or submit a plan to regain compliance. If Nasdaq accepts a plan, the company could receive up to 180 days from the 10-K due date, until June 29, 2026, to become current by filing the 10-K, 10-Q and any other required periodic reports.
The Nasdaq notice does not immediately affect the listing of RCI’s common stock on the Nasdaq Global Market, and the company can appeal any adverse decision to a Nasdaq Hearings Panel if its compliance plan is not accepted.
Positive
- None.
Negative
- Nasdaq noncompliance notice and risk if delays persist – RCI Hospitality is formally out of compliance with Nasdaq’s timely filing rule for its 2025 Form 10-K and 1Q26 Form 10-Q, creating potential listing risk if the company cannot become current within the allowed timeframe.
Insights
Nasdaq noncompliance notice raises filing and listing risk for RCI.
Nasdaq has cited RCI Hospitality for failing to timely file its Form 10-K for the year ended September 30, 2025 and Form 10-Q for the quarter ended December 31, 2025. This is a formal notice that the company is out of compliance with Nasdaq’s reporting rule.
RCI has until March 31, 2026 to either complete these filings or submit a plan to regain compliance. If Nasdaq accepts the plan, RCI may have up to 180 days from the 10-K due date, until June 29, 2026, to become current. Actual outcomes will depend on RCI’s ability to complete and file its outstanding reports and on Nasdaq’s evaluation of any plan.
The notice currently has no effect on the stock’s Nasdaq Global Market listing, but prolonged noncompliance can ultimately threaten listing status. Investors will rely on future company disclosures to understand the timing and results of the delayed 10-K and 10-Q and any responses from Nasdaq.
8-K Event Classification
2 items: 3.01, 9.01
2 items
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2026
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices, Including Zip Code)
(281 ) 397-6730
(Issuer’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.
On February 18, 2026, RCI Hospitality Holdings, Inc. (“we,” “us” and the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that we are not in compliance with Listing Rule 5250(c)(1) because we have failed to file our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2025 (the “Form 10-Q”), and because we remain delinquent in filing our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the “Form 10-K”).
Under the Nasdaq Listing Rules, we have until March 31, 2026 to submit a plan to Nasdaq as to how we plan to regain compliance with Nasdaq’s continued listing requirements. Although we intend to regain compliance by filing our Form 10-K and Form 10-Q as soon as practicable, if we are unable to make those filings by March 31, 2026, we will submit a compliance plan on or prior to that date. If Nasdaq accepts our plan, Nasdaq can grant an exception of up to 180 calendar days from the 10-K’s due date, or until June 29, 2026, to regain compliance. We may regain compliance at any time during this 180-day period upon filing with the SEC our Form 10-K and Form 10-Q, as well as all subsequent required periodic financial reports that are due within that period. If Nasdaq does not accept our plan, we will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The Nasdaq notification letter has no immediate effect on the listing of our common stock on the Nasdaq Global Market.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | Press release of RCI Hospitality Holdings, Inc. dated February 20, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RCI HOSPITALITY HOLDINGS, INC. | ||||||||
| Date: February 20, 2026 | By: | /s/ Travis Reese | ||||||
| Travis Reese | ||||||||
| Interim President and Chief Executive Officer | ||||||||
3
RCI Receives Anticipated Nasdaq Letter Related to 1Q26 10-Q
HOUSTON—February 20, 2026— On February 18, 2026, RCI Hospitality Holdings, Inc. (Nasdaq: RICK) received, as anticipated, a letter from the Nasdaq Stock Market notifying the Company of its continued noncompliance with Listing Rule 5250(c)(1) requiring the timely filing of reports with the SEC. Nasdaq sent the letter in connection with RCI not yet filing its Form 10-Q for the fiscal 2026 first quarter ended December 31, 2025, and because RCI remains delinquent in filing its Form 10-K for the year ended September 30, 2025. Nasdaq's letter has no immediate effect on the Company's stock listing.
Under Nasdaq’s rules, RCI has until March 31, 2026 to file its 10-K and 10-Q or submit a plan to regain compliance. RCI intends to file its 10-K and 10-Q as soon as practicable. If the Company is unable to do so by March 31, 2026, it will submit a compliance plan on or prior to that date. If Nasdaq accepts the plan, the exchange may grant an exception of up to 180 calendar days from the 10-K’s due date, or until June 29, 2026.
The Company may regain compliance at any time prior to that date by filing its 10-K, 10-Q, and all subsequent required periodic filings that are due within that period. If Nasdaq does not accept RCI's plan, the Company can appeal that decision to a Nasdaq panel.
Forward-Looking Statements
This press release may contain forward-looking statements that involve a number of risks and uncertainties that could cause the Company's actual results to differ materially from those indicated, including, but not limited to, the risks and uncertainties associated with (i) operating and managing an adult entertainment or restaurant business, (ii) the business climates in cities where it operates, (iii) the success or lack thereof in launching and building the Company's businesses, (iv) cyber security, (v) conditions relevant to real estate transactions, and (vi) numerous other factors such as laws governing the operation of adult entertainment or restaurant businesses, competition and dependence on key personnel. For more detailed discussion of such factors and certain risks and uncertainties, see RCI's annual report on Form 10-K for the year ended September 30, 2024, as well as its other filings with the U.S. Securities and Exchange Commission. The Company has no obligation to update or revise the forward-looking statements to reflect the occurrence of future events or circumstances.
Contacts: Gary Fishman and Michael Wichman at 212-883-0655 or gfishman@pondel.com and mwichman@pondel.com.
FAQ
Why did RCI Hospitality (RICK) receive a Nasdaq noncompliance notice?
RCI Hospitality received the notice for not filing its Form 10-K for the year ended September 30, 2025 and its Form 10-Q for the quarter ended December 31, 2025 on time, violating Nasdaq Listing Rule 5250(c)(1) on timely SEC reports.
What deadline has Nasdaq given RCI Hospitality (RICK) to regain compliance?
Nasdaq gave RCI Hospitality until March 31, 2026 to either file its missing Form 10-K and Form 10-Q or submit a plan to regain compliance. This date is the key near-term deadline for addressing the company’s reporting delinquency.
Can RCI Hospitality (RICK) get more time from Nasdaq to fix its late filings?
If RCI submits an acceptable plan, Nasdaq may grant up to 180 calendar days from the 10-K due date, or until June 29, 2026. During this extension, RCI can regain compliance by filing the Form 10-K, Form 10-Q, and all subsequent required reports.
Does the Nasdaq noncompliance notice immediately affect RCI Hospitality’s stock listing?
The notice has no immediate effect on RCI Hospitality’s listing on the Nasdaq Global Market. The company’s common stock continues to trade while it works to file the delayed reports or submit a compliance plan to Nasdaq.
What does RCI Hospitality (RICK) plan to do about its late 10-K and 10-Q filings?
RCI Hospitality states it intends to file its Form 10-K and Form 10-Q as soon as practicable. If it cannot file both by March 31, 2026, the company plans to submit a compliance plan to Nasdaq on or before that date.
Can RCI Hospitality (RICK) appeal if Nasdaq rejects its compliance plan?
If Nasdaq does not accept RCI Hospitality’s compliance plan, the company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel. This provides an additional process to argue for maintaining its Nasdaq listing while resolving filing issues.