RCI Hospitality warned over late 2Q26 10-Q filing
RCI Hospitality Holdings, Inc. reported that Nasdaq has notified the company it is not in compliance with Listing Rule 5250(c)(1) because it has not yet filed its Form 10-Q for the quarter ended March 31, 2026.
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Form Type
8-K
Rhea-AI Filing Summary
RCI Hospitality Holdings, Inc. reported that Nasdaq has notified the company it is not in compliance with Listing Rule 5250(c)(1) because it has not yet filed its Form 10-Q for the quarter ended March 31, 2026. Under Nasdaq rules, RCI has until July 20, 2026 to either file the 10-Q or submit a plan to regain compliance. If Nasdaq accepts a plan, it may grant up to 180 days from the original due date, through November 16, 2026, for RCI to become current by filing the 10-Q and any other required reports due in that period. The company notes that the Nasdaq letter has no immediate effect on the listing of its common stock on the Nasdaq Global Market and states that it intends to file the 10-Q as soon as practicable.
Positive
- None.
Negative
- Nasdaq noncompliance notice for late 10-Q – RCI Hospitality has not filed its Form 10-Q for the quarter ended March 31, 2026, triggering a Nasdaq Listing Rule 5250(c)(1) deficiency process with defined cure deadlines.
Insights
Nasdaq noncompliance notice adds listing risk if RCI misses filing deadlines.
RCI Hospitality has been formally notified by Nasdaq that it is out of compliance because its Form 10-Q for the quarter ended March 31, 2026 remains unfiled. This triggers Nasdaq’s deficiency process, which can escalate if the company does not become current.
RCI has until July 20, 2026 to either file the 10-Q or submit a compliance plan. If Nasdaq accepts that plan, RCI could have up to 180 days from the due date, to November 16, 2026, to file the 10-Q and any other required reports. The notice currently has no effect on the Nasdaq Global Market listing, but failure to meet these milestones could increase pressure around the company’s trading status.
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, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Missing report: Form 10-Q
Initial compliance deadline: July 20, 2026
Maximum extension period: 180 days
+1 more
4 metrics
Missing report
Form 10-Q
Quarter ended March 31, 2026
Initial compliance deadline
July 20, 2026
Deadline to file 10-Q or submit plan
Maximum extension period
180 days
From 10-Q due date if Nasdaq accepts plan
Latest potential cure date
November 16, 2026
End of possible Nasdaq exception period
Key Terms
Listing Rule 5250(c)(1), Form 10-Q, Nasdaq Global Market, continued listing requirements, +1 more
5 terms
Listing Rule 5250(c)(1) regulatory
"indicating that we are not in compliance with Listing Rule 5250(c)(1) because we have not yet filed our Quarterly Report"
A Nasdaq listing standard that requires companies traded on the exchange to file their regular financial reports with the U.S. Securities and Exchange Commission on time, such as annual and quarterly reports, and to notify Nasdaq if filings are late. It matters to investors because these filings provide the routine, reliable information needed to judge a company’s health; missing them can trigger warnings, trading suspension, or removal from the exchange, which can sharply affect liquidity and share value — like a business losing its operating license for failing inspections.
Form 10-Q financial
"because we have not yet filed our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026"
A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.
Nasdaq Global Market market
"The Nasdaq notification letter has no immediate effect on the listing of our common stock on the Nasdaq Global Market"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
continued listing requirements regulatory
"a plan to Nasdaq as to how we plan to regain compliance with Nasdaq’s continued listing requirements"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.
forward-looking statements financial
"This press release may contain forward-looking statements that involve a number of risks and uncertainties"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why did RCI Hospitality (RICK) receive a Nasdaq noncompliance notice?
RCI Hospitality received the notice because it has not filed its Form 10-Q for the quarter ended March 31, 2026. Nasdaq Listing Rule 5250(c)(1) requires timely SEC reports, and the delay placed the company out of compliance with continued listing requirements.
What deadline did Nasdaq give RCI Hospitality (RICK) to address the 10-Q delay?
Nasdaq gave RCI Hospitality until July 20, 2026 to either file its Form 10-Q or submit a plan to regain compliance. This date starts the formal cure process under Nasdaq rules governing delayed periodic SEC filings.
Can RCI Hospitality (RICK) receive additional time to regain Nasdaq compliance?
If RCI submits an acceptable plan, Nasdaq may grant up to 180 days from the 10-Q’s due date, through November 16, 2026. During that period, RCI can regain compliance by filing the delayed Form 10-Q and all subsequent required periodic reports.
Does the Nasdaq notice immediately affect RCI Hospitality (RICK) stock listing?
The notice has no immediate effect on RCI Hospitality’s common stock listing on the Nasdaq Global Market. The company remains listed while it works to file the Form 10-Q and, if needed, pursue the formal compliance plan and appeal processes.
How does RCI Hospitality (RICK) plan to respond to the Nasdaq deficiency?
RCI Hospitality states it intends to file its Form 10-Q for the quarter ended March 31, 2026 as soon as practicable. If it cannot file by July 20, 2026, the company plans to submit a compliance plan to Nasdaq by that date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
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): May 20, 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 May 20, 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 not yet filed our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”).
Under the Nasdaq Listing Rules, we have until July 20, 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-Q as soon as practicable, if we are unable to file our Form 10-Q by July 20, 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 filing’s due date, or until November 16, 2026, to regain compliance. We may regain compliance at any time during this 180-day period upon filing with the SEC our 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 May 22, 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: May 22, 2026 | By: | /s/ Travis Reese | ||||||
| Travis Reese | ||||||||
| Interim President and Chief Executive Officer | ||||||||
3
RCI Receives Anticipated Nasdaq Letter Related to 2Q26 10-Q
HOUSTON—May 22, 2026—On May 20, 2026, RCI Hospitality Holdings, Inc. (Nasdaq: RICK) received an anticipated letter from the Nasdaq Stock Market notifying the Company of its noncompliance with Listing Rule 5250(c)(1) requiring the timely filing of reports with the SEC. RCI has not yet filed its Form 10-Q for the second quarter ended March 31, 2026. Nasdaq’s letter has no immediate effect on the Company’s common stock listing.
Under Nasdaq’s rules, RCI has until July 20, 2026, to file its 10-Q or submit a plan to regain compliance. RCI intends to file its 10-Q as soon as practicable. If the Company is unable to do so, it will submit a compliance plan on or prior to July 20, 2026. If Nasdaq accepts it, the exchange may grant an exception of up to 180 calendar days from the 10-Q’s due date, or until November 16, 2026. The Company may regain compliance at any time prior to that date by filing its 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, (vi) numerous other factors such as laws governing the operation of adult entertainment or restaurant businesses, competition and dependence on key personnel, and (vii) our ability to regain and maintain compliance with the filing requirements of the U.S. Securities and Exchange Commission (“SEC”) and the Nasdaq Stock Market. 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, 2025, as well as its other filings with the SEC. The Company has no obligation to update or revise the forward-looking statements to reflect the occurrence of future events or circumstances.
Media & Investor Contacts
Gary Fishman and Michael Wichman at 212-883-0655 or gfishman@pondel.com and mwichman@pondel.com