RCI Hospitality buys 821K shares in $30M repurchase deal

RCI Hospitality Holdings entered into a material stock repurchase with ADW Capital Partners, buying 821,000 shares of its common stock for a total of $30,000,000.

Rhea-AI Filing Summary

RCI Hospitality Holdings entered into a material stock repurchase with ADW Capital Partners, buying 821,000 shares of its common stock for a total of $30,000,000. The company paid $8,000,000 in cash and issued a two-year unsecured Promissory Note for $22,000,000 bearing 12% annual interest.

The Promissory Note calls for 23 equal monthly payments of $1,000,000 in combined principal and interest, followed by a final lump-sum payment of remaining principal and accrued interest due on November 21, 2027. If RCI or its subsidiaries sell real estate or an operating subsidiary, 50% of the net cash received at closing must be used to prepay principal, and a merger or change of control would require immediate repayment of all outstanding principal and interest.

Centennial Bank consented to this additional indebtedness and temporarily lowered the debt service coverage ratio requirement under existing loan agreements from 1.40x to 1.25x through June 30, 2026, after which the requirement reverts to 1.40x.

Insights

Capital structure & corporate finance analyst

RCI finances a large share repurchase with costly unsecured debt and tighter cash commitments.

RCI Hospitality repurchased 821,000 shares for $30,000,000, using $8,000,000 in cash and a $22,000,000 unsecured Promissory Note at 12% interest. This shifts capital toward equity reduction while adding a meaningful fixed-income obligation. The note structure, with 23 equal monthly payments of $1,000,000 and a balloon payment on November 21, 2027, front-loads cash outflows over the next two years.

Prepayment terms require using 50% of net cash from any sale of real property or operating subsidiaries to pay down principal, and a merger or change of control would trigger full repayment of principal and interest. These clauses tie future strategic transactions directly to debt reduction, influencing how sale proceeds or strategic deals might be deployed.

Centennial Bank’s consent to the new indebtedness and temporary reduction of the debt service coverage ratio from 1.40x to 1.25x through June 30, 2026 suggests recognition of the higher near-term debt burden. Once the covenant reverts to 1.40x, ongoing performance and cash generation will be important to comfortably meet both the note’s payment schedule and bank requirements.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What agreement did RCI Hospitality Holdings (RICK) enter into with ADW Capital?

RCI Hospitality entered into a Stock Repurchase Agreement with ADW Capital Partners, ADW Capital Management, and Adam D. Wyden to buy back shares of its common stock.

How many RCI Hospitality (RICK) shares were repurchased and for how much?

RCI Hospitality repurchased 821,000 shares of common stock from ADW Capital for a total purchase price of $30,000,000.

How is the $30 million RCI Hospitality share repurchase being financed?

The transaction is financed with $8,000,000 in cash by wire transfer and a $22,000,000 unsecured Promissory Note bearing 12% annual interest.

What are the key terms of RCI Hospitality’s $22 million Promissory Note?

The Promissory Note carries 12% per annum interest, requires 23 equal monthly payments of $1,000,000 in principal and interest, and a final lump-sum payment of remaining principal and accrued interest due on November 21, 2027.

How do asset sales affect RCI Hospitality’s Promissory Note obligations?

If RCI or its subsidiaries sell real property or an operating subsidiary, the company must prepay the note by using 50% of any net cash received at closing to reduce principal.

What happens to the Promissory Note if RCI Hospitality undergoes a change of control?

In the event of a merger, change of control, or similar transaction, RCI must pay the holder the full outstanding principal and all due interest under the Promissory Note.

How did Centennial Bank adjust covenants for RCI Hospitality (RICK)?

Centennial Bank consented to the new indebtedness and temporarily reduced the debt service coverage ratio under existing loan agreements from 1.40x to 1.25x through June 30, 2026, after which it reverts to 1.40x.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/25/2025 - 04:11 PM Learn about SEC filing dates

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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): November 21, 2025

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas			001-13992			76-0458229
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

10737 Cutten Road

Houston, Texas 77066

(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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o			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

Common stock, $0.01 par value

RICK

The Nasdaq Global Market

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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 21, 2025, RCI Hospitality Holdings, Inc. (“we,” “us” and “our”) entered into a Stock Repurchase Agreement (the “Purchase Agreement”) with ADW Capital Partners, L.P., a Delaware limited partnership (the “Seller”), ADW Capital Management, LLC, a Delaware limited liability company (“ADWLLC”), and Adam D. Wyden, an individual (“Wyden”). ADWLLC is the general partner and the investment manager of Seller, and Wyden is the sole manager of ADWLLC. The Purchase Agreement includes a Stock Transfer Agreement by and between the same parties, which is an exhibit thereto. Under the Purchase Agreement, we purchased 821,000 shares of common stock from the Seller, for a total purchase price of $30,000,000, paid $8,000,000 in cash by wire transfer to Seller, and $22,000,000.00 pursuant to a two-year unsecured promissory note (the “Promissory Note”).

The Promissory Note bears interest at the rate of 12% per annum and is payable in 23 equal monthly payments of principal and interest of $1,000,000, with a final lump sum payment of principal and accrued interest due and payable on November 21, 2027. The Promissory Note provides further that in the event we or any of our subsidiaries sells either (i) a real property asset or (ii) an operating subsidiary (including the sale of the securities of such subsidiary or the underlying assets of such subsidiary), we must pay to the holder as a prepayment of principal, 50% of any net cash received at the closing of such sale. Additionally, in the event there is a merger or change of control or similar transaction, we must pay to the holder the full amount of the outstanding principal balance and any interest due and outstanding under the Promissory Note.

In connection with the transaction described above, Centennial Bank consented to the additional indebtedness under the Promissory Note and agreed to a temporary adjustment of the debt service coverage requirement under RCI Holding, Inc.’s existing loan agreements. Specifically, the debt service coverage ratio requirement was reduced from 1.40X to 1.25X through and until June 30, 2026. Thereafter, the debt service coverage ratio requirement will revert to 1.40X.

A copy of the Promissory Note and Purchase Agreement are filed hereto as Exhibit 4.1 and 10.1, respectively, and are each incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

Reference is made to the disclosure regarding the Promissory Note, as set forth above under Item 1.01 of this current report, which disclosure is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number						Description
4.1						12% Unsecured Promissory Note
10.1						Stock Repurchase Agreement
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: November 24, 2025			By:			/s/ Eric Langan
						Eric Langan
						President and Chief Executive Officer

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