Rci Hospitality 8-K Filings

RCI HOSPITALITY HOLDINGS, INC. (RICK) reported the results of its August 20, 2026 Annual Meeting of Stockholders held at its Houston, Texas headquarters. Stockholders voted on electing six directors, ratifying the independent auditor, and a non-binding advisory resolution on executive compensation.

There were 7,644,500 shares of common stock outstanding as of the June 22, 2026 record date, and 6,146,297 voting shares were present in person or by proxy. All six director nominees were elected, the selection of CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending September 30, 2026 was ratified, and the say-on-pay advisory resolution was approved.

RCI Hospitality Holdings, Inc. reported fiscal 3Q26 results with total revenues of $73.9 million versus $71.1 million a year earlier. GAAP EPS was $0.83 compared with $0.46, while non-GAAP EPS was $0.90 versus $0.77, and adjusted EBITDA rose to $16.9 million from $15.3 million.

Nightclubs revenue grew to $63.0 million and Bombshells revenue to $10.8 million, with Bombshells operating income improving to $759,000 from $67,000. Net cash provided by operating activities was $11.3 million and free cash flow $10.6 million. Debt was $240.1 million at June 30, 2026, and weighted average shares declined to 7.65 million due to share buybacks.

For the first nine months of fiscal 2026, revenues were $213.5 million versus $208.5 million, GAAP EPS was $0.16 versus $1.84, and non-GAAP EPS was $2.41 versus $2.23, reflecting higher impairments and a premium on stock repurchases in the current year.

RCI Hospitality Holdings reported that total club and sports bar sales for fiscal 3Q26 were $73.3 million, up 4.0% year over year. Nightclubs generated $62.5 million in sales, increasing 1.0%, while Bombshells sports bar-restaurants produced $10.8 million, rising 25.9%.

Same-store sales were mixed, with nightclub same-store sales down 0.8% and Bombshells same-store sales up 4.7%, leading to a combined same-store decline of 0.2%. For the first nine months of fiscal 2026, combined sales reached $211.8 million, up 2.4% from the prior-year period.

RCI Hospitality Holdings, Inc. reports that it has regained compliance with Nasdaq’s periodic reporting rules. Nasdaq had notified the company on May 20, 2026, that it no longer met Listing Rule 5250(c)(1) because of a missing periodic report.

After RCI filed its Form 10-Q for the fiscal quarter ended March 31, 2026 on May 28, 2026, Nasdaq notified the company on May 29, 2026 that it is again in compliance with Listing Rule 5250(c)(1) and that the matter is closed.

RCI Hospitality Holdings reported mixed results for the fiscal 2026 second quarter ended March 31, 2026. Total revenues rose to $68.7 million from $65.9 million a year earlier, driven mainly by higher Nightclubs sales, while Bombshells revenue was roughly flat.

GAAP results weakened as net income attributable to common stockholders moved to a loss of $0.3 million, or $(0.04) per share, compared with profit of $3.2 million, or $0.36 per share, largely due to higher non-cash impairments of $7.6 million. However, non-GAAP diluted EPS improved to $0.78 from $0.65, and Adjusted EBITDA increased to $15.6 million from $14.2 million.

Cash generation strengthened: net cash provided by operating activities rose to $9.9 million from $8.5 million, and free cash flow increased to $8.4 million from $6.9 million. Management highlighted weather-related club closures and continued share repurchases; as of May 22, 2026, shares outstanding were about 7.64 million under its 5-Year Capital Allocation Plan.

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.

RCI Hospitality Holdings, Inc. reports that it has regained compliance with Nasdaq’s periodic filing requirements. Nasdaq had previously notified the company on January 30, 2026 and February 18, 2026 that it was not meeting Listing Rule 5250(c)(1), which governs timely SEC filings.

On May 8, 2026, Nasdaq informed RCI that, after the company filed its Form 10-Q for the fiscal quarter ended December 31, 2025 on May 7, 2026, it determined the company is back in compliance and the matter is closed. The company remains listed on The Nasdaq Global Market under the symbol RICK.

RCI Hospitality Holdings reported fiscal 2026 first-quarter results for the period ended December 31, 2025. Total revenue was $70.8 million, slightly below $71.5 million a year earlier. GAAP EPS swung to a loss of $0.57 from earnings of $1.01, largely due to a $9.9 million premium on stock repurchases and other pre‑tax net charges totaling $10.1 million versus $3.2 million in net gains in 1Q25.

On an adjusted basis, non‑GAAP EPS was $0.74, modestly below $0.80 in the prior year, while adjusted EBITDA held essentially flat at $15.7 million. Free cash flow declined to $6.7 million from $12.1 million as operating cash flow fell to $7.8 million from $13.3 million. Nightclub revenue grew 0.9% to $62.3 million, while Bombshells revenue fell 12.6% to $8.4 million.

The company has repurchased more than one million shares in fiscal 2026 to date as of May 1, 2026, leaving approximately 7,651,500 shares outstanding. Debt was $256.4 million at December 31, 2025, up from $235.8 million at September 30, 2025, mainly from seller financing related to the ADW transaction.

RCI Hospitality Holdings reports that subsidiary RCI Internet Services discovered a cybersecurity incident on March 23, 2026, which began on March 19, 2026. An insecure direct object reference vulnerability on its IIS web server allowed unauthorized access to personal data for numerous independent contractors.

Exposed information includes names, contact details, dates of birth, Social Security numbers, and driver’s license numbers, while customer information and financial systems were not accessed. The company has strengthened security by expanding multifactor authentication and disabling external IIS access, and believes the event will not have a material adverse effect on its business, supported in part by cybersecurity insurance coverage.

RCI Hospitality Holdings, Inc. filed an amended report to add a previously omitted press release detailing sales for the fiscal 2026 second quarter ended March 31, 2026.

Club and sports bar-restaurant sales reached $68.2 million, up 4.3% year over year, with nightclubs generating $59.8 million, up 4.7%, but nightclub same-store sales slipped 0.7%. Bombshells restaurants produced $8.4 million, up 1.6%, while Bombshells same-store sales fell 11.1% as the company tests a higher-margin, alcohol-focused concept. For the first six months of fiscal 2026, combined sales were $138.4 million, up 1.6% year over year, though same-store sales declined 5.0%.

RCI Hospitality Holdings, Inc. furnished an update on business performance by announcing sales at its nightclubs and sports bar-restaurants for the second fiscal quarter ended March 31, 2026. The company did this through a press release dated April 9, 2026, which is attached as Exhibit 99.1.

The sales details themselves are contained in the press release, which is treated as “furnished” rather than “filed” under securities law, limiting its use in certain types of liability and incorporation by reference.

RCI Hospitality Holdings reported fiscal 2025 results and detailed leadership changes. For the year ended September 30, 2025, total revenues were $279.4M versus $295.6M a year earlier, while EPS improved to $1.23 from $0.33. Adjusted EBITDA was $52.6M compared with $72.6M. Free cash flow totaled $45.4M versus $48.4M. In 4Q25, revenue was $70.9M versus $73.2M, with EPS of $(0.63) and non-GAAP EPS of $(0.12), affected by higher legal accruals and tax expense.

The Nightclubs segment generated $242.5M in FY25 revenue, nearly flat year over year, while Bombshells declined to $35.8M. As of September 30, 2025, debt was $235.8M and cash was $33.7M. Management highlighted ongoing execution of its Back to Basics 5-Year Capital Allocation Plan, including asset sales, new club openings and significant share repurchases that reduced the share count by about 14% since fiscal 2024.

The company plans in FY26 to improve club and restaurant operations, sell roughly $32M of excess real estate and underperforming locations, and use proceeds plus operating cash flow for acquisitions, debt reduction or additional buybacks. Separately, RCI entered a one-year employment agreement with Interim CFO Albert Molina at an annual salary of $320,000, including bonus eligibility and standard executive benefits.

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.

RCI Hospitality Holdings received a Nasdaq notice on January 30, 2026 stating it is not in compliance with Listing Rule 5250(c)(1) because it has not filed its Form 10-K for the year ended September 30, 2025. The company has until March 31, 2026 to submit a plan explaining how it will regain compliance.

If Nasdaq accepts the plan, it may grant up to 180 days from the original due date, until June 29, 2026, for the company to file the Form 10-K and any subsequent required reports due in that period. The notice does not immediately affect the listing of RCI’s common stock on the Nasdaq Global Market.

RCI Hospitality Holdings, Inc. reported a leadership change on its board. Effective January 29, 2026, Eric Langan stepped down as Chairman of the Board, and the board appointed Travis Reese as the new Chairman. Langan will continue to serve as a director. The company notes this shift is part of a broader leadership transition that began at the end of November 2025. Reese also signs the report as Interim President and Chief Executive Officer.

RCI Hospitality Holdings, Inc. filed a current report to announce that it released a press release covering sales at its nightclubs and restaurants for the first fiscal quarter ended December 31, 2025, along with other updates. The press release is provided as Exhibit 99.1. The company states that this information is being furnished under the results of operations and financial condition section and is not deemed filed for liability purposes under Section 18 of the Exchange Act or automatically incorporated into other securities filings.

RCI Hospitality Holdings, Inc. furnished a current report stating that on December 15, 2025 it issued a press release with certain financial results for its fiscal year and quarter ended September 30, 2025.

The press release is included as Exhibit 99.1 and is designated as information “furnished” rather than “filed” under federal securities laws, which affects how it may be used or incorporated into other SEC reports.

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.

RCI Hospitality Holdings, Inc. filed a current report to share an operational update. On October 9, 2025, the company issued a press release announcing sales at its nightclubs and restaurants for the fourth fiscal quarter ended September 30, 2025, along with other development updates. This press release is furnished as Exhibit 99.1 to the report and is not treated as filed for liability purposes under the Exchange Act or incorporated into other securities filings unless specifically referenced.

RCI Hospitality Holdings, Inc. entered into a set of debt transactions involving its 12% unsecured promissory notes. Existing investors holding a total principal of $2,800,000 agreed to extend the maturity of their notes, and two investors holding a total principal of $250,000 agreed to extend maturity and increase principal by $250,000. All prior notes, originally issued on November 1, 2023 and maturing October 1, 2026, were cancelled and replaced with amended and restated notes effective October 1, 2025.

RCI also issued $3,000,000 in new 12% unsecured promissory notes to three new investors on the same terms as the amended notes, resulting in $3,250,000 in new debt financing. The Series A 12% Unsecured Promissory Notes bear interest at 12% per year, pay interest-only monthly in arrears, and require a lump-sum payment of principal plus accrued interest on October 1, 2028.

RCI Hospitality Holdings, Inc. held its Annual Meeting of Stockholders on August 18, 2025 at its Houston, Texas corporate offices. Stockholders voted on electing six directors, ratifying the company’s independent auditor, and approving an advisory vote on executive compensation.

All six director nominees — Eric S. Langan, Travis Reese, Luke Lirot, Yura Barabash, Elaine J. Martin, and Arthur Allan Priaulx — were elected. As of the June 23, 2025 record date, there were 8,763,050 shares of common stock outstanding, with 7,004,083 voting shares present in person or by proxy.

Stockholders ratified the selection of CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending September 30, 2025, with 6,907,917 votes for, 28,609 against, and 67,557 abstentions. The non-binding advisory resolution on executive compensation also passed, receiving 3,841,183 votes for, 235,979 against, 7,116 abstentions, and 2,919,805 broker non-votes.

RCI Hospitality Holdings notified the market that it issued a press release announcing results for the fiscal quarter ended June 30, 2025 and that it has filed its quarterly report covering that period. The company also stated it will hold a conference call to discuss those results.

The filing furnishes the press release as an exhibit for investors to review but does not include any financial figures, revenue, earnings, or operational detail within the text provided here. Readers must consult the attached press release and the filed quarterly report for the full financial metrics and discussion.