RCI HOSPITALITY HOLDINGS, INC. SEC Filings

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, Inc. Schedule 13G discloses beneficial ownership by affiliated holders including Ash X, RLG GP, RLG Capco II, Robert Goldstein and Joel Greenblatt. As of March 27, 2026, Ash X and RLG GP each held 293,237 shares (~3.8%), RLG Capco II held 87,277 shares (~1.1%), and Robert Goldstein was reported with 380,556 shares (~4.9%).

The filing also reports prior positions as of December 31, 2025 (Ash X/RLG GP 313,237 shares; RLG Capco II 107,277 shares) and cites share counts of 7,710,000 outstanding as of March 13, 2026 and 7,812,000 as of December 12, 2025 used to calculate percentages.

The Vanguard Group filed Amendment No. 2 to a Schedule 13G/A reporting 0 shares of Common Stock of RCI Hospitality Holdings Inc (0%). The filing explains that, following an internal realignment on January 12, 2026, certain Vanguard subsidiaries will report beneficial ownership separately in accordance with SEC Release No. 34-39538 (January 12, 1998), and Vanguard no longer is deemed to beneficially own securities held by those subsidiaries. The filing is signed by Ashley Grim, Head of Global Fund Administration on March 27, 2026.

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, Inc. received an amended Schedule 13G/A showing that ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden now report 0 shares of the company’s common stock as beneficially owned, representing 0% of the outstanding class as of 12/31/2025.

Each reporting person indicates no sole or shared voting or dispositive power over any RCI Hospitality shares and certifies that the securities previously covered were not acquired or held for the purpose of changing or influencing control of the issuer.