RCI HOSPITALITY HOLDINGS, INC. — fact timeline

RCI HOSPITALITY HOLDINGS, INC. reported fiscal 2026 second quarter ended March 31, 2026 results: revenue $68.7, net income $(0.3), EPS $(0.04).

“Summary Financials (in millions, except EPS) 2Q26 2Q25 6M26 6M25 Total revenues $68.7 $65.9 $139.6 $137.4 EPS $(0.04) $0.36 $(0.63) $1.38 Non-GAAP EPS 1 $0.78 $0.65 $1.52 $1.46 Impairments and other charges, net $7.6 $2.1 $7.9 $(0.1) Net cash provided by operating activities $9.9 $8.5 $17.7 $21.9 Free cash flow 1 $8.4 $6.9 $15.1 $19.0 Net income (loss) attributable to RCIHH common stockholders $(0.3) $3.2 $(5.1) $12.3 Adjusted EBITDA 1 $15.6 $14.2 $31.3 $29.9 Weighted average shares used in computing EPS – basic and diluted 7.74 8.86 8.02 8.89”

RCI HOSPITALITY HOLDINGS, INC. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“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”

RCI HOSPITALITY HOLDINGS, INC. reported fiscal 2026 first quarter ended December 31, 2025 results: revenue Total revenues $70.8, net income $(4.7), EPS $(0.57).

“RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today filed its Form 10-Q and reported results for the fiscal 2026 first quarter ended December 31, 2025. Summary Financials (in millions, except EPS) 1Q26 1Q25 Total revenues $70.8 $71.5 EPS $(0.57) $1.01 Non-GAAP EPS 1 $0.74 $0.80 Net cash provided by operating activities $7.8 $13.3 Free cash flow 1 $6.7 $12.1 Net income (loss) attributable to RCIHH common stockholders $(4.7) $9.0 Adjusted EBITDA 1 $15.7 $15.7 Weighted average shares used in computing EPS – basic and diluted 8.30 8.92”

RCI HOSPITALITY HOLDINGS, INC. reported financial results for the second fiscal quarter ended March 31, 2026.

“we issued a press release announcing sales at nightclubs and sports bar-restaurants for the second fiscal quarter ended March 31, 2026”

RCI HOSPITALITY HOLDINGS, INC. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“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, 20”

RCI HOSPITALITY HOLDINGS, INC. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“January 30, 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 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”

RCI HOSPITALITY HOLDINGS, INC. amended a credit facility with Centennial Bank (effective 2025-11-21).

“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.”

RCI HOSPITALITY HOLDINGS, INC. entered into Promissory Note with ADW Capital Partners, L.P. valued at $22,000,000.00 (effective 2025-11-21).

“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”).”

RCI HOSPITALITY HOLDINGS, INC. entered into Stock Repurchase Agreement with ADW Capital Partners, L.P., ADW Capital Management, LLC, and Adam D. Wyden valued at total purchase price of $30,000,000 (effective 2025-11-21).

“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”).”

RCI HOSPITALITY HOLDINGS, INC. incurred loan of $22,000,000.00 with ADW Capital Partners, L.P. at 12% per annum maturing November 21, 2027.

“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”

RCI HOSPITALITY HOLDINGS, INC. engaged CBIZ CPAs P.C. as its auditor.

“the Audit Committee of the Company’s Board of Directors approved the dismissal of Marcum and the engagement of CBIZ CPAs P.C.”

RCI HOSPITALITY HOLDINGS, INC. dismissed Marcum LLP as its auditor.

“the Audit Committee of the Company’s Board of Directors approved the dismissal of Marcum and the engagement of CBIZ CPAs P.C.”

RCI HOSPITALITY HOLDINGS, INC. reported fiscal 2024 second quarter ended March 31, 2024 results: revenue $72.3, net income $0.8, EPS $0.08.

“the fiscal 2024 second quarter ended March 31, 2024. The company also filed its Form 10-Q today. Summary Financials (in millions except EPS) 2Q24 2Q23 6M24 6M23 Total revenues $72.3 $71.5 $146.2 $141.5 EPS $0.08 $0.83 $0.85 $1.94 Non-GAAP EPS 1 $0.90 $1.30 $1.76 $2.50 Other charges, net $8.2 $3.8 $8.2 $3.1 Net cash from operating activities $10.8 $16.8 $24.5”

RCI HOSPITALITY HOLDINGS, INC. incurred term loan of $20.0 million with Centennial Bank at 8.25% maturing April 30, 2034.

“our wholly-owned subsidiary RCI Holdings, Inc. ("RCI Holdings") entered into and closed a term loan with Centennial Bank for $20.0 million (the "Loan").”

RCI HOSPITALITY HOLDINGS, INC. entered into Loan Agreement with Centennial Bank valued at $20.0 million (effective 2024-04-30).

“On April 30, 2024, our wholly-owned subsidiary RCI Holdings, Inc. (“RCI Holdings”) entered into and closed a term loan with Centennial Bank for $20.0 million (the “Loan”).”

RCI HOSPITALITY HOLDINGS, INC. reported second fiscal quarter ended March 31, 2024 results: revenue $71.7 million.

“RCI Hospitality Holdings, Inc. (Nasdaq: RICK) reported sales for its Nightclubs and Bombshells restaurants for the fiscal second quarter ended March 31, 2024 of $71.7 million, an increase of 1.3% or $0.9 million compared to the year-ago period.”

RCI HOSPITALITY HOLDINGS, INC. reported financial results for fiscal 2024 first quarter ended December 31, 2023.

“On February 8, 2024, we issued a press release announcing results for the fiscal quarter ended December 31, 2023, and the filing of our quarterly report on Form 10-Q for that quarter.”

RCI HOSPITALITY HOLDINGS, INC. reported first fiscal quarter ended December 31, 2023 results: revenue $73.3 million.

“RCI Hospitality Holdings, Inc. (Nasdaq: RICK) reported sales for its Nightclubs and Bombshells restaurants of $73.3 million, an increase of 5.9% year over year, for the fiscal first quarter ended December 31, 2023. Sales do not include non-core operations and are preliminary and subject to final closing.”

RCI HOSPITALITY HOLDINGS, INC. reported financial results for fiscal 2023 fourth quarter and year ended September 30, 2023.

“On December 14, 2023, we issued a press release announcing the filing of our annual report on Form 10-K for the fiscal year ended September 30, 2023 and announced results for the fiscal year and quarter ended September 30, 2023.”

RCI HOSPITALITY HOLDINGS, INC. amended loan of $15,720,578 aggregated unsecured promissory notes; $9,100,000 payable interest-only; $6,620,578 payable monthly with 10- with 26 investors at 12% per annum maturing $9,100,000 notes mature October 1, 2026; $6,620,578 notes mature November 1, 2027.

“On October 25, 2023, RCI Hospitality Holdings, Inc. ("we," "us" and "our") entered into a debt modification transaction under which 26 investors holding a total principal amount of $15,720,578 in unsecured promissory notes agreed to extend the maturity dates of such notes (as described below), with no other changes to the terms and conditions of the original promissory notes, which original promissory notes were issued in October 2021 and had original maturity dates in October 2024.”

RCI HOSPITALITY HOLDINGS, INC. terminated Original Unsecured Promissory Notes (October 2021) with 26 investors valued at $15,720,578 (original principal), with $7,500,000 for certain notes (effective 2023-10-31).

“(“we,” “us” and “our”) entered into a debt modification transaction under which 26 investors holding a total principal amount of $15,720,578 in unsecured promissory notes agreed to extend the maturity dates of such notes (as described below), with no other changes to the terms and conditions of the original promissory notes, which original promissory notes were issued in October 2021 and had original maturity dates in October 2024.”

RCI HOSPITALITY HOLDINGS, INC. entered into Amended and Restated Promissory Notes with 26 investors valued at $15,720,578 (effective 2023-11-01).

“On October 25, 2023, RCI Hospitality Holdings, Inc. (“we,” “us” and “our”) entered into a debt modification transaction under which 26 investors holding a total principal amount of $15,720,578 in unsecured promissory notes agreed to extend the maturity dates of such notes (as described below), with no other changes to the terms and conditions of the original promissory notes, which original promissory notes were issued in October 2021 and had original maturity dates in October 2024.”

RCI HOSPITALITY HOLDINGS, INC. reported the fiscal fourth quarter ended September 30, 2023 results: revenue $74.1 million.

“RCI Hospitality Holdings, Inc. (Nasdaq: RICK) reported sales for its Nightclubs and Bombshells restaurants of $74.1 million, an increase of 5.6% year over year, for the fiscal fourth quarter ended September 30, 2023.”

RCI HOSPITALITY HOLDINGS, INC. shareholders approved Advisory vote on frequency of advisory votes on executive compensation at the 2023-08-28 meeting.

“Item 4: Vote on an advisory basis on the frequency of the advisory votes on executive compensation One year: 1,940,557 Two years: 1,364,327 Three years: 369,459 Votes abstained: 14,349 Additionally, there was a total of 3,955,602 broker non-votes for whether the advisory votes on executive compensation should occur every one, two, or three years.”

RCI HOSPITALITY HOLDINGS, INC. shareholders approved Non-binding advisory resolution on executive compensation at the 2023-08-28 meeting.

“Item 3: Approval of non-binding advisory resolution on executive compensation Votes for: 3,526,934 Votes against: 149,316 Votes abstained: 12,442 Additionally, there was a total of 3,955,602 broker non-votes for approval of the non-binding advisory resolution on executive compensation.”

RCI HOSPITALITY HOLDINGS, INC. shareholders approved Ratification of appointment of Marcum LLP as independent registered public accounting firm for fiscal year ending September 30, 2023 at the 2023-08-28 meeting.

“Item 2: Ratification of appointment of Marcum LLP as independent registered public accounting firm for fiscal year ending September 30, 2023 Votes for: 7,574,483 Votes against: 37,325 Votes abstained: 32,486”

RCI HOSPITALITY HOLDINGS, INC. shareholders approved Election of six directors: Eric S. Langan, Travis Reese, Luke Lirot, Yura Barabash, Elaine J. Martin, and Arthur Allan Priaulx at the 2023-08-28 meeting.

“Item 1: Election of Directors FOR WITHHELD Eric S. Langan 3,267,707 420,985 Travis Reese 3,573,096 115,596 Luke Lirot 2,208,564 1,480,128 Yura Barabash 1,946,655 1,742,037 Elaine J. Martin 2,110,610 1,578,082 Arthur Allan Priaulx 2,107,745 1,580,947 Additionally, there was a total of 3,955,602 broker non-votes for the election of directors.”

RCI HOSPITALITY HOLDINGS, INC. reported fiscal 2023 third quarter ended June 30, 2023 results: revenue $77.1M, net income $9.1, EPS $0.96.

“RCI Reports 3Q23 Results: Total Revenues $77.1M, GAAP EPS $0.96, Non-GAAP EPS $1.30”

RCI HOSPITALITY HOLDINGS, INC. reported fiscal 2023 second quarter ended March 31, 2023 results: revenue $71.5M, net income $7.7M, EPS $0.83.

“RCI Reports 2Q23 Results: Total Revenues $71.5M, GAAP EPS $0.83, Non-GAAP EPS $1.30 Twitter Spaces Conference Call at 4:30 PM ET Today; Meet Management at 7 PM ET Tonight HOUSTON—May 10, 2023—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results and filed its Form 10-Q for the fiscal 2023 second quarter ended March 31, 2023. Summary Financials 2Q23 Change YoY 6M23 Change YoY Total Revenues $71.5M 12.3% $141.5M 12.7% EPS $0.83 -27.8% $1.94 -14.9% Non-GAAP EPS* $1.30 9.2% $2.50 9.2% Net Cash from Operating Activities $16.8M 44.8% $31.7M 13.7% Free Cash Flow* $14.8M 33.3% $27.8M 5.5% Net Income Attributable to RCIHH Common Shareholders $7.7M -29.4% $18.0M -16.5% Adjusted EBITDA* $21.7M 8.8% $42.1M 11.2% Weighted Average Basic & Diluted Shares Outstanding 9.3M -2.4% 9.2M -2.1% * See “”

RCI HOSPITALITY HOLDINGS, INC. completed an acquisition involving TTNA, Inc.; DB Entertainment, Inc.; Duncan Burch, Inc.; Millennium Restaurants Group, Inc.; T and N, Incorporated for total purchase price of $66.5 million (closed 2023-03-16).

“to acquire five gentlemen’s clubs, five related real estate properties, associated intellectual property, and certain automated teller machines for a total purchase price of $66.5 million, payable with a total of $25.0 million in cash, a total of $25.5 million in seller financing, and 200,000 restricted shares of common stock based on an $80 per share price,”

RCI HOSPITALITY HOLDINGS, INC. incurred credit facility of $10 million with Centennial Bank at 1% above the Prime Rate (as published in The Wall Street Journal) maturing March 9, 2025.

“On March 9, 2023, RCI Holdings, Inc. (“RCI Holdings”), a wholly owned subsidiary of RCI Hospitality Holdings, Inc. closed a $10 million line of credit with Centennial Bank (the “Loan”).”

RCI HOSPITALITY HOLDINGS, INC. reported the fiscal 2023 first quarter ended December 31, 2022 results: revenue $70.0M, net income Net Income Attributable to RCIHH Common Stockholders $10.2M, EPS $1.11.

“RCI Reports 1Q23 Results: Total Revenues $70.0M, GAAP EPS $1.11, Non-GAAP EPS $1.19”

RCI HOSPITALITY HOLDINGS, INC. amended Real Estate Purchase Agreement (effective 2023-01-31).

“Each of the Asset Purchase Agreements, IP Purchase Agreements, ATM Purchase Agreement and Real Estate Purchase Agreement provided that such agreements will terminate and be of no force and effect if the transactions contemplated by such agreements are not consummated on or before January 31, 2023. On January 25 and 26, 2023, the parties to those agreements entered into amendment agreements whereby this date was extended to February 28, 2023.”

RCI HOSPITALITY HOLDINGS, INC. amended ATM Purchase Agreement (effective 2023-01-31).

“Each of the Asset Purchase Agreements, IP Purchase Agreements, ATM Purchase Agreement and Real Estate Purchase Agreement provided that such agreements will terminate and be of no force and effect if the transactions contemplated by such agreements are not consummated on or before January 31, 2023. On January 25 and 26, 2023, the parties to those agreements entered into amendment agreements whereby this date was extended to February 28, 2023.”

RCI HOSPITALITY HOLDINGS, INC. amended Intellectual Property Purchase Agreements (effective 2023-01-31).

“Each of the Asset Purchase Agreements, IP Purchase Agreements, ATM Purchase Agreement and Real Estate Purchase Agreement provided that such agreements will terminate and be of no force and effect if the transactions contemplated by such agreements are not consummated on or before January 31, 2023. On January 25 and 26, 2023, the parties to those agreements entered into amendment agreements whereby this date was extended to February 28, 2023.”

RCI HOSPITALITY HOLDINGS, INC. amended Asset Purchase Agreements (effective 2023-01-31).

“Each of the Asset Purchase Agreements, IP Purchase Agreements, ATM Purchase Agreement and Real Estate Purchase Agreement provided that such agreements will terminate and be of no force and effect if the transactions contemplated by such agreements are not consummated on or before January 31, 2023. On January 25 and 26, 2023, the parties to those agreements entered into amendment agreements whereby this date was extended to February 28, 2023.”

RCI HOSPITALITY HOLDINGS, INC. engaged Marcum LLP as its auditor.

“On January 12, 2023, the Audit Committee of the Company’s Board of Directors approved the dismissal of Friedman and the engagement of Marcum to serve as the Company’s independent registered public accounting firm.”

RCI HOSPITALITY HOLDINGS, INC. dismissed Friedman LLP as its auditor.

“On January 12, 2023, the Audit Committee of the Company’s Board of Directors approved the dismissal of Friedman and the engagement of Marcum to serve as the Company’s independent registered public accounting firm.”

RCI HOSPITALITY HOLDINGS, INC. reported the fiscal first quarter ended December 31, 2022 results: revenue $69.2 million.

“RCI Hospitality Holdings, Inc. (Nasdaq: RICK) reported sales for its Nightclubs and Bombshells restaurants of $69.2 million for the fiscal first quarter ended December 31, 2022, a 13.3% year-over-year increase. Sales do not include non-core operations and are preliminary and subject to final closing.”

RCI HOSPITALITY HOLDINGS, INC. entered into Real Estate Purchase Agreement with Duncan Burch valued at $41,000,000 (effective 2022-12-12).

“Duncan Burch, an individual and the record owner of the real estate properties where the five clubs are located, entered into a Purchase and Sale Agreement (the "Real Estate Purchase Agreement") under which our subsidiary RCI Holdings, Inc. ("RCI Holdings") will purchase such properties for a total purchase price of $41,000,000”

RCI HOSPITALITY HOLDINGS, INC. entered into ATM Purchase Agreement with ECAL-D&D, Inc. valued at $2,600,000 (effective 2022-12-12).

“BD Hospitality entered into an Asset Purchase Agreement (the "ATM Purchase Agreement") with ECAL-D&D, Inc. under which BD Hospitality will purchase certain automated teller machines (or ATMs) located at the five club locations for a purchase price of $2,600,000”

RCI HOSPITALITY HOLDINGS, INC. entered into IP Purchase Agreements with HQ Real Estate Management LLC and ERAF, Inc. (effective 2022-12-12).

“RCIH entered into two Intellectual Property Purchase Agreements with HQ Real Estate Management LLC ("HQ") and ERAF, Inc. ("ERAF"), respectively (collectively, the "IP Purchase Agreements").”

RCI HOSPITALITY HOLDINGS, INC. entered into Asset Purchase Agreements with TTNA, Inc., DB Entertainment, Inc., Duncan Burch, Inc., Millennium Restaurants Group, Inc., T&N, Inc. (effective 2022-12-12).

“five different Asset Purchase Agreements (collectively, the "Asset Purchase Agreements"), under which a newly formed subsidiary of BD Hospitality Acquisition, Inc., ("BD Hospitality"), a wholly-owned subsidiary of RCIH, will acquire from each club owning entity all of the tangible and intangible assets and personal property used in the business of that club, except for certain excluded assets.”

RCI HOSPITALITY HOLDINGS, INC. reported the fiscal year ended September 30, 2022 results: revenue $267.6M, net income $46.0M, EPS $4.91.

“Total Revenues $71.4M 29.9% $267.6M 37.1% EPS $1.15 342.3% $4.91 45.7% Non-GAAP EPS* $1.45 -8.2% $5.38 31.9% Net Cash from Operating Activities $17.8M 81.7% $64.5M 53.6% Free Cash Flow* $14.5M 71.6% $58.9M 63.3% Net Income Attributable to RCIHH Common Stockholders $10.6M 361.4% $46.0M 51.8%”

RCI HOSPITALITY HOLDINGS, INC. reported the fiscal 2022 fourth quarter ended September 30, 2022 results: revenue $71.4M, net income $10.6M, EPS $1.15.

“Total Revenues $71.4M 29.9% $267.6M 37.1% EPS $1.15 342.3% $4.91 45.7% Non-GAAP EPS* $1.45 -8.2% $5.38 31.9% Net Cash from Operating Activities $17.8M 81.7% $64.5M 53.6% Free Cash Flow* $14.5M 71.6% $58.9M 63.3% Net Income Attributable to RCIHH Common Stockholders $10.6M 361.4% $46.0M 51.8%”