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8-K

Rci Hospitality Holdings, Inc. (RICK)

8-K 2025-04-08 For: 2025-04-08
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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): April 8, 2025

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas 001-13992 76-0458229
(State or Other Jurisdiction<br><br>of Incorporation) (Commission<br><br>File Number) (IRS Employer<br><br>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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 8, 2025, we issued a press release announcing sales at nightclubs and restaurants for the second fiscal quarter ended March 31, 2025, along with other updates. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

This information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number Description
99.1 Press release of RCI Hospitality Holdings, Inc. datedApril8, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 8, 2025 By: /s/ Eric Langan
Eric Langan
President and Chief Executive Officer

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RCI Reports 2Q25 Club & Restaurant Sales

HOUSTON—April 8, 2025—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) reported club and restaurant sales for the fiscal second quarter ended March 31, 2025. Sales do not include non-core operations and are subject to final closing. Full 2Q25 financial results are expected to be reported by May 12, 2025.

Eric Langan, President & CEO of RCI, commented: “Due to bad weather in January and February, 18 clubs and Bombshells had to close 1 or 2 days each. Even if they were able to open, a number of those and other locations experienced slower business, particularly on weekends when temperatures were below zero or had heavy snow and ice, for example, in Dallas and Houston. Then sales began to improve in March with warmer temperatures.”

“The quarter also included the acquisition of Flight Club in Detroit and the opening of Bombshells Denver, both in late January, and the opening of Chicas Locas El Paso in March. Year over year, most of the second quarter’s sales decline was due to the previously announced divestiture and closure of underperforming Bombshells locations.”

Club & Restaurant Sales ($ in Millions)

2Q25 Total Sales Total Sales vs. 2Q24 Same-Store Sales vs. 2Q24
Nightclubs $57.1 -3.1% -3.5%
Bombshells $8.2 -35.6% -13.4%
Combined $65.4 -8.9% -4.7%

Nightclubs: Total sales reflected the decrease in SSS and the absence of a club due to fire in July 2024, partially offset by five new and reformatted clubs not in SSS (three for the whole quarter, Flight Club starting in late January, and Chicas Locas El Paso starting in early March).

Bombshells: Total sales primarily reflected the divestiture and closing of five locations in 4Q24 and 1Q25 and the decline in SSS, partially offset by two locations not in SSS (Stafford, TX, and Denver, CO).

6M25 Total Sales Total Sales vs. 6M24 Same-Store Sales vs. 6M24
Nightclubs $118.4 -0.9% 0.0%
Bombshells $17.8 -30.1% -10.4%
Combined $136.2 -6.1% -1.2%

Notes: Revenues from non-core operations, such as third-party rents, and revenues from RCI’s Other segment, are not included in the sales above. All references to “RCI Hospitality Holdings, Inc.,” “company,” “we,” “our,” and similar terms refer to RCI and/or its subsidiaries, unless the context indicates otherwise.

About RCI Hospitality Holdings, Inc. (Nasdaq: RICK) (X: @RCIHHinc)

With more than 60 locations, RCI Hospitality Holdings, Inc., through its subsidiaries, is the country’s leading company in adult nightclubs and sports bars-restaurants. See all of our brands at www.rcihospitality.com.

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, and (vi) numerous other factors such as laws governing the operation of adult entertainment or restaurant businesses, competition and dependence on key personnel. 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, 2024, as well as its other filings with the U.S. Securities and Exchange Commission. 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 212-532-3232 or gfishman@pondel.com or mwichman@pondel.com

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