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8-K

Rci Hospitality Holdings, Inc. (RICK)

8-K 2026-03-19 For: 2026-03-16
View Original
Added on April 10, 2026

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): March 16, 2026

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 March 19, 2026, we issued a press release announcing results for the fiscal quarter and year ended September 30, 2025, and the filing of our annual report on Form 10-K for the fiscal year ended September 30, 2025. Also on March 19, 2026, we will hold a conference call to discuss these results and related matters. 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS.

(e)    On March 16, 2026, we entered into a one-year employment agreement with Albert Molina, our Interim Chief Financial Officer, effective as of March 16, 2026. Under the agreement, Mr. Molina will receive an annual salary of $320,000. The agreement also provides for bonus eligibility, expense reimbursement, health benefits, participation in our benefit plans, use of a company-owned automobile, access to company owned aircraft (subject to terms and conditions of our corporate aircraft policy), and two weeks paid vacation annually. Under the terms of the agreement, Mr. Molina is bound to a confidentiality provision and cannot compete with us for a period upon termination of the agreement. A copy of the employment agreement is included as Exhibit 10.1 to this current report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number Description
10.1 Employment Agreement of Albert Molina
99.1 Press release of RCI Hospitality Holdings, Inc. datedMarchex991_pressreleasefor09302.htm19, 2026
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: March 19, 2026 By: /s/ Travis Reese
Travis Reese
Interim President and Chief Executive Officer

3

Document

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), is effective as of March 16, 2026, by and between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (the “Company”), and ALBERT MOLINA (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company desires to employ Executive as provided herein, and Executive desires to accept such employment; and

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.    Employment. Company hereby employs Executive and Executive hereby accepts employment with Company upon the terms and conditions hereinafter set forth.

2.    Duties. Subject to the power of the Board of Directors of Company to elect and remove officers, Executive will serve the Company as its Interim Chief Financial Officer and will faithfully and diligently perform the services and functions relating to such office or otherwise reasonably incident to such office, provided that all such services and functions will be reasonable and within Executive’s area of expertise. Executive will, during the term of this Agreement (or any extension thereof), devote his full business time, attention and skills and best efforts to the promotion of the business of Company. The foregoing will not be construed as preventing Executive from making investments in other businesses or enterprises provided that (a) Executive agrees not to become engaged in any other business activity that interferes with his ability to discharge his duties and responsibilities to the Company and (b) Executive does not violate any other provision of this Agreement.

3.    Term. Subject to the terms and conditions hereof, the term of employment of Executive will commence on March 16, 2026 (the “Commencement Date”) and will end on March 15, 2027, unless earlier terminated by either party pursuant to the terms hereof. The term of this Agreement is referred to herein as the “Term.”

4.    Compensation and Benefits During the Employment Term.

(a)Salary. Commencing upon the Commencement Date, Executive will be paid an annual base salary of $320,000 for the entire Term, payable bi-weekly (the “Salary”). At any time and from time to time the Salary may be increased for the remaining portion of the Term if so determined by the Board of Directors of Company after a review of Executive’s performance of his duties hereunder.

(b)Bonus. As further compensation, Executive will be eligible for bonuses as determined from time to time by the Board of Directors.

Employment Agreement - Page 1

(c)Expenses. Upon submission of a detailed statement and reasonable documentation, Company will reimburse Executive in the same manner as other executive officers for all reasonable and necessary or appropriate out-of-pocket travel and other expenses incurred by Executive in rendering services required under this Agreement.

(d)Benefits; Insurance.

(i)    Medical, Dental and Vision Benefits. During the Term, Executive and his dependents will be entitled to receive such group medical, dental and vision benefits as Company may provide to its other executives, provided such coverage is reasonably available, or be reimbursed if Executive is carrying his own similar insurance.

(ii)    Benefit Plans. The Executive will be entitled to participate in any benefit plan or program of the Company which may currently be in place or implemented in the future.

(iii)    Use of Automobile. Executive will be provided a Company-owned automobile that Executive may use for both business and personal travel.

(iv)    Use of Aircraft. Executive may be provided access to Company-owned aircraft which Executive may use for both business and personal travel, subject to and conditioned on the terms and conditions of the Company’s Corporate Aircraft Policy, which policy may be changed by the Board of Directors at its sole discretion.

(v)    Other Benefits. During the Term, Executive will be entitled to receive, in addition to and not in lieu of base salary, bonus or other compensation, such other benefits and normal perquisites as Company currently provides or such additional benefits as Company may provide for its executive officers in the future.

(e)    Vacation. Executive will be entitled to two weeks paid vacation each year of this Agreement.

5.    Confidentiality and Non-Competition.

(a)    Confidentiality. In the course of the performance of Executive’s duties hereunder, Executive recognizes and acknowledges that Executive may have access to certain confidential and proprietary information of Company or any of its affiliates. Without the prior written consent of Company, Executive shall not disclose any such confidential or proprietary information to any person or firm, corporation, association, or other entity for any reason or purpose whatsoever,

Employment Agreement - Page 2

and shall not use such information, directly or indirectly, for Executive’s own behalf or on behalf of any other party. Executive agrees and affirms that all such information is the sole property of Company and that at the termination and/or expiration of this Agreement, at Company’s written request, Executive shall promptly return to Company any and all such information so requested by Company.

The provisions of this Section 5 shall not, however, prohibit Executive from disclosing to others or using in any manner information that:

(i)    has been published or has become part of the public domain other than by acts, omissions or fault of Executive;

(ii)    has been furnished or made known to Executive by third parties (other than those acting directly or indirectly for or on behalf of Executive) as a matter of legal right without restriction on its use or disclosure;

(iii)    was in the possession of Executive prior to obtaining such information from Company in connection with the performance of this Agreement; or

(iv)    is required to be disclosed by law.

(b)    Non-Competition. Executive agrees that he will not, for himself, on behalf of, or in conjunction with any person, firm, corporation or entity, either as principal, employee, shareholder, member, director, partner, consultant, owner or part-owner of any corporation, partnership or any other type of business entity, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any establishment which either:

(i)has live female nude or semi-nude entertainment or is in any business similar to or competitive with the female entertainment business presently conducted by the Company, or any of its affiliates; and/or

(ii)sells alcohol for consumption on site;

anywhere in the United States within 50 miles of any business of the Company or its affiliate, or any business of the Company or its affiliate under construction, under contract, in development or leased by or to the Company or its affiliate, for a period of two years (the “Non-Compete Period”) from the termination of this Agreement. However, in the event of the termination of Executive’s employment pursuant to Section 7(d) or 7(f), the Non-Compete Period shall be six months.

Employment Agreement - Page 3

Executive agrees not to hire, solicit or attempt to solicit for employment by Executive or any company to which he may be involved, either directly or indirectly, any party who is an employee or independent contractor of the Company or any entity which is affiliated with the Company, or any person who was an employee or independent contractor of the Company or any entity which is affiliated with the Company within the two-year period immediately following the termination of this Agreement.

Executive acknowledges that he has carefully read and considered all provisions of this Agreement and agrees that:

(i)    Due to the nature of the Company’s business, the foregoing covenants place no greater restraint upon Executive than is reasonably necessary to protect the business and goodwill of the Company;

(ii)    These covenants protect the legitimate interests of the Company and do not serve solely to limit the Company’s future competition;

(iii)    This Agreement is not an invalid or unreasonable restraint of trade;

(iv)    A breach of these covenants by Executive would cause irreparable damage to the Company;

(v)    These covenants are reasonable in scope and are reasonably necessary to protect the Company’s business and goodwill which the Company has established through its own expense and effort; and

(vi)The signing of this Agreement is necessary as part of the consummation of the transactions described in the preamble.

(c)    Work Product. All work product of Executive is the sole property of the Company. Work product of Executive includes but is not limited to any and all discoveries, inventions, ideas, concepts, research, information, processes, software development, products, techniques, methods and improvements or parts thereof conceived, developed, or otherwise made by Executive alone or jointly with others during the period of his employment with the Company, and in any way relating to the present or proposed products, services and/or operations of the Company, whether or not patentable or subject to copyright or trademark protection, whether or not made during Executive’s regular working hours, and whether or not made on the Company premise.

6.    Indemnification. The Company shall to the full extent permitted by law or as set forth in the Articles of Incorporation and the Bylaws of the Company, indemnify, defend and hold harmless Executive from and against any and all claims, demands, liabilities, damages, loses and expenses (including reasonable attorney’s fees, court costs and

Employment Agreement - Page 4

disbursements) arising out of the performance by him of his duties hereunder except in the case of his willful misconduct.

7.    Termination. This Agreement and the employment relationship created hereby will terminate (i) upon the death or disability of Executive under section 7(a) or 7(b), respectively; (ii) with cause under Section 7(c); (iii) for good reason under Section 7(d); (iv) upon the voluntary termination of employment by Executive under Section7(e); or without cause under Section 7(f).

(a)    Disability. The Company shall have the right to terminate the employment of the Executive under this Agreement for disability in the event Executive suffers an injury, illness, or incapacity of such character as to substantially disable him from performing his duties without reasonable accommodation by the Company hereunder for a period of more than one hundred eighty (180) consecutive days upon the Company giving at least thirty (30) days written notice of termination.

(b)    Death. This Agreement will terminate on the Death of the Executive.

(c)    With Cause. The Company may terminate this Agreement at any time because of (i) Executive’s material breach of any term of the Agreement, (ii) the determination by the Board of Directors in the exercise of its reasonable judgment that Executive has committed an act or acts constituting a felony or other crime involving moral turpitude, dishonesty or theft or fraud; or (iii) Executive’s gross negligence in the performance of his duties hereunder, provided, in each case, however, that the Company shall not terminate this Agreement pursuant to this Section 7(c) unless the Company shall first have delivered to the Executive, a notice which specifically identifies such breach or misconduct and the executive shall not have cured the same within fifteen (15) days after receipt of such notice.

(d)    Good Reason. The Executive may terminate his employment for “Good Reason” if:

(i)    he is assigned, without his express written consent, any duties materially inconsistent with his positions, duties, responsibilities, or status with the Company as of the date hereof, or a change in his reporting responsibilities or titles as in effect as of the date hereof; provided, however, that Executive must provide the Company with written notice of his dispute of such re-assignment of duties or change in his reporting responsibilities under this Section 7(d)(i) and give the Company opportunity to cure such inconsistency. If such dispute is not resolved within thirty (30) days, the Company shall submit such dispute to arbitration under Section 14.

(ii)    his compensation is reduced;

Employment Agreement - Page 5

(iii)    the Company does not pay any material amount of compensation due hereunder and then fails either to pay such amount within the ten (10) day notice period required for termination hereunder or to contest in good faith such notice. Further, if such contest is not resolved within thirty (30) days, the Company shall submit such dispute to arbitration under Section 14.

(e)    Voluntary Termination. The Executive may terminate his employment voluntarily.

(f)    Without Cause. The Company may terminate this Agreement without cause.

8.    Obligations of Company Upon Termination.

(a)In the event of the termination of Executive’s employment pursuant to Section 7 (a), (b), (c) or (e), Executive will be entitled only to the compensation earned by him hereunder as of the date of such termination (plus life insurance or disability benefits if applicable and provided for pursuant to Section 4(d)).

(b)In the event of the termination of Executive’s employment pursuant to Section 7 (d), Executive will be entitled to receive, if successful in arbitration under Section 14, in one lump sum payment the full remaining amount under the Term of this Agreement to which he would have been entitled had this Agreement not been terminated.

(c)In the event of the termination of Executive’s employment pursuant to Section 7 (f), Executive will be entitled to receive in one lump sum payment the full remaining amount under the Term of this Agreement to which he would have been entitled had this Agreement not been terminated.

9.    Waiver of Breach. The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach by any party.

10.    Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which he or it may be entitled.

11.    Notices. Any notices, consents, demands, requests, approvals and other communications to be given under this Agreement by either party to the other will be deemed

Employment Agreement - Page 6

to have been duly given if given in writing and personally delivered or within two days if sent by mail, registered or certified, postage prepaid with return receipt requested, as follows:

If to Company:    RCI Hospitality Holdings, Inc.

10737 Cutten Road

Houston, Texas 77066

Attn: Travis Reese, Interim Chief Executive Officer

If to Executive:    Albert Molina

10737 Cutten Road

Houston, Texas 77066

Notices delivered personally will be deemed communicated as of actual receipt.

12.    Entire Agreement. This Agreement and the agreements contemplated hereby constitute the entire agreement of the parties regarding the subject matter hereof, and supersede all prior agreements and understanding, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

13.    Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during this Agreement, such provision will be fully severable and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision there will be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

14.    Arbitration. If a dispute should arise regarding this Agreement the parties agree that all claims, disputes, controversies, differences or other matters in question arising out of this relationship shall be settled finally, completely and conclusively by arbitration in Houston, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”). The governing law of this Agreement shall be the substantive law of the State of Texas, without giving effect to conflict of laws. A decision of the arbitrator shall be final, conclusive and binding on the Company and Executive. Any arbitration held in accordance with this paragraph shall be private and confidential and no person shall be entitled to attend the hearings except the arbitrator, Executive, Executive’s attorneys, a representative of the Company, the Company’s attorneys, and advisors to or witnesses for any party. The matters submitted to arbitration, the hearings and proceedings and the arbitration award shall be kept and maintained in the strictest confidence by Executive and the Company and shall not be discussed, disclosed or communicated to any persons except as may be required for the preparation of expert testimony. On request of any party, the record of the proceeding shall be sealed and may not be disclosed except insofar, and only insofar, as may be necessary to

Employment Agreement - Page 7

enforce the award of the arbitrator and any judgement enforcing an award. The prevailing party shall be entitled to recover reasonable and necessary attorneys’ fees and costs from the non-prevailing party and the determination of such fees and costs and the award thereof shall be included in the claims to be resolved by the arbitrator hereunder.

15.    Captions. The captions in this Agreement are for convenience of reference only and will not limit or otherwise affect any of the terms or provisions hereof.

16.    Gender and Number. When the context requires, the gender of all words used herein will include the masculine, feminine and neuter and the number of all words will include the singular and plural.

17.    Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument, but only one of which need be produced.

18.    Company Authorization. The Company represents that the Board of Directors has approved this Agreement.

[Signature page follows]

Employment Agreement - Page 8

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement to become effective as of the day and year first above written.

COMPANY:

RCI HOSPITALITY HOLDINGS, INC.

By:    _______/s/ Travis Reese_________

Travis Reese, Interim Chief Executive Officer

EXECUTIVE:

_______/s/ Albert Molina_______________

Albert Molina

Employment Agreement - Page 9

Document

image_0a.jpg

RCI Files 10-K, Reports 4Q25 & FY25 Results, Hosts X Spaces Call at 4:30 PM ET Today

HOUSTON—March 19, 2026—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today filed its Form 10-K and reported results for the fiscal 2025 fourth quarter and year ended September 30, 2025.

Summary Financials (in millions, except EPS) 4Q25 4Q24 FY25 FY24
Total revenues $70.9 $73.2 $279.4 $295.6
EPS $(0.63) $0.03 $1.23 $0.33
Non-GAAP EPS1 $(0.12) $1.63 $2.12 $4.72
Impairments and other charges, net $3.7 $10.1 $5.9 $36.6
Net cash provided by operating activities $13.7 $15.7 $49.4 $55.9
Free cash flow1 $13.1 $13.2 $45.4 $48.4
Net income (loss) attributable to RCIHH common stockholders $(5.5) $0.2 $10.8 $3.0
Adjusted EBITDA1 $7.4 $17.9 $52.6 $72.6
Weighted average shares used in computing EPS – basic and diluted 8.72 9.01 8.82 9.25

1 See “Non-GAAP Financial Measures” below.

Summary (Comparisons are to year-ago periods unless indicated otherwise)

Travis Reese, Interim President and CEO, said: "Fourth quarter results primarily reflect higher non-cash legal accrual, increased taxes, and lower non-cash impairment. While net cash provided by operating activities was below last year, free cash flow remained approximately level. As previously reported, Nightclubs revenues were also nearly level despite continued economic uncertainty. Bombshells revenues mainly reflected the year-ago divestiture/closure of underperforming locations."

"During and after the fourth quarter, we continued to execute our Back to Basics 5-Year Capital Allocation Plan. As of March 13, 2026, we had reduced our share count by approximately 14% since the end of fiscal 2024, to 7,710,000. We sold two small underperforming clubs for $1.7 million and a 49% interest in Rick's Cabaret Austin for $1.8 million. We also opened Bombshells Lubbock and reopened a reformatted club in Dallas, which together generated $2.9 million in 1Q26 sales."

"In FY26, we are focused on improving club and restaurant operations, selling excess real estate and underperforming locations (which we estimate have a combined value of approximately $32 million), and deploying the proceeds — along with cash from operations — to acquire additional clubs, reduce debt, or repurchase shares."

X Spaces Conference Call at 4:30 PM ET Today

•Call link: https://x.com/i/spaces/1NGaraDpQRqJj (X log in required).

•Presentation link: https://www.rcihospitality.com/investor-relations/.

•To ask questions: Participants must join the X Space using a mobile device.

•To listen only: Participants can access the X Space from a computer.

•There will be no other types of telephone or webcast access.

4Q25 Results (Comparisons are to year-ago periods unless indicated otherwise)

Nightclubs segment: Revenues of $60.9 million increased by 0.4%. Sales reflected $3.2 million from four new clubs acquired or opened in 2Q25 and 3Q25, sales from two smaller rebranded/reformatted Texas clubs not in SSS, a 4.4% decline in same-store sales, and reduced sales from the closing of Dallas Showclub in 4Q25 for reformatting and the Baby Dolls Fort Worth due to fire in 4Q24.2

By revenue type, food, merchandise and other increased 4.3%, service increased 1.5%, and alcoholic beverages declined 2.0%. Other net charges totaled $2.1 million compared to $6.9 million, primarily reflecting impairments in both periods.

Operating income was $16.3 million (26.8% of segment revenues) compared to income of $13.0 million (21.5%). Non-GAAP operating income, which excludes other net charges (mainly impairments), was $19.1 million (31.3% of segment revenues) compared to $20.5 million (33.8%).

Bombshells segment: Revenues of $9.4 million declined 21.4%. Sales reflected the divestiture/closure of five underperforming locations in 4Q24 and 1Q25, a 19.5% SSS decline, and the opening of new locations in Denver, CO, in January 2025 and Lubbock, TX, in early July 2025.2

Other net charges totaled $1.6 million compared to $3.2 million, primarily reflecting impairments in both periods.

Operating loss was $1.6 million (-16.9% of segment revenues) compared to a loss of $2.6 million (-21.5%). Non-GAAP operating income, which excludes other net charges (mainly impairments), was $29,000 (0.3% of segment revenues) compared to income of $0.6 million (5.4%).

Corporate segment: Expenses totaled $15.4 million (21.8% of total revenues) compared to $7.1 million (9.7%). Non-GAAP expenses totaled $15.0 million (21.2% of total revenues) compared to $6.6 million (9.0%). Most of the year over year change reflected the establishment of a legal accrual.

Impairments and other charges, net within consolidated operations totaled $3.7 million compared to $10.1 million.

Income tax was a $1.0 million expense compared to a $0.8 million benefit.

Weighted average shares outstanding of 8.72 million declined 3.2% due to share buybacks.

Debt of $235.8 million at September 30, 2025 declined 2.3% from June 30, 2025, primarily reflecting scheduled pay downs. Compared to a year ago, debt declined 1.0%.

2 See our October 9, 2025 news release on 4Q25 sales for more details.

Non-GAAP Financial Measures

In addition to our financial information presented in accordance with GAAP, management uses certain non-GAAP financial measures, within the meaning of the SEC Regulation G, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with GAAP. We monitor non-GAAP financial measures because it describes the operating performance of the Company and helps management and investors gauge our ability to generate cash flow, excluding (or including) some items that management believes are not representative of the ongoing business operations of the Company, but are included in (or excluded from) the most directly comparable measures calculated and presented in accordance with GAAP. Relative to each of the non-GAAP financial measures, we further set forth our rationale as follows:

Non-GAAP Operating Income and Non-GAAP Operating Margin. We calculate non-GAAP operating income and non-GAAP operating margin by excluding the following items from income (loss) from operations and operating margin: (a) amortization of intangibles, (b) impairment of assets, (c) gains or losses on sale of businesses and assets, (d) gains or losses on insurance, (e) settlement of lawsuits, and (f) stock-based compensation. We believe that excluding these items assists investors in evaluating period-over-period changes in our operating income (loss) and operating margin without the impact of items that are not a result of our day-to-day business and operations.

Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per Diluted Share. We calculate non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share by excluding or including certain items to net income (loss) attributable to RCIHH common stockholders and diluted earnings (loss) per share. Adjustment items are: (a) amortization of intangibles, (b) impairment of assets, (c) gains or losses on sale of businesses and assets, (d) gains or losses on insurance, (e) settlement of lawsuits, (f) gain on lease termination, (g) stock-based compensation, (h) the income tax effect of the above-described adjustments, and (i) change in deferred tax asset valuation allowance. Included in the income tax effect of the above adjustments is the net effect of the non-GAAP provision for income taxes, calculated at 22.7%, 0.0%, and 20.6% effective tax rate of the non-GAAP income (loss) before taxes for 2025, 2024, and 2023, respectively, and the GAAP income tax expense (benefit). We believe that excluding and including such items help management and investors better understand our operating activities.

Adjusted EBITDA. We calculate adjusted EBITDA by excluding the following items from net income (loss) attributable to RCIHH common stockholders: (a) depreciation and amortization, (b) income tax expense (benefit), (c) net interest expense, (d) gains or losses on sale of businesses and assets, (e) gains or losses on insurance, (f) impairment of assets, (g) settlement of lawsuits, (h) gain on lease termination, and (i) stock-based compensation. We believe that adjusting for such items helps management and investors better understand our operating activities. Adjusted EBITDA provides a core operational performance measurement that compares results without the need to adjust for federal, state and local taxes which have considerable variation between domestic jurisdictions. The results are, therefore, without consideration of financing alternatives of capital employed. We use adjusted EBITDA as one guideline to assess the unleveraged performance return on our investments. Adjusted EBITDA multiple is also used as a target benchmark for our acquisitions of nightclubs

We also use certain non-GAAP cash flow measures such as free cash flow. Free cash flow is derived from net cash provided by operating activities less maintenance capital expenditures. We use free cash flow as the baseline for the implementation of our capital allocation strategy.

Accounting Standards Update (ASU) 2023-07

The Company has adopted Accounting Standards Update (ASU) 2023-07, which requires enhanced reportable segment disclosures. As a result, certain prior-year segment information has been recast.

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 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, and (vii) our ability to regain and maintain compliance with the filing requirements of the SEC and the Nasdaq Stock Market. 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, 2025, 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 212-883-0655 or gfishman@pondel.com and mwichman@pondel.com.

RCI HOSPITALITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share, number of shares, and percentage data)
Three Months Ended Twelve Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue
Revenues
Sales of alcoholic beverages $ 30,290 42.7 % $ 32,459 44.3 % $ 122,124 43.7 % $ 133,124 45.0 %
Sales of food and merchandise 10,417 14.7 % 11,000 15.0 % 39,971 14.3 % 44,606 15.1 %
Service revenues 24,817 35.0 % 24,504 33.5 % 97,079 34.7 % 98,455 33.3 %
Other 5,406 7.6 % 5,271 7.2 % 20,260 7.3 % 19,419 6.6 %
Total revenues 70,930 100.0 % 73,234 100.0 % 279,434 100.0 % 295,604 100.0 %
Operating expenses
Cost of goods sold
Alcoholic beverages sold 5,513 18.2 % 5,783 17.8 % 22,143 18.1 % 24,228 18.2 %
Food and merchandise sold 3,854 37.0 % 4,132 37.6 % 14,118 35.3 % 16,360 36.7 %
Service and other 243 0.8 % 286 1.0 % 376 0.3 % 397 0.3 %
Total cost of goods sold (exclusive of items shown below) 9,610 13.5 % 10,201 13.9 % 36,637 13.1 % 40,985 13.9 %
Salaries and wages 21,694 30.6 % 20,878 28.5 % 83,665 29.9 % 84,177 28.5 %
Selling, general and administrative 32,592 45.9 % 24,761 33.8 % 107,839 38.6 % 99,672 33.7 %
Depreciation and amortization 3,841 5.4 % 3,757 5.1 % 15,078 5.4 % 15,395 5.2 %
Impairments and other charges, net 3,716 5.2 % 10,118 13.8 % 5,948 2.1 % 36,570 12.4 %
Total operating expenses 71,453 100.7 % 69,715 95.2 % 249,167 89.2 % 276,799 93.6 %
Income (loss) from operations (523) (0.7) % 3,519 4.8 % 30,267 10.8 % 18,805 6.4 %
Other income (expenses)
Interest expense (4,120) (5.8) % (4,224) (5.8) % (16,352) (5.9) % (16,679) (5.6) %
Interest income 130 0.2 % 162 0.2 % 565 0.2 % 482 0.2 %
Gain on lease termination and other, net (6) 0.0 % 0.0 % 968 0.3 % %
Income (loss) before income taxes (4,519) (6.4) % (543) (0.7) % 15,448 5.5 % 2,608 0.9 %
Income tax expense (benefit) 961 1.4 % (788) (1.1) % 4,609 1.6 % (410) (0.1) %
Net income (loss) (5,480) (7.7) % 245 0.3 % 10,839 3.9 % 3,018 1.0 %
Net income attributable to noncontrolling interests (22) 0.0 % (1) 0.0 % (28) 0.0 % (7) 0.0 %
Net income (loss) attributable to RCIHH common shareholders $ (5,502) (7.8) % $ 244 0.3 % $ 10,811 3.9 % $ 3,011 1.0 %
Earnings (loss) per share
Basic and diluted $ (0.63) $ 0.03 $ 1.23 $ 0.33
Weighted average shares used in computing earnings (loss) per share
Basic and diluted 8,715,129 9,006,014 8,822,758 9,250,245
RCI HOSPITALITY HOLDINGS, INC.
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SEGMENT INFORMATION
(in thousands)
Three Months Ended Twelve Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Revenues
Nightclubs $ 60,900 $ 60,636 $ 242,501 $ 243,864
Bombshells 9,385 11,937 35,810 50,578
Other 645 661 1,123 1,162
$ 70,930 $ 73,234 $ 279,434 $ 295,604
Income (loss) from operations
Nightclubs $ 16,325 $ 13,028 $ 69,569 $ 57,912
Bombshells (1,590) (2,569) 177 (10,783)
Other 175 160 (169) (137)
Corporate (15,433) (7,100) (39,310) (28,187)
$ (523) $ 3,519 $ 30,267 $ 18,805
RCI HOSPITALITY HOLDINGS, INC.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended Twelve Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (5,480) $ 245 $ 10,839 $ 3,018
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 3,841 3,757 15,078 15,395
Impairment of assets 3,560 12,553 5,340 38,517
Deferred income tax expense (benefit) 1,196 (31) (1,004) (6,450)
Loss (gain) on sale of businesses and assets 194 (2,331) (1,032) (2,215)
Amortization and writeoff of debt discount and issuance costs 129 146 549 608
Credit loss expense (reversal) on notes receivable 15 (22) 42
Gain on insurance (208) (522) (2,087) (522)
Noncash lease expense 724 662 2,726 2,980
Stock-based compensation 393 470 1,373 1,882
Changes in operating assets and liabilities, net of business acquisitions:
Receivables 672 1,231 1,943 4,283
Inventories (110) (97) (20) (309)
Prepaid expenses, other current, and other assets (1,641) 1,063 (1,241) (2,421)
Accounts payable, accrued, and other liabilities 10,449 (1,473) 16,912 1,118
Net cash provided by operating activities 13,734 15,651 49,418 55,884
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of businesses and assets 7 19 1,093 1,969
Proceeds from insurance 208 1,367 2,101 1,367
Proceeds from notes receivable 69 70 292 249
Payments for property and equipment and intangible assets (2,238) (5,381) (14,527) (24,600)
Acquisition of businesses, net of cash acquired (13,000)
Net cash used in investing activities (1,954) (3,925) (24,041) (21,015)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt obligations 1,713 10,888 22,657
Payments on debt obligations (6,071) (5,864) (20,502) (23,001)
Purchase of treasury stock (2,702) (7,831) (11,860) (20,606)
Payment of dividends (608) (628) (2,464) (2,302)
Payment of loan origination costs (80) (290)
Net cash used in financing activities (7,668) (14,323) (24,018) (23,542)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 4,112 (2,597) 1,359 11,327
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 29,597 34,947 32,350 21,023
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 33,709 $ 32,350 $ 33,709 $ 32,350
RCI HOSPITALITY HOLDINGS, INC.
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CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, 2025 September 30, 2024
ASSETS
Current assets
Cash and cash equivalents $ 33,709 $ 32,350
Receivables, net 3,940 5,832
Inventories 4,857 4,676
Prepaid expenses and other current assets 4,968 4,427
Assets held for sale 3,394
Total current assets 50,868 47,285
Property and equipment, net 279,027 280,075
Operating lease right-of-use assets, net 25,781 26,231
Notes receivable, net of current portion 3,849 4,174
Goodwill 62,725 61,911
Intangibles, net 171,948 163,461
Other assets 2,737 1,227
Total assets $ 596,935 $ 584,364
LIABILITIES AND EQUITY
Current liabilities
Accounts payable $ 5,836 $ 5,637
Accrued liabilities 32,607 20,280
Current portion of debt obligations, net 21,198 18,871
Current portion of operating lease liabilities 3,314 3,290
Total current liabilities 62,955 48,078
Deferred tax liability, net 21,689 22,693
Debt, net of current portion and debt discount and issuance costs 214,583 219,326
Operating lease liabilities, net of current portion 27,320 30,759
Other long-term liabilities 9,509 398
Total liabilities 336,056 321,254
Commitments and contingencies
Equity
Preferred stock
Common stock 87 90
Additional paid-in capital 50,908 61,511
Retained earnings 210,106 201,759
Total RCIHH stockholders' equity 261,101 263,360
Noncontrolling interests (222) (250)
Total equity 260,879 263,110
Total liabilities and equity $ 596,935 $ 584,364
RCI HOSPITALITY HOLDINGS, INC.
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NON-GAAP FINANCIAL MEASURES
(in thousands, except per share, number of shares, and percentage data)
Three Months Ended Twelve Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Reconciliation of GAAP net income (loss) to Adjusted EBITDA
Net income (loss) attributable to RCIHH common stockholders $ (5,502) $ 244 $ 10,811 $ 3,011
Income tax expense (benefit) 961 (788) 4,609 (410)
Interest expense, net 3,990 4,062 15,787 16,197
Depreciation and amortization 3,841 3,757 15,078 15,395
Impairment of assets 3,560 12,553 5,340 38,517
Settlement of lawsuits 361 212 3,948 520
Loss (gain) on sale of businesses and assets 2 (2,320) (982) (2,140)
Gain on insurance (207) (327) (2,358) (327)
Stock-based compensation 393 470 1,373 1,882
Gain on lease termination (979)
Adjusted EBITDA $ 7,399 $ 17,863 $ 52,627 $ 72,645
Reconciliation of GAAP net income (loss) to non-GAAP net income (loss)
Net income (loss) attributable to RCIHH common stockholders $ (5,502) $ 244 $ 10,811 $ 3,011
Amortization of intangibles 629 597 2,362 2,494
Impairment of assets 3,560 12,553 5,340 38,517
Settlement of lawsuits 361 212 3,948 520
Stock-based compensation 393 470 1,373 1,882
Loss (gain) on sale of businesses and assets 2 (2,320) (982) (2,140)
Gain on insurance (207) (327) (2,358) (327)
Gain on lease termination (979)
Change in deferred tax asset valuation allowance 64 143 64 143
Net income tax effect (352) 3,065 (867) (410)
Non-GAAP net income (loss) $ (1,052) $ 14,637 $ 18,712 $ 43,690
Reconciliation of GAAP diluted earnings (loss) per share to non-GAAP diluted earnings (loss) per share
Diluted shares 8,715,129 9,006,014 8,822,758 9,250,245
GAAP diluted earnings (loss) per share $ (0.63) $ 0.03 $ 1.23 $ 0.33
Amortization of intangibles 0.07 0.07 0.27 0.27
Impairment of assets 0.41 1.39 0.61 4.16
Settlement of lawsuits 0.04 0.02 0.45 0.06
Stock-based compensation 0.05 0.05 0.16 0.20
Loss (gain) on sale of businesses and assets (0.26) (0.11) (0.23)
Gain on insurance (0.02) (0.04) (0.27) (0.04)
Gain on lease termination (0.11)
Change in deferred tax asset valuation allowance 0.01 0.02 0.01 0.02
Net income tax effect (0.04) 0.34 (0.10) (0.04)
Non-GAAP diluted earnings (loss) per share $ (0.12) $ 1.63 $ 2.12 $ 4.72
Three Months Ended Twelve Months Ended
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September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Reconciliation of GAAP operating income (loss) to non-GAAP operating income
Income (loss) from operations $ (523) $ 3,519 $ 30,267 $ 18,805
Amortization of intangibles 629 597 2,362 2,494
Impairment of assets 3,560 12,553 5,340 38,517
Settlement of lawsuits 361 212 3,948 520
Stock-based compensation 393 470 1,373 1,882
Loss (gain) on sale of businesses and assets 2 (2,320) (982) (2,140)
Gain on insurance (207) (327) (2,358) (327)
Non-GAAP operating income $ 4,215 $ 14,704 $ 39,950 $ 59,751
Reconciliation of GAAP operating margin to non-GAAP operating margin
GAAP operating margin (0.7) % 4.8 % 10.8 % 6.4 %
Amortization of intangibles 0.9 % 0.8 % 0.8 % 0.8 %
Impairment of assets 5.0 % 17.1 % 1.9 % 13.0 %
Settlement of lawsuits 0.5 % 0.3 % 1.4 % 0.2 %
Stock-based compensation 0.6 % 0.6 % 0.5 % 0.6 %
Loss (gain) on sale of businesses and assets 0.0 % (3.2) % (0.4) % (0.7) %
Gain on insurance (0.3) % (0.4) % (0.8) % (0.1) %
Non-GAAP operating margin 5.9 % 20.1 % 14.3 % 20.2 %
Reconciliation of net cash provided by operating activities to free cash flow
Net cash provided by operating activities $ 13,734 $ 15,651 $ 49,418 $ 55,884
Less: Maintenance capital expenditures 679 2,483 4,020 7,463
Free cash flow $ 13,055 $ 13,168 $ 45,398 $ 48,421
RCI HOSPITALITY HOLDINGS, INC.
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NON-GAAP SEGMENT INFORMATION
( in thousands)
Three Months Ended September 30, 2024
Bombshells Other Corporate Total Nightclubs Bombshells Other Corporate Total
Income (loss) from operations 16,325 $ (1,590) $ 175 $ (15,433) $ (523) $ 13,028 $ (2,569) $ 160 $ (7,100) $ 3,519
Amortization of intangibles 2 629 576 11 10 597
Impairment of assets 1,550 3,560 7,039 5,514 12,553
Settlement of lawsuits 68 361 157 25 30 212
Stock-based compensation 393 393 470 470
Loss (gain) on sale of businesses and assets 1 (2) 2 14 (2,332) (2) (2,320)
Gain on insurance (207) (327) (327)
Non-GAAP operating income (loss) 19,051 $ 29 $ 175 $ (15,040) $ 4,215 $ 20,487 $ 649 $ 160 $ (6,592) $ 14,704
GAAP operating margin % (16.9) % 27.1 % (21.8) % (0.7) % 21.5 % (21.5) % 24.2 % (9.7) % 4.8 %
Non-GAAP operating margin % 0.3 % 27.1 % (21.2) % 5.9 % 33.8 % 5.4 % 24.2 % (9.0) % 20.1 %
Twelve Months Ended September 30, 2024
Bombshells Other Corporate Total Nightclubs Bombshells Other Corporate Total
Income (loss) from operations 69,569 $ 177 $ (169) $ (39,310) $ 30,267 $ 57,912 $ (10,783) $ (137) $ (28,187) $ 18,805
Amortization of intangibles 3 14 2,362 2,334 137 23 2,494
Impairment of assets 1,550 5,340 22,691 15,826 38,517
Settlement of lawsuits 98 3,948 465 25 30 520
Stock-based compensation 1,373 1,373 1,882 1,882
Loss (gain) on sale of businesses and assets (1,188) (97) (982) (56) (2,322) 238 (2,140)
Gain on insurance (2,358) (327) (327)
Non-GAAP operating income (loss) 77,499 $ 640 $ (169) $ (38,020) $ 39,950 $ 83,019 $ 2,883 $ (137) $ (26,014) $ 59,751
GAAP operating margin % 0.5 % (15.0) % (14.1) % 10.8 % 23.7 % (21.3) % (11.8) % (9.5) % 6.4 %
Non-GAAP operating margin % 1.8 % (15.0) % (13.6) % 14.3 % 34.0 % 5.7 % (11.8) % (8.8) % 20.2 %

All values are in US Dollars.

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