RICK

rick-20260709

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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): July 9, 2026

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas001-1399276-0458229

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

oPre-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 classTrading Symbol(s)Name of each exchange on which registered

Common stock, $0.01 par valueRICKThe 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 July 9, 2026, we issued a press release announcing sales at nightclubs and sports bar-restaurants for the third fiscal quarter ended June 30, 2026. 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. dated July 9, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: July 9, 2026By:/s/ Travis Reese

Travis Reese

Interim President and Chief Executive Officer

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EX-99.1

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EX-99.1

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RCI Files 10-Q and Reports Results for 2Q26

HOUSTON—May 28, 2026—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today filed its Form 10-Q and reported results for the fiscal 2026 second quarter ended March 31, 2026.

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 EPS1

$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 flow1

$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 EBITDA1

$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

1 See “Non-GAAP Financial Measures” below.

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

Travis Reese, Interim President and CEO, said: "We're pleased to report improved performance in many key metrics. While net income attributable to RCIHH common stockholders and EPS declined due to non-cash impairments, non-GAAP EPS, net cash provided by operating activities, free cash flow, and adjusted EBITDA all increased."

"This performance was despite freezing weather in late January-early February that caused a number of clubs to close for one to two days each, mostly on weekends."

"As previously reported, Nightclubs total sales increased and same-store sales were nearly level. Bombshells total sales also increased. While same-store sales declined, the initial implementation of our ‘pre-game and party all in one’ strategy to increase the mix of higher-margin alcoholic beverage sales resulted in a 3.6% same-store sales increase at Bombshells 59 in Houston, making it the best‑performing same-store location."

"In line with our 5-Year Capital Allocation Plan, we have continued to buy back shares. As of May 22, 2026, we had approximately 7,644,500 shares outstanding."

Note: There will be no conference call as RCI just held one on May 7, 2026, when it reported its delayed 1Q26 results.

2Q26 Results (Comparisons are to year-ago periods unless indicated otherwise)

Nightclubs segment: Revenues of $60.3 million increased by 4.8%. Five newly acquired, opened and reformatted clubs generated $4.8 million in sales, the 51 clubs in same-store sales produced $54.5 million, and one club was closed during the quarter.2 By revenue type, service increased 11.3%; food, merchandise and other increased 3.8%; and alcoholic beverages declined 0.9%.

Impairments and other charges, net of $7.6 million compared to $2.0 million. Operating income was $10.8 million compared to $14.5 million or 17.8% of segment revenues compared to 25.3%. Non-GAAP operating income, which excludes impairment and other net charges, was $19.0 million compared to $17.1 million or 31.5% of segment revenues compared to 29.7%.

Bombshells segment: Revenues of $8.4 million increased 1.6%. Sales reflected $1.6 million from two newly opened locations and $6.8 million from the nine same-store locations.2 By revenue type, alcoholic beverages increased 4.0% and food was level with 2Q25.

1

Other charges, net of $67,000 compared to $159,000. Operating loss was $267,000 compared to $245,000 or -3.2% of segment revenues compared to -3.0%. Non-GAAP operating loss, which excludes other net charges, was $200,000 compared to $85,000 or -2.4% of segment revenues compared to -1.0%.

Corporate segment: Expenses totaled $6.6 million compared to $5.9 million or 9.6% of total revenues compared to 9.0%. Most of the year over year change reflected increased insurance costs. Non-GAAP expenses totaled $6.4 million compared to $5.8 million or 9.3% of total revenues compared to 8.8%.

Impairments and other charges, net within consolidated operations totaled $7.6 million compared to $2.1 million.

Income tax was a benefit of $0.4 million compared to an expense of $1.1 million.

Weighted average shares outstanding of 7.74 million declined 12.6% due to share buybacks.

Debt of $248.7 million at March 31, 2026 declined 3.0% from $256.4 million at December 31, 2025, primarily reflecting debt paydowns. Compared to a year ago, debt increased 3.0%.

2 See our April 9, 2026 news release on 2Q26 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

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RCI Files 10-Q, Reports 1Q26 Results, Hosts X Spaces Call at 4:30 PM ET Today

HOUSTON—May 7, 2026—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 EPS1

$0.74

$0.80

Net cash provided by operating activities

$7.8

$13.3

Free cash flow1

$6.7

$12.1

Net income (loss) attributable to RCIHH common stockholders

$(4.7)

$9.0

Adjusted EBITDA1

$15.7

$15.7

Weighted average shares used in computing EPS – basic and diluted

8.30

8.92

1 See “Non-GAAP Financial Measures” below.

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

Travis Reese, Interim President and CEO, said: "The year‑over‑year decline in net income primarily reflects pre-tax operating and non-operating items of $10.1 million in net charges in 1Q26 and $3.2 million in net gains in 1Q25."

"As previously reported, total nightclub sales were stable, with contributions from new venues offsetting same‑store performance and the closure of underperforming locations, while new Bombshells sports bars-restaurants offset most same‑store declines. Despite sales headwinds tied to customer uncertainty during the U.S. government shutdown in October and November, higher‑margin club service revenues increased 6.7% year over year.”

"In line with our 5-Year Capital Allocation Plan, we have bought back more than one million shares in FY26 to date as of May 1, 2026, resulting in approximately 7,651,500 shares outstanding."

X Spaces Conference Call at 4:30 PM ET Today

•Call link: https://x.com/i/spaces/1qxvvkXrjaqxB (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.

1Q26 Results (Comparisons are to year-ago periods unless indicated otherwise)

Nightclubs segment: Revenues of $62.3 million increased by 0.9%. Sales primarily reflected $4.9 million from five newly acquired and reopened clubs and $56.9 million from the 52 same-store clubs. Two small Texas clubs closed during the quarter.2 By revenue type, service increased 6.7%; food, merchandise and other increased 1.8%; and alcoholic beverages declined 4.6%.

Other charges, net of $0.2 million (mainly impairments offset by favorable settlement of a lawsuit and gain on insurance) compared to other gains, net of $0.8 million (mainly a gain on insurance).

Operating income was $18.7 million (30.0% of segment revenues) compared to $20.9 million (33.8%). Non-GAAP operating income, which excludes other net charges and gains, was $19.5 million (31.3% of segment revenues) compared to $20.6 million (33.4%).

1

Bombshells segment: Revenues of $8.4 million declined 12.6%. Sales reflected $1.8 million from two newly opened locations, $6.6 million from the nine same-store locations, and the absence of $1.2 million from four underperforming locations divested/closed in 1Q25.2

Operating loss was $139,000 (-1.7% of segment revenues) compared to income of $1.9 million (20.3%), which included a gain on sale of a location of $1.3 million. Non-GAAP operating loss, which excludes other net charges (mainly impairments), was $110,000 (-1.3% of segment revenues) compared to income of $616,000 (6.4%), which excludes the gain on sale.

Corporate segment: Expenses totaled $7.4 million (10.4% of total revenues) compared to $8.8 million (12.3%). Most of the year over year change reflected lower insurance costs partially offset by higher accounting and professional fees in the current year due to delayed filing of our annual report and year end audit. Non-GAAP expenses totaled $7.0 million (9.9% of total revenues) compared to $8.4 million (11.8%).

Impairments and other charges, net within consolidated operations totaled $0.2 million compared to net gains of $2.2 million. 1Q26 also included a non-operating charge of $9.9 million compared to a non-operating gain of $1.0 million.

Income tax expense was $1.5 million compared to $1.8 million.

Weighted average shares outstanding of 8.30 million declined 7.0% due to share buybacks.

Debt of $256.4 million at December 31, 2025 increased 8.8% from $235.8 million at September 30, 2025, primarily reflecting seller-financing from the previously-announced ADW transaction. Compared to a year ago, debt increased 8.9%.

2 See our January 13, 2026 news release on 1Q26 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