UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2025~~2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-13992

RCI HOSPITALITY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Texas						76-0458229
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

10737 Cutten Road

Houston, Texas 77066

(Address of principal executive offices) (Zip Code)

(281) 397-6730

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o 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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 122, 2026, 7,~~651~~644,500 shares of the registrant’s common stock were outstanding.

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Forward-looking statements may appear throughout this report, including, without limitation, the following sections: Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Important factors that in our view could cause material adverse effects on our financial condition and results of operations include, but are not limited to, the risks and uncertainties associated with (i) operating and managing an adult business, (ii) the business climates in cities where we operate, (iii) the success or lack thereof in launching and building our businesses, (iv) cyber security, (v) conditions relevant to real estate transactions, (vi) our ability to regain and maintain compliance with the filing requirements of the SEC and the Nasdaq Stock Market, and (vii) numerous other factors such as laws governing the operation of adult entertainment businesses, competition and dependence on key personnel. We undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

As used herein, the “Company,” “we,” “our,” and similar terms include RCI Hospitality Holdings, Inc. and its subsidiaries, unless the context indicates otherwise.

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RCI HOSPITALITY HOLDINGS, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended December 31, 2025, and 2024	4
	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended March 31, 2026, and 2025	4
	Condensed Consolidated Statements of Income (unaudited) for the three months ended December 31, 2025, and 2024	5
	Condensed Consolidated Statements of Income (unaudited) for the three and six months ended March 31, 2026, and 2025	5
	Condensed Consolidated Statements of Changes in Equity (unaudited) for the three months ended December 31, 2025, and 2024	6
	Condensed Consolidated Statements of Changes in Equity (unaudited) for the three and six months ended March 31, 2026, and 2025	6
	Condensed Consolidated Balance Sheets as of December 31, 2025, (unaudited) and September 30, 2025	7
	Condensed Consolidated Balance Sheets as of March 31, 2026, (unaudited) and September 30, 2025	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2022
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3238
Item 4.	Controls and Procedures	3238
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	3440
Item1A.	Risk Factors	3440
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3440
Item 6.	Exhibits	3541
	Signatures	3642

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except number of shares)

(unaudited)

	Three Months Ended December 31,
	Six Months Ended March 31,
	2025		2024
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(4,~~649~~868)	$	912,~~065~~259
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	48,~~187~~204		37,~~569~~345
Impairment of assets	18,~~163~~433		—1,780
Deferred income tax benefit	—(2,223)		(~~389~~1,242)
Stock-based compensation	~~392~~589		~~470~~588
Loss (gain) on sale of businesses and assets	30184		(1,~~463~~248)
Amortization of debt discount and issuance costs	~~137~~265		63290
Noncash lease expense	~~734~~1,479		~~658~~1,326
Gain on insurance	(~~141~~187)		(1,150)
Credit loss expense on notes receivable	75		—
Credit loss reversal on notes receivable	(11)		—
Premium on stock repurchase	9,885		—
Changes in operating assets and liabilities:
Changes in operating assets and liabilities, net of business acquisitions:
Receivables	~~(354)~~745		21,~~373~~714
Inventories	25112		~~(4)~~64
Prepaid expenses, other current and other assets	(21,~~822~~209)		(~~598~~530)
Accounts payable, accrued and other liabilities	(~~846~~3,701)		~~750~~695
Net cash provided by operating activities	717,~~816~~697		1321,~~344~~891
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of businesses and assets	~~600~~1,675		~~129~~1,085
Proceeds from insurance	~~138~~184		1,150
Proceeds from notes receivable	50107		71147
Payments for property and equipment and intangible assets	(24,~~331~~199)		(58,~~754~~608)
Net cash used in investing activities	(1,543)		(4,404)
Acquisition of businesses, net of cash acquired	—		(6,000)
Net cash used in investing activities	(2,233)		(12,226)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt obligations	2,253		28,~~963~~396
Payments on debt obligations	(412,~~952~~785)		(510,~~694~~321)
Payment of loan origination costs	(40)		—(71)
Purchase of treasury stock	(912,~~831~~269)		(36,~~218~~114)
Payment of dividends	(~~545~~1,162)		(~~623~~1,242)
Investment from noncontrolling partner	1,800		—
Payments to noncontrolling interests	(3680)		—
Net cash used in financing activities	(1122,~~351~~283)		(69,~~572~~352)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(56,~~078~~819)		~~2,368~~313
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	33,709		32,350
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2826,~~631~~890	$	3432,~~718~~663

See accompanying notes to unaudited condensed consolidated financial statements.

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RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share and number of share data)

(unaudited)

	Three Months Ended December 31,
	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024
	2026		2025		2026		2025
Revenues
Sales of alcoholic beverages	$	3028,~~139~~817	$	3228,~~188~~866	$	58,956	$	61,054
Sales of food and merchandise	9,~~966~~539		109,~~106~~411		19,505		19,517
Service revenues	25,~~811~~448		2422,~~181~~912		51,259		47,093
Other	4,~~912~~918		54,~~008~~687		9,830		9,695
Total revenues	7068,~~828~~722		7165,~~483~~876		139,550		137,359
Operating expenses
Cost of goods sold
Alcoholic beverages sold	5,~~511~~231		5,~~846~~204		10,742		11,050
Food and merchandise sold	3,~~629~~558		3,~~563~~182		7,187		6,745
Service and other	~~101~~16		7225		117		97
Total cost of goods sold (exclusive of items shown separately below)	98,~~241~~805		98,~~481~~411		18,046		17,892
Salaries and wages	21,~~443~~242		20,~~564~~491		42,685		41,055
Selling, general and administrative	24,704		26,207
Selling, general, and administrative	23,197		22,900		47,901		49,107
Depreciation and amortization	4,~~187~~017		3,~~569~~776		8,204		7,345
Impairments and other charges (gains), net	~~217~~7,649		(2,~~244)~~127		7,866		(117)
Total operating expenses	5964,~~792~~910		57,~~577~~705		124,702		115,282
Income from operations	113,~~036~~812		138,~~906~~171		14,848		22,077
Other income (expenses)
Interest expense	(4,~~350~~515)		(4,~~152~~048)		(8,865)		(8,200)
Interest income	9982		~~179~~139		181		318
Premium on stock repurchase	(9,885)		—
Non-operating gains (losses), net	4		—		(9,881)		979
Gain on lease termination	—		979
Income (loss) before income taxes	(617)		4,262		(3,717)		15,174
Income (loss) before income taxes	(3,100)		10,912
Income tax expense (benefit)	(398)		1,068		1,151		2,915
Income tax expense	1,549		1,847
Net income (loss)	(219)		3,194		(4,868)		12,259
Net income (loss)	(4,649)		9,065
Net loss (income) attributable to noncontrolling interests	(107)		37		(192)		(4)
Net income attributable to noncontrolling interests	(85)		(41)
Net income (loss) attributable to RCIHH common stockholders	$	(326)	$	3,231	$	(5,060)	$	12,255
Net income (loss) attributable to RCIHH common stockholders	$	(4,734)	$	9,024
Earnings (loss) per share
Earnings (loss) per share
Basic and diluted	$	(0.04)	$	0.36	$	(0.63)	$	1.38
Basic and diluted	$	(0.57)	$	1.01
Weighted average shares used in computing earnings per share
Weighted average shares used in computing earnings (loss) per share
Basic and diluted	7,741,522		8,861,854		8,021,747		8,891,638
Basic and diluted	8,295,880		8,920,774

See accompanying notes to unaudited condensed consolidated financial statements.

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RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except number of shares)

(unaudited)

	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock			Noncontrolling Interests		Total Equity
	Number of Shares	Amount						Number of Shares	Amount
Balance at September 30, 2025	8,684,061	$	87	$	50,908	$	210,106	—	$	—	$	(222)	$	260,879
Purchase of treasury shares	—	—		—		—		(895,061)	(21,946)		—		(21,946)
Canceled treasury shares	(895,061)	(9)		(21,937)		—		895,061	21,946		—		—
Excise tax on stock repurchases	—	—		(219)		—		—	—		—		(219)
Payment of dividends ($0.07 per share)	—	—		—		(545)		—	—		—		(545)
Stock-based compensation	—	—		392		—		—	—		—		392
Investment from noncontrolling partner	—	—		—		(790)		—	—		2,590		1,800
Payments to noncontrolling interests	—	—		—		—		—	—		(36)		(36)
Net income (loss)	—	—		—		(4,734)		—	—		85		(4,649)
Balance at December 31, 2025	7,789,000	$78	78	$29,144	~~29,144~~	$204,037	~~204,037~~	—	$—	—	$2,417	~~2,417~~	$235,676	~~235,676~~
Purchase of treasury shares	—	—		—		—		(103,000)	(2,438)		—		(2,438)
Canceled treasury shares	(103,000)	(1)		(2,437)		—		103,000	2,438		—		—
Excise tax on stock repurchases	—	—		(24)		—		—	—		—		(24)
Payment of dividends ($0.08 per share)	—	—		—		(617)		—	—		—		(617)
Stock-based compensation	—	—		197		—		—	—		—		197
Payments to noncontrolling interests	—	—		—		—		—	—		(44)		(44)
Net income (loss)	—	—		—		(326)		—	—		107		(219)
Balance at March 31, 2026	7,686,000	$	77	$	26,880	$	203,094	—	$	—	$	2,480	$	232,531
Balance at September 30, 2024	8,955,000	$	90	$	61,511	$	201,759	—	$	—	$	(250)	$	263,110
Purchase of treasury shares	—	—		—		—		(66,000)	(3,218)		—		(3,218)
Canceled treasury shares	(66,000)	(1)		(3,217)		—		66,000	3,218		—		—
Excise tax on stock repurchases	—	—		(33)		—		—	—		—		(33)
Payment of dividends ($0.07 per share)	—	—		—		(623)		—	—		—		(623)
Stock-based compensation	—	—		470		—		—	—		—		470
Net income	—	—		—		9,024		—	—		41		9,065
Balance at December 31, 2024	8,889,000	$89	89	$58,731	~~58,731~~	$210,160	~~210,160~~	—	$—	—	$(209)	~~(209)~~	$268,771	~~268,771~~
Purchase of treasury shares	—	—		—		—		(56,875)	(2,896)		—		(2,896)
Canceled treasury shares	(56,875)	(1)		(2,895)		—		56,875	2,896		—		—
Excise tax on stock repurchases	—	—		(29)		—		—	—		—		(29)
Payment of dividends ($0.07 per share)	—	—		—		(619)		—	—		—		(619)
Stock-based compensation	—	—		118		—		—	—		—		118
Net income (loss)	—	—		—		3,231		—	—		(37)		3,194
Balance at March 31, 2025	8,832,125	$	88	$	55,925	$	212,772	—	$	—	$	(246)	$	268,539

See accompanying notes to unaudited condensed consolidated financial statements.

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RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and number of shares)

	December 31, 2025		September 30, 2025
	March 31, 2026		September 30, 2025
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	2826,~~631~~890	$	33,709
Receivables, net	42,~~221~~627		3,940
Inventories	4,~~832~~745		4,857
Prepaid expenses and other current assets	76,~~820~~284		4,968
Assets held for sale	~~4,463~~—		3,394
Total current assets	4940,~~967~~546		50,868
Property and equipment, net	~~276~~278,~~333~~069		279,027
Operating lease right-of-use assets, net	25,053		25,781
Operating lease right-of-use assets	24,311		25,781
Notes receivable, net of current portion	34,~~797~~326		3,849
Goodwill	62,242		62,725
Intangibles, net	~~170~~162,~~164~~271		171,948
Other assets	2,~~706~~627		2,737
Total assets	$	~~590~~574,~~262~~392	$	596,935
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	46,~~499~~258	$	5,836
Accrued liabilities	3330,~~928~~242		32,607
Current portion of debt obligations, net	3433,~~431~~396		21,198
Current portion of operating lease liabilities	3,~~386~~379		3,314
Total current liabilities	7673,~~244~~275		62,955
Deferred tax liability, net	2119,~~689~~466		21,689
Debt, net of current portion and debt discount and issuance costs	~~221~~215,~~997~~325		214,583
Operating lease liabilities, net of current portion	2625,~~442~~628		27,320
Other long-term liabilities	8,~~214~~167		9,509
Total liabilities	~~354~~341,~~586~~861		336,056
Commitments and contingencies (Note 9)
Equity
Preferred stock, $0.10 par value per share; 1,000,000 shares authorized; none issued and outstanding	—		—
Common stock, $0.01 par value per share; 20,000,000 shares authorized; 7,789,000 and 8,684,061 shares issued and outstanding as of December 31, 2025, and September 30, 2025, respectively	78		87
Common stock, $0.01 par value per share; 20,000,000 shares authorized; 7,686,000 and 8,684,061 shares issued and outstanding as of March 31, 2026, and September 30, 2025, respectively	77		87
Additional paid-in capital	2926,~~144~~880		50,908
Retained earnings	~~204~~203,~~037~~094		210,106
Total RCIHH stockholders’ equity	~~233~~230,~~259~~051		261,101
Noncontrolling interests	2,~~417~~480		(222)
Total equity	~~235~~232,~~676~~531		260,879
Total liabilities and equity	$	~~590~~574,~~262~~392	$	596,935

See accompanying notes to unaudited condensed consolidated financial statements.

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of RCI Hospitality Holdings, Inc. (the “Company,” “RCIHH,” “we,” or “us”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by GAAP for complete financial statements. The September 30, 2025 consolidated balance sheet data were derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended September 30, 2025, included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 19, 2026. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the ~~three~~six months ended ~~December~~March 31, ~~2025~~2026, are not necessarily indicative of the results that may be expected for the year ending September 30, 2026.

2. Recent Accounting Standards and Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on our consolidated statements of income in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, as clarified by ASU 2025-01, with early adoption permitted. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of ~~this~~ASU ~~guidance~~2024-03 on our financial statement disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which intended to improve the navigability of the guidance in Accounting Standards Codification ("ASC") Topic 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. The ASU also addresses the form and content of such financial statements, adds list to ASC 270 of the interim disclosures required by all other ASC topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments are not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather to reflect the effects of the SEC's form and content requirements related to interim reporting. The amendments of this ASU are effective to us for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. This ASU may be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of ~~this~~ ASU 2025-11 on our interim reporting financial statement disclosures.

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. Supplemental Disclosure of Cash Flow Information

The following table sets forth certain cash and noncash activities (in thousands), as follows:

	Three Months Ended December 31,
	Six Months Ended March 31,
	2025		2024
	2026		2025
Cash paid during the period for:
Interest, net of amounts capitalized	$	48,~~086~~494	$	47,~~080~~890
Income taxes, net of refunds of $17 and $0, respectively	$	115	$	3
Income taxes, net of refunds of $17 and $51, respectively	$	1,628	$	1,568
Noncash investing and financing transactions:
Debt incurred in connection with stock repurchases	$	22,000	$	—
Unpaid excise tax on stock repurchases	$	219	$	33
Debt incurred in connection with acquisition of businesses	$	—	$	5,000
Unpaid liabilities on capital expenditures	$	278	$	2,451
Note receivable from sale of business	$	—	$	60
Unpaid excise tax on stock repurchases	$	243	$	62
Unpaid liabilities on capital expenditures	$	312	$	1,170

On November 21, 2025, the Company repurchased 821,000 shares of its own common stock from a single stockholder for $30.0 million, paid $8.0 million in cash and $22.0 million under a two-year 12% unsecured promissory note (see Note 7).

Subsequent to the balance sheet date through May 122, 2026, we repurchased ~~137~~41,500 shares of our common stock at an average price of $2324.9672 per share.

4. Segment Information

The Company, through its subsidiaries, owns and operates adult nightclubs and Bombshells Restaurants and Bars. The Company has identified such segments based on how the chief operating decision maker assigns management responsibility,; how financial information is regularly reviewed,; the nature of the Company’s products, services, and costs,; regulatory environments,; and how resources are allocated. There are no major distinctions in geographical areas served as all operations are in the United States. The Company's chief operating decision maker ("CODM") is its chief executive officer. The Company measures segment profit (loss) as income (loss) from operations. Segment assets are those assets controlled by each reportable segment. The Other category below includes our media and energy drink divisions that are not significant to the consolidated financial statements.

In adopting ASU 2023-07, we recast one of our shared-services subsidiary from Other to Corporate. We also recast three previously planned and previously reported casino-related subsidiaries classified in Other to Nightclubs and Bombshells. We reclassified certain prior year segment disclosures to conform to current year presentation.

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Segment Information—continued

Below is the financial information (in thousands) related to the Company’s reportable segments as provided to the CODM:

Three Months Ended December 31, 2025

Three Months Ended December 31, 2024

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Nightclubs

Bombshells

Total

Nightclubs

Bombshells

Total

Revenues

Third party

6260,~~309~~275

8,~~381~~359

7068,~~690~~634

6157,~~724~~541

98,~~587~~229

7165,~~311~~770

Intersegment

1,323

—

1,323

1,~~019~~114

—

1,~~019~~114

63,632

8,381

72,013

62,743

9,587

72,330

61,598

8,359

69,957

58,655

8,229

66,884

Reconciliation of revenue

Other revenues, including intersegment

~~211~~187

~~244~~171

Elimination of intersegment revenues

(1,~~396~~422)

(1,~~091~~179)

Total consolidated revenues

7068,~~828~~722

7165,~~483~~876

Less:

Cost of goods sold, including intersegment

76,~~162~~733

12,~~987~~064

98,~~149~~797

76,~~124~~512

21,~~292~~882

98,~~416~~394

Salaries and wages

14,~~742~~565

2,~~876~~817

17,~~618~~382

1314,~~930~~091

2,~~807~~791

16,~~737~~882

Selling, general, and administrative, including intersegment

1817,~~002~~240

4,~~329~~456

2221,~~331~~696

17,~~668~~278

4,~~369~~198

2221,~~037~~476

Depreciation and amortization

3,~~500~~395

~~415~~338

3,~~915~~733

23,~~971~~158

~~331~~351

3,~~302~~509

Impairments and other charges (gains), net

~~181~~7,584

2967

~~210~~7,651

~~(822)~~1,970

~~(1,330)~~159

(2,~~152)~~129

Other segment items

—

~~(979)~~—

Segment income (loss)

2012,~~045~~081

(1,~~255~~383)

1810,~~790~~698

2115,~~872~~646

2(1,~~097~~152)

2314,~~969~~494

Reconciliation of segment income (loss)

Other loss

(~~130~~163)

(80197)

Interest expense, net

(4,~~251~~433)

(3,~~973~~909)

Elimination of intersegment income

(35)

(34)

Elimination of intersegment loss

Unallocated corporate overhead

(176,~~474~~755)

(86,~~970~~137)

Consolidated income (loss) before income taxes

(~~3,100~~617)

104,~~912~~262

Segment capital expenditures

~~584~~1,349

~~1,270~~387

1,~~854~~736

~~1,554~~692

31,~~919~~727

52,~~473~~419

Reconciliation to consolidated capital expenditures

Other operating segments

85352

Unallocated corporate

~~476~~129

~~196~~83

Consolidated capital expenditures

21,~~331~~868

52,~~754~~854

	December 31, 2025						September 30, 2025
	Nightclubs		Bombshells		Total		Nightclubs		Bombshells		Total
Segment assets	$	477,077	$	78,388	$	555,465	$	478,516	$	78,877	$	557,393
Reconciliation to consolidated total assets
Other operating segments					3,363						3,775
Unallocated corporate					31,434						35,767
Consolidated total assets					$	590,262					$	596,935

General corporate overhead include corporate salaries, health insurance and social security taxes for officers, legal, accounting and information technology employees, corporate taxes and insurance, legal and accounting fees, unallocated self-insurance reserve, depreciation and other corporate costs such as automobile and travel costs. Management considers these to be non-allocable costs for segment purposes.

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Segment Information—continued


	Six Months Ended March 31, 2026						Six Months Ended March 31, 2025
	Nightclubs		Bombshells		Total		Nightclubs		Bombshells		Total
Revenues
Third party	$	122,584	$	16,740	$	139,324	$	119,265	$	17,816	$	137,081
Intersegment	2,646		—		2,646		2,133		—		2,133
	125,230		16,740		141,970		121,398		17,816		139,214
Reconciliation of revenue
Other revenues, including intersegment					398						415
Elimination of intersegment revenues					(2,818)						(2,270)
Total consolidated revenues					139,550						137,359

Less:
Cost of goods sold, including intersegment	13,895		4,051		17,946		13,636		4,174		17,810
Salaries and wages	29,307		5,693		35,000		28,021		5,598		33,619
Selling, general, and administrative, including intersegment	35,242		8,785		44,027		34,946		8,567		43,513
Depreciation and amortization	6,895		753		7,648		6,129		682		6,811
Impairments and other charges (gains), net	7,765		96		7,861		1,148		(1,171)		(23)
Other segment items	—		—		—		—		(979)		(979)
Segment income (loss)	32,126		(2,638)		29,488		37,518		945		38,463

Reconciliation of segment income (loss)
Other loss					(293)						(277)
Interest expense, net					(8,684)						(7,882)
Elimination of intersegment loss (income)					1						(23)
Unallocated corporate overhead					(24,229)						(15,107)
Consolidated income (loss) before income taxes					$	(3,717)					$	15,174

Segment capital expenditures	$	1,933	$	1,657	$	3,590	$	2,246	$	5,646	$	7,892

Reconciliation to consolidated capital expenditures
Other operating segments					4						437
Unallocated corporate					605						279
Consolidated capital expenditures					$	4,199					$	8,608


	March 31, 2026						September 30, 2025
	Nightclubs		Bombshells		Total		Nightclubs		Bombshells		Total
Segment assets	$	460,111	$	78,138	$	538,249	$	478,516	$	78,877	$	557,393

Reconciliation to consolidated total assets
Other operating segments					3,524						3,775
Unallocated corporate					32,619						35,767
Consolidated total assets					$	574,392					$	596,935

General corporate overhead includes corporate salaries, health insurance and social security taxes for officers, legal, accounting and information technology employees, corporate taxes and insurance, legal and accounting fees, unallocated self-insurance reserve, depreciation and other corporate costs such as automobile and travel costs. Management considers these to be non-allocable costs for segment purposes.

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. Revenues

Revenues, as disaggregated by revenue type, timing of recognition, and reportable segment (see also Note 4), are shown below (in thousands):

	Three Months Ended December 31, 2025									Three Months Ended December 31, 2024
	Three Months Ended March 31, 2026									Three Months Ended March 31, 2025
	Nightclubs			Bombshells		Other		Total		Nightclubs			Bombshells		Other		Total
Sales of alcoholic beverages	$	2524,~~795~~354		$	4,~~344~~463	$	—	$	3028,~~139~~817	$	2724,~~035~~575		$	54,~~153~~291	$	—	$	3228,~~188~~866
Sales of food and merchandise	5,~~936~~657			43,~~030~~882		—		9,~~966~~539		5,~~736~~519			43,~~370~~892		—		109,~~106~~411
Service revenues	25,~~810~~444			14		—		25,~~811~~448		2422,~~178~~870			342		—		2422,~~181~~912
Other revenues	4,~~768~~820			610		~~138~~88		4,~~912~~918		4,~~775~~577			614		~~172~~106		54,~~008~~687
	$	6260,~~309~~275		$	8,~~381~~359	$	~~138~~88	$	7068,~~828~~722	$	6157,~~724~~541		$	98,~~587~~229	$	~~172~~106	$	7165,~~483~~876
Recognized at a point in time	$	6159,~~879~~485		$	8,~~381~~359	$	~~138~~88	$	7067,~~398~~932	$	6157,~~311~~129		$	98,~~586~~228	$	~~172~~106	$	7165,~~069~~463
Recognized over time	430		*	—		—		430		413		*	1		—		414
Recognized over time*	790			—		—		790		412			1		—		413
	$	6260,~~309~~275		$	8,~~381~~359	$	~~138~~88	$	7068,~~828~~722	$	6157,~~724~~541		$	98,~~587~~229	$	~~172~~106	$	7165,~~483~~876

* Lease revenue (included in Other Revenues) as covered by ASC 842. All other revenues are covered by ASC 606.


	Six Months Ended March 31, 2026								Six Months Ended March 31, 2025
	Nightclubs		Bombshells		Other		Total		Nightclubs		Bombshells		Other		Total
Sales of alcoholic beverages	$	50,149	$	8,807	$	—	$	58,956	$	51,610	$	9,444	$	—	$	61,054
Sales of food and merchandise	11,593		7,912		—		19,505		11,255		8,262		—		19,517
Service revenues	51,254		5		—		51,259		47,048		45		—		47,093
Other revenues	9,588		16		226		9,830		9,352		65		278		9,695
	$	122,584	$	16,740	$	226	$	139,550	$	119,265	$	17,816	$	278	$	137,359

Recognized at a point in time	$	121,364	$	16,740	$	226	$	138,330	$	118,440	$	17,814	$	278	$	136,532
Recognized over time*	1,220		—		—		1,220		825		2		—		827
	$	122,584	$	16,740	$	226	$	139,550	$	119,265	$	17,816	$	278	$	137,359

~~The~~* ~~Company~~Lease ~~does~~revenue ~~not have contract assets with customers. The Company’s unconditional right to consideration for goods and services transferred to the customer is~~ (included in ~~accounts~~Other ~~receivable,~~Revenues ~~net~~ in ~~our~~Nightclubs ~~unaudited~~segment) ~~condensed~~as ~~consolidated~~covered ~~balance~~by ~~sheet~~ASC 842. AAll ~~reconciliation~~other ofrevenues ~~contract~~are ~~liabilities~~covered ~~with~~by ~~customers~~ASC ~~is presented below (in thousands):~~606.

	Balance at September 30, 2025		Net ConsiderationReceived/Recognized		Recognized inRevenue		Balance at December 31, 2025
Ad revenue	$	45	$	98	$	(113)	$	30
Expo revenue	1		50		—		51
VIP cards	—		585		(115)		470
Other	31		2		(29)		4
	$	77	$	735	$	(257)	$	555

Contract liabilities with customers are included in accrued liabilities as unearned revenues in our unaudited condensed consolidated balance sheets (see also Note 6), while the revenues associated with these contract liabilities are included in other revenues in our unaudited condensed consolidated statements of income.

In relation to the Illinois BIPA settlement (see Notes 6 and 9), VIP card claims processed during the first quarter of fiscal 2026 amounting to $470,000 were recorded in unearned revenues and subsequently ratably recognized in revenues with no actual cash received.

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. Revenues—continued

The Company does not have contract assets with customers. The Company’s unconditional right to consideration for goods and services transferred to the customer is included in receivable, net in our unaudited condensed consolidated balance sheets. A reconciliation of contract liabilities with customers is presented below (in thousands):


	Balance at September 30, 2025		Net Consideration Received/Recognized		Recognized in Revenue		Balance at March 31, 2026
Ad revenue	$	45	$	203	$	(172)	$	76
Expo revenue	1		225		—		226
VIP cards	—		694		(342)		352
Other	31		37		(35)		33
	$	77	$	1,159	$	(549)	$	687

6. Selected Account Information

The components of receivables, net are as follows (in thousands):

	December 31, 2025		September 30, 2025
	March 31,2026		September 30,2025
Credit card receivables	$	21,~~183~~564	$	1,637
Income tax refundable	—		951
ATM in-transit	~~730~~376		374
Current portion of notes receivable	~~247~~210		320
Other (net of allowance for doubtful accounts of $99 and $91, respectively)	1,061		658
Other (net of allowance for doubtful accounts of $112 and $91, respectively)	477		658
Total receivables, net	$	42,~~221~~627	$	3,940

Notes receivable consist primarily of secured promissory notes executed between the Company and various buyers of our businesses and assets with interest rates ranging from 6% to 9% per annum and having original terms ranging from 1 to 20 years.

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Selected Account Information—continued

The components of prepaid expenses and other current assets are as follows (in thousands):

	December 31, 2025		September 30, 2025
	March 31,2026		September 30,2025
Prepaid insurance	$	64,~~619~~411	$	3,367
Prepaid legal	84194		123
Prepaid taxes and licenses	~~261~~727		498
Prepaid rent	~~231~~148		324
Other	~~625~~804		656
Total prepaid expenses and other current assets	$	76,~~820~~284	$	4,968

The components of accrued liabilities are as follows (in thousands):

	December 31, 2025		September 30, 2025
	March 31,2026		September 30,2025
Legal fees	$	86,~~167~~922	$	9,366
Insurance	42,~~855~~901		1,600
Payroll and related costs	45,~~475~~134		4,930
Property taxes	31,~~862~~928		3,501
Sales and liquor taxes	2,~~266~~326		2,303
Lawsuit settlement	2,~~726~~789		4,173
Estimated self-insurance liability	2,555		2,555
Construction in progress	~~233~~308		464
Patron tax	1,~~120~~076		1,078
Income taxes	~~482~~795		—
Interest	~~651~~630		524
Unearned revenues	~~555~~687		77
Other	12,~~981~~191		2,036
Total accrued liabilities	$	3330,~~928~~242	$	32,607

12The components of other long-term liabilities are as follows (in thousands):


	March 31, 2026		September 30, 2025
Estimated self-insurance liability	$	7,008	$	7,008
Advances from creditors	—		1,250
Other	1,159		1,251
Total other long-term liabilities	$	8,167	$	9,509

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Selected Account Information—continued

The components of ~~other~~selling, ~~long-term~~general, ~~liabilities~~and administrative expenses are as follows (in thousands):

	December 31, 2025		September 30, 2025
	Three Months Ended March 31,				Six Months Ended March 31,
Estimated self-insurance liability	$	7,008	$	7,008
	2026		2025		2026		2025
Advances from creditors	—		1,250
Taxes and permits	$	3,623	$	3,418	$	7,216	$	7,246
Other	1,206		1,251
Advertising and marketing	2,703		2,601		5,733		5,563
Total other long-term liabilities	$	8,214	$	9,509
Supplies and services	2,662		2,468		5,445		4,956
Insurance	2,507		2,823		5,225		8,106
Legal	1,162		1,369		2,369		2,755
Lease	1,590		1,537		3,241		3,139
Charge card fees	1,968		1,650		3,923		3,398
Utilities	1,606		1,508		3,176		2,879
Security	1,066		1,018		2,178		2,102
Stock-based compensation	197		118		589		588
Accounting and professional fees	932		1,177		2,429		2,311
Repairs and maintenance	1,404		1,288		2,707		2,491
Other	1,777		1,925		3,670		3,573
Total selling, general, and administrative expenses	$	23,197	$	22,900	$	47,901	$	49,107

The components of selling, general and administrative expenses are as follows (in thousands):

	Three Months Ended December 31,
	2025		2024
Taxes and permits	$	3,593	$	3,828
Advertising and marketing	3,030		2,962
Supplies and services	2,783		2,488
Insurance	2,718		5,283
Legal	1,207		1,386
Lease	1,651		1,602
Charge card fees	1,955		1,748
Utilities	1,570		1,371
Security	1,112		1,084
Stock-based compensation	392		470
Accounting and professional fees	1,497		1,134
Repairs and maintenance	1,303		1,203
Other	1,893		1,648
Total selling, general and administrative expenses	$	24,704	$	26,207

The components of impairments and other charges (gains), net are as follows (in thousands):

	Three Months Ended December 31,
	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024
	2026		2025		2026		2025
Impairment of assets	$	17,~~163~~270	$	—1,780	$	8,433	$	1,780
Settlement of lawsuits, net of recoveries (Notes 5 and 9)	~~(802)~~207		~~179~~127		(595)		306
Loss (gain) on sale of businesses and assets	33218		~~(1,406)~~220		251		(1,186)
Gain on insurance	(~~177~~46)		~~(1,017)~~—		(223)		(1,017)
Total impairments and other charges (gains), net	$	~~217~~7,649	$	(2,~~244)~~127	$	7,866	$	(117)

13The components of non-operating gains (losses), net are as follows (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Premium on stock repurchase	$	—	$	—	$	(9,885)	$	—
Gain on lease termination	—		—		—		979
Other	4		—		4		—
Non-operating gains (losses), net	$	4	$	—	$	(9,881)	$	979

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7. Debt

On October 1, 2025, the Company entered into a debt modification transaction with 22 investors by extending their promissory notes' maturity date to October 2028. Two new investors joined with a combined $2.1 million and two existing investors increased their participation by a combined $250,000. The promissory notes continue to bear a 12% annual interest rate with interest-only monthly installments until full balance at maturity.

On November 21, 2025, in connection with a stock repurchase transaction (see Note 3), the Company executed a two-year $22.0 million unsecured promissory note bearing a 12% annual interest rate. The note is payable in monthly payments of principal and interest of $1.0 million for 23 months with the remaining balance paid at maturity.

Future maturities of debt obligations as of ~~December~~March 31, ~~2025~~2026, are as follows (in thousands):

	Regular Amortization		Balloon Payments		Total Payments
January - December 2026	$	30,969	$	3,950	$	34,919
April 2026 - March 2027	$	27,374	$	6,500	$	33,874
January - December 2027	26,282		10,493		36,775
April 2027 - March 2028	23,694		10,548		34,242
January - December 2028	17,388		9,451		26,839
April 2028 - March 2029	17,645		9,451		27,096
January - December 2029	17,167		—		17,167
April 2029 - March 2030	19,043		—		19,043
January - December 2030	15,290		2,524		17,814
April 2030 - March 2031	15,306		—		15,306
Thereafter	4435,~~969~~288		8086,~~259~~060		~~125~~121,~~228~~348
	$	~~152~~138,~~065~~350	$	~~106~~112,~~677~~559	$	~~258~~250,~~742~~909

14On May 15, 2026, in relation to eleven 12% unsecured promissory notes included in the above-mentioned debt modification on October 1, 2025, the Company extended several notes and added one new investor note to mature in October 2028, which total principal amount to $2.55 million. Several of those notes did not extend and were paid off amounting to $1.6 million. The promissory notes continue to bear a 12% annual interest rate with interest-only monthly installments until full balance at maturity.

8. Income Taxes

Income tax was a $398,000 benefit and a $1.1 million expense during the three months ended March 31, 2026, and 2025, respectively. The effective income tax rate was approximately 64.5% and 25.1% for the three months ended March 31, 2026, and 2025, respectively. Income tax expense was $1.2 million and $2.9 million during the six months ended March 31, 2026, and 2025, respectively. The effective income tax rate was approximately 31.0% and 19.2% for the six months ended March 31, 2026, and 2025, respectively. Our effective income tax rate is affected by state taxes, permanent differences, and tax credits, including the FICA tip credit, for both years, and the impact of the nondeductible premium on stock repurchase on a pretax loss during the current year, particularly a low pretax loss in the current quarter.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states. Fiscal year ended September 30, 2022, and subsequent years remain open to federal tax examination. The Company ordinarily goes through various federal and state reviews and examinations for various tax matters.

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. Income Taxes

Income tax expense was $1.5 million and $1.8 million during the three months ended December 31, 2025, and 2024, respectively. The effective income tax rate was (50.0)% and 16.9% for the three months ended December 31, 2025, and 2024, respectively. Our effective income tax rate is affected by state taxes, permanent differences, and tax credits, including the FICA tip credit, for both periods, and the pretax loss and the nondeductible premium on stock repurchase in the current quarter.

9. Commitments and Contingencies

Legal Matters

New York Indictment and Related Matters

On or about May 29, 2024, search warrants were executed on the Company’s corporate headquarters in Houston, Texas, three separate clubs in New York, New York, and for the mobile phone of three individuals (including two executive officers and a non-executive corporate employee) by the New York State Attorney General (“NY AG”) and the New York State Department of Taxation and Finance (“NY DTF”). On June 7, 2024, the Company received a subpoena from the NY AG requesting documents and other information with respect to certain clubs in New York and Florida. The Company cooperated with the NY AG during its investigation. As a result of this investigation, a non-executive corporate employee was placed on administrative leave during the pendency of an internal review process.

On or about September 16, 2025, the Company, three subsidiaries, and five employees, including two executive officers, were arraigned in connection with an indictment filed by the NY AG in which the defendants were variously charged with committing the crimes of Criminal Tax Fraud in the First Degree in violation of Tax Law §1806, a class B felony; Bribery in the Second Degree in violation of Penal Law §200.03, a class C felony; Criminal Tax Fraud in the Second Degree in violation of Tax Law §1805, a class C felony; Criminal Tax Fraud in the Third Degree in violation of Tax Law §1804, a class D felony; Criminal Tax Fraud in the Fourth Degree in violation of Tax Law §1803, a class E felony; Conspiracy in the Fourth Degree in violation of Penal Law §105.10, a class E felony; and Offering a False Instrument for Filing in the First Degree in violation of Penal Law §175.35(1). According to the NY AG, "an investigation by the Office of the Attorney General revealed that RCI executives bribed an auditor with the NY DTF to avoid paying over $8 million in sales taxes to New York City and the state from 2010 to 2024."

On November 25, 2025, the board of directors convened and approved a resolution for Eric Langan and Bradley Chhay to step down as CEO and CFO of the Company, respectively, effective November 28, 2025. In the same meeting, the board nominated and approved the appointment of Travis Reese and Albert Molina as Interim President and CEO and Interim CFO, respectively. Messrs. Langan and Chhay remain employed with the Company and will be focusing on operational improvement and strategic efforts as Head of M&A and Head of Corporate Development, respectively. On January 29, 2026, Mr. Langan stepped down as Chairman of the Company’s board of directors. Mr. Langan was replaced by Mr. Reese as Chairman. Mr. Langan remains a member of the board of directors. The non-executive corporate employee mentioned above continues to be on administrative leave during the pendency of the indictment. The defendants entered a plea of not guilty to all of the charges and are vigorously defending themselves against the charges in court. It is not possible at this time to determine whether the Company will incur (or to reasonably estimate the amount of) any fines, penalties, or liabilities in connection with the indictment.

On or about May 20, 2025, the Company received a subpoena from the U.S. Securities and Exchange Commission ("SEC") seeking certain documents and information related to the NY AG investigation and NY DTF issues. The Company is cooperating with the SEC and its investigation. It is not possible at this time to determine whether the Company will incur (or to reasonably estimate the amount of) any fines, penalties, or liabilities in connection with the SEC investigation.

1517

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. Commitments and Contingencies—continued

Shareholder Class and Derivative Actions

In September 2025, a putative securities class action was filed against RCI Hospitality Holdings, Inc. and certain of its officers in the Southern District of Texas, Houston Division. The complaints allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and 10b-5 promulgated thereunder based on alleged materially false and misleading statements made in the Company’s SEC filings and disclosures as they relate to the indictment filed by the NY AG and other related issues. The complaints seek unspecified damages, costs, and attorneys’ fees. This lawsuit is captioned Hernandez v. RCI Hospitality Holdings, Inc., et al. (filed September 21, 2025, naming the Company, Eric S. Langan, and Bradley Chhay). On April 14, 2026, the court entered an order appointing the lead plaintiff and the respective lead and liaison counsel for the purported class. The Company has not yet answered or otherwise responded to the complaint, but intends on moving to dismiss the operative pleading for failure to state a claim upon which relief can be granted. The Company intends to continue to vigorously defend against this action. This action is in its early stage, and a potential loss cannot yet be estimated.

On November 17, 2025, a shareholder derivative action was filed in Harris County District Court against officers and directors Eric S. Langan, Yura Barabash, Bradley Chhay, Luke Lirot, Elaine J. Martin, Arthur A. Priaulx, Travis Reese, and RCI Hospitality Holdings, Inc., as nominal defendant. The action alleges that the individual officers and directors made or caused the Company to make a series of materially false and/or misleading statements and omissions related to the indictment filed by the NY AG and other related issues and engaged in or caused the Company to, inter alia, fail to maintain internal controls over its business and financial reporting sufficient to ensure the accuracy of its public filings. The action asserts claims for breach of fiduciary duty and unjust enrichment. The complaint seeks injunctive relief, damages, restitution, costs, and attorneys’ fees. The case, Ayers v. RCI Hospitality Holdings, Inc., et al., is in its early stage, and a potential loss cannot yet be estimated.

On March 2, 2026, a shareholder derivative action was filed in the Eleventh Division of the Texas Business Court against officers and directors Eric S. Langan, Yura Barabash, Bradley Chhay, Luke Lirot, Elaine J. Martin, Arthur A. Priaulx, Travis Reese, and Ahmed Anakar. The action alleges that the individual officers and directors breached their fiduciary duties by failing to adequately monitor issues related to the indictment filed by the NY AG and other related issues. The action asserts claims for breaches of fiduciary duties respectively owed by the directors and officers. The complaint seeks injunctive relief, damages, restitution, costs, and attorneys’ fees. The case, Taylor v. Langan, et al., is in its early stage, and a potential loss cannot yet be estimated.

Illinois BIPA Matter

On April 14, 2025, the Company's subsidiaries, RCI Management Services, Inc., Pooh Bah Enterprises, Inc., and RCI Dining Services (Harvey), Inc. (collectively, "Defendants") entered into a class action settlement agreement to resolve claims under the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seg., arising from the alleged collection of customer fingerprints at Rick's Cabaret in Chicago and Scarlett's Cabaret in Washington Park, Illinois. The settlement resolves two consolidated cases: Rapp et al. v. RCI Management Services, Inc. et al., Case No. 22LA0884 (St. Clair County, Illinois) and Loera v. Pooh Bah Enterprises, Inc., Case No. 2021CH04759 (Cook County, Illinois).

Under the terms of the agreement, and without admitting any liability, Defendants will provide a settlement fund valued at approximately $2.95 million, consisting of $1.25 million in cash and $1.7 million in VIP cards. The settlement includes payments to class members submitting valid claims, attorneys' fees of up to 40% of the fund, incentive awards to named plaintiffs, and administrative costs. Any unclaimed funds remaining after payment of valid claims, fees, and costs will revert to the Defendants. The cash settlement was paid in full in July 2025 and the VIP cards were issued in December 2025, with unclaimed VIP cards amounting to $1.23 million.

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. Commitments and Contingencies—continued

Other

On June 23, 2014, Mark H. Dupray and Ashlee Dupray filed a lawsuit against Pedro Antonio Panameno and our subsidiary, JAI Dining Services (Phoenix), Inc. (“JAI Phoenix”), in the Superior Court of Arizona for Maricopa County. The complaint alleged that Mr. Panameno injured Mr. Dupray in a traffic accident after being served alcohol at an establishment operated by JAI Phoenix and asserted claims against JAI Phoenix under theories of common law dram shop negligence and dram shop negligence per se. Following a jury trial, in April 2017, the court entered judgment in favor of the plaintiffs and awarded compensatory and punitive damages, allocating approximately $1.4 million in compensatory damages and $4.0 million in punitive damages to JAI Phoenix. JAI Phoenix filed post-trial motions, which were denied in August 2017, and subsequently filed a notice of appeal in September 2017. In June 2018, the Arizona Court of Appeals heard the matter and, on November 15, 2018, issued a decision vacating the jury’s verdict and remanding the case for a new trial.

The retrial was held in June 2025. The jury found Mr. Panameno 94% responsible and JAI Phoenix 6% responsible. The jury awarded total damages of $5.1 million and punitive damages of $125,000. Based on the jury’s allocation of fault, JAI Phoenix is responsible for $332,884 of the total award. ~~Under~~Plaintiffs ~~applicable~~have ~~law,~~filed ~~plaintiffs retain the right to appeal; however, it is not known at this time whether~~ an appeal ~~will~~in beMay ~~filed,~~2026. ~~but~~The ifCompany anintends ~~appeal~~to isvigorously ~~filed,~~defend ~~the~~against ~~Company~~this ~~will vigorously defend~~action.

In March 2023, the New York State Department of Labor assessed a final judgment against one of our subsidiaries in a state unemployment tax matter for the years 2009-2022. The assessment of $2.8 million, which was recorded by the Company during the quarter ended March 31, 2023, was issued in final notice by the NY DOL after several appeals were denied by the Supreme Court of the State of New York, Appellate Division, Third Department. In September 2023, the NY DOL assessed another of our subsidiaries for approximately $280,000 on the same matter for the period January 2015 through June 2022. We recorded this latter assessment during the fiscal year ended September 30, 2023.

As set forth in the risk factors as disclosed in this report, the adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. While we take steps to ensure that our adult entertainers are deemed independent contractors, from time to time, we are named in lawsuits related to the alleged misclassification of entertainers. Claims are brought under both federal and where applicable, state law. Based on the industry standard, the manner in which the independent contractor entertainers are treated at the clubs, and the entertainer license agreements governing the entertainer’s work at the clubs, the Company believes that these lawsuits are without merit. Lawsuits are handled by attorneys with an expertise in the relevant law and are defended vigorously.

General

In the regular course of business affairs and operations, we are subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. We assess the probability that we could incur liability in connection with certain of these lawsuits. Our assessments are made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its subsidiaries. In certain cases that are in the early stages and in light of the uncertainties surrounding them, we do not currently possess sufficient information to determine a range of reasonably possible liability. In matters where there is insurance coverage, in the event we incur any liability, we believe it is unlikely we would incur losses in connection with these claims in excess of our insurance coverage.

The Company recorded lawsuit settlements incurred, net of recoveries, amounting to net settlements of $~~802~~207,000 and net recoveries ~~and~~of $~~179~~595,000 for the three and six months ended March 31, 2026, respectively, and net settlements of $127,000 and $306,000 for the three and six months ended ~~December~~March 31, 2025, ~~and 2024,~~ respectively. As of ~~December~~March 31, ~~2025~~2026, and September 30, 2025, the Company has accrued $2.78 million and $4.2 million, respectively, related to settlement of lawsuits, which is included in accrued liabilities in our unaudited condensed consolidated balance sheets.

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

10. Related Party Transactions

Presently, our director and former Chairman, President, and CEO, Eric Langan, personally guarantees all of the commercial bank indebtedness of the Company. Mr. Langan receives no compensation or other direct financial benefit for any of the guarantees. The balance of our commercial bank indebtedness, net of debt discount and issuance costs, as of ~~December~~March 31, ~~2025~~2026, and September 30, 2025, was $~~138~~135.2 million and $139.6 million, respectively.

Included in the debt balance as of ~~December~~March 31, ~~2025~~2026, and September 30, 2025, is a note borrowed from a related party for $350,000 and $150,000, respectively, from a brother of the Company's former CFO, Bradley Chhay, in which the terms of the note is the same as the rest of the lender group.

We used the services of Tall Oak Custom Furniture and Nottingham Barrels and Furniture, previously Nottingham Creations, all furniture fabrication companies that manufacture tables, chairs and other furnishings for our Bombshells locations, as well as providing ongoing maintenance. Tall Oak Custom Furniture and Nottingham Barrels and Furniture are owned by a brother of Eric Langan (as was Nottingham Creations). Amounts billed to us for goods and services provided by Tall Oak Custom Furniture, Nottingham Barrels and Furniture, and Nottingham Creations were $0 and $23,~~780~~974 during the three months ended ~~December~~March 31, 2026, and 2025, respectively, and ~~2024~~$0 and $6,754 during the six months ended March 31, 2026, and 2025, respectively. As of ~~December~~March 31, ~~2025~~2026, and September 30, 2025, we owed Tall Oak Custom Furniture, Nottingham Barrels and Furniture, and Nottingham Creations $~~3,312~~0 and $3,312, respectively, in unpaid billings.

TW Mechanical LLC provided plumbing and HVAC services to both a third-party general contractor providing construction services to the Company, as well as directly to the Company during fiscal 2026 and 2025. A son-in-law of Eric Langan owns a 50% interest in TW Mechanical. Amounts billed by TW Mechanical to the third-party general contractor were $0 and $0 for the three months ended ~~December~~March 31, 2026, and 2025, respectively, and ~~2024~~$0 and $0 for the six months ended March 31, 2026, and 2025, respectively. Amounts billed directly to the Company were $07,550 and $~~720~~681 for the three months ended ~~December~~March 31, ~~2025~~2026, and ~~2024~~2025, respectively, and $7,550 and $1,401 for the six months ended March 31, 2026, and 2025. As of ~~December~~March 31, ~~2025~~2026, and September 30, 2025, the Company owed TW Mechanical $06,565 and $0, respectively, in unpaid direct billings.

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RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11. Leases

Total lease expense included in selling, general and administrative expenses in our unaudited condensed consolidated statements of income for the three and six months ended ~~December~~March 31, ~~2025~~2026, and ~~2024~~2025 is as follows (in thousands):

	Three Months Ended December 31,
	Three Months Ended March 31,						Six Months Ended March 31,
	2025			2024
	2026			2025			2026			2025
Operating lease expense – fixed payments	$	1,~~156~~154		$	1,~~109~~079		$	2,310		$	2,188
Variable lease expense	~~404~~351			~~395~~364			755			759
Short-term and other lease expense (includes $94 and $102 recorded in advertising and marketing for the three months ended December 31, 2025, and 2024, respectively; and $153 and $142 recorded in repairs and maintenance for the three months ended December 31, 2025, and 2024, respectively; see Note 6)	338			342
Short-term and other lease expense (includes $89 and $89 recorded in advertising and marketing for the three months ended March 31, 2026, and 2025, respectively, and $183 and $191 for the six months ended March 31, 2026, and 2025, respectively; and $190 and $133 recorded in repairs and maintenance for the three months ended March 31, 2026, and 2025, respectively, and $343 and $275 for the six months ended March 31, 2026, and 2025, respectively; see Note 6)	364			316			702			658
Sublease income	—			—
Total lease expense, net	$	1,869		$	1,759		$	3,767		$	3,605
Total lease expense, net	$	1,898		$	1,846
Other information:
Other information:
Operating cash outflows from operating leases	$	1,946		$	1,821		$	3,915		$	3,779
Operating cash outflows from operating leases	$	1,969		$	1,958
Weighted average remaining lease term – operating leases							8.6 years			9.3 years
Weighted average remaining lease term – operating leases	8.8 years			9.5 years
Weighted average discount rate – operating leases							5.8		%	5.7		%
Weighted average discount rate – operating leases	5.8		%	5.7		%

Future maturities of operating lease liabilities as of ~~December~~March 31, ~~2025~~2026, are as follows (in thousands):

	Principal Payments		Interest Payments		Total Payments
January - December 2026	$	3,386	$	1,565	$	4,951
April 2026 - March 2027	$	3,379	$	1,516	$	4,895
January - December 2027	3,143		1,370		4,513
April 2027 - March 2028	3,003		1,325		4,328
January - December 2028	2,778		1,197		3,975
April 2028 - March 2029	2,814		1,155		3,969
January - December 2029	2,781		1,026		3,807
April 2029 - March 2030	2,659		985		3,644
January - December 2030	2,425		876		3,301
April 2030 - March 2031	2,469		841		3,310
Thereafter	1514,~~315~~683		2,~~264~~067		1716,~~579~~750
	$	29,~~828~~007	$	87,~~298~~889	$	3836,~~126~~896

12. Dispositions

On October 7, 2025, the Company sold 100% of the common stock of a club subsidiary located in Harlingen, Texas, for $600,000. The sale did not ~~included~~include the real estate where the club is located. The Company recognized a loss of approximately $17,000 on the sale.

On February 6, 2026, the Company sold a club located in Edinburg, Texas, for $1.1 million recognizing a $219,000 loss on the sale. Proceeds from the sale were used to pay down certain related debt.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included in this quarterly report, and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended September 30, 2025.

Overview

RCI Hospitality Holdings, Inc. is a holding company that, through its subsidiaries, engages in businesses that offer live adult entertainment and/or high-quality sports bar and dining experiences to its guests. All services and management operations are conducted by subsidiaries of RCIHH.

Through our subsidiaries, as of ~~December~~March 31, ~~2025~~2026, we operated a total of 6867 establishments that offer live adult entertainment and sports bars and restaurants. We also operated a leading business communications company serving the multi-billion-dollar adult nightclubs industry. We have two principal reportable segments: Nightclubs and Bombshells. We combine operating segments not included in Nightclubs and Bombshells into “Other.” In the context of club and restaurant/sports bar operations, the terms the “Company,” “we,” “our,” “us” and similar terms used in this report refer to subsidiaries of RCIHH. RCIHH was incorporated in the State of Texas in 1994. Our corporate offices are located in Houston, Texas.

Upon initial adoption of ASU 2023-07 for the annual reporting period ended September 30, 2025, certain previously reported segment information have changed. There were no changes in consolidated financial information. Segment-related discussions and analyses in the MD&A relate to amounts exclusive of intersegment items.

Critical Accounting Policies and Estimates

The preparation of the unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on March 19, 2026.

During the three months ended ~~December~~March 31, ~~2025~~2026, there were no significant changes in our accounting policies and estimates.

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Results of Operations

Highlights of the Company's operating results ~~for~~and ~~the~~cash ~~quarter~~flows ~~ended December 31, 2025,~~ are as follows, ~~with~~as ~~comparisons~~compared ~~against~~to the same period of the prior year (all throughout the MD&A, unless stated otherwise):

~~•Total~~Second ~~revenues~~Quarter ~~were~~Ended ~~$70.8~~March ~~million compared to $71.5 million~~31, ~~a 0.9% decrease (Nightclubs revenue of $62.3 million compared to $61.7 million, a 0.9% increase; and Bombshells revenue of $8.4 million compared to $9.6 million, an 12.6% decrease)~~2026

•~~Consolidated~~Total ~~same-store~~revenues ~~sales~~were ~~decreased~~$68.7 bymillion 7compared to $65.79 million, a 4.3% increase (Nightclubs ~~decreased~~revenue byof 5$60.~~8%,~~3 ~~while~~million ~~Bombshells~~compared ~~decreased~~to by$57.5 21million, a 4.98%) ~~(refer~~increase; toand ~~the~~Bombshells ~~definition~~revenue of ~~same-store~~$8.4 ~~sales~~million incompared ~~the~~to ~~discussion~~$8.2 ofmillion, ~~revenues~~a ~~below~~1.6% increase)

•~~Basic~~Consolidated ~~and~~same-store ~~diluted~~sales ~~earnings~~decreased ~~per~~by ~~share~~1.9% (~~“EPS”)~~Nightclubs ~~this~~decreased ~~quarter~~by of0.7%, awhile ~~loss~~Bombshells ofdecreased $0by 11.571%) ~~compared~~(refer to anthe ~~income~~definition of ~~$1.01~~same-store sales in the discussion of revenues below)

•~~Non-GAAP~~Basic and diluted earnings per share (“EPS*”) of $0.7404 loss compared to $0.8036 income

•~~Net~~Non-GAAP ~~cash~~diluted ~~provided~~EPS* ~~by operating activities~~ of $70.878 ~~million~~ compared to $130.~~3 million, a 41.4% decrease~~65

•~~Free~~Net cash flow*provided by operating activities of $69.79 million compared to $128.15 million, a 4415.6% ~~decrease~~increase

•Free cash flow* of $8.4 million compared to $6.9 million, a 21.4% increase

Year-to-Date Period Ended March 31, 2026

•Total revenues were $139.6 million compared to $137.4 million, a 1.6% increase (Nightclubs revenue of $122.6 million compared to $119.3 million, a 2.8% increase; and Bombshells revenue of $16.7 million compared to $17.8 million, an 6.0% decrease)

•Consolidated same-store sales decreased by 5.0% (Nightclubs decreased by 3.3%, while Bombshells decreased by 16.7%) (refer to the definition of same-store sales in the discussion of revenues below)

•Basic and diluted EPS of $0.63 loss compared to $1.38 income

•Non-GAAP diluted EPS* of $1.52 compared to $1.46

•Net cash provided by operating activities of $17.7 million compared to $21.9 million, a 19.2% decrease

•Free cash flow* of $15.1 million compared to $19.0 million, a 20.5% decrease

* Reconciliation and discussion of non-GAAP financial measures are included in the “Non-GAAP Financial Measures” section below.

Revenues

Consolidated revenues for the ~~first~~second quarter ~~decreased~~increased by $02.78 million, or 04.93%, versus the comparable prior-year quarter due primarily to ~~the~~a $13.4 million ~~impact~~increase ofin ~~closed~~sales ~~locations,~~from ~~partially~~new ~~offset~~locations byand a $41.82 million increase ~~in sales~~ from ~~new~~reformatted/rebranded locations, ~~and~~partially ~~the~~offset by a $51.32 million impact of the decrease in consolidated same-stores sales and a $500,000 impact of closed locations.

WeConsolidated ~~calculate same-store sales by comparing year-over-year~~ revenues ~~from~~for ~~nightclubs and restaurants/sports bars starting in~~ the ~~first~~six ~~full quarter of operations after at least 12 full~~ months ~~for~~increased ~~Nightclubs~~by ~~and~~$2.2 atmillion, ~~least~~or ~~18 full months for Bombshells~~1.6%, Weversus ~~consider~~ the ~~first~~comparable prior-year six-month ~~months~~period ofdue ~~operations~~primarily ofto a ~~Bombshells unit to be the “honeymoon period” where sales are higher than normal~~$8.4 Wemillion ~~exclude~~increase ~~from a particular month’s calculation units previously included~~ in ~~the same-store~~ sales ~~base~~from ~~that~~new ~~have~~locations ~~closed~~and ~~temporarily~~a ~~until its next full quarter of operations~~$2.3 Wemillion ~~also~~increase ~~exclude~~ from ~~the~~reformatted/rebranded ~~same-store~~locations, ~~sales~~partially ~~base~~offset ~~units~~by ~~that~~a ~~are being reconcepted or are closed due to renovations or remodels~~$6.5 ~~Acquired~~million ~~units~~impact ~~are~~of ~~included~~the decrease in ~~the~~consolidated same-~~store~~stores sales ~~calculation~~and asa ~~long as they qualify based on the definition stated above~~$1.9 ~~Revenues~~million ~~outside~~impact of ~~our~~closed ~~Nightclubs and Bombshells reportable segments are excluded from same-store sales calculation~~locations.

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We calculate same-store sales by comparing year-over-year revenues from nightclubs and restaurants/sports bars starting in the first full quarter of operations after at least 12 full months for Nightclubs and at least 18 full months for Bombshells. We consider the first six months of operations of a Bombshells unit to be the “honeymoon period” where sales are higher than normal. We exclude from a particular month’s calculation units previously included in the same-store sales base that have closed temporarily until its next full quarter of operations. We also exclude from the same-store sales base units that are being reconcepted or are closed due to renovations or remodels. Acquired units are included in the same-store sales calculation as long as they qualify based on the definition stated above. Revenues outside of our Nightclubs and Bombshells reportable segments are excluded from same-store sales calculation.

Segment contribution to total revenues was as follows (in thousands, except percentages):

	Three Months Ended December 31, 2025		Mix		Three Months Ended December 31, 2024		Mix		Inc (Dec) $		Inc (Dec) %
	Three Months Ended March 31, 2026		Mix		Three Months Ended March 31, 2025		Mix		Inc (Dec) $		Inc (Dec) %
Nightclubs
Sales of alcoholic beverages	$	2524,~~795~~354	4140.4	%	$	2724,~~035~~575	4342.87	%	$	(~~1,240~~221)	(40.69)	%
Sales of food and merchandise	5,~~936~~657		9.54	%	5,~~736~~519		9.36	%	~~200~~138		32.5	%
Service revenues	25,~~810~~444		4142.42	%	2422,~~178~~870		39.27	%	12,~~632~~574		611.73	%
Other revenues	4,~~768~~820		78.70	%	4,~~775~~577		78.70	%	~~(7)~~243		(05.1)3	%
	62,309		100.0	%	61,724		100.0	%	585		0.9	%
	60,275		100.0	%	57,541		100.0	%	2,734		4.8	%
Bombshells
Sales of alcoholic beverages	4,~~344~~463		5153.84	%	54,~~153~~291		5352.71	%	~~(809)~~172		~~(15~~4.7)0	%
Sales of food and merchandise	43,~~030~~882		4846.14	%	43,~~370~~892		4547.63	%	(~~340~~10)		(70.83)	%
Service revenues	14		—0.0	%	342		—0.5	%	(238)		(6690.75)	%
Other revenues	610		0.1	%	614		0.60	%	~~(55)~~6		~~(90~~150.2)0	%
	8,381		100.0	%	9,587		100.0	%	(1,206)		(12.6)	%
	8,359		100.0	%	8,229		100.0	%	130		1.6	%
Other
Other revenues	~~138~~88		100.0	%	~~172~~106		100.0	%	(3418)		(1917.80)	%
	$	7068,~~828~~722			$	7165,~~483~~876			$	~~(655)~~2,846	(04.9)3	%

Nightclubs revenues increased by 0.9% during the first quarter compared to the same quarter last year primarily due to the $3.0 million contribution of newly acquired clubs and the $3.5 million impact of the decrease in same-store sales, partially offset by the $256,000 impact of closed clubs. For clubs that were open enough days to qualify as a same-store location (refer to the definition of same-store sales in the preceding paragraph), sales decreased by 5.8%. By type of revenue, alcoholic beverage sales decreased by 4.6%, food, merchandise and other revenue increased by 1.8%, while service revenues increased by 6.7%.


	Six Months Ended March 31, 2026		Mix		Six Months Ended March 31, 2025		Mix		Inc (Dec) $		Inc (Dec) %
Nightclubs
Sales of alcoholic beverages	$	50,149	40.9	%	$	51,610	43.3	%	$	(1,461)	(2.8)	%
Sales of food and merchandise	11,593		9.5	%	11,255		9.4	%	338		3.0	%
Service revenues	51,254		41.8	%	47,048		39.4	%	4,206		8.9	%
Other revenues	9,588		7.8	%	9,352		7.8	%	236		2.5	%
	122,584		100.0	%	119,265		100.0	%	3,319		2.8	%
Bombshells
Sales of alcoholic beverages	8,807		52.6	%	9,444		53.0	%	(637)		(6.7)	%
Sales of food and merchandise	7,912		47.3	%	8,262		46.4	%	(350)		(4.2)	%
Service revenues	5		0.0	%	45		0.3	%	(40)		(88.9)	%
Other revenues	16		0.1	%	65		0.4	%	(49)		(75.4)	%
	16,740		100.0	%	17,816		100.0	%	(1,076)		(6.0)	%
Other
Other revenues	226		100.0	%	278		100.0	%	(52)		(18.7)	%
	$	139,550			$	137,359			$	2,191	1.6	%

Bombshells first quarter revenues decreased by 12.6%, of which 21.9% was for same-store sales decline and $1.2 million from recently closed or sold locations, with the offsetting increase caused by sales from a new location. By type of revenue, food and merchandise sales decreased by 7.8%, while alcoholic beverage sales decreased by 15.7%. 24

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Nightclubs revenues increased by 4.8% during the second quarter compared to the same quarter last year primarily due to the $2.4 million contribution of newly acquired clubs and $1.2 million from clubs that have been reformatted and/or rebranded, partially offset by the $358,000 impact of the decrease in same-store sales and the $500,000 impact of closed clubs. For clubs that were open enough days to qualify as a same-store location (refer to the definition of same-store sales in the preceding paragraph), sales decreased by 0.7%. By type of revenue, alcoholic beverage sales decreased by 0.9%, food, merchandise and other revenue increased by 3.8%, while service revenues increased by 11.3%.

During the six-month period, Nightclubs revenues increased by 2.8% mainly due to the $5.6 million contribution of newly acquired clubs and $2.3 million from clubs that have been reformatted and/or rebranded, partially offset by the $3.8 million impact of the decrease in same-store sales and the $756,000 impact of closed clubs. By type of revenue, alcoholic beverage sales decreased by 2.8%, food, merchandise and other revenue increased by 2.8%, while service revenues increased by 8.9%.

Bombshells second quarter revenues increased by 1.6% primarily due to sales from a new location, partially offset by the decline in same-store sales. By type of revenue, food and merchandise sales decreased by 0.3%, while alcoholic beverage sales increased by 4.0%.

During the six-month period, Bombshells revenues decreased by 6.0%. This was mainly caused by a $2.7 million decrease in same-store sales and a $1.2 million decrease from closed locations, partially offset by a $2.8 million contribution from new locations. By type of revenue, alcoholic beverage sales decreased by 6.7% while food, merchandise and other decreased by 5.2%.

Operating Expenses

Total operating expenses, as a percent of revenues, increased to 8494.45% from 8087.56% from last year’s ~~first~~second quarter, and increased to 89.4% from 83.9% for the six-month period. Year-over-year change was a $27.2 million ~~increase~~decrease, or 312.5%, for the quarter and a $9.4 million increase, or 8.2%, for the six months. Significant contributors to the changes in operating expenses are explained below.

Cost of goods sold. Cost of goods sold for the ~~first~~second quarter ~~decreased~~increased by $~~240~~394,000, or 24.57%, and increased by $154,000, or 0.9%, for the six-month period mainly due to ~~lower~~higher sales. As a percent of total revenues, cost of goods sold was flat at 12.8% during the quarter and decreased to 1312.09% from 13.30% during the six-month period mainly due to shift in sales mix to higher-margin service revenues. Nightclubs cost of goods sold during the quarter ~~was~~decreased ~~flat~~to at11.2% from 11.53% ~~compared~~and for the six months decreased to ~~prior~~11.3% ~~year,~~from ~~while~~11.4%. Bombshells cost of goods sold ~~slightly~~increased ~~decreased~~ to 2324.7% from 2322.9% during the quarter and increased to 24.2% from 23.4% during the six months.

~~Salaries~~Cost ~~and~~of ~~wages.~~goods ~~Salaries~~sold ~~and wages increased~~ by ~~$0.9~~segment ~~million,~~is oras ~~4.3%,~~follows ~~for~~(in the quarter mainly due to last year's club acquisitions. As a percent of total revenues, salaries and wages increased to 30.3% from 28.8%. Nightclubs increased to 23.7% from 22.6%, Bombshells increased to 34.3% from 29.3%, while corporate slightly increased to 5.3% from 5.2%.thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Nightclubs	$	6,733	$	6,512	$	13,895	$	13,636
Bombshells	2,064		1,882		4,051		4,174
Other	8		17		100		82
	$	8,805	$	8,411	$	18,046	$	17,892

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~~Selling,~~Salaries ~~general~~and wages. Salaries and ~~administrative~~wages ~~expenses.~~increased ~~Total~~by ~~selling~~$751,000, ~~general~~or ~~and~~3.7%, ~~administrative~~for ~~expenses~~the ~~decreased~~quarter and increased by $1.56 million, or 54.70%, for the six-month period mainly due to new clubs and Bombshells units. As a percent of total revenues, salaries and wages decreased to 30.9% from 31.1% for the quarter and increased to 30.6% ~~Dollar~~from ~~amounts~~29.9% infor the ~~tables~~six ~~below~~months. ~~are~~During inthe ~~thousands~~quarter, ~~except~~Nightclubs ~~percentages~~decreased to 24.2% from 24.5%, Bombshells decreased to 33.7% from 33.9%, while Corporate increased to 5.4% from 5.3%. During the six-month period, Nightclubs increased to 23.9% from 23.5%, Bombshells increased to 34.0% from 31.4%, and Corporate increased to 5.3% from 5.2%.

	Three Months EndedDecember 31, 2025				Three Months EndedDecember 31, 2024				Better (Worse)
	Amount		% of Revenues		Amount		% of Revenues		Amount		%
Taxes and permits	$	3,593	5.1	%	$	3,828	5.4	%	$	235	6.1	%
Advertising and marketing	3,030		4.3	%	2,962		4.1	%	(68)		(2.3)	%
Supplies and services	2,783		3.9	%	2,488		3.5	%	(295)		(11.9)	%
Insurance	2,718		3.8	%	5,283		7.4	%	2,565		48.6	%
Legal	1,207		1.7	%	1,386		1.9	%	179		12.9	%
Lease	1,651		2.3	%	1,602		2.2	%	(49)		(3.1)	%
Charge card fees	1,955		2.8	%	1,748		2.4	%	(207)		(11.8)	%
Utilities	1,570		2.2	%	1,371		1.9	%	(199)		(14.5)	%
Security	1,112		1.6	%	1,084		1.5	%	(28)		(2.6)	%
Stock-based compensation	392		0.6	%	470		0.7	%	78		16.6	%
Accounting and professional fees	1,497		2.1	%	1,134		1.6	%	(363)		(32.0)	%
Repairs and maintenance	1,303		1.8	%	1,203		1.7	%	(100)		(8.3)	%
Other	1,893		2.7	%	1,648		2.3	%	(245)		(14.9)	%
Total selling, general and administrative expenses	$	24,704	34.9	%	$	26,207	36.7	%	$	1,503	5.7	%

Salaries and wages by segment are as follows (in thousands):

Supplies and services increased mainly due to the four new clubs and two Bombshells locations. Insurance expense decreased due to last year's estimated self-insurance reserve. Accounting and professional fees increased mainly due to additional audit procedures performed in relation to the delayed year-end filing.


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Nightclubs	$	14,565	$	14,091	$	29,307	$	28,021
Bombshells	2,817		2,791		5,693		5,598
Other	122		135		220		240
Corporate	3,738		3,474		7,465		7,196
	$	21,242	$	20,491	$	42,685	$	41,055

~~Depreciation~~Selling, general, and ~~amortization~~administrative expenses. ~~Depreciation~~Total selling, general, and ~~amortization~~administrative expenses increased by $~~618~~297,000, or 171.3%, ~~during~~for the quarter ~~primarily~~and ~~due~~decreased toby ~~additional~~$1.2 ~~assets~~million, ~~from~~or ~~last~~2.5%, ~~year's~~for ~~club~~the ~~acquisitions~~six-month ~~and~~period. ~~newly~~Dollar ~~opened~~amounts ~~Bombshells~~in the tables below are in thousands, except percentages.

Impairments and other charges (gains), net. Impairments and other charges (gains), net changed mainly due the current quarter impairment, the recovery in the current quarter from a previously recorded lawsuit settlement, and the sale of our Bombshells location in Austin, Texas, which was significantly impaired in a prior period, and the insurance recovery for a club razed by fire in last year's first quarter.


	Three Months Ended March 31, 2026				Three Months Ended March 31, 2025				Better (Worse)
	Amount		% of Revenues		Amount		% of Revenues		Amount		%
Taxes and permits	$	3,623	5.3	%	$	3,418	5.2	%	$	(205)	(6.0)	%
Advertising and marketing	2,703		3.9	%	2,601		3.9	%	(102)		(3.9)	%
Supplies and services	2,662		3.9	%	2,468		3.7	%	(194)		(7.9)	%
Insurance	2,507		3.6	%	2,823		4.3	%	316		11.2	%
Legal	1,162		1.7	%	1,369		2.1	%	207		15.1	%
Lease	1,590		2.3	%	1,537		2.3	%	(53)		(3.4)	%
Charge card fees	1,968		2.9	%	1,650		2.5	%	(318)		(19.3)	%
Utilities	1,606		2.3	%	1,508		2.3	%	(98)		(6.5)	%
Security	1,066		1.6	%	1,018		1.5	%	(48)		(4.7)	%
Stock-based compensation	197		0.3	%	118		0.2	%	(79)		(66.9)	%
Accounting and professional fees	932		1.4	%	1,177		1.8	%	245		20.8	%
Repairs and maintenance	1,404		2.0	%	1,288		2.0	%	(116)		(9.0)	%
Other	1,777		2.6	%	1,925		2.9	%	148		7.7	%
Total selling, general, and administrative expenses	$	23,197	33.8	%	$	22,900	34.8	%	$	(297)	(1.3)	%

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	Six Months Ended March 31, 2026				Six Months Ended March 31, 2025				Better (Worse)
	Amount		% of Revenues		Amount		% of Revenues		Amount		%
Taxes and permits	$	7,216	5.2	%	$	7,246	5.3	%	$	30	0.4	%
Advertising and marketing	5,733		4.1	%	5,563		4.0	%	(170)		(3.1)	%
Supplies and services	5,445		3.9	%	4,956		3.6	%	(489)		(9.9)	%
Insurance	5,225		3.7	%	8,106		5.9	%	2,881		35.5	%
Legal	2,369		1.7	%	2,755		2.0	%	386		14.0	%
Lease	3,241		2.3	%	3,139		2.3	%	(102)		(3.2)	%
Charge card fees	3,923		2.8	%	3,398		2.5	%	(525)		(15.5)	%
Utilities	3,176		2.3	%	2,879		2.1	%	(297)		(10.3)	%
Security	2,178		1.6	%	2,102		1.5	%	(76)		(3.6)	%
Stock-based compensation	589		0.4	%	588		0.4	%	(1)		(0.2)	%
Accounting and professional fees	2,429		1.7	%	2,311		1.7	%	(118)		(5.1)	%
Repairs and maintenance	2,707		1.9	%	2,491		1.8	%	(216)		(8.7)	%
Other	3,670		2.6	%	3,573		2.6	%	(97)		(2.7)	%
Total selling, general, and administrative expenses	$	47,901	34.3	%	$	49,107	35.8	%	$	1,206	2.5	%

Insurance expense decreased due to last year's estimated self-insurance reserve. Charge card fees, supplies and services, utilities, and repairs and maintenance increased due to increase in sales.

Selling, general, and administrative expenses by segment are as follows (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Nightclubs	$	17,240	$	17,278	$	35,242	$	34,946
Bombshells	3,340		3,291		6,553		6,833
Other	69		123		165		226
Corporate	2,548		2,208		5,941		7,102
	$	23,197	$	22,900	$	47,901	$	49,107

Depreciation and amortization. Depreciation and amortization increased by $241,000, or 6.4%, during the quarter and increased by $859,000, or 11.7%, during the six-month period primarily due to additional assets from last year's club acquisitions and newly opened Bombshells.

Depreciation and amortization by segment are as follows (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Nightclubs	$	3,395	$	3,158	$	6,895	$	6,129
Bombshells	338		351		753		682
Other	1		2		3		4
Corporate	283		265		553		530
	$	4,017	$	3,776	$	8,204	$	7,345

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Impairments and other charges (gains), net. Impairments and other charges (gains), net changed mainly due to impairment of assets, the recovery in the current quarter from a previously recorded lawsuit settlement, and the sale of our Bombshells location in Austin, Texas, which was significantly impaired in a prior period, and the insurance recovery for a club razed by fire in last year's first quarter.

By segment, impairment and other charges (gains), net are as follows (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Nightclubs	$	7,584	$	1,970	$	7,765	$	1,148
Bombshells	67		159		96		(1,171)
Other	—		—		—		—
Corporate	(2)		(2)		5		(94)
	$	7,649	$	2,127	$	7,866	$	(117)

Income (Loss) from Operations

For the three and six months ended ~~December~~March 31, ~~2025~~2026, and ~~2024~~2025, our consolidated operating margin was 155.5% and 12.4%, and 10.6% and 1916.51%, respectively. Segment contribution to income (loss) from operations is presented in the table below (in thousands):

	Three Months Ended December 31,
	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024
	2026		2025		2026		2025
Nightclubs	$	1810,~~722~~758	$	2014,~~853~~532	$	29,480	$	35,385
Bombshells	(~~139~~267)		~~1,945~~(245)		(406)		1,700
Other	(~~150~~112)		(~~103~~171)		(262)		(274)
Corporate	(76,~~397~~567)		(85,~~789~~945)		(13,964)		(14,734)
	$	113,~~036~~812	$	138,~~906~~171	$	14,848	$	22,077

2328

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Excluding certain items, the three months ended ~~December~~March 31, ~~2025~~2026, and ~~2024~~2025 non-GAAP operating income (loss) and non-GAAP operating margin are computed in the tables below (dollars in thousands). Refer to the discussion of Non-GAAP Financial Measures on page 2531.

	Three Months Ended December 31, 2025
	Three Months Ended March 31, 2026
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	1810,~~722~~758		$	(~~139~~267)		$	(~~150~~112)		$	(76,~~397~~567)		$	113,~~036~~812
Amortization of intangibles	~~613~~618			—			—			2			~~615~~620
Impairment of assets	17,~~163~~270			—			—			—			17,~~163~~270
Settlement of lawsuits, net of recoveries	~~(827)~~142			2565			—			—			~~(802)~~207
Stock-based compensation	—			—			—			~~392~~197			~~392~~197
Loss on sale of businesses and assets	22			4			—			7			33
Loss (gain) on sale of businesses and assets	218			2			—			(2)			218
Gain on insurance	(~~177~~46)			—			—			—			(~~177~~46)
Non-GAAP operating income (loss)	$	1918,~~516~~960		$	(~~110~~200)		$	(~~150~~112)		$	(6,~~996~~370)		$	12,~~260~~278
GAAP operating margin	3017.08		%	(13.72)		%	(~~108~~127.73)		%	(109.46)		%	155.65		%
Non-GAAP operating margin	31.35		%	(12.34)		%	(~~108~~127.73)		%	(9.93)		%	17.39		%

	Three Months Ended December 31, 2024
	Three Months Ended March 31, 2025
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	2014,~~853~~532		$	~~1,945~~(245)		$	(~~103~~171)		$	(85,~~789~~945)		$	138,~~906~~171
Amortization of intangibles	~~574~~572			1			—			54			~~580~~577
Settlement of lawsuits	179			—			—			—			179
Impairment of assets	1,780			—			—			—			1,780
Stock-based compensation	—			—			—			470			470
Settlement of lawsuits	97			30			—			—			127
Loss (gain) on sale of businesses and assets	16			(1,330)			—			(92)			(1,406)
Stock-based compensation	—			—			—			118			118
Gain on insurance	(1,017)			—			—			—			(1,017)
Loss (gain) on sale of businesses and assets	93			129			—			(2)			220
Non-GAAP operating income (loss)	$	20,605		$	616		$	(103)		$	(8,406)		$	12,712
Gain on insurance	—			—			—			—			—
GAAP operating margin	33.8		%	20.3		%	(59.9)		%	(12.3)		%	19.5		%
Non-GAAP operating income (loss)	$	17,074		$	(85)		$	(171)		$	(5,825)		$	10,993
Non-GAAP operating margin	33.4		%	6.4		%	(59.9)		%	(11.8)		%	17.8		%
GAAP operating margin	25.3		%	(3.0)		%	(161.3)		%	(9.0)		%	12.4		%
Non-GAAP operating margin	29.7		%	(1.0)		%	(161.3)		%	(8.8)		%	16.7		%

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Excluding certain items, the six months ended March 31, 2026, and 2025 non-GAAP operating income (loss) and non-GAAP operating margin are computed in the tables below (dollars in thousands).


	Six Months Ended March 31, 2026
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	29,480		$	(406)		$	(262)		$	(13,964)		$	14,848
Amortization of intangibles	1,231			—			—			4			1,235
Impairment of assets	8,433			—			—			—			8,433
Settlement of lawsuits, net of recoveries	(685)			90			—			—			(595)
Stock-based compensation	—			—			—			589			589
Loss on sale of businesses and assets	240			6			—			5			251
Gain on insurance	(223)			—			—			—			(223)
Non-GAAP operating income (loss)	$	38,476		$	(310)		$	(262)		$	(13,366)		$	24,538

GAAP operating margin	24.0		%	(2.4)		%	(115.9)		%	(10.0)		%	10.6		%
Non-GAAP operating margin	31.4		%	(1.9)		%	(115.9)		%	(9.6)		%	17.6		%


	Six Months Ended March 31, 2025
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	35,385		$	1,700		$	(274)		$	(14,734)		$	22,077
Amortization of intangibles	1,146			2			—			9			1,157
Impairment of assets	1,780			—			—			—			1,780
Settlement of lawsuits	276			30			—			—			306
Stock-based compensation	—			—			—			588			588
Loss (gain) on sale of businesses and assets	109			(1,201)			—			(94)			(1,186)
Gain on insurance	(1,017)			—			—			—			(1,017)
Non-GAAP operating income (loss)	$	37,679		$	531		$	(274)		$	(14,231)		$	23,705

GAAP operating margin	29.7		%	9.5		%	(98.6)		%	(10.7)		%	16.1		%
Non-GAAP operating margin	31.6		%	3.0		%	(98.6)		%	(10.4)		%	17.3		%

Other Income/Expenses

Interest expense increased by $~~198~~467,000, or 411.85%, while interest income decreased by $8057,000, or 4441.70%, during the quarter. Interest expense increased by $665,000, or 8.1%, while interest income decreased by $137,000, or 43.1%, during the six-month period. Non-operating gains and losses include premium on stock repurchase and gain on lease termination. Premium on stock repurchase resulted from the November 2025 block stock buyback. Gain on lease termination was from a settlement of lease obligation related to a closed Bombshells unit in a prior period.

Our total occupancy costs, which we define as the sum of operating lease expense and interest expense, were $6.01 million and $5.86 million for the quarters ended ~~December~~March 31, ~~2025~~2026, and ~~2024~~2025, respectively. As a percentage of revenue, total occupancy costs were 8.59% and 8.05% during the quarters ended ~~December~~March 31, 2026, and 2025, respectively. Total occupancy costs were $12.1 million and ~~2024~~$11.3 million for the six months ended March 31, 2026, and 2025, respectively. As a percentage of revenue, total occupancy costs were 8.7% and 8.3% during the six months ended March 31, 2026, and 2025, respectively.

~~Income Taxes~~30

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Income Taxes

Income tax was a $398,000 benefit and a $1.1 million expense during the three months ended March 31, 2026, and 2025, respectively. The effective income tax rate was approximately 64.5% and 25.1% for the three months ended March 31, 2026, and 2025, respectively. Income tax expense was $1.2 million and $2.9 million during the six months ended March 31, 2026, and 2025, respectively. The effective income tax rate approximately was 31.0% and 19.2% for the six months ended March 31, 2026, and 2025, respectively. Our effective income tax rate is affected by state taxes, permanent differences, and tax credits, including the FICA tip credit, for both years, and the impact of the nondeductible premium on stock repurchase on a pretax loss during the current year, particularly a low pretax loss in the current quarter.

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 itthey ~~describes~~describe the operating performance of the Company and ~~helps~~help 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 from operations and operating margin: (a) amortization of intangibles, (b) impairment of assets, (c) settlement of lawsuits, net of recoveries, (d) gains or losses on sale of businesses and assets, (e) gains or losses on insurance, and (f) stock-based compensation. We believe that excluding these items assists investors in evaluating period-over-period changes in our operating income 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 and Non-GAAP Net Income per Diluted Share. We calculate non-GAAP net income and non-GAAP net income per diluted share by excluding or including certain items to net income or loss attributable to RCIHH common stockholders and diluted earnings per share. Adjustment items are: (a) amortization of intangibles, (b) impairment of assets, (c) settlement of lawsuits, net of recoveries, (d) gains or losses on sale of businesses and assets, (e) gains or losses on insurance, (f) stock-based compensation, (g) premium on stock repurchase, (h) gains or losses on lease termination, and (i) the income tax effect of the above-described adjustments. Included in the income tax effect of the above adjustments is the net effect of the non-GAAP provision for income taxes, calculated at approximately 22.83% and 1718.71% effective tax rate of the pre-tax non-GAAP income before taxes for the ~~three~~six months ended ~~December~~March 31, ~~2025~~2026, and ~~2024~~2025, 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.

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Adjusted EBITDA. We calculate adjusted EBITDA by excluding the following items from net income or loss attributable to RCIHH common stockholders: (a) depreciation and amortization, (b) income tax expense, (c) net interest expense, (d) impairment of assets, (e) settlement of lawsuits, net of recoveries, (f) gains or losses on sale of businesses and assets, (g) gains or losses on insurance, (h) stock-based compensation, (i) premium on stock repurchase, and (j) gains or losses on lease termination. 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 our unleveraged performance return on our investments. Adjusted EBITDA is also the target benchmark for our acquisitions of nightclubs.

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We also use certain non-GAAP cash flow measures such as free cash flow. See “Liquidity and Capital Resources” section for further discussion.

The following tables present our non-GAAP performance measures for the three and six months ended ~~December~~March 31, ~~2025~~2026, and ~~2024~~2025 (in thousands, except per share, number of shares, and percentages):

	Three Months Ended December 31,
	Three Months Ended March 31,						Six Months Ended March 31,
	2025			2024
	2026			2025			2026			2025
Reconciliation of GAAP net income (loss) to Adjusted EBITDA
Net income (loss) attributable to RCIHH common stockholders	$	(~~4,734~~326)		$	93,~~024~~231		$	(5,060)		$	12,255
Income tax expense	1,549			1,847
Income tax expense (benefit)	(398)			1,068			1,151			2,915
Interest expense, net	4,~~251~~433			3,~~973~~909			8,684			7,882
Depreciation and amortization	4,~~187~~017			3,~~569~~776			8,204			7,345
Impairment of assets	17,~~163~~270			—1,780			8,433			1,780
Settlement of lawsuits, net of recoveries	~~(802)~~207			~~179~~127			(595)			306
Stock-based compensation	~~392~~197			~~470~~118			589			588
Loss (gain) on sale of businesses and assets	33218			~~(1,406)~~220			251			(1,186)
Gain on insurance	(~~177~~46)			~~(1,017)~~—			(223)			(1,017)
Premium on stock repurchase	~~9,885~~—			—			9,885			—
Gain on lease termination	—			~~(979)~~—			—			(979)
Adjusted EBITDA	$	15,~~747~~572		$	1514,~~660~~229		$	31,319		$	29,889
Adjusted EBITDA as a percentage of revenues	22.7		%	21.6		%	22.4		%	21.8		%

	Three Months Ended December 31,
	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024
	2026		2025		2026		2025
Reconciliation of GAAP net income (loss) to non-GAAP net income
Net income (loss) attributable to RCIHH common stockholders	$	(~~4,734~~326)	$	93,~~024~~231	$	(5,060)	$	12,255
Amortization of intangibles	~~615~~620		~~580~~577		1,235		1,157
Impairment of assets	17,~~163~~270		—1,780		8,433		1,780
Settlement of lawsuits, net of recoveries	~~(802)~~207		~~179~~127		(595)		306
Stock-based compensation	~~392~~197		~~470~~118		589		588
Loss (gain) on sale of businesses and assets	33218		~~(1,406)~~220		251		(1,186)
Gain on insurance	(~~177~~46)		~~(1,017)~~—		(223)		(1,017)
Premium on stock repurchase	~~9,885~~—		—		9,885		—
Gain on lease termination	—		~~(979)~~—		—		(979)
Net income tax effect	(~~261~~2,075)		~~310~~(263)		(2,336)		47
Non-GAAP net income	$	6,~~114~~065	$	75,~~161~~790	$	12,179	$	12,951

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	Three Months Ended December 31,
	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024
	2026		2025		2026		2025
Reconciliation of GAAP diluted earnings (loss) per share to non-GAAP diluted earnings per share
Diluted shares	87,~~295~~741,~~880~~522		8,~~920~~861,~~774~~854		8,021,747		8,891,638
GAAP diluted earnings (loss) per share	$	(0.5704)	$	10.0136	$	(0.63)	$	1.38
Amortization of intangibles	0.0708		0.07		0.15		0.13
Impairment of assets	0.1494		—0.20		1.05		0.20
Settlement of lawsuits, net of recoveries	(0.~~10)~~03		0.0201		(0.07)		0.03
Stock-based compensation	0.0503		0.0501		0.07		0.07
Loss (gain) on sale of businesses and assets	0.0003		(0.~~16)~~02		0.03		(0.13)
Gain on insurance	(0.0201)		~~(0.11)~~—		(0.03)		(0.11)
Premium on stock repurchase	~~1.19~~—		~~0.00~~—		1.23		—
Gain on lease termination	—		~~(0.11)~~—		—		(0.11)
Net income tax effect	(0.0327)		(0.03)		(0.29)		0.01
Non-GAAP diluted earnings per share	$	0.7478	$	0.8065	$	1.52	$	1.46

	Three Months Ended December 31,
	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024
	2026		2025		2026		2025
Reconciliation of GAAP operating income to non-GAAP operating income
Income from operations	$	113,~~036~~812	$	138,~~906~~171	$	14,848	$	22,077
Amortization of intangibles	~~615~~620		~~580~~577		1,235		1,157
Impairment of assets	17,~~163~~270		—1,780		8,433		1,780
Settlement of lawsuits, net of recoveries	~~(802)~~207		~~179~~127		(595)		306
Stock-based compensation	~~392~~197		~~470~~118		589		588
Loss (gain) on sale of businesses and assets	33218		~~(1,406)~~220		251		(1,186)
Gain on insurance	(~~177~~46)		~~(1,017)~~—		(223)		(1,017)
Non-GAAP operating income	$	12,~~260~~278	$	1210,~~712~~993	$	24,538	$	23,705

	Three Months Ended December 31,
	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024
	2026		2025		2026		2025
Reconciliation of GAAP operating margin to non-GAAP operating margin
Income from operations	155.65	%	1912.54	%	10.6	%	16.1	%
Amortization of intangibles	0.9	%	0.89	%	0.9	%	0.8	%
Impairment of assets	110.6	%	02.07	%	6.0	%	1.3	%
Settlement of lawsuits, net of recoveries	(10.1)3	%	0.32	%	(0.4)	%	0.2	%
Stock-based compensation	0.63	%	0.72	%	0.4	%	0.4	%
Loss (gain) on sale of businesses and assets	0.03	%	~~(2.~~0).3	%	0.2	%	(0.9)	%
Gain on insurance	(0.21)	%	~~(1.4)~~—	%	(0.2)	%	(0.7)	%
Non-GAAP operating income	17.39	%	1716.87	%	17.6	%	17.3	%

* Per share amounts and percentages may not foot due to rounding.

** The adjustments to reconcile net income attributable to RCIHH common stockholders to non-GAAP net income exclude the impact of adjustments related to noncontrolling interests, which is immaterial.

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Liquidity and Capital Resources

At ~~December~~March 31, ~~2025~~2026, our cash and cash equivalents were approximately $2826.69 million compared to $33.7 million at September 30, 2025. Because of the large volume of cash we handle, we have very stringent cash controls. As of ~~December~~March 31, ~~2025~~2026, we had negative working capital of $2632.37 million compared to a negative working capital of $12.1 million as of September 30, 2025. We believe that we can borrow capital if needed but currently we do not have unused credit facilities so there can be no guarantee that additional liquidity will be readily available or available on favorable terms.

We have not recently raised capital through the issuance of equity securities although we have used equity recently in our acquisitions. Instead, we use debt financing to lower our overall cost of capital and increase our return on stockholders’ equity. We have a history of borrowing funds in private transactions and from sellers in acquisition transactions and have secured traditional bank financing on our new development projects and refinancing of our existing notes payable. There can be no assurance though that any of these financing options would be presently available on favorable terms, if at all. We also have historically utilized these cash flows to invest in property and equipment, adult nightclubs, and restaurants/sports bars.

We expect to generate adequate cash flows from operations for the next 12 months from the issuance of this report.

The following table presents a summary of our cash flows from operating, investing, and financing activities (in thousands):

	Three Months Ended December 31,
	Six Months Ended March 31,
	2025		2024
	2026		2025
Operating activities	$	717,~~816~~697	$	1321,~~344~~891
Investing activities	(12,~~543~~233)		(412,~~404~~226)
Financing activities	(1122,~~351~~283)		(69,~~572~~352)
Net increase (decrease) in cash and cash equivalents	$	(56,~~078~~819)	$	~~2,368~~313

Cash Flows from Operating Activities

Following are our summarized cash flows from operating activities (in thousands):

	Three Months Ended December 31,
	Six Months Ended March 31,
	2025		2024
	2026		2025
Net income	$	(4,649)	$	9,065
Net income (loss)	$	(4,868)	$	12,259
Depreciation and amortization	48,~~187~~204		37,~~569~~345
Impairment of assets	18,~~163~~433		—1,780
Deferred income tax benefit	—(2,223)		(~~389~~1,242)
Stock-based compensation	~~392~~589		~~470~~588
Premium on stock repurchase	9,885		—
Net change in operating assets and liabilities	(34,~~997~~053)		21,~~521~~943
Other	~~835~~1,730		(~~1,892~~782)
Net cash provided by operating activities	$	717,~~816~~697	$	1321,~~344~~891

Net cash provided by operating activities was lower in the current ~~quarter~~six-month period by 4119.42% primarily due to the ~~lower~~higher ~~income~~vendor ~~from~~payments ~~operations,~~and higher ~~income~~interest ~~taxes~~expense paid, ~~and~~partially offset by higher ~~payments~~cash tocollection ~~settle~~from ~~lawsuits~~sales.

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Cash Flows from Investing Activities

Following are our cash flows from investing activities (in thousands):

	Three Months Ended December 31,
	Six Months Ended March 31,
	2025		2024
	2026		2025
Payments for property and equipment and intangible assets	$	(24,~~331~~199)	$	(58,~~754~~608)
Proceeds from sale of businesses and assets	600		129
Acquisition of businesses	—		(6,000)
Proceeds from insurance	138		1,150
Proceeds from sale of businesses and assets	1,675		1,085
Proceeds from notes receivable	50		71
Proceeds from insurance	184		1,150
Net cash used in investing activities	$	(1,543)	$	(4,404)
Proceeds from notes receivable	107		147
Net cash used in investing activities	$	(2,233)	$	(12,226)

Following is a breakdown of our payments for property and equipment and intangible assets for the ~~three~~six months ended ~~December~~March 31, ~~2025~~2026, and ~~2024~~2025 (in thousands):

	Three Months Ended December 31,
	Six Months Ended March 31,
	2025		2024
	2026		2025
New facilities, equipment, and intangible assets	$	1,~~195~~601	$	45,~~478~~721
Maintenance capital expenditures	12,~~136~~598		12,~~276~~887
Total capital expenditures	$	24,~~331~~199	$	58,~~754~~608

The capital expenditures during the quarter ended ~~December~~March 31, ~~2025~~2026, and ~~2024~~2025 were composed mostly of construction projects in progress. Maintenance capital expenditures refer mainly to capitalized replacement of productive assets in already existing locations. Variances in capital expenditures are primarily due to the number and timing of new, remodeled, or reconcepted locations under construction.

Cash Flows from Financing Activities

Following are our cash flows from financing activities (in thousands):

	Three Months Ended December 31,
	Six Months Ended March 31,
	2025		2024
	2026		2025
Proceeds from debt obligations	$	2,253	$	28,~~963~~396
Payments on debt obligations	(412,~~952~~785)		(510,~~694~~321)
Payment of loan origination costs	(40)		—(71)
Purchase of treasury stock	(912,~~831~~269)		(36,~~218~~114)
Payment of dividends	(~~545~~1,162)		(~~623~~1,242)
Investment from noncontrolling partner	1,800		—
Payments to noncontrolling interests	(3680)		—
Net cash used in financing activities	$	(1122,~~351~~283)	$	(69,~~572~~352)

We purchased 74177,061 shares of our common stock in the open market at an average price of $24.7211 during the ~~quarter~~six months ended ~~December~~March 31, ~~2025~~2026, while we purchased 66122,~~000~~875 shares of our common stock in the open market at an average price of $4849.76 during the ~~quarter~~six months ended ~~December~~March 31, ~~2024~~2025. As of ~~December~~March 31, ~~2025~~2026, we have approximately $74.39 million authorization remaining to purchase additional shares. On April 2, 2026, ~~the~~our board of directors approved a $20.0 million increase in the Company's share repurchase program. Outside of our open-market stock repurchase program, on November 21, 2025, the Company repurchased in a privately negotiated transaction 821,000 shares of its own common stock from a single stockholder for $30.0 million, paid $8.0 million in cash and $22.0 million under a two-year 12% unsecured promissory note.

~~We paid $0.07 per share in quarterly dividends during the quarters ended December 31, 2025, and 2024.~~35

We have paid all our debts on time and have not defaulted nor requested forbearance on any of our debts during the quarters ended December 31, 2025, and 2024.

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We paid $0.08 per share in quarterly dividends during the quarter ended March 31, 2026, while we paid $0.07 per share in quarterly dividends during each of the quarters ended December 31, 2024, March 31, 2025, and December 31, 2025.

We have paid all our debts on time and have not defaulted nor requested forbearance on any of our debts during the six months ended March 31, 2026, and 2025.

Management also uses certain non-GAAP cash flow measures such as free cash flow. We calculate free cash flow as 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.

Below is a table reconciling free cash flow to its most directly comparable GAAP measure (in thousands):

	Three Months Ended December 31,
	Six Months Ended March 31,
	2025			2024
	2026			2025
Net cash provided by operating activities	$	717,~~816~~697		$	1321,~~344~~891
Less: Maintenance capital expenditures	12,~~136~~598			12,~~276~~887
Free cash flow	$	615,~~680~~099		$	1219,~~068~~004
As a % of revenue	9.4		%	16.9		%
Free cash flow as a percentage of revenues	10.8		%	13.8		%

Our free cash flow for the quarter decreased by 4420.65% compared to the comparable prior-year period primarily due to the ~~lower~~higher ~~income~~vendor ~~from~~payments ~~operations,~~and higher ~~income~~interest ~~taxes~~expense paid, ~~and~~partially offset by higher ~~payments~~cash tocollection ~~settle~~from ~~lawsuits~~sales and lower maintenance capital expenditures.

We do not include capital expenditures related to new facilities construction, equipment and intangible assets as a reduction from net cash flow from operating activities to arrive at free cash flow. This is because, based on our capital allocation strategy, acquisitions and development of our own clubs and restaurants are our primary uses of free cash flow.

Other than the impact of uncertainties caused by near-term macro environment, including commodity and labor inflation, and our contractual debt and lease obligations, we are not aware of any event or trend that would adversely impact our liquidity. In our opinion, working capital is not a true indicator of our financial status. Typically, businesses in our industry carry current liabilities in excess of current assets because businesses in our industry receive substantially immediate payment for sales, with nominal receivables, while inventories and other current liabilities normally carry longer payment terms. Vendors and purveyors often remain flexible with payment terms, providing businesses in our industry with opportunities to adjust to short-term business downturns. We consider the primary indicators of financial status to be the long-term trend of revenue growth, the mix of sales revenues, overall cash flow, profitability from operations and the level of long-term debt. We continue to monitor the macro environment and will adjust our overall approach to capital allocation as events and trends unfold.

~~The following table presents a summary of such indicators for the quarters ended December 31 (in thousands, except percentages):~~36

	2025		Increase (Decrease)		2024		Increase (Decrease)		2023
Sales of alcoholic beverages	$	30,139	(6.4)	%	$	32,188	(3.4)	%	$	33,316
Sales of food and merchandise	9,966		(1.4)	%	10,106		(6.4)	%	10,802
Service revenues	25,811		6.7	%	24,181		(3.7)	%	25,119
Other	4,912		(1.9)	%	5,008		7.2	%	4,670
Total revenues	$	70,828	(0.9)	%	$	71,483	(3.3)	%	$	73,907
Net income (loss) attributable to RCIHH common stockholders	$	(4,734)	(152.5)	%	$	9,024	24.9	%	$	7,226
Net cash provided by operating activities	$	7,816	(41.4)	%	$	13,344	(2.1)	%	$	13,633
Adjusted EBITDA*	$	15,747	0.6	%	$	15,660	(10.3)	%	$	17,467
Free cash flow*	$	6,680	(44.6)	%	$	12,068	(4.6)	%	$	12,650
Debt (end of period)	$	256,428	8.9	%	$	235,529	0.6	%	$	234,113

*See definition and calculation of Adjusted EBITDA and Free Cash Flow above in the Non-GAAP Financial Measures subsection of Results of Operations.

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The following table presents a summary of such indicators for the six months ended March 31 (in thousands, except percentages):


	2026		Increase (Decrease)		2025		Increase (Decrease)		2024
Sales of alcoholic beverages	$	58,956	(3.4)	%	$	61,054	(7.8)	%	$	66,223
Sales of food and merchandise	19,505		(0.1)	%	19,517		(10.8)	%	21,870
Service revenues	51,259		8.8	%	47,093		(3.3)	%	48,683
Other	9,830		1.4	%	9,695		3.0	%	9,414
Total revenues	$	139,550	1.6	%	$	137,359	(6.0)	%	$	146,190
Net income (loss) attributable to RCIHH common stockholders	$	(5,060)	(141.3)	%	$	12,255	53.2	%	$	8,000
Net cash provided by operating activities	$	17,697	(19.2)	%	$	21,891	(10.5)	%	$	24,469
Adjusted EBITDA*	$	31,319	4.8	%	$	29,889	(13.9)	%	$	34,699
Free cash flow*	$	15,099	(20.5)	%	$	19,004	(11.5)	%	$	21,475
Debt (end of period)	$	248,721	3.0	%	$	241,462	4.1	%	$	231,925

*See definition and calculation of Adjusted EBITDA and Free Cash Flow above in the Non-GAAP Financial Measures subsection of Results of Operations.

Impact of Inflation

To the extent permitted by competition, we have managed to recover increased costs through price increases and may continue to do so. However, there can be no assurance that we will be able to do so in the future.

Seasonality

Our nightclub operations are affected by seasonal factors. Historically, we have experienced reduced revenues from April through September (our fiscal third and fourth quarters) with the strongest operating results occurring during October through March (our fiscal first and second quarters). However, as we have expanded our geographical presence in recent years, October through December (our fiscal first quarter) and April through June (our fiscal third quarter) have become the periods with the strongest operating results. Our revenues in certain markets are also affected by sporting events that cause unusual changes in sales from year to year.

Capital Allocation Strategy

Our overall objective is to create value for our shareholders by developing and operating profitable businesses in the hospitality and related space. We strive to achieve that by providing an attractive price-value entertainment, dining experience, and top-notch service; by attracting and retaining quality personnel; and by focusing on unit-level operating performance.

In December 2024, we launched our five-year Back-to-Basics strategy where we focus on improving performance of existing clubs and Bombshells units to fuel our capital allocation priorities. For the allocation of our free cash flow, we currently divide it among club acquisitions (investing), share buybacks (financing), and dividends (financing). Our financial targets by fiscal 2029 are to achieve:

•Total revenues of $400 million

•Free cash flow of $75 million

•Shares outstanding of 7.5 million

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Growth Strategy

We believe that we can continue to grow organically and through careful entry into markets with high growth potential. Our growth strategy includes acquiring existing units, opening new units after market analysis, and developing new club concepts that are consistent with our management and marketing skills as our capital and manpower allow.

As of ~~December~~March 31, ~~2025~~2026, ten of the eleven existing Bombshells restaurants were located in Texas, with one location in Denver, Colorado. As part of managing our free cash flow to fuel growth, we are evaluating our Bombshells program in view of recent performance trends. Currently, we have one Bombshells location that is under construction and do not plan to add anymore locations after that.

We continue to evaluate opportunities to acquire new nightclubs and anticipate acquiring new locations that fit our business model as we have done in the past. The acquisition of additional clubs may require us to take on additional debt or issue our common stock, or both. There can be no assurance that we will be able to obtain additional financing on reasonable terms in the future, if at all, should the need arise. An inability to obtain such additional financing could have an adverse effect on our growth strategy.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As of ~~December~~March 31, ~~2025~~2026, there were no material changes to the information provided in Item 7A of the Company’s Annual Report on Form 10-K for fiscal year ended September 30, 2025.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures, defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that the information required to be filed or submitted with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management of the company with the participation of its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended ~~December~~March 31, ~~2025~~2026, an evaluation was performed under the supervision and with the participation of management, including the interim chief executive officer and interim chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on their evaluation, they have concluded that our disclosure controls and procedures were not effective as of ~~December~~March 31, ~~2025~~2026. This determination is based on the previously reported material weaknesses management identified in our internal control over financial reporting, as described below. We are in the process of remediating the material weaknesses in our internal control, as described below. We believe the completion of these processes should remedy our disclosure controls and procedures. We will continue to monitor these issues.

Previously Reported Material Weakness in Internal Control Over Financial Reporting

In our Annual Report for the year ended September 30, 2025, filed with the SEC on March 19, 2026, management concluded that our internal control over financial reporting was not effective as of September 30, 2025. In the evaluation, management identified material weaknesses in internal control related (1) ineffective design and operation of controls over certain information technology general controls ("ITGCs"), including program change management and vendor management controls; (2) ineffective design and operation of controls, which include management review controls, over the accounting for business combinations and contingent liabilities; and (3) ineffective design and operation of controls, which include management review controls, over the impairment assessments over long-lived assets, definite- and indefinite-lived intangible assets, and goodwill. The identified ITGC control deficiencies resulted from two factors. First, the Company's procedures governing program change management were insufficiently documented, resulting in controls that could not be consistently evidenced. Second, the Company relies on third-party IT service providers for certain key components of the technology infrastructure supporting its financial reporting processes. Specifically, certain service providers supporting applications within the Company's revenue cycle were unable to provide System and Organization Controls ("SOC") reports, thus management was unable to effectively evaluate the design and operating effectiveness of the internal controls maintained by these service providers. Consequently, certain business process controls were determined to be ineffective, limited to the extent those controls rely upon information processed within, or subject to, the control environments of the applicable third-party service providers. These deficiencies may have an impact on our financial statements, account balances, and disclosures. Based on our evaluation, our management, with the participation of our chief executive officer and chief financial officer, concluded that our internal control over financial reporting was not effective as of September 30, 2025.

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control environments of the applicable third-party service providers. These deficiencies may have an impact on our financial statements, account balances, and disclosures. Based on our evaluation, our management, with the participation of our chief executive officer and chief financial officer, concluded that our internal control over financial reporting was not effective as of September 30, 2025.

Remediation Efforts to Address Material Weakness

Review of Accounting for Business Combinations and Contingent Liabilities

Management has re-evaluated the design of its controls over the accounting for business combinations and will continue to implement enhancements to improve the precision, documentation, and timeliness of review procedures. Management has re-evaluated the design of its controls over the accounting for legal contingencies and will implement enhancements to improve the clarity and quality of documentation supporting review of legal contingencies, including related legal fees and unasserted claims.

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Review of Impairment Assessments over Long-lived Assets, Definite- and Indefinite-lived Intangible Assets, and Goodwill

Given the inherently subjective nature of the assumptions underlying the valuation models used in impairment analyses, management will re-evaluate the review procedures to strengthen the validation and documentation of such assumptions.

Information Technology General Controls

As a result of the material weakness and its ongoing remediation efforts, management is enhancing change monitoring procedures and evaluating alternative procedures where SOC reports are not available for certain third-party application vendors.

Further, management is committed to enhanced quarterly reporting on the remediation measures to the Audit Committee of the board of directors.

It is our belief that these added controls will effectively remediate the existing material weaknesses.

The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of these material weaknesses will be completed prior to the end of fiscal 2026.

Changes in Internal Control Over Financial Reporting

Other than as described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended ~~December~~March 31, ~~2025~~2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

See the “Legal Matters” section within Note 9 of the unaudited condensed consolidated financial statements within this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

Item 1A. Risk Factors.

There were no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, except for such risks and uncertainties that may result from the additional disclosures in the “Legal Matters” section within Note 9 of the unaudited condensed consolidated financial statements within this Quarterly Report on Form 10-Q, which information is incorporated herein by reference. The risks described in the Annual Report on Form 10-K and in this Form 10-Q are not the only risks the Company faces. Additional risks and uncertainties not currently known to the Company, or that the Company deems to be immaterial, also may have a material adverse impact on the Company’s business, financial condition or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Our share repurchase activity during the three months ended ~~December~~March 31, ~~2025~~2026, was as follows:

Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Unit)(1)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(2)	Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet be Purchased Under the Plans or Programs
October 1-31, 2025	—	$	—	—	$	9,174,873
January 1-31, 2026	31,000	$	25.14	31,000	$	6,564,987
November 1-30, 2025(3)	852,061	$	36.09	31,061	$	8,421,628
February 1-28, 2026	28,000	$	23.28	28,000	$	5,913,092
December 1-31, 2025	43,000	$	25.05	43,000	$	7,344,376
March 1-31, 2026	44,000	$	22.88	44,000	$	4,906,248
	895,061	$	35.56	74,061
	103,000	$	23.67	103,000

(1) Prices include any commissions and transaction costs, but exclude a 1% excise tax.

(2) All shares were purchased pursuant to ~~the~~a repurchase ~~plans~~plan approved by the board of directors. asThe ~~disclosed~~Company's current repurchase plan was originally approved on April 25, 2013, in ~~our~~the ~~most~~amount ~~recent~~of ~~Annual~~$3.0 ~~Report~~million worth of its common stock that may be purchased in the open market or in privately negotiated transactions. The board has increased the amount available under the repurchase plan on ~~Form~~a ~~10-K~~rolling basis as such amount is depleted. Most recently, the board increased the amount available under the plan by $20.0 million on April 2, 2026.

(3) Outside of our open-market stock repurchase program, on November 21, 2025, the Company repurchased in a privately negotiated transaction 821,000 shares of its own common stock from a single stockholder for $30.0 million, paid $8.0 million in cash and $22.0 million under a two-year 12% unsecured promissory note.40

On April 2, 2026, the board of directors approved a $20.0 million increase in the Company's share repurchase program.

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Item 6. Exhibits.

Exhibit No.						Description
31.1						Certification of Chief Executive Officer of RCI Hospitality Holdings, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Chief Financial Officer of RCI Hospitality Holdings, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32						Certification of Chief Executive Officer and Chief Financial Officer of RCI Hospitality Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.
101						The following financial information from RCI Hospitality Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended ~~December~~March 31, ~~2025~~2026, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statements of Cash Flows, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Changes in Equity, (iv) the Condensed Consolidated Balance Sheets, and (v) Notes to the Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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: May 7, 2026	By:	/s/ Travis Reese
Date: May 28, 2026	By:	/s/ Travis Reese
		Travis Reese
		Interim Chief Executive Officer and President
Date: May 7, 2026	By:	/s/ Albert Molina
Date: May 28, 2026	By:	/s/ Albert Molina
		Albert Molina
		Interim Chief Financial Officer and Principal Accounting Officer

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