Nasdaq warns RCI Hospitality (NASDAQ: RICK) over missing Form 10-K

Rhea-AI Filing Summary

RCI Hospitality Holdings received a Nasdaq notice on January 30, 2026 stating it is not in compliance with Listing Rule 5250(c)(1) because it has not filed its Form 10-K for the year ended September 30, 2025. The company has until March 31, 2026 to submit a plan explaining how it will regain compliance.

If Nasdaq accepts the plan, it may grant up to 180 days from the original due date, until June 29, 2026, for the company to file the Form 10-K and any subsequent required reports due in that period. The notice does not immediately affect the listing of RCI’s common stock on the Nasdaq Global Market.

Positive

• None.

Negative

• Nasdaq noncompliance notice for late 10-K: Nasdaq informed RCI Hospitality on January 30, 2026 that it is not in compliance with Listing Rule 5250(c)(1) due to failure to file its Form 10-K for the year ended September 30, 2025, creating potential listing risk if not remedied.

Insights

Equity analyst

Nasdaq noncompliance notice raises filing and listing risk for RCI.

RCI Hospitality Holdings has been notified by Nasdaq that it is out of compliance for failing to file its Form 10-K for the year ended September 30, 2025. This places the company under a defined timeline to address its delayed financial reporting.

The company must either file the Form 10-K by March 31, 2026 or submit a plan to regain compliance. If Nasdaq accepts the plan, RCI could receive up to 180 days from the filing’s due date, until June 29, 2026, to file the Form 10-K and any subsequent required reports.

While Nasdaq’s letter has no immediate effect on the listing of the common stock, continued delays or an unacceptable plan could eventually lead to a hearings process and potential delisting actions. The situation will be shaped by whether RCI files the overdue Form 10-K and related reports within the permitted timeframes.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000093541900009354192026-01-302026-01-30

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2026

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas			001-13992			76-0458229
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

10737 Cutten Road

Houston, Texas 77066

(Address of Principal Executive Offices, Including Zip Code)

(281) 397-6730

(Issuer’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

RICK

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

On January 30, 2026, RCI Hospitality Holdings, Inc. (“we,” “us” and the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that we are not in compliance with Listing Rule 5250(c)(1) because we have failed to file our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the “Form 10-K”).

Under the Nasdaq Listing Rules, we have until March 31, 2026 to submit a plan to Nasdaq as to how we plan to regain compliance with Nasdaq’s continued listing requirements. Although we intend to regain compliance by filing our Form 10-K as soon as practicable, if we are unable to file our Form 10-K by March 31, 2026, we will submit a compliance plan on or prior to that date. If Nasdaq accepts our plan, Nasdaq can grant an exception of up to 180 calendar days from the filing’s due date, or until June 29, 2026, to regain compliance. We may regain compliance at any time during this 180-day period upon filing with the SEC our Form 10-K, as well as all subsequent required periodic financial reports that are due within that period. If Nasdaq does not accept our plan, we will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Nasdaq notification letter has no immediate effect on the listing of our common stock on the Nasdaq Global Market.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number						Description
99.1						Press release of RCI Hospitality Holdings, Inc. dated February 2, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: February 2, 2026			By:			/s/ Travis Reese
						Travis Reese
						Interim President and Chief Executive Officer

3

FAQ

What Nasdaq notice did RCI Hospitality (RICK) receive?

RCI Hospitality received a written notice from Nasdaq on January 30, 2026 stating it is not in compliance with Listing Rule 5250(c)(1) because it has not filed its Form 10-K for the fiscal year ended September 30, 2025. This starts a formal compliance timeline.

Why is RCI Hospitality out of compliance with Nasdaq rules?

The company is out of compliance because it failed to file its Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Nasdaq Listing Rule 5250(c)(1) requires timely filing of periodic reports, and the delay triggered the noncompliance notice from Nasdaq.

How long does RCI Hospitality (RICK) have to regain Nasdaq compliance?

RCI Hospitality has until March 31, 2026 to submit a plan to Nasdaq showing how it will regain compliance. If Nasdaq accepts the plan, it may grant up to 180 days from the filing’s due date, or until June 29, 2026, to complete required filings.

Can RCI Hospitality regain Nasdaq compliance before the extension ends?

Yes. The company may regain compliance at any time during the permitted period by filing its overdue Form 10-K and all subsequent required periodic financial reports due within that timeframe. Successful, timely filings would resolve the specific deficiency cited in Nasdaq’s notice.

Does the Nasdaq notice immediately affect trading of RCI Hospitality stock?

No. The Nasdaq notification letter has no immediate effect on the listing of RCI Hospitality’s common stock on the Nasdaq Global Market. The shares continue trading while the company works to file the Form 10-K and address Nasdaq’s continued listing requirements.

What happens if Nasdaq does not accept RCI Hospitality’s compliance plan?

If Nasdaq does not accept the company’s plan, RCI Hospitality will have the opportunity to appeal the decision to a Nasdaq Hearings Panel. That process can determine whether additional time is allowed or whether further actions, including potential delisting proceedings, may follow.