false2024FY0000935419P2D252iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesrick:reportingUnitrick:clubrick:restaurantrick:ventureProjectxbrli:purerick:locationrick:noterick:investorrick:employeesrick:monthly_installmentrick:propertyrick:subsidiaryrick:loanrick:plaintiffrick:claimrick:individualrick:executiverick:memberrick:asset_purchase_agreementrick:stock_purchase_agreementrick:entityrick:staterick:buildingrick:sellerrick:bombshell00009354192023-10-012024-09-3000009354192024-03-3000009354192024-12-1300009354192022-10-012023-09-3000009354192021-10-012022-09-3000009354192024-09-3000009354192023-09-300000935419rick:AlcoholicBeveragesMember2023-10-012024-09-300000935419rick:AlcoholicBeveragesMember2022-10-012023-09-300000935419rick:AlcoholicBeveragesMember2021-10-012022-09-300000935419rick:FoodAndMerchandiseMember2023-10-012024-09-300000935419rick:FoodAndMerchandiseMember2022-10-012023-09-300000935419rick:FoodAndMerchandiseMember2021-10-012022-09-300000935419us-gaap:ServiceMember2023-10-012024-09-300000935419us-gaap:ServiceMember2022-10-012023-09-300000935419us-gaap:ServiceMember2021-10-012022-09-300000935419rick:OtherMember2023-10-012024-09-300000935419rick:OtherMember2022-10-012023-09-300000935419rick:OtherMember2021-10-012022-09-300000935419rick:ServiceAndOtherMember2023-10-012024-09-300000935419rick:ServiceAndOtherMember2022-10-012023-09-300000935419rick:ServiceAndOtherMember2021-10-012022-09-300000935419us-gaap:CommonStockMember2021-09-300000935419us-gaap:AdditionalPaidInCapitalMember2021-09-300000935419us-gaap:RetainedEarningsMember2021-09-300000935419us-gaap:TreasuryStockCommonMember2021-09-300000935419us-gaap:NoncontrollingInterestMember2021-09-3000009354192021-09-300000935419us-gaap:CommonStockMember2021-10-012022-09-300000935419us-gaap:AdditionalPaidInCapitalMember2021-10-012022-09-300000935419us-gaap:TreasuryStockCommonMember2021-10-012022-09-300000935419us-gaap:RetainedEarningsMember2021-10-012022-09-300000935419us-gaap:NoncontrollingInterestMember2021-10-012022-09-300000935419us-gaap:CommonStockMember2022-09-300000935419us-gaap:AdditionalPaidInCapitalMember2022-09-300000935419us-gaap:RetainedEarningsMember2022-09-300000935419us-gaap:TreasuryStockCommonMember2022-09-300000935419us-gaap:NoncontrollingInterestMember2022-09-3000009354192022-09-300000935419us-gaap:CommonStockMember2022-10-012023-09-300000935419us-gaap:AdditionalPaidInCapitalMember2022-10-012023-09-300000935419us-gaap:TreasuryStockCommonMember2022-10-012023-09-300000935419us-gaap:RetainedEarningsMember2022-10-012023-09-300000935419us-gaap:NoncontrollingInterestMember2022-10-012023-09-300000935419us-gaap:CommonStockMember2023-09-300000935419us-gaap:AdditionalPaidInCapitalMember2023-09-300000935419us-gaap:RetainedEarningsMember2023-09-300000935419us-gaap:TreasuryStockCommonMember2023-09-300000935419us-gaap:NoncontrollingInterestMember2023-09-300000935419us-gaap:TreasuryStockCommonMember2023-10-012024-09-300000935419us-gaap:CommonStockMember2023-10-012024-09-300000935419us-gaap:AdditionalPaidInCapitalMember2023-10-012024-09-300000935419us-gaap:RetainedEarningsMember2023-10-012024-09-300000935419us-gaap:NoncontrollingInterestMember2023-10-012024-09-300000935419us-gaap:CommonStockMember2024-09-300000935419us-gaap:AdditionalPaidInCapitalMember2024-09-300000935419us-gaap:RetainedEarningsMember2024-09-300000935419us-gaap:TreasuryStockCommonMember2024-09-300000935419us-gaap:NoncontrollingInterestMember2024-09-300000935419srt:MinimumMember2023-10-012024-09-300000935419srt:MaximumMember2023-10-012024-09-300000935419us-gaap:AccountsReceivableMember2024-09-300000935419us-gaap:AccountsReceivableMember2023-09-300000935419us-gaap:NotesReceivableMember2024-09-300000935419us-gaap:NotesReceivableMember2023-09-300000935419srt:MinimumMemberus-gaap:BuildingMember2024-09-300000935419srt:MaximumMemberus-gaap:BuildingMember2024-09-300000935419srt:MinimumMemberrick:FurnitureAndEquipmentMember2024-09-300000935419srt:MaximumMemberrick:FurnitureAndEquipmentMember2024-09-300000935419rick:SOBLicensesMember2023-10-012024-09-300000935419rick:SOBLicensesMember2022-10-012023-09-300000935419rick:SOBLicensesMember2021-10-012022-09-300000935419us-gaap:ComputerSoftwareIntangibleAssetMember2022-10-012023-09-300000935419us-gaap:FairValueInputsLevel1Member2024-09-300000935419us-gaap:FairValueInputsLevel2Member2024-09-300000935419us-gaap:FairValueInputsLevel3Member2024-09-300000935419us-gaap:FairValueInputsLevel1Member2023-09-300000935419us-gaap:FairValueInputsLevel2Member2023-09-300000935419us-gaap:FairValueInputsLevel3Member2023-09-300000935419us-gaap:GoodwillMember2023-10-012024-09-300000935419us-gaap:GoodwillMember2022-10-012023-09-300000935419us-gaap:GoodwillMember2021-10-012022-09-300000935419us-gaap:PropertyPlantAndEquipmentMember2023-10-012024-09-300000935419us-gaap:PropertyPlantAndEquipmentMember2022-10-012023-09-300000935419us-gaap:PropertyPlantAndEquipmentMember2021-10-012022-09-300000935419us-gaap:IndefinitelivedIntangibleAssetsMember2023-10-012024-09-300000935419us-gaap:IndefinitelivedIntangibleAssetsMember2022-10-012023-09-300000935419us-gaap:IndefinitelivedIntangibleAssetsMember2021-10-012022-09-300000935419us-gaap:FiniteLivedIntangibleAssetsMember2023-10-012024-09-300000935419us-gaap:FiniteLivedIntangibleAssetsMember2022-10-012023-09-300000935419us-gaap:FiniteLivedIntangibleAssetsMember2021-10-012022-09-300000935419rick:OperatingLeaseRightOfUseAssetsMember2023-10-012024-09-300000935419rick:OperatingLeaseRightOfUseAssetsMember2022-10-012023-09-300000935419rick:OperatingLeaseRightOfUseAssetsMember2021-10-012022-09-300000935419us-gaap:OtherAssetsMember2023-10-012024-09-300000935419us-gaap:OtherAssetsMember2022-10-012023-09-300000935419us-gaap:OtherAssetsMember2021-10-012022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:PropertyPlantAndEquipmentMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:ValuationTechniqueMultiperiodExcessEarningsMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:ValuationTechniqueReliefFromRoyaltyMethodMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputEBITDAGrowthRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:OperatingLeaseRightOfUseAssetsMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputEBITDAGrowthRateMemberrick:VariousMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputEBITDAGrowthRateMemberrick:VariousMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputEBITDAGrowthRateMemberrick:VariousMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputEBITDAGrowthRateMemberrick:VariousMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputEBITDAGrowthRateMemberrick:VariousMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputEBITDAGrowthRateMemberrick:VariousMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:VariousMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:VariousMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:VariousMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:VariousMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:VariousMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberrick:VariousMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputInternalRateOfReturnMemberrick:VariousMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputInternalRateOfReturnMemberrick:VariousMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputInternalRateOfReturnMemberrick:VariousMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputInternalRateOfReturnMemberrick:VariousMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputInternalRateOfReturnMemberrick:VariousMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputInternalRateOfReturnMemberrick:VariousMember2022-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:VariousMember2023-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:VariousMember2023-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:VariousMember2023-09-300000935419srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:VariousMember2022-09-300000935419srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:VariousMember2022-09-300000935419srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberrick:BusinessCombinationMemberrick:MeasurementInputContributoryAssetChargesRateMemberrick:VariousMember2022-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:NightclubsMember2023-10-012024-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:BombshellsMember2023-10-012024-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:OtherMember2023-10-012024-09-300000935419rick:SalesofAlcoholicBeveragesMember2023-10-012024-09-300000935419us-gaap:FoodAndBeverageMemberrick:NightclubsMember2023-10-012024-09-300000935419us-gaap:FoodAndBeverageMemberrick:BombshellsMember2023-10-012024-09-300000935419us-gaap:FoodAndBeverageMemberrick:OtherMember2023-10-012024-09-300000935419us-gaap:FoodAndBeverageMember2023-10-012024-09-300000935419us-gaap:ServiceMemberrick:NightclubsMember2023-10-012024-09-300000935419us-gaap:ServiceMemberrick:BombshellsMember2023-10-012024-09-300000935419us-gaap:ServiceMemberrick:OtherMember2023-10-012024-09-300000935419rick:OtherRevenuesMemberrick:NightclubsMember2023-10-012024-09-300000935419rick:OtherRevenuesMemberrick:BombshellsMember2023-10-012024-09-300000935419rick:OtherRevenuesMemberrick:OtherMember2023-10-012024-09-300000935419rick:OtherRevenuesMember2023-10-012024-09-300000935419rick:NightclubsMember2023-10-012024-09-300000935419rick:BombshellsMember2023-10-012024-09-300000935419rick:OtherMember2023-10-012024-09-300000935419us-gaap:TransferredAtPointInTimeMemberrick:NightclubsMember2023-10-012024-09-300000935419us-gaap:TransferredAtPointInTimeMemberrick:BombshellsMember2023-10-012024-09-300000935419us-gaap:TransferredAtPointInTimeMemberrick:OtherMember2023-10-012024-09-300000935419us-gaap:TransferredAtPointInTimeMember2023-10-012024-09-300000935419us-gaap:TransferredOverTimeMemberrick:NightclubsMember2023-10-012024-09-300000935419us-gaap:TransferredOverTimeMemberrick:BombshellsMember2023-10-012024-09-300000935419us-gaap:TransferredOverTimeMemberrick:OtherMember2023-10-012024-09-300000935419us-gaap:TransferredOverTimeMember2023-10-012024-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:NightclubsMember2022-10-012023-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:BombshellsMember2022-10-012023-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:OtherMember2022-10-012023-09-300000935419rick:SalesofAlcoholicBeveragesMember2022-10-012023-09-300000935419us-gaap:FoodAndBeverageMemberrick:NightclubsMember2022-10-012023-09-300000935419us-gaap:FoodAndBeverageMemberrick:BombshellsMember2022-10-012023-09-300000935419us-gaap:FoodAndBeverageMemberrick:OtherMember2022-10-012023-09-300000935419us-gaap:FoodAndBeverageMember2022-10-012023-09-300000935419us-gaap:ServiceMemberrick:NightclubsMember2022-10-012023-09-300000935419us-gaap:ServiceMemberrick:BombshellsMember2022-10-012023-09-300000935419us-gaap:ServiceMemberrick:OtherMember2022-10-012023-09-300000935419rick:OtherRevenuesMemberrick:NightclubsMember2022-10-012023-09-300000935419rick:OtherRevenuesMemberrick:BombshellsMember2022-10-012023-09-300000935419rick:OtherRevenuesMemberrick:OtherMember2022-10-012023-09-300000935419rick:OtherRevenuesMember2022-10-012023-09-300000935419rick:NightclubsMember2022-10-012023-09-300000935419rick:BombshellsMember2022-10-012023-09-300000935419rick:OtherMember2022-10-012023-09-300000935419us-gaap:TransferredAtPointInTimeMemberrick:NightclubsMember2022-10-012023-09-300000935419us-gaap:TransferredAtPointInTimeMemberrick:BombshellsMember2022-10-012023-09-300000935419us-gaap:TransferredAtPointInTimeMemberrick:OtherMember2022-10-012023-09-300000935419us-gaap:TransferredAtPointInTimeMember2022-10-012023-09-300000935419us-gaap:TransferredOverTimeMemberrick:NightclubsMember2022-10-012023-09-300000935419us-gaap:TransferredOverTimeMemberrick:BombshellsMember2022-10-012023-09-300000935419us-gaap:TransferredOverTimeMemberrick:OtherMember2022-10-012023-09-300000935419us-gaap:TransferredOverTimeMember2022-10-012023-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:NightclubsMember2021-10-012022-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:BombshellsMember2021-10-012022-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:OtherMember2021-10-012022-09-300000935419rick:SalesofAlcoholicBeveragesMember2021-10-012022-09-300000935419us-gaap:FoodAndBeverageMemberrick:NightclubsMember2021-10-012022-09-300000935419us-gaap:FoodAndBeverageMemberrick:BombshellsMember2021-10-012022-09-300000935419us-gaap:FoodAndBeverageMemberrick:OtherMember2021-10-012022-09-300000935419us-gaap:FoodAndBeverageMember2021-10-012022-09-300000935419us-gaap:ServiceMemberrick:NightclubsMember2021-10-012022-09-300000935419us-gaap:ServiceMemberrick:BombshellsMember2021-10-012022-09-300000935419us-gaap:ServiceMemberrick:OtherMember2021-10-012022-09-300000935419rick:OtherRevenuesMemberrick:NightclubsMember2021-10-012022-09-300000935419rick:OtherRevenuesMemberrick:BombshellsMember2021-10-012022-09-300000935419rick:OtherRevenuesMemberrick:OtherMember2021-10-012022-09-300000935419rick:OtherRevenuesMember2021-10-012022-09-300000935419rick:NightclubsMember2021-10-012022-09-300000935419rick:BombshellsMember2021-10-012022-09-300000935419rick:OtherMember2021-10-012022-09-300000935419us-gaap:TransferredAtPointInTimeMemberrick:NightclubsMember2021-10-012022-09-300000935419us-gaap:TransferredAtPointInTimeMemberrick:BombshellsMember2021-10-012022-09-300000935419us-gaap:TransferredAtPointInTimeMemberrick:OtherMember2021-10-012022-09-300000935419us-gaap:TransferredAtPointInTimeMember2021-10-012022-09-300000935419us-gaap:TransferredOverTimeMemberrick:NightclubsMember2021-10-012022-09-300000935419us-gaap:TransferredOverTimeMemberrick:BombshellsMember2021-10-012022-09-300000935419us-gaap:TransferredOverTimeMemberrick:OtherMember2021-10-012022-09-300000935419us-gaap:TransferredOverTimeMember2021-10-012022-09-300000935419rick:AdRevenueMember2022-09-300000935419rick:AdRevenueMember2022-10-012023-09-300000935419rick:AdRevenueMember2023-09-300000935419rick:AdRevenueMember2023-10-012024-09-300000935419rick:AdRevenueMember2024-09-300000935419rick:ExpoRevenueMember2022-09-300000935419rick:ExpoRevenueMember2022-10-012023-09-300000935419rick:ExpoRevenueMember2023-09-300000935419rick:ExpoRevenueMember2023-10-012024-09-300000935419rick:ExpoRevenueMember2024-09-300000935419rick:OtherMember2022-09-300000935419rick:OtherMember2023-09-300000935419rick:OtherMember2024-09-3000009354192020-12-2200009354192020-12-222020-12-2200009354192022-05-0200009354192022-05-022022-05-020000935419us-gaap:CorporateMember2023-10-012024-09-300000935419us-gaap:CorporateMember2022-10-012023-09-300000935419us-gaap:CorporateMember2021-10-012022-09-300000935419rick:NightclubsMember2024-09-300000935419rick:NightclubsMember2023-09-300000935419rick:BombshellsMember2024-09-300000935419rick:BombshellsMember2023-09-300000935419rick:OtherMember2024-09-300000935419rick:OtherMember2023-09-300000935419us-gaap:CorporateMember2024-09-300000935419us-gaap:CorporateMember2023-09-300000935419rick:IntercompanyRentalRevenueMemberrick:NightclubsMember2023-10-012024-09-300000935419rick:IntercompanyRentalRevenueMemberrick:NightclubsMember2022-10-012023-09-300000935419rick:IntercompanyRentalRevenueMemberrick:NightclubsMember2021-10-012022-09-300000935419rick:IntercompanySalesMemberrick:OtherSegmentMember2023-10-012024-09-300000935419rick:IntercompanySalesMemberrick:OtherSegmentMember2022-10-012023-09-300000935419rick:IntercompanySalesMemberrick:OtherSegmentMember2021-10-012022-09-300000935419srt:MinimumMember2024-09-300000935419srt:MaximumMember2024-09-300000935419us-gaap:LandMember2024-09-300000935419us-gaap:LandMember2023-09-300000935419us-gaap:BuildingAndBuildingImprovementsMember2024-09-300000935419us-gaap:BuildingAndBuildingImprovementsMember2023-09-300000935419us-gaap:EquipmentMember2024-09-300000935419us-gaap:EquipmentMember2023-09-300000935419us-gaap:FurnitureAndFixturesMember2024-09-300000935419us-gaap:FurnitureAndFixturesMember2023-09-300000935419us-gaap:LicensingAgreementsMember2024-09-300000935419us-gaap:LicensingAgreementsMember2023-09-300000935419us-gaap:TradeNamesMember2024-09-300000935419us-gaap:TradeNamesMember2023-09-300000935419rick:DiscountedLeasesMember2024-09-300000935419rick:DiscountedLeasesMember2023-09-300000935419us-gaap:NoncompeteAgreementsMember2024-09-300000935419us-gaap:NoncompeteAgreementsMember2023-09-300000935419rick:SoftwareMember2024-09-300000935419rick:SoftwareMember2023-09-300000935419us-gaap:LicensingAgreementsMember2024-09-300000935419us-gaap:LicensingAgreementsMember2023-09-300000935419us-gaap:LeasesAcquiredInPlaceMember2024-09-300000935419us-gaap:LeasesAcquiredInPlaceMember2023-09-300000935419us-gaap:TradeNamesMember2022-10-012023-09-300000935419rick:NotePayableAt8MaturesOctober2027Member2024-09-300000935419rick:NotePayableAt8MaturesOctober2027Member2023-09-300000935419rick:NotePayableAt8MaturesMay2029Member2024-09-300000935419rick:NotePayableAt8MaturesMay2029Member2023-09-300000935419rick:NotePayableAt599MaturesSeptember2033Member2024-09-300000935419rick:NotePayableAt599MaturesSeptember2033Member2023-09-300000935419rick:NotePayableAt5.49PaidInJune2024Member2024-09-300000935419rick:NotePayableAt5.49PaidInJune2024Member2023-09-300000935419rick:NotePayableAt525MaturesSeptember2031Member2024-09-300000935419rick:NotePayableAt525MaturesSeptember2031Member2023-09-300000935419rick:NotesPayableAt12MaturesOctober2026Member2024-09-300000935419rick:NotesPayableAt12MaturesOctober2026Member2023-09-300000935419rick:ANotesPayableAt12MaturesNovember2027Member2024-09-300000935419rick:ANotesPayableAt12MaturesNovember2027Member2023-09-300000935419rick:A1NotesPayableAt12MaturesNovember2027Member2024-09-300000935419rick:A1NotesPayableAt12MaturesNovember2027Member2023-09-300000935419rick:NotePayableAt525MaturesOctober2031Member2024-09-300000935419rick:NotePayableAt525MaturesOctober2031Member2023-09-300000935419rick:NotePayableAt6MaturesOctober2031Member2024-09-300000935419rick:NotePayableAt6MaturesOctober2031Member2023-09-300000935419rick:NotePayableAt6MaturesOctober2041Member2024-09-300000935419rick:NotePayableAt6MaturesOctober2041Member2023-09-300000935419rick:ANotePayableAt6MaturesOctober2041Member2024-09-300000935419rick:ANotePayableAt6MaturesOctober2041Member2023-09-300000935419rick:NotePayableAt4MaturesNovember2028Member2024-09-300000935419rick:NotePayableAt4MaturesNovember2028Member2023-09-300000935419rick:NotePayableAt525MaturesJanuary2032Member2024-09-300000935419rick:NotePayableAt525MaturesJanuary2032Member2023-09-300000935419rick:NotePayableAt425MaturesFebruary2043Member2024-09-300000935419rick:NotePayableAt425MaturesFebruary2043Member2023-09-300000935419rick:NotePayableAt10MaturesSeptember2026Member2024-09-300000935419rick:NotePayableAt10MaturesSeptember2026Member2023-09-300000935419rick:NotePayableAt10MaturesMay2032Member2024-09-300000935419rick:NotePayableAt10MaturesMay2032Member2023-09-300000935419rick:NotePayableAt5MaturesNovember2023Member2024-09-300000935419rick:NotePayableAt5MaturesNovember2023Member2023-09-300000935419rick:NotePayableAt6MaturesJuly2029Member2024-09-300000935419rick:NotePayableAt6MaturesJuly2029Member2023-09-300000935419rick:NotePayableAt6MaturesJuly2032Member2024-09-300000935419rick:NotePayableAt6MaturesJuly2032Member2023-09-300000935419rick:NotePayableAt6MaturesAugust2032Member2024-09-300000935419rick:NotePayableAt6MaturesAugust2032Member2023-09-300000935419rick:NotePayableAt7.79MaturesAugust2039Member2024-09-300000935419rick:NotePayableAt7.79MaturesAugust2039Member2023-09-300000935419rick:NotePayableAt479MaturesOctober2042Member2024-09-300000935419rick:NotePayableAt479MaturesOctober2042Member2023-09-300000935419rick:NotePayableInitiallyAt6MaturesOctober2024Member2024-09-300000935419rick:NotePayableInitiallyAt6MaturesOctober2024Member2023-09-300000935419rick:NotePayableAt6MaturesOctober2037Member2024-09-300000935419rick:NotePayableAt6MaturesOctober2037Member2023-09-300000935419rick:NotePayableInitiallyAt7.79MaturesAugust2039Member2024-09-300000935419rick:NotePayableInitiallyAt7.79MaturesAugust2039Member2023-09-300000935419rick:NotePayableAt667MaturesJanuary2028Member2024-09-300000935419rick:NotePayableAt667MaturesJanuary2028Member2023-09-300000935419rick:NotesPayableAt7ForgivenInSeptember2024Member2024-09-300000935419rick:NotesPayableAt7ForgivenInSeptember2024Member2023-09-300000935419rick:NotesPayableAt7MaturesMarch2033Member2024-09-300000935419rick:NotesPayableAt7MaturesMarch2033Member2023-09-300000935419rick:NotePayableInitiallyAt875MaturesMarch2025Member2024-09-300000935419rick:NotePayableInitiallyAt875MaturesMarch2025Member2023-09-300000935419rick:NotePayableInitiallyAt712MaturesJune2028Member2024-09-300000935419rick:NotePayableInitiallyAt712MaturesJune2028Member2023-09-300000935419rick:NotePayableInitiallyAt8.50MaturesNovember2033Member2024-09-300000935419rick:NotePayableInitiallyAt8.50MaturesNovember2033Member2023-09-300000935419rick:NotePayableInitiallyAt8.25MaturesApril2034Member2024-09-300000935419rick:NotePayableInitiallyAt8.25MaturesApril2034Member2023-09-300000935419rick:SecuredByRealEstateMemberus-gaap:SecuredDebtMember2024-09-300000935419rick:SecuredByRealEstateMemberus-gaap:SecuredDebtMember2023-09-300000935419rick:SecuredByStockInSubsidiaryMemberus-gaap:SecuredDebtMember2024-09-300000935419rick:SecuredByStockInSubsidiaryMemberus-gaap:SecuredDebtMember2023-09-300000935419rick:SecuredByOtherAssetsMemberus-gaap:SecuredDebtMember2024-09-300000935419rick:SecuredByOtherAssetsMemberus-gaap:SecuredDebtMember2023-09-300000935419us-gaap:UnsecuredDebtMember2024-09-300000935419us-gaap:UnsecuredDebtMember2023-09-300000935419rick:ScarlettsAcquisitionMember2017-05-082017-05-080000935419rick:ScarlettsAcquisitionMemberrick:PromissoryNoteOneMember2017-05-080000935419rick:ScarlettsAcquisitionMemberrick:PromissoryNoteOneMember2017-05-082017-05-080000935419rick:ScarlettsAcquisitionMemberrick:PromissoryNoteTwoMember2017-05-082017-05-080000935419rick:ScarlettsAcquisitionMemberrick:PromissoryNoteTwoMember2017-05-080000935419rick:ScarlettsAcquisitionMemberus-gaap:ShortTermDebtMember2017-05-080000935419rick:ScarlettsAcquisitionMemberus-gaap:ShortTermDebtMemberrick:OctobeOneTwoThousandAndtwentyTwoMember2017-05-080000935419rick:ScarlettsAcquisitionMemberus-gaap:ShortTermDebtMember2017-05-080000935419rick:LenderMember2017-12-072017-12-070000935419rick:LenderMember2017-12-070000935419rick:LenderMemberrick:OldAircraftsNotePayableMember2017-12-0700009354192018-12-1100009354192018-12-112018-12-110000935419rick:FivePointFourNinePercentagePromissoryNoteMember2018-12-110000935419rick:FivePointFourNinePercentagePromissoryNoteMember2018-12-112018-12-110000935419rick:SeptemberTwoThousandAndTwentyOneRefinancingNoteMember2021-09-300000935419rick:SeptemberTwoThousandAndTwentyOneRefinancingNoteMember2021-09-302021-09-300000935419rick:ScarlettsAcquisitionMember2017-05-310000935419rick:ScarlettsAcquisitionMember2021-10-120000935419us-gaap:UnsecuredDebtMember2021-10-120000935419us-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:UnsecuredDebtMember2021-10-120000935419us-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:UnsecuredDebtMember2021-10-120000935419us-gaap:UnsecuredDebtMember2021-10-122021-10-1200009354192021-10-120000935419rick:NoteOneMemberus-gaap:UnsecuredDebtMemberus-gaap:RelatedPartyMember2021-10-120000935419rick:NoteTwoMemberus-gaap:UnsecuredDebtMemberus-gaap:RelatedPartyMember2021-10-120000935419rick:NonofficerEmployeeOneMemberus-gaap:UnsecuredDebtMember2021-10-120000935419rick:NonofficerEmployeeTwoMemberus-gaap:UnsecuredDebtMember2021-10-1200009354192021-10-180000935419rick:FirstPromissoryNoteMember2021-10-182021-10-180000935419rick:FirstPromissoryNoteMember2021-10-180000935419rick:SecondPromissoryNoteMember2021-10-182021-10-180000935419rick:SecondPromissoryNoteMember2021-10-180000935419rick:ThirdPromissoryNoteMember2021-10-182021-10-180000935419rick:ThirdPromissoryNoteMember2021-10-180000935419rick:FourthPromissoryNoteMember2021-10-182021-10-180000935419rick:FourthPromissoryNoteMember2021-10-1800009354192021-11-0800009354192021-11-082021-11-080000935419us-gaap:NotesPayableToBanksMember2022-01-250000935419us-gaap:NotesPayableToBanksMember2022-01-252022-01-250000935419us-gaap:NotesPayableToBanksMemberus-gaap:UsTreasuryUstInterestRateMember2022-01-252022-01-250000935419us-gaap:NotesPayableToBanksMemberrick:USTreasuryUSTInterestRateFloorMember2022-01-252022-01-2500009354192022-01-250000935419us-gaap:NotesPayableToBanksMember2022-03-010000935419us-gaap:NotesPayableToBanksMember2022-03-012022-03-010000935419rick:ClubInMiamiFloridaAdultEntertainmentBusinessMemberrick:A10ThreeYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-05-022022-05-020000935419rick:ClubInMiamiFloridaAdultEntertainmentBusinessMemberrick:A10ThreeYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-05-020000935419rick:ClubInMiamiFloridaAdultEntertainmentBusinessMemberrick:A10TenYearInterestOnlyPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-05-022022-05-020000935419rick:ClubInMiamiFloridaAdultEntertainmentBusinessMemberrick:A10TenYearInterestOnlyPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-05-020000935419us-gaap:NotesPayableToBanksMember2022-05-230000935419us-gaap:NotesPayableToBanksMember2022-05-232022-05-230000935419rick:ClubInOdessaTexasAdultEntertainmentBusinessMemberrick:A6SellerFinancedPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-210000935419rick:ClubInOdessaTexasAdultEntertainmentBusinessMemberrick:A6SellerFinancedPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-212022-07-210000935419us-gaap:NotesPayableToBanksMember2022-07-270000935419rick:ClubInHallandaleBeachAdultEntertainmentBusinessMemberrick:A6TenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-270000935419rick:ClubInHallandaleBeachAdultEntertainmentBusinessMemberrick:A6TenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-272022-07-270000935419rick:ClubInHallandaleBeachRealEstatePropertyMemberrick:A6TenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-270000935419rick:ClubInHallandaleBeachRealEstatePropertyMemberrick:A6TenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-272022-07-270000935419rick:RealEstateInHuntsvilleAlabamaMember2022-08-182022-08-180000935419us-gaap:NotesPayableToBanksMember2022-08-180000935419us-gaap:NotesPayableToBanksMember2022-08-182022-08-180000935419us-gaap:NotesPayableToBanksMember2024-08-310000935419us-gaap:UnsecuredDebtMember2022-08-182022-08-180000935419us-gaap:NotesPayableToBanksMember2023-08-1800009354192022-09-232022-09-230000935419us-gaap:NotesPayableToBanksMember2022-09-230000935419us-gaap:NotesPayableToBanksMember2022-10-100000935419us-gaap:NotesPayableToBanksMember2022-10-102022-10-100000935419rick:ClubInDickinsonTexasAdultEntertainmentBusinessMemberrick:A6FifteenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-10-260000935419rick:ClubInDickinsonTexasAdultEntertainmentBusinessMemberrick:A6FifteenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-10-262022-10-260000935419us-gaap:NotesPayableToBanksMember2022-11-180000935419us-gaap:NotesPayableToBanksMember2022-11-182022-11-180000935419us-gaap:UnsecuredDebtMember2022-11-182022-11-180000935419us-gaap:NotesPayableToBanksMember2023-11-180000935419rick:A667FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMemberrick:FoodHallPropertyInGreenwoodVillageColoradoMember2022-12-200000935419rick:A667FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMemberrick:FoodHallPropertyInGreenwoodVillageColoradoMember2022-12-202022-12-200000935419rick:SixSellerFinancedPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2023-02-070000935419rick:SixSellerFinancedPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2023-02-072023-02-070000935419us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-03-090000935419us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-03-092023-03-090000935419rick:BabyDollsChicasLocasMember2023-03-162023-03-160000935419rick:NineSecuredPromissoryNotesMemberus-gaap:NotesPayableToBanksMember2023-03-160000935419rick:NineSecuredPromissoryNotesMemberus-gaap:NotesPayableToBanksMember2023-03-162023-03-160000935419rick:PromissoryNoteRelatedToRealEstatePropertiesMemberus-gaap:NotesPayableToBanksMember2023-03-160000935419rick:A712FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMemberrick:RealEstateInDenverColoradoMember2023-06-180000935419rick:A712FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMemberrick:RealEstateInDenverColoradoMember2023-06-182023-06-180000935419us-gaap:UnsecuredDebtMember2023-10-2500009354192023-10-250000935419us-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:UnsecuredDebtMember2024-09-300000935419us-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:UnsecuredDebtMember2024-09-300000935419us-gaap:UnsecuredDebtMember2023-10-012024-09-300000935419us-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:UnsecuredDebtMember2021-10-310000935419us-gaap:ConstructionLoansMember2023-11-170000935419us-gaap:ConstructionLoansMember2023-11-172023-11-170000935419us-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:ConstructionLoansMember2023-11-172023-11-170000935419us-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:ConstructionLoansMember2023-11-172023-11-170000935419rick:TermLoanMember2024-04-300000935419rick:TermLoanMember2024-04-302024-04-300000935419rick:TermLoanMemberus-gaap:InterestRateFloorMember2024-04-302024-04-300000935419rick:RegularAmortizationMember2024-09-300000935419rick:BalloonPaymentsMember2024-09-3000009354192020-05-080000935419rick:TenOfOurRestaurantMembersrt:MinimumMemberrick:CARESActMember2020-05-082020-05-080000935419rick:TenOfOurRestaurantMembersrt:MaximumMemberrick:CARESActMember2020-05-082020-05-080000935419rick:TenOfOurRestaurantMemberrick:CARESActMember2020-05-082020-05-080000935419rick:OurSharedServicesMemberrick:CARESActMember2020-05-082020-05-080000935419rick:OneOfOurLoungesMemberrick:CARESActMember2020-05-082020-05-0800009354192021-11-012021-11-300000935419rick:IndemnityInsuranceCorporationMember2014-04-102014-04-100000935419rick:IndemnityInsuranceCorporationMember2024-09-300000935419rick:IndemnityInsuranceCorporationMember2023-10-012024-09-300000935419rick:CompensatoryDamagesMemberrick:JAIPhoenixMember2017-04-012017-04-300000935419rick:PunitiveDamagesMemberrick:JAIPhoenixMember2017-04-012017-04-3000009354192023-03-012023-03-3100009354192023-09-012023-09-3000009354192024-05-2900009354192022-02-0700009354192022-02-092022-02-0900009354192022-02-0900009354192019-04-012019-06-3000009354192022-07-012022-09-3000009354192024-07-012024-09-300000935419us-gaap:AccountsReceivableMember2024-09-300000935419us-gaap:AccountsReceivableMember2023-09-300000935419us-gaap:AccountsReceivableMember2022-09-3000009354192021-10-182021-10-180000935419rick:GentlemensClubsRelatedRealEstatePropertyAndIntellectualPropertyMember2021-10-182021-10-180000935419rick:TwoClubOwningEntitiesMember2021-10-180000935419rick:GentlemensClubsRelatedRealEstatePropertyAndIntellectualPropertyMember2021-10-180000935419rick:GentlemensClubsRelatedRealEstatePropertyAndIntellectualPropertyMemberrick:FourSellerFinancedNotesMember2021-10-182021-10-180000935419rick:GentlemensClubsRelatedRealEstatePropertyAndIntellectualPropertyMemberus-gaap:CommonStockMember2021-10-182021-10-180000935419rick:GentlemensClubsRelatedRealEstatePropertyAndIntellectualPropertyMemberus-gaap:LicensingAgreementsMember2021-10-180000935419rick:GentlemensClubsRelatedRealEstatePropertyAndIntellectualPropertyMemberus-gaap:TradeNamesMember2021-10-180000935419rick:GentlemensClubsRelatedRealEstatePropertyAndIntellectualPropertyMember2020-10-012021-09-300000935419rick:GentlemensClubsRelatedRealEstatePropertyAndIntellectualPropertyMember2021-10-012022-09-300000935419rick:GentlemensClubsRelatedRealEstatePropertyAndIntellectualPropertyMember2023-10-012024-09-300000935419rick:GentlemensClubsRelatedRealEstatePropertyAndIntellectualPropertyMember2022-10-012023-09-300000935419rick:ClubAndRelatedRealEstateInNewburghNewYorkMember2021-11-082021-11-080000935419rick:ClubAndRelatedRealEstateInNewburghNewYorkMemberrick:SellerFinanacedNotesMember2021-11-082021-11-080000935419rick:ClubAndRelatedRealEstateInNewburghNewYorkMemberrick:SevenYearPromissoryNoteMember2021-11-082021-11-080000935419rick:ClubAndRelatedRealEstateInNewburghNewYorkMemberrick:SevenYearPromissoryNoteMember2021-11-080000935419rick:ClubAndRelatedRealEstateInNewburghNewYorkMember2021-11-080000935419rick:ClubAndRelatedRealEstateInNewburghNewYorkMember2021-11-082022-09-300000935419rick:ClubAndRelatedRealEstateInNewburghNewYorkMember2020-10-012021-09-300000935419rick:ClubAndRelatedRealEstateInNewburghNewYorkMember2021-10-012022-09-300000935419rick:ClubInSouthFloridaMember2021-12-302021-12-300000935419rick:ClubInSouthFloridaMember2021-12-300000935419rick:RealEstateInStaffordTexasMember2022-03-012022-03-010000935419rick:RealEstateInLubbockTexasMember2022-03-012022-03-010000935419rick:ClubInMiamiFloridaMember2022-05-022022-05-020000935419rick:ClubInMiamiFloridaRealEstatePropertyMember2022-05-022022-05-020000935419rick:ClubInMiamiFloridaAdultEntertainmentBusinessMember2022-05-022022-05-020000935419rick:ClubInMiamiFloridaAdultEntertainmentBusinessMember2022-05-020000935419rick:ClubInMiamiFloridaMember2022-05-020000935419rick:ClubInMiamiFloridaMemberus-gaap:LicensingAgreementsMember2022-05-020000935419rick:ClubInMiamiFloridaMemberus-gaap:TradeNamesMember2022-05-020000935419rick:RealEstateInRowlettTexasMember2022-05-232022-05-230000935419rick:ClubInOdessaTexasMember2022-07-212022-07-210000935419rick:ClubInOdessaTexasRealEstatePropertyMember2022-07-212022-07-210000935419rick:ClubInOdessaTexasAdultEntertainmentBusinessMember2022-07-212022-07-210000935419rick:ClubInOdessaTexasAdultEntertainmentBusinessMember2022-07-210000935419rick:ClubInHallandaleBeachFloridaMember2022-07-272022-07-270000935419rick:ClubInHallandaleBeachAdultEntertainmentBusinessMember2022-07-272022-07-270000935419rick:ClubInHallandaleBeachRealEstatePropertyMember2022-07-272022-07-270000935419rick:ClubInHallandaleBeachFloridaMember2022-07-270000935419rick:RealEstateInHuntsvilleAlabamaMemberus-gaap:NotesPayableToBanksMember2022-08-180000935419rick:RealEstateInAustinTexasMember2022-09-122022-09-1200009354192022-09-1200009354192021-10-082021-10-0800009354192022-07-122022-07-1200009354192022-07-120000935419rick:RealEstateInLubbockTexasMember2022-10-102022-10-100000935419rick:ClubInDickinsonTexasMember2022-10-262022-10-260000935419rick:ClubInDickinsonTexasAdultEntertainmentBusinessMember2022-10-262022-10-260000935419rick:ClubInDickinsonTexasRealEstatePropertyMember2022-10-262022-10-260000935419rick:ClubInDickinsonTexasMember2022-10-260000935419rick:ClubInDickinsonTexasMemberus-gaap:LicensingAgreementsMember2022-10-260000935419rick:ClubInDickinsonTexasMemberus-gaap:TradeNamesMember2022-10-260000935419rick:ClubInDickinsonTexasMember2023-10-012024-09-300000935419rick:RealEstateInAuroraColoradoMember2022-11-082022-11-080000935419rick:RealEstateInCentralCityColoradoMember2022-12-052022-12-050000935419rick:RealEstateInCentralCityColoradoMember2023-02-062023-02-060000935419rick:RealEstateInFortWorthTexasMember2022-12-162022-12-160000935419rick:RealEstateInFortWorthTexasMember2022-12-160000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMember2022-12-202022-12-200000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMemberus-gaap:LandMember2022-12-200000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMemberus-gaap:BuildingAndBuildingImprovementsMember2022-12-200000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMemberrick:FurnitureFixturesAndEquipmentMember2022-12-200000935419us-gaap:LeasesAcquiredInPlaceMemberrick:FoodHallPropertyInGreenwoodVillageColoradoMember2022-12-200000935419us-gaap:LeasesAcquiredInPlaceMemberrick:FoodHallPropertyInGreenwoodVillageColoradoMember2022-12-202022-12-200000935419rick:BombshellsLocationInSanAntonioTexasMember2023-02-072023-02-070000935419rick:BombshellsLocationInSanAntonioTexasMember2023-02-070000935419rick:BombshellsLocationInSanAntonioTexasMemberrick:SixSellerFinancedPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2023-02-070000935419rick:BabyDollsChicasLocasMemberrick:A7SellerFinancingPromissoryNotesMember2023-03-162023-03-160000935419rick:A7SellerFinancingPromissoryNotesMemberus-gaap:NotesPayableToBanksMemberrick:BabyDollsChicasLocasMember2023-03-162023-03-160000935419rick:A7SellerFinancingPromissoryNotesMemberus-gaap:NotesPayableToBanksMemberrick:BabyDollsChicasLocasMember2023-03-160000935419rick:BabyDollsChicasLocasMemberus-gaap:CommonStockMember2023-03-162023-03-160000935419rick:BabyDollsChicasLocasMember2023-03-160000935419rick:BabyDollsChicasLocasMemberus-gaap:LineOfCreditMember2023-03-090000935419rick:BabyDollsChicasLocasMemberus-gaap:LicensingAgreementsMember2023-03-160000935419rick:BabyDollsChicasLocasMemberus-gaap:TradeNamesMember2023-03-160000935419rick:BabyDollsChicasLocasMember2022-10-012023-09-300000935419rick:BabyDollsChicasLocasMember2023-10-012024-09-300000935419rick:BabyDollsChicasLocasMember2021-10-012022-09-300000935419rick:BabyDollsChicasLocasMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-03-090000935419rick:BabyDollsChicasLocasMemberrick:NineSecuredPromissoryNotesMemberus-gaap:NotesPayableToBanksMember2023-03-160000935419rick:RealEstateInDenverColoradoMember2023-06-202023-06-200000935419rick:A712FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMemberrick:RealEstateInDenverColoradoMember2023-06-202023-06-200000935419rick:A712FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMemberrick:RealEstateInDenverColoradoMember2023-06-200000935419rick:HangarInArcolaTexasMember2022-10-112022-10-110000935419rick:NonIncomeProducingCorporatePropertyInDenverColoradoMember2023-02-062023-02-0600009354192023-08-032023-08-0300009354192022-11-042022-11-0400009354192023-06-2900009354192023-06-292023-06-290000935419rick:AdministartiveBuildingCentralCityColoradoMember2023-10-242023-10-240000935419rick:VacantLotCentralCityColoradoMember2023-10-242023-10-2400009354192024-05-3100009354192024-05-312024-05-3100009354192024-06-0600009354192024-06-062024-06-0600009354192024-09-012024-09-0100009354192023-10-012023-12-3100009354192024-01-012024-03-3000009354192024-03-312024-06-3000009354192022-10-012022-12-3100009354192023-01-012023-03-3100009354192023-04-012023-06-3000009354192023-07-012023-09-3000009354192021-10-012021-12-3100009354192022-01-012022-03-3100009354192022-04-012022-06-300000935419rick:CommercialBankIndebtednessMember2024-09-300000935419rick:CommercialBankIndebtednessMember2023-09-300000935419us-gaap:RelatedPartyMemberrick:EdAnakarAndNourdeanAnakarMember2021-10-122021-10-120000935419us-gaap:RelatedPartyMemberrick:AllenChhayAndBradleyChhayMember2021-10-122021-10-120000935419rick:NottinghamCreationsAndSherwoodForestCreationsLLCMember2023-10-012024-09-300000935419rick:NottinghamCreationsAndSherwoodForestCreationsLLCMember2022-10-012023-09-300000935419rick:NottinghamCreationsAndSherwoodForestCreationsLLCMember2021-10-012022-09-300000935419us-gaap:RelatedPartyMemberrick:NottinghamCreationsAndSherwoodForestCreationsLLCMember2024-09-300000935419us-gaap:RelatedPartyMemberrick:NottinghamCreationsAndSherwoodForestCreationsLLCMember2023-09-300000935419us-gaap:RelatedPartyMemberrick:TWMechanicalLLCMember2024-09-300000935419rick:ThirdPartyGeneralContractorMemberus-gaap:RelatedPartyMemberrick:TWMechanicalLLCMember2023-10-012024-09-300000935419rick:ThirdPartyGeneralContractorMemberus-gaap:RelatedPartyMemberrick:TWMechanicalLLCMember2022-10-012023-09-300000935419rick:ThirdPartyGeneralContractorMemberus-gaap:RelatedPartyMemberrick:TWMechanicalLLCMember2021-10-012022-09-300000935419rick:TWMechanicalLLCMember2023-10-012024-09-300000935419rick:TWMechanicalLLCMember2022-10-012023-09-300000935419rick:TWMechanicalLLCMember2021-10-012022-09-300000935419us-gaap:RelatedPartyMemberrick:TWMechanicalLLCMember2023-09-300000935419rick:PrincipalPaymentsMember2024-09-300000935419rick:InterestPaymentsMember2024-09-300000935419us-gaap:EquipmentMember2023-10-012024-09-300000935419us-gaap:EquipmentMember2022-10-012023-09-300000935419us-gaap:EquipmentMember2021-10-012022-09-3000009354192023-10-012023-12-140000935419rick:RealEstateInAustinTexasMemberus-gaap:SubsequentEventMember2024-11-142024-11-140000935419us-gaap:NotesPayableToBanksMemberrick:RealEstateInAustinTexasMemberus-gaap:SubsequentEventMember2024-11-142024-11-140000935419rick:A6PromissoryNoteMemberus-gaap:NotesPayableToBanksMemberrick:RealEstateInAustinTexasMemberus-gaap:SubsequentEventMember2024-11-140000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2021-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2021-10-012022-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2022-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2022-10-012023-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2023-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2023-10-012024-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2024-09-300000935419us-gaap:AllowanceForNotesReceivableMember2021-09-300000935419us-gaap:AllowanceForNotesReceivableMember2021-10-012022-09-300000935419us-gaap:AllowanceForNotesReceivableMember2022-09-300000935419us-gaap:AllowanceForNotesReceivableMember2022-10-012023-09-300000935419us-gaap:AllowanceForNotesReceivableMember2023-09-300000935419us-gaap:AllowanceForNotesReceivableMember2023-10-012024-09-300000935419us-gaap:AllowanceForNotesReceivableMember2024-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-10-012022-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-10-012023-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-10-012024-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-09-30

false2025FY0000935419P2Dhttp://rcihospitality.com/20250930#ImpairmentChargesAndOtherOperatingExpenseNet252120http://rcihospitality.com/20250930#ImpairmentChargesAndOtherOperatingExpenseNethttp://rcihospitality.com/20250930#ImpairmentChargesAndOtherOperatingExpenseNethttp://rcihospitality.com/20250930#ImpairmentChargesAndOtherOperatingExpenseNet1iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesrick:clubrick:restaurantrick:ventureProjectxbrli:purerick:subsidiaryrick:locationrick:reportingUnitrick:noterick:investorrick:employeerick:monthly_installmentrick:propertyrick:claimrick:individualrick:executiverick:memberrick:buildingrick:sellerrick:asset_purchase_agreementrick:stock_purchase_agreementrick:stockholder00009354192024-10-012025-09-3000009354192025-03-3100009354192026-03-1300009354192023-10-012024-09-3000009354192022-10-012023-09-300000935419us-gaap:RelatedPartyMember2024-10-012025-09-300000935419us-gaap:RelatedPartyMember2023-10-012024-09-300000935419us-gaap:RelatedPartyMember2022-10-012023-09-3000009354192024-09-3000009354192023-09-3000009354192022-09-3000009354192025-09-300000935419rick:AlcoholicBeveragesMember2024-10-012025-09-300000935419rick:AlcoholicBeveragesMember2023-10-012024-09-300000935419rick:AlcoholicBeveragesMember2022-10-012023-09-300000935419rick:FoodAndMerchandiseMember2024-10-012025-09-300000935419rick:FoodAndMerchandiseMember2023-10-012024-09-300000935419rick:FoodAndMerchandiseMember2022-10-012023-09-300000935419us-gaap:ServiceMember2024-10-012025-09-300000935419us-gaap:ServiceMember2023-10-012024-09-300000935419us-gaap:ServiceMember2022-10-012023-09-300000935419rick:OtherRevenuesMember2024-10-012025-09-300000935419rick:OtherRevenuesMember2023-10-012024-09-300000935419rick:OtherRevenuesMember2022-10-012023-09-300000935419rick:ServiceAndOtherMember2024-10-012025-09-300000935419rick:ServiceAndOtherMember2023-10-012024-09-300000935419rick:ServiceAndOtherMember2022-10-012023-09-300000935419us-gaap:CommonStockMember2022-09-300000935419us-gaap:AdditionalPaidInCapitalMember2022-09-300000935419us-gaap:RetainedEarningsMember2022-09-300000935419us-gaap:TreasuryStockCommonMember2022-09-300000935419us-gaap:NoncontrollingInterestMember2022-09-300000935419us-gaap:CommonStockMember2022-10-012023-09-300000935419us-gaap:AdditionalPaidInCapitalMember2022-10-012023-09-300000935419us-gaap:TreasuryStockCommonMember2022-10-012023-09-300000935419us-gaap:RetainedEarningsMember2022-10-012023-09-300000935419us-gaap:NoncontrollingInterestMember2022-10-012023-09-300000935419us-gaap:CommonStockMember2023-09-300000935419us-gaap:AdditionalPaidInCapitalMember2023-09-300000935419us-gaap:RetainedEarningsMember2023-09-300000935419us-gaap:TreasuryStockCommonMember2023-09-300000935419us-gaap:NoncontrollingInterestMember2023-09-300000935419us-gaap:TreasuryStockCommonMember2023-10-012024-09-300000935419us-gaap:CommonStockMember2023-10-012024-09-300000935419us-gaap:AdditionalPaidInCapitalMember2023-10-012024-09-300000935419us-gaap:RetainedEarningsMember2023-10-012024-09-300000935419us-gaap:NoncontrollingInterestMember2023-10-012024-09-300000935419us-gaap:CommonStockMember2024-09-300000935419us-gaap:AdditionalPaidInCapitalMember2024-09-300000935419us-gaap:RetainedEarningsMember2024-09-300000935419us-gaap:TreasuryStockCommonMember2024-09-300000935419us-gaap:NoncontrollingInterestMember2024-09-300000935419us-gaap:TreasuryStockCommonMember2024-10-012025-09-300000935419us-gaap:CommonStockMember2024-10-012025-09-300000935419us-gaap:AdditionalPaidInCapitalMember2024-10-012025-09-300000935419us-gaap:RetainedEarningsMember2024-10-012025-09-300000935419us-gaap:NoncontrollingInterestMember2024-10-012025-09-300000935419us-gaap:CommonStockMember2025-09-300000935419us-gaap:AdditionalPaidInCapitalMember2025-09-300000935419us-gaap:RetainedEarningsMember2025-09-300000935419us-gaap:TreasuryStockCommonMember2025-09-300000935419us-gaap:NoncontrollingInterestMember2025-09-300000935419srt:MinimumMember2024-10-012025-09-300000935419srt:MaximumMember2024-10-012025-09-300000935419us-gaap:AccountsReceivableMember2025-09-300000935419us-gaap:AccountsReceivableMember2024-09-300000935419us-gaap:NotesReceivableMember2025-09-300000935419us-gaap:NotesReceivableMember2024-09-300000935419srt:MinimumMemberus-gaap:BuildingMember2025-09-300000935419srt:MaximumMemberus-gaap:BuildingMember2025-09-300000935419srt:MinimumMemberrick:FurnitureAndEquipmentMember2025-09-300000935419srt:MaximumMemberrick:FurnitureAndEquipmentMember2025-09-300000935419rick:SOBLicensesMember2024-10-012025-09-300000935419rick:SOBLicensesMember2023-10-012024-09-300000935419rick:SOBLicensesMember2022-10-012023-09-300000935419us-gaap:ComputerSoftwareIntangibleAssetMember2022-10-012023-09-300000935419us-gaap:FairValueInputsLevel1Member2025-09-300000935419us-gaap:FairValueInputsLevel2Member2025-09-300000935419us-gaap:FairValueInputsLevel3Member2025-09-300000935419us-gaap:FairValueInputsLevel1Member2024-09-300000935419us-gaap:FairValueInputsLevel2Member2024-09-300000935419us-gaap:FairValueInputsLevel3Member2024-09-300000935419us-gaap:GoodwillMember2024-10-012025-09-300000935419us-gaap:GoodwillMember2023-10-012024-09-300000935419us-gaap:GoodwillMember2022-10-012023-09-300000935419us-gaap:PropertyPlantAndEquipmentMember2024-10-012025-09-300000935419us-gaap:PropertyPlantAndEquipmentMember2023-10-012024-09-300000935419us-gaap:PropertyPlantAndEquipmentMember2022-10-012023-09-300000935419us-gaap:IndefinitelivedIntangibleAssetsMember2024-10-012025-09-300000935419us-gaap:IndefinitelivedIntangibleAssetsMember2023-10-012024-09-300000935419us-gaap:IndefinitelivedIntangibleAssetsMember2022-10-012023-09-300000935419us-gaap:FiniteLivedIntangibleAssetsMember2024-10-012025-09-300000935419us-gaap:FiniteLivedIntangibleAssetsMember2023-10-012024-09-300000935419us-gaap:FiniteLivedIntangibleAssetsMember2022-10-012023-09-300000935419rick:OperatingLeaseRightOfUseAssetsMember2024-10-012025-09-300000935419rick:OperatingLeaseRightOfUseAssetsMember2023-10-012024-09-300000935419rick:OperatingLeaseRightOfUseAssetsMember2022-10-012023-09-300000935419us-gaap:OtherAssetsMember2024-10-012025-09-300000935419us-gaap:OtherAssetsMember2023-10-012024-09-300000935419us-gaap:OtherAssetsMember2022-10-012023-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputEbitdaMultipleMember2025-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberus-gaap:MeasurementInputEbitdaMultipleMember2025-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberus-gaap:MeasurementInputEbitdaMultipleMember2024-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberus-gaap:MeasurementInputEbitdaMultipleMember2024-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberus-gaap:MeasurementInputEbitdaMultipleMember2024-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberus-gaap:MeasurementInputEbitdaMultipleMember2023-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberus-gaap:MeasurementInputEbitdaMultipleMember2023-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberus-gaap:MeasurementInputEbitdaMultipleMember2023-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberrick:MeasurementInputRevenueEBITDAGrowthRateMember2025-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberrick:MeasurementInputRevenueEBITDAGrowthRateMember2025-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberrick:MeasurementInputRevenueEBITDAGrowthRateMember2024-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberrick:MeasurementInputRevenueEBITDAGrowthRateMember2024-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberrick:MeasurementInputRevenueEBITDAGrowthRateMember2024-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberrick:MeasurementInputRevenueEBITDAGrowthRateMember2023-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberrick:MeasurementInputRevenueEBITDAGrowthRateMember2023-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberrick:MeasurementInputRevenueEBITDAGrowthRateMember2023-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2025-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2025-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2024-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2024-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2023-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2023-09-300000935419rick:SOBLicensesMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMemberrick:MeasurementInputRevenueEBITDAGrowthRateMember2025-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:WeightedAverageMember2025-09-300000935419rick:SOBLicensesMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMemberrick:MeasurementInputRevenueEBITDAGrowthRateMember2024-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:WeightedAverageMember2024-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:MinimumMember2023-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:MaximumMember2023-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputRevenueEBITDAGrowthRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:WeightedAverageMember2023-09-300000935419rick:SOBLicensesMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2025-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:WeightedAverageMember2025-09-300000935419rick:SOBLicensesMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2024-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:WeightedAverageMember2024-09-300000935419rick:SOBLicensesMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2023-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:WeightedAverageMember2023-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:MinimumMember2025-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:MaximumMember2025-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:WeightedAverageMember2025-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:MinimumMember2024-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:MaximumMember2024-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:WeightedAverageMember2024-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:MinimumMember2023-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:MaximumMember2023-09-300000935419rick:SOBLicensesMemberrick:MeasurementInputContributoryAssetChargesRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueMultiperiodExcessEarningsMembersrt:WeightedAverageMember2023-09-300000935419us-gaap:TradeNamesMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMemberrick:MeasurementInputRevenueGrowthRateMember2025-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:WeightedAverageMember2025-09-300000935419us-gaap:TradeNamesMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMemberrick:MeasurementInputRevenueGrowthRateMember2024-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:WeightedAverageMember2024-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:MinimumMember2023-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:MaximumMember2023-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRevenueGrowthRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:WeightedAverageMember2023-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:MinimumMember2025-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:MaximumMember2025-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:WeightedAverageMember2025-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:MinimumMember2024-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:MaximumMember2024-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:WeightedAverageMember2024-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:MinimumMember2023-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:MaximumMember2023-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputRoyaltyRateMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:WeightedAverageMember2023-09-300000935419us-gaap:TradeNamesMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2025-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:WeightedAverageMember2025-09-300000935419us-gaap:TradeNamesMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2024-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:WeightedAverageMember2024-09-300000935419us-gaap:TradeNamesMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMemberrick:MeasurementInputWeightedAverageCostOfCapitalMember2023-09-300000935419us-gaap:TradeNamesMemberrick:MeasurementInputWeightedAverageCostOfCapitalMemberus-gaap:FairValueInputsLevel3Memberrick:ValuationTechniqueReliefFromRoyaltyMethodMembersrt:WeightedAverageMember2023-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberrick:MeasurementInputEBITDAGrowthRateMember2024-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberrick:MeasurementInputEBITDAGrowthRateMember2024-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberrick:MeasurementInputEBITDAGrowthRateMember2024-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberrick:MeasurementInputEBITDAGrowthRateMember2023-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberrick:MeasurementInputEBITDAGrowthRateMember2023-09-300000935419us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberrick:MeasurementInputEBITDAGrowthRateMember2023-09-300000935419rick:NightclubsMember2024-10-012025-09-300000935419rick:BombshellsMember2024-10-012025-09-300000935419rick:ReportableSegmentsExcludingOtherMember2024-10-012025-09-300000935419rick:NightclubsMember2023-10-012024-09-300000935419rick:BombshellsMember2023-10-012024-09-300000935419rick:ReportableSegmentsExcludingOtherMember2023-10-012024-09-300000935419rick:NightclubsMember2022-10-012023-09-300000935419rick:BombshellsMember2022-10-012023-09-300000935419rick:ReportableSegmentsExcludingOtherMember2022-10-012023-09-300000935419us-gaap:IntersegmentEliminationMemberrick:NightclubsMember2024-10-012025-09-300000935419us-gaap:IntersegmentEliminationMemberrick:BombshellsMember2024-10-012025-09-300000935419us-gaap:IntersegmentEliminationMemberrick:ReportableSegmentsExcludingOtherMember2024-10-012025-09-300000935419us-gaap:IntersegmentEliminationMemberrick:NightclubsMember2023-10-012024-09-300000935419us-gaap:IntersegmentEliminationMemberrick:BombshellsMember2023-10-012024-09-300000935419us-gaap:IntersegmentEliminationMemberrick:ReportableSegmentsExcludingOtherMember2023-10-012024-09-300000935419us-gaap:IntersegmentEliminationMemberrick:NightclubsMember2022-10-012023-09-300000935419us-gaap:IntersegmentEliminationMemberrick:BombshellsMember2022-10-012023-09-300000935419us-gaap:IntersegmentEliminationMemberrick:ReportableSegmentsExcludingOtherMember2022-10-012023-09-300000935419us-gaap:OperatingSegmentsMemberrick:NightclubsMember2024-10-012025-09-300000935419us-gaap:OperatingSegmentsMemberrick:BombshellsMember2024-10-012025-09-300000935419us-gaap:OperatingSegmentsMemberrick:ReportableSegmentsExcludingOtherMember2024-10-012025-09-300000935419us-gaap:OperatingSegmentsMemberrick:NightclubsMember2023-10-012024-09-300000935419us-gaap:OperatingSegmentsMemberrick:BombshellsMember2023-10-012024-09-300000935419us-gaap:OperatingSegmentsMemberrick:ReportableSegmentsExcludingOtherMember2023-10-012024-09-300000935419us-gaap:OperatingSegmentsMemberrick:NightclubsMember2022-10-012023-09-300000935419us-gaap:OperatingSegmentsMemberrick:BombshellsMember2022-10-012023-09-300000935419us-gaap:OperatingSegmentsMemberrick:ReportableSegmentsExcludingOtherMember2022-10-012023-09-300000935419us-gaap:OperatingSegmentsMemberrick:OtherSegmentMember2024-10-012025-09-300000935419us-gaap:OperatingSegmentsMemberrick:OtherSegmentMember2023-10-012024-09-300000935419us-gaap:OperatingSegmentsMemberrick:OtherSegmentMember2022-10-012023-09-300000935419us-gaap:IntersegmentEliminationMember2024-10-012025-09-300000935419us-gaap:IntersegmentEliminationMember2023-10-012024-09-300000935419us-gaap:IntersegmentEliminationMember2022-10-012023-09-300000935419srt:ConsolidationEliminationsMember2024-10-012025-09-300000935419srt:ConsolidationEliminationsMember2023-10-012024-09-300000935419srt:ConsolidationEliminationsMember2022-10-012023-09-300000935419us-gaap:OperatingSegmentsMember2024-10-012025-09-300000935419us-gaap:OperatingSegmentsMember2023-10-012024-09-300000935419us-gaap:OperatingSegmentsMember2022-10-012023-09-300000935419us-gaap:MaterialReconcilingItemsMember2024-10-012025-09-300000935419us-gaap:MaterialReconcilingItemsMember2023-10-012024-09-300000935419us-gaap:MaterialReconcilingItemsMember2022-10-012023-09-300000935419us-gaap:CorporateNonSegmentMember2024-10-012025-09-300000935419us-gaap:CorporateNonSegmentMember2023-10-012024-09-300000935419us-gaap:CorporateNonSegmentMember2022-10-012023-09-300000935419us-gaap:OperatingSegmentsMemberrick:NightclubsMember2025-09-300000935419us-gaap:OperatingSegmentsMemberrick:BombshellsMember2025-09-300000935419us-gaap:OperatingSegmentsMember2025-09-300000935419us-gaap:OperatingSegmentsMemberrick:NightclubsMember2024-09-300000935419us-gaap:OperatingSegmentsMemberrick:BombshellsMember2024-09-300000935419us-gaap:OperatingSegmentsMember2024-09-300000935419us-gaap:OperatingSegmentsMemberrick:NightclubsMember2023-09-300000935419us-gaap:OperatingSegmentsMemberrick:BombshellsMember2023-09-300000935419us-gaap:OperatingSegmentsMember2023-09-300000935419us-gaap:MaterialReconcilingItemsMember2025-09-300000935419us-gaap:MaterialReconcilingItemsMember2024-09-300000935419us-gaap:MaterialReconcilingItemsMember2023-09-300000935419us-gaap:CorporateNonSegmentMember2025-09-300000935419us-gaap:CorporateNonSegmentMember2024-09-300000935419us-gaap:CorporateNonSegmentMember2023-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:NightclubsMember2024-10-012025-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:BombshellsMember2024-10-012025-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:OtherSegmentMember2024-10-012025-09-300000935419rick:SalesofAlcoholicBeveragesMember2024-10-012025-09-300000935419us-gaap:FoodAndBeverageMemberrick:NightclubsMember2024-10-012025-09-300000935419us-gaap:FoodAndBeverageMemberrick:BombshellsMember2024-10-012025-09-300000935419us-gaap:FoodAndBeverageMemberrick:OtherSegmentMember2024-10-012025-09-300000935419us-gaap:FoodAndBeverageMember2024-10-012025-09-300000935419us-gaap:ServiceMemberrick:NightclubsMember2024-10-012025-09-300000935419us-gaap:ServiceMemberrick:BombshellsMember2024-10-012025-09-300000935419us-gaap:ServiceMemberrick:OtherSegmentMember2024-10-012025-09-300000935419rick:OtherRevenuesMemberrick:NightclubsMember2024-10-012025-09-300000935419rick:OtherRevenuesMemberrick:BombshellsMember2024-10-012025-09-300000935419rick:OtherRevenuesMemberrick:OtherSegmentMember2024-10-012025-09-300000935419rick:OtherSegmentMember2024-10-012025-09-300000935419rick:NightclubsMemberus-gaap:TransferredAtPointInTimeMember2024-10-012025-09-300000935419rick:BombshellsMemberus-gaap:TransferredAtPointInTimeMember2024-10-012025-09-300000935419rick:OtherSegmentMemberus-gaap:TransferredAtPointInTimeMember2024-10-012025-09-300000935419us-gaap:TransferredAtPointInTimeMember2024-10-012025-09-300000935419rick:NightclubsMemberus-gaap:TransferredOverTimeMember2024-10-012025-09-300000935419rick:BombshellsMemberus-gaap:TransferredOverTimeMember2024-10-012025-09-300000935419rick:OtherSegmentMemberus-gaap:TransferredOverTimeMember2024-10-012025-09-300000935419us-gaap:TransferredOverTimeMember2024-10-012025-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:NightclubsMember2023-10-012024-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:BombshellsMember2023-10-012024-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:OtherSegmentMember2023-10-012024-09-300000935419rick:SalesofAlcoholicBeveragesMember2023-10-012024-09-300000935419us-gaap:FoodAndBeverageMemberrick:NightclubsMember2023-10-012024-09-300000935419us-gaap:FoodAndBeverageMemberrick:BombshellsMember2023-10-012024-09-300000935419us-gaap:FoodAndBeverageMemberrick:OtherSegmentMember2023-10-012024-09-300000935419us-gaap:FoodAndBeverageMember2023-10-012024-09-300000935419us-gaap:ServiceMemberrick:NightclubsMember2023-10-012024-09-300000935419us-gaap:ServiceMemberrick:BombshellsMember2023-10-012024-09-300000935419us-gaap:ServiceMemberrick:OtherSegmentMember2023-10-012024-09-300000935419rick:OtherRevenuesMemberrick:NightclubsMember2023-10-012024-09-300000935419rick:OtherRevenuesMemberrick:BombshellsMember2023-10-012024-09-300000935419rick:OtherRevenuesMemberrick:OtherSegmentMember2023-10-012024-09-300000935419rick:OtherSegmentMember2023-10-012024-09-300000935419rick:NightclubsMemberus-gaap:TransferredAtPointInTimeMember2023-10-012024-09-300000935419rick:BombshellsMemberus-gaap:TransferredAtPointInTimeMember2023-10-012024-09-300000935419rick:OtherSegmentMemberus-gaap:TransferredAtPointInTimeMember2023-10-012024-09-300000935419us-gaap:TransferredAtPointInTimeMember2023-10-012024-09-300000935419rick:NightclubsMemberus-gaap:TransferredOverTimeMember2023-10-012024-09-300000935419rick:BombshellsMemberus-gaap:TransferredOverTimeMember2023-10-012024-09-300000935419rick:OtherSegmentMemberus-gaap:TransferredOverTimeMember2023-10-012024-09-300000935419us-gaap:TransferredOverTimeMember2023-10-012024-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:NightclubsMember2022-10-012023-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:BombshellsMember2022-10-012023-09-300000935419rick:SalesofAlcoholicBeveragesMemberrick:OtherSegmentMember2022-10-012023-09-300000935419rick:SalesofAlcoholicBeveragesMember2022-10-012023-09-300000935419us-gaap:FoodAndBeverageMemberrick:NightclubsMember2022-10-012023-09-300000935419us-gaap:FoodAndBeverageMemberrick:BombshellsMember2022-10-012023-09-300000935419us-gaap:FoodAndBeverageMemberrick:OtherSegmentMember2022-10-012023-09-300000935419us-gaap:FoodAndBeverageMember2022-10-012023-09-300000935419us-gaap:ServiceMemberrick:NightclubsMember2022-10-012023-09-300000935419us-gaap:ServiceMemberrick:BombshellsMember2022-10-012023-09-300000935419us-gaap:ServiceMemberrick:OtherSegmentMember2022-10-012023-09-300000935419rick:OtherRevenuesMemberrick:NightclubsMember2022-10-012023-09-300000935419rick:OtherRevenuesMemberrick:BombshellsMember2022-10-012023-09-300000935419rick:OtherRevenuesMemberrick:OtherSegmentMember2022-10-012023-09-300000935419rick:OtherSegmentMember2022-10-012023-09-300000935419rick:NightclubsMemberus-gaap:TransferredAtPointInTimeMember2022-10-012023-09-300000935419rick:BombshellsMemberus-gaap:TransferredAtPointInTimeMember2022-10-012023-09-300000935419rick:OtherSegmentMemberus-gaap:TransferredAtPointInTimeMember2022-10-012023-09-300000935419us-gaap:TransferredAtPointInTimeMember2022-10-012023-09-300000935419rick:NightclubsMemberus-gaap:TransferredOverTimeMember2022-10-012023-09-300000935419rick:BombshellsMemberus-gaap:TransferredOverTimeMember2022-10-012023-09-300000935419rick:OtherSegmentMemberus-gaap:TransferredOverTimeMember2022-10-012023-09-300000935419us-gaap:TransferredOverTimeMember2022-10-012023-09-300000935419rick:AdRevenueMember2023-09-300000935419rick:AdRevenueMember2023-10-012024-09-300000935419rick:AdRevenueMember2024-09-300000935419rick:AdRevenueMember2024-10-012025-09-300000935419rick:AdRevenueMember2025-09-300000935419rick:ExpoRevenueMember2023-09-300000935419rick:ExpoRevenueMember2023-10-012024-09-300000935419rick:ExpoRevenueMember2024-09-300000935419rick:ExpoRevenueMember2024-10-012025-09-300000935419rick:ExpoRevenueMember2025-09-300000935419rick:OtherMember2023-09-300000935419rick:OtherMember2023-10-012024-09-300000935419rick:OtherMember2024-09-300000935419rick:OtherMember2024-10-012025-09-300000935419rick:OtherMember2025-09-3000009354192020-12-2200009354192020-12-222020-12-2200009354192022-05-0200009354192022-05-022022-05-020000935419srt:MinimumMember2025-09-300000935419srt:MaximumMember2025-09-300000935419us-gaap:LandMember2025-09-300000935419us-gaap:LandMember2024-09-300000935419us-gaap:BuildingAndBuildingImprovementsMember2025-09-300000935419us-gaap:BuildingAndBuildingImprovementsMember2024-09-300000935419us-gaap:EquipmentMember2025-09-300000935419us-gaap:EquipmentMember2024-09-300000935419us-gaap:FurnitureAndFixturesMember2025-09-300000935419us-gaap:FurnitureAndFixturesMember2024-09-300000935419us-gaap:LicensingAgreementsMember2025-09-300000935419us-gaap:LicensingAgreementsMember2024-09-300000935419us-gaap:TradeNamesMember2025-09-300000935419us-gaap:TradeNamesMember2024-09-300000935419rick:DiscountedLeasesMember2025-09-300000935419rick:DiscountedLeasesMember2024-09-300000935419us-gaap:NoncompeteAgreementsMember2025-09-300000935419us-gaap:NoncompeteAgreementsMember2024-09-300000935419rick:SoftwareMember2025-09-300000935419rick:SoftwareMember2024-09-300000935419us-gaap:LicensingAgreementsMember2025-09-300000935419us-gaap:LicensingAgreementsMember2024-09-300000935419us-gaap:LeasesAcquiredInPlaceMember2025-09-300000935419us-gaap:LeasesAcquiredInPlaceMember2024-09-300000935419us-gaap:TradeNamesMember2023-10-012024-09-300000935419rick:NotePayableAt8MaturesOctober2027Member2025-09-300000935419rick:NotePayableAt8MaturesOctober2027Member2024-09-300000935419rick:NotePayableAt8MaturesMay2029Member2025-09-300000935419rick:NotePayableAt8MaturesMay2029Member2024-09-300000935419rick:NotePayableAt599MaturesSeptember2033Member2025-09-300000935419rick:NotePayableAt599MaturesSeptember2033Member2024-09-300000935419rick:NotePayableAt525MaturesSeptember2031Member2025-09-300000935419rick:NotePayableAt525MaturesSeptember2031Member2024-09-300000935419rick:NotesPayableAt12MaturesOctober2026Member2025-09-300000935419rick:NotesPayableAt12MaturesOctober2026Member2024-09-300000935419rick:ANotesPayableAt12MaturesNovember2027Member2025-09-300000935419rick:ANotesPayableAt12MaturesNovember2027Member2024-09-300000935419rick:A1NotesPayableAt12MaturesNovember2027Member2025-09-300000935419rick:A1NotesPayableAt12MaturesNovember2027Member2024-09-300000935419rick:NotePayableAt525MaturesOctober2031Member2025-09-300000935419rick:NotePayableAt525MaturesOctober2031Member2024-09-300000935419rick:NotePayableAt6MaturesOctober2031Member2025-09-300000935419rick:NotePayableAt6MaturesOctober2031Member2024-09-300000935419rick:NotePayableAt6MaturesOctober2041Member2025-09-300000935419rick:NotePayableAt6MaturesOctober2041Member2024-09-300000935419rick:ANotePayableAt6MaturesOctober2041Member2025-09-300000935419rick:ANotePayableAt6MaturesOctober2041Member2024-09-300000935419rick:NotePayableAt4MaturesNovember2028Member2025-09-300000935419rick:NotePayableAt4MaturesNovember2028Member2024-09-300000935419rick:NotePayableAt525MaturesJanuary2032Member2025-09-300000935419rick:NotePayableAt525MaturesJanuary2032Member2024-09-300000935419rick:NotePayableAt425MaturesFebruary2043Member2025-09-300000935419rick:NotePayableAt425MaturesFebruary2043Member2024-09-300000935419rick:NotePayableAt10MaturesSeptember2026Member2025-09-300000935419rick:NotePayableAt10MaturesSeptember2026Member2024-09-300000935419rick:NotePayableAt10MaturesMay2032Member2025-09-300000935419rick:NotePayableAt10MaturesMay2032Member2024-09-300000935419rick:NotePayableAt6MaturesJuly2029Member2025-09-300000935419rick:NotePayableAt6MaturesJuly2029Member2024-09-300000935419rick:NotePayableAt6MaturesJuly2032Member2025-09-300000935419rick:NotePayableAt6MaturesJuly2032Member2024-09-300000935419rick:NotePayableAt6MaturesAugust2032Member2025-09-300000935419rick:NotePayableAt6MaturesAugust2032Member2024-09-300000935419rick:NotePayableAt7.79MaturesAugust2039Member2025-09-300000935419rick:NotePayableAt7.79MaturesAugust2039Member2024-09-300000935419rick:NotePayableAt479MaturesOctober2042Member2025-09-300000935419rick:NotePayableAt479MaturesOctober2042Member2024-09-300000935419rick:NotePayableInitiallyAt6MaturesOctober2024Member2025-09-300000935419rick:NotePayableInitiallyAt6MaturesOctober2024Member2024-09-300000935419rick:NotePayableAt6MaturesOctober2037Member2025-09-300000935419rick:NotePayableAt6MaturesOctober2037Member2024-09-300000935419rick:NotePayableInitiallyAt7.79MaturesAugust2039Member2025-09-300000935419rick:NotePayableInitiallyAt7.79MaturesAugust2039Member2024-09-300000935419rick:NotePayableAt667MaturesJanuary2028Member2025-09-300000935419rick:NotePayableAt667MaturesJanuary2028Member2024-09-300000935419rick:NotesPayableAt7MaturesMarch2033Member2025-09-300000935419rick:NotesPayableAt7MaturesMarch2033Member2024-09-300000935419rick:NotePayableInitiallyAt8.75MaturesMarch2027Member2025-09-300000935419rick:NotePayableInitiallyAt8.75MaturesMarch2027Member2024-09-300000935419rick:NotePayableInitiallyAt712MaturesJune2028Member2025-09-300000935419rick:NotePayableInitiallyAt712MaturesJune2028Member2024-09-300000935419rick:NotePayableInitiallyAt8.50MaturesNovember2033Member2025-09-300000935419rick:NotePayableInitiallyAt8.50MaturesNovember2033Member2024-09-300000935419rick:NotePayableInitiallyAt8.25MaturesApril2034Member2025-09-300000935419rick:NotePayableInitiallyAt8.25MaturesApril2034Member2024-09-300000935419rick:NotePayableAt6.99MaturesOctober2041Member2025-09-300000935419rick:NotePayableAt6.99MaturesOctober2041Member2024-09-300000935419rick:NotePayableAt8MaturesJanuary2030Member2025-09-300000935419rick:NotePayableAt8MaturesJanuary2030Member2024-09-300000935419rick:NotesPayableAt7MatureJune2030Member2025-09-300000935419rick:NotesPayableAt7MatureJune2030Member2024-09-300000935419rick:SecuredByRealEstateMemberus-gaap:SecuredDebtMember2025-09-300000935419rick:SecuredByRealEstateMemberus-gaap:SecuredDebtMember2024-09-300000935419rick:SecuredByStockInSubsidiaryMemberus-gaap:SecuredDebtMember2025-09-300000935419rick:SecuredByStockInSubsidiaryMemberus-gaap:SecuredDebtMember2024-09-300000935419rick:SecuredByOtherAssetsMemberus-gaap:SecuredDebtMember2025-09-300000935419rick:SecuredByOtherAssetsMemberus-gaap:SecuredDebtMember2024-09-300000935419us-gaap:UnsecuredDebtMember2025-09-300000935419us-gaap:UnsecuredDebtMember2024-09-300000935419rick:ScarlettsAcquisitionMember2017-05-082017-05-080000935419rick:PromissoryNoteOneMemberrick:ScarlettsAcquisitionMember2017-05-080000935419rick:PromissoryNoteOneMemberrick:ScarlettsAcquisitionMember2017-05-082017-05-080000935419rick:PromissoryNoteTwoMemberrick:ScarlettsAcquisitionMember2017-05-082017-05-080000935419rick:PromissoryNoteTwoMemberrick:ScarlettsAcquisitionMember2017-05-080000935419us-gaap:ShortTermDebtMemberrick:ScarlettsAcquisitionMember2017-05-080000935419us-gaap:ShortTermDebtMemberrick:ScarlettsAcquisitionMemberrick:OctobeOneTwoThousandAndtwentyTwoMember2017-05-080000935419us-gaap:ShortTermDebtMemberrick:ScarlettsAcquisitionMember2017-05-080000935419rick:LenderMember2017-12-072017-12-070000935419rick:LenderMember2017-12-070000935419rick:OldAircraftsNotePayableMemberrick:LenderMember2017-12-070000935419rick:SeptemberTwoThousandAndTwentyOneRefinancingNoteMember2021-09-300000935419rick:SeptemberTwoThousandAndTwentyOneRefinancingNoteMember2021-09-302021-09-300000935419rick:ScarlettsAcquisitionMember2017-05-310000935419rick:ScarlettsAcquisitionMember2021-10-120000935419us-gaap:UnsecuredDebtMember2021-10-120000935419us-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:UnsecuredDebtMember2021-10-120000935419us-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:UnsecuredDebtMember2021-10-120000935419us-gaap:UnsecuredDebtMember2021-10-122021-10-1200009354192021-10-120000935419us-gaap:RelatedPartyMemberrick:NoteOneMemberus-gaap:UnsecuredDebtMember2021-10-120000935419us-gaap:RelatedPartyMemberrick:NoteTwoMemberus-gaap:UnsecuredDebtMember2021-10-120000935419rick:NonofficerEmployeeOneMemberus-gaap:UnsecuredDebtMember2021-10-120000935419rick:NonofficerEmployeeTwoMemberus-gaap:UnsecuredDebtMember2021-10-1200009354192021-10-180000935419rick:FirstPromissoryNoteMember2021-10-182021-10-180000935419rick:FirstPromissoryNoteMember2021-10-180000935419rick:SecondPromissoryNoteMember2021-10-182021-10-180000935419rick:SecondPromissoryNoteMember2021-10-180000935419rick:ThirdPromissoryNoteMember2021-10-182021-10-180000935419rick:ThirdPromissoryNoteMember2021-10-180000935419rick:FourthPromissoryNoteMember2021-10-182021-10-180000935419rick:FourthPromissoryNoteMember2021-10-1800009354192021-11-0800009354192021-11-082021-11-080000935419us-gaap:NotesPayableToBanksMember2022-01-250000935419us-gaap:NotesPayableToBanksMember2022-01-252022-01-250000935419us-gaap:UsTreasuryUstInterestRateMemberus-gaap:NotesPayableToBanksMember2022-01-252022-01-250000935419rick:USTreasuryUSTInterestRateFloorMemberus-gaap:NotesPayableToBanksMember2022-01-252022-01-2500009354192022-01-250000935419us-gaap:NotesPayableToBanksMember2022-03-010000935419us-gaap:NotesPayableToBanksMember2022-03-012022-03-010000935419rick:ClubInMiamiFloridaAdultEntertainmentBusinessMemberrick:A10ThreeYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-05-022022-05-020000935419rick:ClubInMiamiFloridaAdultEntertainmentBusinessMemberrick:A10ThreeYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-05-020000935419rick:ClubInMiamiFloridaAdultEntertainmentBusinessMemberrick:A10TenYearInterestOnlyPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-05-022022-05-020000935419rick:ClubInMiamiFloridaAdultEntertainmentBusinessMemberrick:A10TenYearInterestOnlyPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-05-020000935419rick:ClubInOdessaTexasAdultEntertainmentBusinessMemberrick:A6SellerFinancedPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-210000935419rick:ClubInOdessaTexasAdultEntertainmentBusinessMemberrick:A6SellerFinancedPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-212022-07-210000935419us-gaap:NotesPayableToBanksMember2022-07-270000935419rick:ClubInHallandaleBeachAdultEntertainmentBusinessMemberrick:A6TenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-270000935419rick:ClubInHallandaleBeachAdultEntertainmentBusinessMemberrick:A6TenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-272022-07-270000935419rick:ClubInHallandaleBeachRealEstatePropertyMemberrick:A6TenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-270000935419rick:ClubInHallandaleBeachRealEstatePropertyMemberrick:A6TenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-07-272022-07-270000935419rick:RealEstateInHuntsvilleAlabamaMember2022-08-182022-08-180000935419us-gaap:NotesPayableToBanksMember2022-08-180000935419us-gaap:NotesPayableToBanksMember2022-08-182022-08-180000935419us-gaap:NotesPayableToBanksMember2024-08-310000935419us-gaap:UnsecuredDebtMember2022-08-182022-08-180000935419us-gaap:NotesPayableToBanksMember2023-08-1800009354192022-09-232022-09-230000935419us-gaap:NotesPayableToBanksMember2022-09-230000935419us-gaap:NotesPayableToBanksMember2022-10-100000935419us-gaap:NotesPayableToBanksMember2022-10-102022-10-100000935419rick:ClubInDickinsonTexasAdultEntertainmentBusinessMemberrick:A6FifteenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-10-260000935419rick:ClubInDickinsonTexasAdultEntertainmentBusinessMemberrick:A6FifteenYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-10-262022-10-260000935419us-gaap:NotesPayableToBanksMember2022-11-180000935419us-gaap:NotesPayableToBanksMember2022-11-182022-11-180000935419us-gaap:UnsecuredDebtMember2022-11-182022-11-180000935419us-gaap:NotesPayableToBanksMember2023-11-180000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMemberrick:A667FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-12-200000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMemberrick:A667FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2022-12-202022-12-200000935419us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-03-090000935419us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-03-092023-03-090000935419rick:BabyDollsChicasLocasMember2023-03-162023-03-160000935419rick:NineSecuredPromissoryNotesMemberus-gaap:NotesPayableToBanksMember2023-03-160000935419rick:NineSecuredPromissoryNotesMemberus-gaap:NotesPayableToBanksMember2023-03-162023-03-160000935419rick:PromissoryNoteRelatedToRealEstatePropertiesMemberus-gaap:NotesPayableToBanksMember2023-03-160000935419rick:RealEstateInDenverColoradoMemberrick:A712FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2023-06-180000935419rick:RealEstateInDenverColoradoMemberrick:A712FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2023-06-182023-06-180000935419us-gaap:UnsecuredDebtMember2023-10-2500009354192023-10-250000935419us-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:UnsecuredDebtMember2025-09-300000935419us-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:UnsecuredDebtMember2025-09-300000935419us-gaap:UnsecuredDebtMember2024-10-012025-09-300000935419us-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:UnsecuredDebtMember2021-10-310000935419rick:PromissoryNoteMemberus-gaap:UnsecuredDebtMember2025-09-300000935419us-gaap:ConstructionLoansMember2023-11-170000935419us-gaap:ConstructionLoansMember2023-11-172023-11-170000935419us-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:ConstructionLoansMember2023-11-172023-11-170000935419us-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:ConstructionLoansMember2023-11-172023-11-170000935419rick:TermLoanMember2024-04-300000935419rick:TermLoanMember2024-04-302024-04-300000935419rick:BankLoanOctober2022Memberus-gaap:SecuredDebtMember2024-11-260000935419rick:November2024ConstructionLoanMemberus-gaap:ConstructionLoansMember2024-11-260000935419rick:November2024ConstructionLoanMemberus-gaap:ConstructionLoansMember2024-11-262024-11-260000935419rick:A8.0SellerFinancedPromissoryNoteMemberrick:ClubInTheDetroitMichiganMember2025-01-210000935419rick:A8.0SellerFinancedPromissoryNoteMemberrick:ClubInTheDetroitMichiganMember2025-01-212025-01-210000935419us-gaap:LineOfCreditMemberus-gaap:LineOfCreditMember2025-02-260000935419rick:A7.0SellerFinancedPromissoryNoteMemberrick:PlatinumWestMember2025-04-070000935419rick:A7.0SellerFinancedPromissoryNoteMemberrick:PlatinumWestMember2025-04-072025-04-070000935419rick:A7.0SellerFinancedPromissoryNoteMemberrick:PlatinumPlusMember2025-06-070000935419rick:A7.0SellerFinancedPromissoryNoteMemberrick:PlatinumPlusMember2025-06-072025-06-070000935419rick:RegularAmortizationMember2025-09-300000935419rick:BalloonPaymentsMember2025-09-300000935419stpr:TX2024-10-012025-09-300000935419stpr:TX2023-10-012024-09-300000935419stpr:TX2022-10-012023-09-300000935419stpr:NY2024-10-012025-09-300000935419stpr:NY2023-10-012024-09-300000935419stpr:NY2022-10-012023-09-300000935419stpr:FL2024-10-012025-09-300000935419stpr:FL2023-10-012024-09-300000935419stpr:FL2022-10-012023-09-300000935419stpr:IL2024-10-012025-09-300000935419stpr:IL2023-10-012024-09-300000935419stpr:IL2022-10-012023-09-300000935419stpr:CO2024-10-012025-09-300000935419stpr:CO2023-10-012024-09-300000935419stpr:CO2022-10-012023-09-300000935419rick:OtherMember2024-10-012025-09-300000935419rick:OtherMember2023-10-012024-09-300000935419rick:OtherMember2022-10-012023-09-300000935419rick:IndemnityInsuranceCorporationMember2014-04-102014-04-100000935419rick:IndemnityInsuranceCorporationMember2025-09-300000935419rick:IndemnityInsuranceCorporationMember2024-10-012025-09-3000009354192024-05-2900009354192025-09-1600009354192025-04-142025-04-140000935419rick:CompensatoryDamagesMemberrick:JAIPhoenixMember2017-04-012017-04-300000935419rick:PunitiveDamagesMemberrick:JAIPhoenixMember2017-04-012017-04-300000935419rick:Mr.PanamenoMember2025-06-012025-06-300000935419rick:JAIPhoenixMember2025-06-012025-06-300000935419rick:CompensatoryDamagesMember2025-06-012025-06-300000935419rick:PunitiveDamagesMember2025-06-012025-06-3000009354192023-03-012023-03-3100009354192023-09-012023-09-300000935419rick:PrincipalPaymentsMember2025-09-300000935419rick:InterestPaymentsMember2025-09-300000935419us-gaap:EquipmentMember2024-10-012025-09-300000935419us-gaap:EquipmentMember2023-10-012024-09-300000935419us-gaap:EquipmentMember2022-10-012023-09-3000009354192022-02-0700009354192022-02-092022-02-0900009354192022-02-0900009354192024-07-012024-09-300000935419rick:RealEstateInLubbockTexasMember2022-10-102022-10-100000935419rick:ClubInDickinsonTexasMember2022-10-262022-10-260000935419rick:ClubInDickinsonTexasAdultEntertainmentBusinessMember2022-10-262022-10-260000935419rick:ClubInDickinsonTexasRealEstatePropertyMember2022-10-262022-10-260000935419rick:ClubInDickinsonTexasMember2022-10-260000935419us-gaap:LicensingAgreementsMemberrick:ClubInDickinsonTexasMember2022-10-260000935419us-gaap:TradeNamesMemberrick:ClubInDickinsonTexasMember2022-10-260000935419rick:ClubInDickinsonTexasMember2022-10-012023-09-300000935419rick:RealEstateInAuroraColoradoMember2022-11-082022-11-080000935419rick:RealEstateInCentralCityColoradoMember2022-12-052022-12-050000935419rick:RealEstateInCentralCityColoradoMember2023-02-062023-02-060000935419rick:RealEstateInFortWorthTexasMember2022-12-162022-12-160000935419rick:RealEstateInFortWorthTexasMember2022-12-160000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMember2022-12-202022-12-200000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMemberus-gaap:LandMember2022-12-200000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMemberus-gaap:BuildingAndBuildingImprovementsMember2022-12-200000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMemberrick:FurnitureFixturesAndEquipmentMember2022-12-200000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMemberus-gaap:LeasesAcquiredInPlaceMember2022-12-200000935419rick:FoodHallPropertyInGreenwoodVillageColoradoMemberus-gaap:LeasesAcquiredInPlaceMember2022-12-202022-12-200000935419rick:BombshellsLocationInSanAntonioTexasMember2023-02-072023-02-070000935419rick:BombshellsLocationInSanAntonioTexasMember2023-02-070000935419rick:BombshellsLocationInSanAntonioTexasMemberrick:SixSellerFinancedPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2023-02-070000935419rick:A7SellerFinancingPromissoryNotesMemberrick:BabyDollsChicasLocasMember2023-03-162023-03-160000935419rick:BabyDollsChicasLocasMemberrick:A7SellerFinancingPromissoryNotesMemberus-gaap:NotesPayableToBanksMember2023-03-162023-03-160000935419rick:BabyDollsChicasLocasMemberrick:A7SellerFinancingPromissoryNotesMemberus-gaap:NotesPayableToBanksMember2023-03-160000935419rick:BabyDollsChicasLocasMemberus-gaap:CommonStockMember2023-03-162023-03-160000935419rick:BabyDollsChicasLocasMember2023-03-160000935419rick:BabyDollsChicasLocasMemberus-gaap:LineOfCreditMember2023-03-090000935419us-gaap:LicensingAgreementsMemberrick:BabyDollsChicasLocasMember2023-03-160000935419us-gaap:TradeNamesMemberrick:BabyDollsChicasLocasMember2023-03-160000935419rick:BabyDollsChicasLocasMember2022-10-012023-09-300000935419rick:BabyDollsChicasLocasMember2024-10-012025-09-300000935419rick:BabyDollsChicasLocasMember2023-10-012024-09-300000935419us-gaap:RevolvingCreditFacilityMemberrick:BabyDollsChicasLocasMemberus-gaap:LineOfCreditMember2023-03-090000935419rick:BabyDollsChicasLocasMemberrick:NineSecuredPromissoryNotesMemberus-gaap:NotesPayableToBanksMember2023-03-160000935419rick:RealEstateInDenverColoradoMember2023-06-202023-06-200000935419rick:RealEstateInDenverColoradoMemberrick:A712FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2023-06-202023-06-200000935419rick:RealEstateInDenverColoradoMemberrick:A712FiveYearPromissoryNoteMemberus-gaap:NotesPayableToBanksMember2023-06-200000935419rick:HangarInArcolaTexasMember2022-10-112022-10-110000935419rick:NonIncomeProducingCorporatePropertyInDenverColoradoMember2023-02-062023-02-0600009354192023-08-032023-08-0300009354192022-11-042022-11-0400009354192023-06-2900009354192023-06-292023-06-290000935419rick:AdministartiveBuildingCentralCityColoradoMember2023-10-242023-10-240000935419rick:VacantLotCentralCityColoradoMember2023-10-242023-10-2400009354192024-05-3100009354192024-05-312024-05-3100009354192024-06-0600009354192024-06-062024-06-0600009354192024-09-012024-09-010000935419rick:ClubInDetroitMichiganMember2025-01-212025-01-210000935419rick:A8.0SellerFinancedPromissoryNoteMemberrick:ClubInDetroitMichiganMember2025-01-212025-01-210000935419rick:A8.0SellerFinancedPromissoryNoteMemberrick:ClubInDetroitMichiganMember2025-01-210000935419rick:ClubInDetroitMichiganRealEstatePropertyMember2025-01-212025-01-210000935419rick:ClubInDetroitMichiganIncludingRealEstatePropertyMember2025-01-212025-01-210000935419rick:ClubInDetroitMichiganMember2025-01-210000935419us-gaap:LicensingAgreementsMemberrick:ClubInDetroitMichiganMember2025-01-210000935419us-gaap:TradeNamesMemberrick:ClubInDetroitMichiganMember2025-01-210000935419rick:ClubInDetroitMichiganMember2024-10-012025-09-300000935419rick:PlatinumWestMember2025-04-072025-04-070000935419rick:ClubInWestColumbiaSouthCarolinaPlatinumWestRealEstateMember2025-04-072025-04-070000935419rick:PlatinumPlusMember2025-06-132025-06-130000935419rick:A7.0SellerFinancedPromissoryNoteMemberrick:PlatinumPlusMember2025-06-132025-06-130000935419rick:A7.0SellerFinancedPromissoryNoteMemberrick:PlatinumPlusMember2025-06-130000935419rick:PlatinumWestAndPlatinumPlusMember2025-06-132025-06-130000935419rick:PlatinumWestAndPlatinumPlusMember2025-06-130000935419us-gaap:LicensingAgreementsMemberrick:PlatinumWestAndPlatinumPlusMember2025-06-130000935419us-gaap:TradeNamesMemberrick:PlatinumWestAndPlatinumPlusMember2025-06-130000935419rick:PlatinumWestAndPlatinumPlusMember2024-10-012025-09-300000935419rick:PlatinumWestAndPlatinumPlusMember2025-06-132025-09-300000935419rick:RealEstateInAustinTexasMember2024-11-142024-11-140000935419rick:RealEstateInAustinTexasMember2024-11-140000935419rick:RealEstateInAuroraColoradoMember2025-03-312025-03-3100009354192024-10-012024-12-3100009354192025-01-012025-03-3100009354192025-04-012025-06-3000009354192025-07-012025-09-3000009354192023-10-012023-12-3100009354192024-01-012024-03-3000009354192024-03-312024-06-3000009354192022-10-012022-12-3100009354192023-01-012023-03-3100009354192023-04-012023-06-3000009354192023-07-012023-09-300000935419rick:CommercialBankIndebtednessMember2025-09-300000935419rick:CommercialBankIndebtednessMember2024-09-300000935419rick:EdAnakarAndNourdeanAnakarMemberus-gaap:RelatedPartyMember2021-10-122021-10-120000935419rick:AllenChhayAndBradleyChhayMemberus-gaap:RelatedPartyMember2021-10-122021-10-120000935419rick:TallOakCustomFurnitureAndNottinghamBarrelsAndFurnitureMember2024-10-012025-09-300000935419rick:TallOakCustomFurnitureAndNottinghamBarrelsAndFurnitureMember2023-10-012024-09-300000935419rick:TallOakCustomFurnitureAndNottinghamBarrelsAndFurnitureMember2022-10-012023-09-300000935419rick:TallOakCustomFurnitureAndNottinghamBarrelsAndFurnitureMemberus-gaap:RelatedPartyMember2025-09-300000935419rick:TallOakCustomFurnitureAndNottinghamBarrelsAndFurnitureMemberus-gaap:RelatedPartyMember2024-09-300000935419rick:TallOakCustomFurnitureAndNottinghamBarrelsAndFurnitureMemberus-gaap:RelatedPartyMember2023-09-300000935419rick:TWMechanicalLLCMemberus-gaap:RelatedPartyMember2025-09-300000935419us-gaap:RelatedPartyMemberrick:ThirdPartyGeneralContractorMemberrick:TWMechanicalLLCMember2024-10-012025-09-300000935419us-gaap:RelatedPartyMemberrick:ThirdPartyGeneralContractorMemberrick:TWMechanicalLLCMember2023-10-012024-09-300000935419us-gaap:RelatedPartyMemberrick:ThirdPartyGeneralContractorMemberrick:TWMechanicalLLCMember2022-10-012023-09-300000935419rick:TWMechanicalLLCMember2024-10-012025-09-300000935419rick:TWMechanicalLLCMember2023-10-012024-09-300000935419rick:TWMechanicalLLCMember2022-10-012023-09-300000935419rick:TWMechanicalLLCMemberus-gaap:RelatedPartyMember2024-09-300000935419rick:TWMechanicalLLCMemberus-gaap:RelatedPartyMember2023-09-300000935419rick:ShareRepurchasePlanMemberus-gaap:SubsequentEventMember2025-10-012026-03-130000935419rick:November2025ShareRepurchaseMemberus-gaap:SubsequentEventMember2025-11-212025-11-210000935419rick:November2025ShareRepurchaseMemberus-gaap:UnsecuredDebtMemberus-gaap:SubsequentEventMember2025-11-210000935419us-gaap:UnsecuredDebtMemberus-gaap:SubsequentEventMember2025-10-010000935419rick:TwoNewInvestorsMemberus-gaap:UnsecuredDebtMemberus-gaap:SubsequentEventMember2025-10-010000935419rick:TwoExistingInvestorsMemberus-gaap:UnsecuredDebtMemberus-gaap:SubsequentEventMember2025-10-010000935419rick:ClubInHarlingenTexasMemberus-gaap:SubsequentEventMember2025-10-070000935419rick:ClubInHarlingenTexasMemberus-gaap:SubsequentEventMember2025-10-072025-10-070000935419rick:ClubLocatedInEdinburgTexasMemberus-gaap:SubsequentEventMember2026-02-062026-02-060000935419rick:ClubsInAustinTexasMemberus-gaap:SubsequentEventMember2025-11-170000935419rick:RealEstateInAustinTexasMemberus-gaap:SubsequentEventMember2025-11-172025-11-170000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2022-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2022-10-012023-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2023-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2023-10-012024-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2024-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2024-10-012025-09-300000935419rick:SECSchedule1209AllowanceForDoubtfulAccountsReceivableMember2025-09-300000935419us-gaap:AllowanceForNotesReceivableMember2022-09-300000935419us-gaap:AllowanceForNotesReceivableMember2022-10-012023-09-300000935419us-gaap:AllowanceForNotesReceivableMember2023-09-300000935419us-gaap:AllowanceForNotesReceivableMember2023-10-012024-09-300000935419us-gaap:AllowanceForNotesReceivableMember2024-09-300000935419us-gaap:AllowanceForNotesReceivableMember2024-10-012025-09-300000935419us-gaap:AllowanceForNotesReceivableMember2025-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-10-012023-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-10-012024-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-10-012025-09-300000935419us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


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

For the fiscal year ended September 30, ~~2024~~2025


o			Transition report under 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

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 xo No ox

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, 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). 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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $~~498~~347,~~887~~708,~~736~~768.

As of ~~December~~March 13, ~~2024~~2026, there were approximately 87,~~900~~710,000 shares of common stock outstanding.

Table of Contents

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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: Item 1 – “Business,” Item 1A – “Risk Factors,” and Item 7 – “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 Annual Report on Form 10-K, and, in particular, the risks discussed under the caption “Risk Factors” in Item 1A 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) the impact of the COVID-19 pandemic, (vii) our ability to regain and maintain compliance with the filing requirements of the SEC and the Nasdaq Stock Market, and (~~vii~~viii) 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.

Table of Contents

TABLE OF CONTENTS

		PageNo.
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	910
Item 1B.	Unresolved Staff Comments	2223
Item 2.	Properties	2425
Item 3.	Legal Proceedings	2627
Item 4.	Mine Safety Disclosures	2627
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2728
Item 6.	[Reserved]	2930
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3031
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5152
Item 8.	Financial Statements and Supplementary Data	52
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	~~104~~106
Item 9A.	Controls and Procedures	~~104~~106
Item 9B.	Other Information	~~106~~108
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~109~~111
Item 11.	Executive Compensation	~~113~~115
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~121~~123
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~122~~124
Item 14.	Principal Accounting Fees and Services	~~124~~126
PART IV
Item 15.	Exhibits, Financial Statement Schedules	~~126~~127
Item 16.	Form 10-K Summary	130
	Signatures	131

Table of Contents

PART I

Item 1. BUSINESS.

OUR COMPANY

RCI Hospitality Holdings, Inc. is a holding company that, through its subsidiaries, engages in businesses that offer live adult entertainment and/or high-quality dining experiences to its guests. Our subsidiaries operated 6971 establishments in 1315 states as of September 30, ~~2024~~2025, including one club that was temporarily closed due to fire damage and one for rebranding. Together with its subsidiaries, RCI Hospitality Holdings, Inc. is collectively referred to as “RCIHH,” "RCI," the “Company,” “we,” “us,” or “our” in this report. We also operate a leading business communications company serving the multibillion-dollar adult nightclubs industry. RCIHH was incorporated in the State of Texas in 1994 and became public in 1995.

Our fiscal year ends on September 30. References to years ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023 are for fiscal years ended September 30, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. Our fiscal quarters chronologically end on December 31, March 31, June 30 and September 30.

OUR BUSINESS

~~Through~~Our ~~our~~ subsidiaries, we operate several businesses, which we aggregate for financial reporting purposes into two reportable segments – Nightclubs and Bombshells. Businesses that are not included as Nightclubs or Bombshells are combined as “Other.” We adopted Accounting Standards Update 2023-07, Segment Reporting, as of September 30, 2025. Segment-related disclosures, except for those in Note 4 to our consolidated financial statements, relate to amounts exclusive of intersegment items.

During fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, consolidated revenues were $~~295~~279.64 million, $~~293~~295.86 million, and $~~267~~293.68 million, respectively, generating diluted earnings per share of $01.3323, $30.1333, and $43.9113, respectively.

The table below shows the number of Nightclubs and Bombshells open by state as of September 30, ~~2024~~2025:

	Nightclubs	Bombshells~~(1)~~	Total
Arizona	1	—	1
Colorado	56	1	67
Florida	4	—	4
Illinois	5	—	5
Indiana	1	—	1
Kentucky	1	—	1
Louisiana	1	—	1
Maine	1	—	1
Michigan	1	—	1
Minnesota	3	—	3
New York	4	—	4
North Carolina	2	—	2
Pennsylvania	12	—	12
Texas	27	12	39
South Carolina	1	—	1
	56	13	69
Texas	26	10	36
	59	11	70

(1) Includes one food hall location.

Table of Contents

Nightclubs Segment

Our Nightclubs subsidiaries operate our adult entertainment nightclubs through several brands that target many different demographics of customers by providing a unique, quality entertainment environment. Our clubs do business as Rick’s Cabaret, Jaguars Club, Tootsie’s Cabaret, XTC Cabaret, Club Onyx, Hoops Cabaret and Sports Bar, Scarlett’s Cabaret, Diamond Cabaret, Cheetah Gentlemen's Club, PT's Showclub, Playmates Club, Country Rock Cabaret, Temptations Adult Cabaret, Foxy’s Cabaret, Vivid Cabaret, Downtown Cabaret, Cabaret East, The Seville, Silver City Cabaret, Heartbreakers Gentlemen's Club, Kappa Men’s Club, Baby Dolls, and Chicas Locas. We also operate one dance club under the brand name Studio 80. In 2025, we acquired clubs doing business as Flight Club, Platinum West, and Platinum Plus.

We generate revenue from our nightclubs through the sale of alcoholic beverages, food, and merchandise items; service in the form of cover charge, licensing fees, and room rentals; and through other related means such as ATM commissions and vending income, among others.

During fiscal ~~2024~~2025, our Nightclub segment sales mix was 40.3% service revenue; 43.3% alcoholic beverages; and ~~16.4~~17% food, merchandise, and other. Segment gross margin (revenues less cost of goods sold, divided by revenues) was approximately 88.36%. Our Nightclubs segment revenue ~~increased~~decreased by approximately 3.0.6% and income from operations ~~decreased~~increased by 20.61% compared to the prior year. Same-stores sales for Nightclubs in ~~2024~~2025 was -2.1%.

For a list of our nightclub locations, refer to Item 2—“Properties.”

Bombshells Segment

Our Bombshells segment operates a restaurant and bar concept that sets itself apart with décor that pays homage to all branches of the U.S. military. Locations feature local DJs, large outdoor patios, and more than 75 state-of-the-art flat screen TVs for watching your favorite sports. All food and drink menu items have military names. Bombshell Girls, with their military-inspired uniforms, are a key attraction. Their mission, in addition to waitressing, is to interact with guests and generate a fun atmosphere. During fiscal ~~2024~~2025, we opened ~~one~~two Bombshells ~~location~~locations in ~~Stafford~~Denver, Colorado and Lubbock, Texas and ~~sold~~closed ~~one~~three ~~location~~locations in ~~San~~Austin, ~~Antonio~~Houston, and Spring, Texas, and one food hall in Denver, Colorado.

During fiscal ~~2024~~2025, Bombshells sales mix was ~~54.3~~52% alcoholic beverages and ~~45.7~~48% food, merchandise, and other. Segment gross margin (revenues less cost of goods sold, divided by revenues) was approximately 7576.91%. Bombshells segment revenue decreased by 929.2%, while income from operations ~~decreased~~improved byto ~~263.7%~~a $177,000 income from a $10.8 million loss in the prior year. Same-stores sales for Bombshells in ~~2024~~2025 was -1813.46%.

Table of Contents

For a list of our Bombshells locations, refer to Item 2—“Properties.”

Other Segment

We group together all businesses not belonging to either Nightclubs and Bombshells as Other reportable segment. This is made up of several wholly-owned subsidiaries composed primarily of our Media Group and Drink Robust. Our Media Group is the leading business communications company serving the multibillion-dollar adult nightclubs industry and the adult retail products industry. It owns a national industry convention and trade show; two national industry trade publications; two national industry award shows; and more than a dozen industry and social media websites. Included in the Media Group is ED Publications, publishers of the bimonthly ED ~~Club~~(Exotic ~~Bulletin~~Dancer) Magazine, the only national business magazine serving the 2,~~200-plus~~000 adult nightclubs inof North America, which collectively have ~~annual~~revenue ~~revenues~~ in excess of $5 billion, according to the Association of Club Executives. ED(an ~~Publications,~~industry lobbying organization that was founded by ED Publications in ~~1991~~1999). In addition, ~~also~~ED ~~publishes~~Publications produces the ~~Annual~~bimonthly ~~VIP~~StorErotica ~~Guide~~Magazine, ofwhich ~~adult~~is ~~nightclubs~~mailed to over 2,500 ~~touring~~adult ~~entertainers~~retail stores and ~~industry~~lingerie ~~vendors;~~boutiques ~~and~~across the US. ED Publications, founded in 1991, also produces the Annual ~~Gentlemen’s~~ED ~~Club Owners~~ EXPO, athe ~~national~~only convention and ~~trade~~tradeshow ~~show~~in the world for the multi-billion-dollar adult nightclub industry. The Media Group produces two nationally recognized industry award shows for the readers of both ED ~~Club~~Magazine ~~Bulletin~~ and StorErotica ~~magazines~~Magazine, and maintains aseveral ~~number of~~ B-to-B and consumer websites for both industries. Drink Robust is licensed to sell Robust Energy Drink in the United States.

Table of Contents

OUR 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. ~~Aside from our operating strategy, we employ a capital allocation strategy.~~

~~Capital~~In ~~Allocation~~December ~~Strategy~~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:

~~Our~~•Total ~~capital~~revenues allocation strategy provides us with disciplined guidelines on how we should use our free cash flows; provided however, that we may deviate from this strategy if other strategic rationale warrants. We calculate free cash flow as net cash flows from operating activities minus maintenance capital expenditures. Using the after-tax yield of ~~buying~~$400 ~~our own stock as baseline, management believes that we are able to make better investment decisions.~~million

~~Based~~•Free oncash ~~our~~flow ~~current~~of ~~capital~~$75 ~~allocation strategy:~~million

•WeShares ~~consider~~outstanding ~~buying~~of ~~back~~7.5 ~~our own stock if the after-tax yield on free cash flow is above 10%;~~million

~~•We~~Over ~~consider~~a ~~acquiring~~five-year orperiod ~~developing~~from fiscal 2020 through fiscal 2025, our ~~own~~income ~~clubs~~from oroperations ~~restaurants~~increased ~~that~~at wea ~~believe~~compound ~~have~~annual ~~the~~growth ~~potential~~rate to(“CAGR”) ~~provide~~of 62%, which was mainly caused by increasing revenue at a ~~minimum~~CAGR ~~cash~~of on16% ~~cash~~and ~~return~~decreasing impairment of 25assets at a CAGR of 13%. Excluding noncash and certain nonrecurring items, our non-GAAP diluted earnings per share improved at a CAGR of 33%,. ~~absent~~Net ancash ~~otherwise~~provided ~~strategic~~by ~~rationale;~~operating activities improved by 26% and free cash flow also improved by 28% CAGR for the same period. We have steadily increased our quarterly dividend payments from $0.03 in fiscal 2016 to $0.07 in fiscal 2025. See discussions of our non-GAAP financial measures starting on page 45.

~~•We consider disposing of underperforming units to free up capital for more productive use;~~7

•We consider paying down our most expensive debt if it makes sense on a tax-adjusted basis, or there is an otherwise strategic rationale.

Over a five-year period from fiscal 2019 through fiscal 2024, our diluted earnings per share declined at a compound annual growth rate (“CAGR”) of 30.9%, which was mainly caused by increasing revenue at a CAGR of 10.3%, with impairment of assets as the most significant offset at a CAGR of 44.9% increase. Excluding noncash and certain nonrecurring items, our non-GAAP diluted earnings per share improved at a CAGR of 14.1%. Net cash provided by operating activities improved at 8.5% and free cash flow also improved at 7.8% CAGR for the same period. See discussions of our non-GAAP financial measures starting on page 44.

During 2022, we achieved our highest financial performance in terms of profitability and cash flow due to government stimulus due to the pandemic and the fact that our restaurants and clubs were among the first to open and resume business operations. Compared to our record net income in 2022, our 2024 net income decreased by 93%. But for the same time period, our net cash from operating activities only decreased by 13%. We are managing this by carefully evaluating our Bombshells program in view of recent performance trends. Currently, we have three locations that are under construction and do not plan to add anymore locations after those. We terminated our franchising program, and are aggressively closing underperforming locations.

Table of Contents

During 2022, we achieved our highest financial performance in terms of profitability and cash flow due to government stimulus prompted by the pandemic and the fact that our restaurants and clubs were among the first to open and resume business operations. Compared to our record net income in 2022, our 2025 net income decreased by 77%. But for the same time period, our net cash from operating activities only decreased by 23%. We are managing this by carefully evaluating our Bombshells program in view of recent performance trends. Currently, we have one location that is under construction and do not plan to add anymore locations after that.

COMPETITION

The adult entertainment and the restaurant/sports bar businesses are highly competitive with respect to price, service and location. All of our nightclubs compete with a number of locally owned adult clubs, some of whose brands may have name recognition that equals that of ours. The names “Rick’s” and “Rick’s Cabaret,” “Tootsie’s Cabaret,” “XTC Cabaret,” “Scarlett’s,” “Silver City,” “Club Onyx,” “Downtown Cabaret,” “Temptations,” “The Seville,” “Jaguars,” “Hoops Cabaret,” “Foxy’s Cabaret,” "Studio 80," “Country Rock Cabaret,” “PT’s,” “Diamond Cabaret,” “Baby Dolls Saloon," "Baby Dolls," "Chicas Locas," "Rick's Rewards," and "Venice Cabaret" are proprietary. In the restaurant/sports bar business, “Bombshells” is also proprietary. We believe that the combination of our existing brand name recognition and the distinctive entertainment environment that we have created allows us to compete effectively in the industry and within the cities where we operate. Although we believe that we are well positioned to compete successfully, there can be no assurance that we will be able to maintain our high level of name recognition and prestige within the marketplace.

GOVERNMENTAL REGULATIONS

We are subject to various federal, state and local laws affecting our business activities. Particularly in Texas, the authority to issue a permit to sell alcoholic beverages is governed by the Texas Alcoholic Beverage Commission (“TABC”), which has the authority, in its discretion, to issue the appropriate permits. We presently hold a Mixed Beverage Permit and a Late Hour Permit at numerous Texas locations. Colorado, Minnesota, North Carolina, Louisiana, Arizona, Pennsylvania, Florida, New York, Kentucky, Maine, Indiana, and Illinois have similar laws that may limit the availability of a permit to sell alcoholic beverages or that may provide for suspension or revocation of a permit to sell alcoholic beverages in certain circumstances. It is our policy, prior to expanding into any new market, to take steps to ensure compliance with all licensing and regulatory requirements for the sale of alcoholic beverages, as well as the sale of food.

In addition to various regulatory requirements affecting the sale of alcoholic beverages, in many cities where we operate, the location of an adult entertainment cabaret is subject to restriction by city, county or other governmental ordinance. The prohibitions deal generally with distance from schools, churches and other sexually oriented businesses, and contain restrictions based on the percentage of residences within the immediate vicinity of the sexually oriented business. The granting of a sexually oriented business permit is not subject to discretion; the permit must be granted if the proposed operation satisfies the requirements of the ordinance. In all states where we operate, management believes we are in compliance with applicable city, county, state or other local laws governing the sale of alcohol and sexually oriented businesses.

~~TRADEMARKS~~8

Our rights to the trade names “RCI Hospitality Holdings, Inc.,” “Rick’s,” “Rick’s Cabaret,” “Tootsie’s Cabaret,” “Club Onyx,” “XTC Cabaret,” “Temptations,” “Jaguars,” “Downtown Cabaret,” “Cabaret East,” “Bombshells Restaurant and Bar,” “Vee Lounge,” “Mile High Men’s Club,” “Country Rock Cabaret,” “PT’s,” and “Diamond Cabaret” are established under common law, based upon our substantial and continuous use of these trade names in interstate commerce, some of which have been in use at least as early as 1987. We have registered our service mark, “RICK’S AND STARS DESIGN,” and the “BOMBSHELLS RESTAURANT & BAR” logo design with the United States Patent and Trademark Office. We have also obtained service mark registrations from the Patent and Trademark Office for “RICK’S AND STARS DESIGN” logo, “RCI HOSPITALITY HOLDINGS, INC.,” “RICK’S,” “RICK’S CABARET,” “CLUB ONYX,” “XTC CABARET,” “SCARLETT’S CABARET,” “SILVER CITY CABARET,” “BOMBSHELLS RESTAURANT AND BAR,” “THE SEVILLE CLUB,” “DOWN IN TEXAS SALOON,” “HOOPS CABARET,” “VEE LOUNGE,” “STUDIO 80,” “FOXY’S CABARET,” “EXOTIC DANCER,” “TOYS FOR TATAS,” "LA BOHEME GENTLEMAN'S CLUB," “MILE HIGH MEN’S CLUB,” “MHMC logo,” “AFTER DARK,” “COUNTRY ROCK CABARET,” “PT’S,” “DIAMOND CABARET,” "CABARET ROYALE," "BABY DOLLS SALOON," "BABY DOLLS TOPLESS SALOON," "BABY DOLLS," "JAGUARS," and “BOMBSHELLS OFFICER’S CLUB” are registered through service mark registrations issued by the United States Patent and Trademark Office. As of this date, we have pending registration applications for the names “TOOTSIES CABARET,” “RICK'S REWARDS,” “VENICE CABARET,” "CHERRY CREEK FOOD HALL AND BREWERY," and “THE MANSION.” We also own the rights to numerous trade names associated with our media division. There can be no assurance that these steps we have taken to protect our service marks will be adequate to deter misappropriation of our protected intellectual property rights.

Table of Contents

TRADEMARKS

Our rights to the trade names “RCI Hospitality Holdings, Inc.,” “Rick’s,” “Rick’s Cabaret,” “Tootsie’s Cabaret,” “Club Onyx,” “XTC Cabaret,” “Temptations,” “Jaguars,” “Downtown Cabaret,” “Cabaret East,” “Bombshells Restaurant and Bar,” “Vee Lounge,” “Mile High Men’s Club,” “Country Rock Cabaret,” “PT’s,” and “Diamond Cabaret” are established under common law, based upon our substantial and continuous use of these trade names in interstate commerce, some of which have been in use at least as early as 1987. We have registered our service mark, “RICK’S AND STARS DESIGN,” and the “BOMBSHELLS RESTAURANT & BAR” logo design with the United States Patent and Trademark Office. We have also obtained service mark registrations from the Patent and Trademark Office for “RICK’S AND STARS DESIGN” logo, “RCI HOSPITALITY HOLDINGS, INC.,” “RICK’S,” “RICK’S CABARET,” “CLUB ONYX,” “XTC CABARET,” “SCARLETT’S CABARET,” “SILVER CITY CABARET,” “BOMBSHELLS RESTAURANT AND BAR,” “THE SEVILLE CLUB,” “DOWN IN TEXAS SALOON,” “HOOPS CABARET,” “VEE LOUNGE,” “STUDIO 80,” “FOXY’S CABARET,” “EXOTIC DANCER,” “TOYS FOR TATAS,” “LA BOHEME GENTLEMAN'S CLUB,” “MILE HIGH MEN’S CLUB,” “MHMC logo,” “AFTER DARK,” “COUNTRY ROCK CABARET,” “PT’S,” “DIAMOND CABARET,” “CABARET ROYALE,” “BABY DOLLS SALOON,” “BABY DOLLS TOPLESS SALOON,” “BABY DOLLS,” “JAGUARS," and “BOMBSHELLS OFFICER’S CLUB” are registered through service mark registrations issued by the United States Patent and Trademark Office. As of this date, we have pending registration applications for the names “TOOTSIES CABARET,” “RICK'S REWARDS,” “VENICE CABARET,” “CHERRY CREEK FOOD HALL AND BREWERY,” and “THE MANSION.” We also own the rights to numerous trade names associated with our media division. There can be no assurance that these steps we have taken to protect our service marks will be adequate to deter misappropriation of our protected intellectual property rights.

EMPLOYEES AND INDEPENDENT CONTRACTORS

Our people are employed by the parent company or by its subsidiaries. Executive officers are employed by the registrant (parent company); shared services personnel and managers responsible for multiple clubs or restaurants are employed by RCI ~~Management~~Internet Services, Inc. and SWR Consulting, Inc.; and the rest are employed by the individual operating entities. As of September 30, ~~2024~~2025, we had the following employees:

	Operations
	Managers	Non-Managers	Corporate	Total
Hourly	6860	32,~~041~~874	158	32,~~124~~942
Salaried	~~367~~365	4449	7888	~~489~~502
	435	3,085	93	3,613
	425	2,923	96	3,444

Additionally, as of September 30, ~~2024~~2025, we had independent contractor entertainers who are self-employed and conduct business at our locations on a non-exclusive basis. Our entertainers at Rick’s Cabaret in Minneapolis, Minnesota and at Jaguars Club in Phoenix, Arizona may elect to act as commissioned employees. All employees and independent contractors sign arbitration non-class-action participation agreements, where allowed by federal and state laws. None of our employees are represented by a union. We consider our employee relations to be good.

We believe that the adult entertainment industry standard of treating entertainers as independent contractors provides us with safe harbor protection to preclude payroll tax assessment. We have prepared plans that we believe will protect our profitability in the event that the sexually oriented business industry is required in all states to convert entertainers, who are now independent contractors, into employees. See related discussion in “Risk Factors” below.

AVAILABLE INFORMATION

Our corporate website address is www.rcihospitality.com. Upon written request, we make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the SEC under the Securities Exchange Act of 1934, as amended (www.sec.gov). Information contained in the corporate website shall not be construed as part of this Form 10-K.

Table of Contents

Item 1A. RISK FACTORS.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below before deciding to purchase shares of our common stock. If any of the events, contingencies, circumstances or conditions described in the risks below actually occurs, our business, financial condition, or results of operations could be seriously harmed. The trading price of our common stock could, in turn, decline and you could lose all or part of your investment.

A summary of our risk factors is as follows:

Risks related to our business

◦We may deviate from our present capital allocation strategy.

◦We may need additional financing, or our business expansion plans may be significantly limited.

◦There is substantial competition in the nightclub entertainment industry, which may affect our ability to operate profitably or acquire additional clubs.

◦The adult entertainment industry is extremely volatile.

◦Private advocacy group actions targeted at the kind of adult entertainment we offer could result in limitations and our inability to operate in certain locations and negatively impact our business.

◦We rely heavily on information technology in our operations and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business.

◦We are exposed to risks related to cyber security and protection of confidential information, and failure to protect the integrity and security of payment card or individually identifiable information of our guests and employees or confidential and proprietary information of the Company could damage our reputation and expose us to loss of revenues, increased costs and litigation.

◦Our acquisitions may result in disruptions in our business and diversion of management’s attention.

◦The impact of new club or restaurant openings could result in fluctuations in our financial performance.

◦Our ability to grow sales through delivery orders is uncertain.

◦We incur significant costs as a result of operating as a public company, and our management devotes substantial time to new compliance initiatives.

◦We have identified material weaknesses in our internal control over financial reporting.

◦We may have uninsured risks in excess of our insurance coverage or self-insurance.

◦We are subject to increasing legal complexity and could be party to litigation that could adversely affect us.

◦Our previous liability insurer may be unable to provide coverage to us and our subsidiaries.

◦The protection provided by our service marks is limited.

◦We are dependent on key personnel.

◦If we are not able to hire, develop, and retain qualified club and restaurant employees and/or appropriately plan our workforce, our growth plan and profitability could be adversely affected.

Table of Contents

◦A failure to maintain food safety throughout the supply chain and food-borne illness concerns may have an adverse effect on our business.

Table of Contents

◦Our venture, expansion, and renovation projects may face significant inherent risks.

◦Other risk factors may adversely affect our financial performance.

Risks related to general macroeconomic and safety conditions

◦The novel coronavirus (COVID-19) pandemic has disrupted and may continue to disrupt our business, which has and could continue to materially affect our operations, financial condition, and results of operations for an extended period of time.

◦Our business, financial condition, and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing war between Russia and Ukraine and the Israel-Hamas war.

◦If we are unable to maintain compliance with certain of our debt covenants or unable to obtain waivers, we may be unable to make additional borrowings and be declared in default where our debt will be made immediately due and payable. In addition, global economic conditions may make it more difficult to access new credit facilities.

◦We have recorded impairment charges in current and past periods and may record additional impairment charges in future periods.

Risks related to regulations and/or regulatory agencies

◦Our business operations are subject to regulatory uncertainties which may affect our ability to continue operations of existing nightclubs, acquire additional nightclubs, or be profitable.

◦The adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. If federal or state law mandates that they be classified as employees, our business could be adversely impacted.

◦Our revenues could be significantly affected by limitations relating to permits to sell alcoholic beverages.

◦Activities or conduct at our nightclubs may cause us to lose necessary business licenses, expose us to liability, or result in adverse publicity, which may increase our costs and divert management’s attention from our business.

Risk related to our common stock

◦We must continue to meet NASDAQ Global Market Continued Listing Requirements, or we risk delisting.

◦We may be subject to allegations, defamations, or other detrimental conduct by third parties, which could harm our reputation and cause us to lose customers and/or contribute to a deflation of our stock price.

◦Our quarterly operating results may fluctuate and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

◦Anti-takeover effects of the issuance of our preferred stock could adversely affect our common stock.

◦Future sales or the perception of future sales of a substantial amount of our common stock may depress our stock price.

◦Our stock price has been volatile and may fluctuate in the future.

◦Cumulative voting is not available to our stockholders.

◦Our directors and officers have limited liability and have rights to indemnification.

1011

Table of Contents

Details of our risk factors are as follows:

Risks related to our business

We may deviate from our present capital allocation strategy.

We believe that our present capital allocation strategy will provide us with optimized returns. However, implementation of our capital allocation strategy depends on the interplay of several factors such as our stock price, our outstanding common shares, the interest rates on our debt, and the rate of return on available investments. If these factors are not conducive to implementing our present capital allocation strategy, or we determine that adopting a different capital allocation strategy is in the best interest of shareholders, we reserve the right to deviate from this approach. There can be no assurance that we will not deviate from or adopt an alternative capital allocation strategy moving forward.

We may need additional financing, or our business expansion plans may be significantly limited.

If cash generated from our operations is insufficient to satisfy our working capital and capital expenditure requirements, we will need to raise additional funds through the public or private sale of our equity or debt securities. The timing and amount of our capital requirements will depend on a number of factors, including cash flow and cash requirements for nightclub acquisitions and new restaurant development. If additional funds are raised through the issuance of equity or convertible debt securities, the ownership percentage of our then-existing shareholders will be diluted. We cannot ensure that additional financing will be available on terms favorable to us, if at all. Any future equity financing, if available, may result in dilution to existing shareholders; and debt financing, if available, may include restrictive covenants. Any failure by us to procure timely additional financing, if needed, will have material adverse consequences on our business operations.

There is substantial competition in the nightclub entertainment industry, which may affect our ability to operate profitably or acquire additional clubs.

Our nightclubs face substantial competition. Some of our competitors may have greater financial and management resources than we do. Additionally, the industry is subject to unpredictable competitive trends and competition for general entertainment dollars. There can be no assurance that we will be able to remain profitable in this competitive industry.

The adult entertainment industry is extremely volatile.

Historically, the adult entertainment, restaurant and bar industry has been an extremely volatile industry. The industry tends to be extremely sensitive to the general local economy, in that when economic conditions are prosperous, adult entertainment industry revenues increase, and when economic conditions are unfavorable, entertainment industry revenues decline. Coupled with this economic sensitivity are the trendy personal preferences of the customers who frequent adult nightclubs. We continuously monitor trends in our customers’ tastes and entertainment preferences so that, if necessary, we can make appropriate changes which will allow us to remain one of the premiere adult nightclubs. However, any significant decline in general corporate conditions or uncertainties regarding future economic prospects that affect consumer spending could have a material adverse effect on our business. In addition, we have historically catered to a clientele base from the upper end of the market. Accordingly, further reductions in the amounts of entertainment expenses allowed as deductions from income under the Internal Revenue Code of 1954, as amended, could adversely affect sales to customers dependent upon corporate expense accounts.

Private advocacy group actions targeted at the kind of adult entertainment we offer could result in limitations in our inability to operate in certain locations and negatively impact our business.

Our ability to operate successfully depends on the protection provided to us under the First Amendment to the U.S. Constitution. From time to time, private advocacy groups have sought to target our nightclubs by petitioning for non-renewal of certain of our permits and licenses. Furthermore, private advocacy groups, which have influence on certain financial institutions, have swayed these institutions to not do business with us. In addition to possibly limiting our operations and financing options, negative publicity campaigns, lawsuits and boycotts could negatively affect our businesses and cause additional financial harm by discouraging investors from investing in our securities or requiring that we incur significant expenditures to defend our business.

1112

Table of Contents

We rely heavily on information technology in our operations and any material failure, weakness, interruption, or breach of security could prevent us from effectively operating our business.

Our operations and corporate functions rely heavily on information systems, including point-of-sale processing, management of our supply chain, payment of obligations, collection of cash, electronic communications, data warehousing to support analytics, finance and accounting systems, mobile technologies to enhance the customer experience, and other various processes and procedures, some of which are handled by third parties. Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in security relating to these systems could result in delays in consumer service and reduce efficiency in our operations. These problems could adversely affect our results of operations, and remediation could result in significant, unplanned capital investments.

We are exposed to risks related to cyber security and protection of confidential information, and failure to protect the integrity and security of payment card or individually identifiable information of our guests and employees or confidential and proprietary information of the Company could damage our reputation and expose us to loss of revenues, increased costs, and litigation.

Our technology systems contain personal, financial, and other information that is entrusted to us by our guests and employees, as well as financial, proprietary, and other confidential information related to our business, and a significant portion of our sales are by credit or debit cards. If our technology systems, or those of third-party services providers we rely upon, are compromised as a result of a cyber-attack (including whether from circumvention of security systems, denial-of-service attacks, hacking, “phishing” attacks, computer viruses, ransomware, malware, or social engineering) or other external or internal method, it could result in an adverse and material impact on our reputation, operations, and financial condition. The cyber risks we face range from cyber-attacks common to most industries, to attacks that target us due to the confidential consumer information we obtain through our electronic processing of credit and debit card transactions. Such security breaches could also result in litigation or governmental investigation against us, as well as the imposition of penalties. These impacts could also occur if we are perceived either to have had an attack or to have failed to properly respond to an incident. Like many other customer facing companies we have experienced, and will likely continue to experience, attempts to compromise our information technology systems. Additionally, the techniques and sophistication used to conduct cyber-attacks and breaches of information technology systems, as well as the sources and targets of these attacks, change frequently and are often not recognized until such attacks are launched or have been in place for a period of time. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may also heighten our cybersecurity risks by making cyber-attacks more difficult to detect, contain, and mitigate. While we continue to make significant investment in physical and technological security measures, employee training, and third-party services designed to anticipate cyber-attacks and prevent breaches, our information technology networks and infrastructure or those of our third-party vendors and other service providers could be vulnerable to damage, disruptions, shutdowns or breaches of confidential information due to criminal conduct, employee error or malfeasance, utility failures, natural disasters, or other catastrophic events. Due to these scenarios we cannot provide assurance that we will be successful in preventing such breaches or data loss.

We are subject to a variety of continually evolving and developing laws and regulations regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data. The use and disclosure of such information is regulated and enforced at the federal, state and international levels, and these laws, rules and regulations are subject to change. Additionally, the information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and guest and employee expectations, or may require significant additional investments or time in order to do so. Efforts to hack or breach security measures, failures of systems or software to operate as designed or intended, viruses, operator error or inadvertent releases of data all threaten our information systems and records and that of our service providers.

As privacy and information security laws and regulations change or cyber risks evolve pertaining to data, we may incur significant additional costs in technology, third-party services, and personnel to maintain systems designed to anticipate and prevent cyber-attacks. As with many public companies, our defenses are under attack regularly. There might be minor intrusions from time to time. We have added certain preventive measures to reduce cyber risks. However, we cannot provide assurance that our security frameworks and measures will be successful in preventing future significant cyber-attacks or data loss. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, guests’ or other proprietary data or other breach

Table of Contents

of our information technology systems could result in fines, legal claims or proceedings including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, which could disrupt our operations, damage our reputation and expose us to claims from guests and employees, any of which could have a material adverse effect on our business, financial condition and results of operations.

Our acquisitions may result in disruptions in our business and diversion of management’s attention.

We have made and may continue to make acquisitions of complementary nightclubs, restaurants or related operations. Any acquisitions will require the integration of the operations, products and personnel of the acquired businesses and the training and motivation of these individuals. Such acquisitions may disrupt our operations and divert management’s attention from day-to-day operations, which could impair our relationships with current employees, customers and partners. We may also incur debt or issue equity securities to pay for any future acquisitions. These issuances could be substantially dilutive to our stockholders. In addition, our profitability may suffer because of acquisition-related costs or amortization, or impairment costs for acquired goodwill and other intangible assets. If management is unable to fully integrate acquired business, products, or persons with existing operations, we may not receive the benefits of the acquisitions, and our revenues and stock trading price may decrease.

Table of Contents

The impact of new club or restaurant openings could result in fluctuations in our financial performance.

Performance of any new club or restaurant location will usually differ from its originally targeted performance due to a variety of factors, and these differences may be material. New clubs and restaurants typically encounter higher customer traffic and sales in their initial months, which may decrease over time. Accordingly, sales achieved by new or reconcepted locations may not be indicative of future operating results. Additionally, we incur substantial pre-opening expenses each time we open a new establishment, which expenses may be higher than anticipated. Due to the foregoing factors, results for any one fiscal quarter are not necessarily indicative of results to be expected for any other fiscal quarter or for a full fiscal year.

Our ability to grow sales through delivery orders is uncertain.

Part of our strategy for restaurant growth is dependent on increased sales from guests that want our food delivered to them. We currently rely on third-party delivery providers for the ordering and payment platforms that receive guest orders and that send orders directly to our point-of-sale system. These platforms could be damaged or interrupted by technological failures, cyber-attacks, or other factors, which may adversely impact our sales through these channels.

Delivery providers generally fulfill delivery orders through drivers that are independent contractors. These drivers may make errors, fail to make timely deliveries, damage our food, or poorly represent our brands, which may lead to customer disappointment, reputational harm and unmet sales expectations. Our sales may also be adversely impacted if there is a shortage of drivers that are willing and available to make deliveries from our restaurants. We also incur additional costs associated with delivery orders, and it is possible that these orders could cannibalize more profitable in-restaurant visits or take-out orders.

We incur significant costs as a result of operating as a public company, and our management devotes substantial time to new compliance initiatives.

We incur significant legal, accounting and other expenses that our non-public competition does not incur. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as well as new rules subsequently implemented by the SEC, have imposed various requirements on public companies, including requiring certain corporate governance practices. Our management and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and effective disclosure controls and procedures. In particular, under Section 404 of the Sarbanes-Oxley Act, we are required to perform system and process evaluation and testing on the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm is required to report on the effectiveness of our internal control over financial reporting. In performing this evaluation and testing, both our management and our independent registered public accounting firm concluded that our internal control over financial reporting is not effective as of September 30, ~~2024~~2025. We are, however, addressing this issue and remediating our material weaknesses. When we were to identify a material weakness, correcting that issue, and thereafter our continued compliance with Section 404 require that we incur substantial accounting expense and expend significant management efforts. Moreover, if we are not able to correct an internal control issue and comply with the requirements of Section 404 in a timely manner, or if in the future we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

1314

Table of Contents

identify a material weakness, correcting that issue, and thereafter our continued compliance with Section 404 require that we incur substantial accounting expense and expend significant management efforts. Moreover, if we are not able to correct an internal control issue and comply with the requirements of Section 404 in a timely manner, or if in the future we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

We have identified material weaknesses in our internal control over financial reporting.

Management, including our Interim Chief Executive Officer and our Interim Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of September 30, ~~2024~~2025, and concluded that we did not maintain effective internal control over financial reporting. Management identified material weaknesses related to (1) ineffective design and operation of controls over certain information technology general controls, including change management, ~~user access,~~ 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 ~~Company's~~impairment assessments ofover ~~potential~~long-lived ~~impairment~~assets, definite- and indefinite-lived intangible assets, and goodwill. See Item 9A, “Controls and Procedures,” below. While certain actions have been taken to implement a remediation plan to address these material weaknesses and to enhance our internal control over financial reporting, if these material weaknesses are not remediated, it could adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, which could negatively affect investor confidence in our Company, and, as a result, the value of our common stock could be adversely affected.

We may have uninsured risks in excess of our insurance coverage or self-insurance.

Historically, we have maintained insurance in amounts we consider adequate for personal injury and property damage to which the business of the Company may be subject. AsDuring offiscal ~~October 1~~2025, ~~2024,~~ however, we ~~discontinued~~self-insured certain general liability and liquor insurance coverage in a number of establishments due to increasingly prohibitive costs of such coverage~~, and we are currently in the process of establishing self-insurance for the claims for which third-party insurance coverage is financially prohibitive~~. However, we still carry at least the minimum insurance coverage where it is required by law for licensing requirements. There can be no assurance that we will not have uninsured liabilities or liabilities in excess of the coverage provided by insurance or self-insurance, which liabilities may be imposed pursuant to the Texas “dram shop” statute or similar “dram shop” statutes or common law theories of liability in other states where we operate or expand. For example, the Texas “dram shop” statute provides a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to such person if it was apparent to the server that the individual being sold, served or provided with an alcoholic beverage was obviously intoxicated to the extent that he presented a clear danger to himself and others. An employer is not liable for the actions of its employee who over-serves if (i) the employer requires its employees to attend a seller training program approved by the TABC; (ii) the employee has actually attended such a training program; and (iii) the employer has not directly or indirectly encouraged the employee to violate the law. It is our policy to require that all servers of alcohol working at our clubs in Texas be certified as servers under a training program approved by the TABC, which certification gives statutory immunity to the sellers of alcohol from damage caused to third parties by those who have consumed alcoholic beverages at such establishment pursuant to the TABC. There can be no assurance, however, that uninsured liabilities may not arise in the markets in which we operate which could have a material adverse effect on the Company.

We are subject to increasing legal complexity and could be party to litigation that could adversely affect us.

Increasing legal complexity will continue to affect our operations and results. We could be subject to legal proceedings that may adversely affect our business, including class actions, administrative proceedings, government investigations, employment and personal injury claims, claims alleging violations of federal and state laws regarding consumer, workplace and employment matters, wage and hour claims, discrimination and similar matters, landlord/tenant disputes, disputes with current and former suppliers, claims by current and former franchisees, contractors, data privacy claims and intellectual property claims (including claims that we infringed upon another party’s trademarks, or copyrights). Inconsistent standards imposed by governmental authorities can adversely affect our business and increase our exposure to litigation which could result in significant judgments, including punitive and liquidated damages, and injunctive relief.

1415

Table of Contents

Occasionally, our guests file complaints or lawsuits against us alleging that we are responsible for an illness or injury they suffered as a result of a visit to our clubs or restaurants, or that we have problems with food quality or operations. As a Company, we take responsible alcohol service seriously. However, we are subject to "dram shop" statutes. These statutes generally allow a person injured by an intoxicated person to recover damages from an establishment that served alcoholic beverages to the intoxicated person. Some litigation against restaurant chains has resulted in significant judgments, including punitive damages, under dram shop statutes. Because a plaintiff may seek punitive damages, which may not be covered by insurance, this type of action could have an adverse impact on our financial condition and results of operations.

Litigation involving our relationship with contractors and the legal distinction between our contractors and us for employment law purposes, if determined adversely, could increase costs, negatively impact the business prospects of our operations and subject us to incremental liability for their actions.

Our operating results could also be affected by the following:

•The relative level of our defense costs and nature and procedural status of pending proceedings;

•The cost and other effects of settlements, judgments or consent decrees, which may require us to make disclosures or to take other actions that may affect perceptions of our brands and products;

•Adverse results of pending or future litigation, including litigation challenging the composition and preparation of our products, or the appropriateness or accuracy of our marketing or other communication practices; and

•The scope and terms of insurance or indemnification protections that we may have (if any).

Claims brought by government authorities have the potential to be especially disruptive to our business and operations. As described further under “Legal Matters” in Note 1011 to our consolidated financial statements, inon ~~2024~~September 16, 2025, the ~~New~~Company ~~York~~was ~~State~~indicted ~~Attorney~~in ~~General~~the ~~(“NY~~Supreme ~~AG”)~~Court ~~and~~of the State of New York, ~~State~~County ~~Department~~of New York, along with two executive officers of ~~Taxation~~the Company (Eric Langan, then Chief Executive Officer, and ~~Finance~~Bradley ~~(“NY~~Chhay, ~~DTF”~~then Chief Financial Officer, who each subsequently stepped down from those positions in November 2025), ~~has~~three ~~executed~~employees ~~search~~of ~~warrants~~subsidiaries, onand the Company’s ~~corporate~~subsidiaries ~~headquarters~~Peregrine ~~in Houston~~Enterprises, ~~Texas,~~Inc. ~~three~~(the ~~separate~~operator ~~clubs~~of Rick’s Cabaret in New York City), ~~New~~RCI ~~York,~~Dining ~~and~~Services ~~has~~(37th ~~sent~~Street), Inc. (the ~~Company~~operator aof ~~subpoena~~Vivid ~~requesting~~Cabaret ~~documents~~in New York City) and ~~other~~RCI ~~information~~33rd ~~with~~Street ~~respect~~Ventures, toInc. ~~certain~~(the ~~clubs~~operator of Hoops Cabaret and Sports Bar in New York City). The indictment alleges that the defendants committed conspiracy, bribery, criminal tax fraud, and ~~Florida~~offering a false instrument for filing. ~~The~~These ~~investigation~~charges, ~~appears~~which toresulted befrom ~~related~~a topreviously disclosed investigation by the ~~Company’s~~Office of the Attorney General of New York, ~~State~~allege that a tax ~~filings~~auditor ~~and~~with ~~possible~~the ~~entertainment~~New ~~benefits~~York State Department of Taxation and Finance was provided complimentary admission to NYclubs, ~~DTF~~restaurant ~~personnel~~meals, private dances and travel expenses in exchange for the reduction of certain sales tax liabilities in connection with the use of “Dance Dollars.” The Company is ~~cooperating~~continuing ~~with~~to evaluate the NYcharges AGin ~~and~~the ~~its~~indictment ~~investigation.~~and Asintends ato ~~result~~vigorously ofdefend ~~this~~itself ~~investigation~~against them, awhile ~~non-executive~~also ~~corporate~~continuing ~~employee~~to ~~was~~seek ~~placed~~a onjust ~~administrative~~resolution. ~~leave~~The ~~during~~charges are merely allegations, and the ~~pendency~~defendants ofare anpresumed ~~internal~~innocent ~~review~~unless ~~process~~and until proven guilty in a court of law. It is not possible at this time to determine whether the Company will incur any fines, penalties, or liabilities in connection with the investigation. If, however, a government authority was to allege that illegal conduct was committed by the Company or any of its employees or executives, regardless of whether any such claims are valid, such claims have the potential to affect our business and defending such claims may be expensive and may divert time, attention and money away from our operations and hurt our performance. Further, adverse publicity resulting from these claims may ~~hurt~~negatively affect our business.

Regardless of whether any claims against us are valid or whether we are liable, claims may be expensive to defend and may divert time, attention and money away from our operations and hurt our performance. A judgment significantly in excess of any applicable insurance coverage could have significant adverse effect on our financial condition or results of operations. Further, adverse publicity resulting from these claims may hurt our business.

Our previous liability insurer may be unable to provide coverage to us and our subsidiaries.

As previously reported, the Company and its subsidiaries were insured under a liability policy issued by Indemnity Insurance Corporation, RRG (“IIC”) through October 25, 2013. The Company and its subsidiaries changed insurance companies on that date.

On November 7, 2013, the Court of Chancery of the State of Delaware entered a Rehabilitation and Injunction Order (“Rehabilitation Order”), which declared IIC impaired, insolvent and in an unsafe condition and placed IIC under the supervision of the Insurance Commissioner of the State of Delaware (“Commissioner”) in her capacity as receiver (“Receiver”). The Rehabilitation Order empowered the Commissioner to rehabilitate IIC through a variety of means, including gathering assets and marshaling those assets, as necessary. Further, the order stayed or abated pending lawsuits involving IIC as the insurer until May 6, 2014.

1516

Table of Contents

On April 10, 2014, the Court of Chancery of the State of Delaware entered a Liquidation and Injunction Order With Bar Date (“Liquidation Order”), which ordered the liquidation of IIC and terminated all insurance policies or contracts of insurance issued by IIC. The Liquidation Order further ordered that all claims against IIC must have been filed with the Receiver before the close of business on January 16, 2015, and that all pending lawsuits involving IIC as the insurer were further stayed or abated until October 7, 2014. As a result, the Company and its subsidiaries no longer had insurance coverage under the liability policy with IIC. The Company has retained counsel to defend against and evaluate these claims and lawsuits. We are funding 100% of the costs of litigation and will seek reimbursement from the bankruptcy receiver. The Company filed the appropriate claims against IIC with the Receiver before the January 16, 2015 deadline and has provided updates as requested; however, there are no assurances of any recovery from these claims. It is unknown at this time what effect this uncertainty will have on the Company. As of September 30, ~~2024~~2025, we have 1no remaining unresolved ~~claim~~claims out of the original 71 claims.

The protection provided by our service marks is limited.

Our rights to the trade names “RCI Hospitality Holdings, Inc.,” “Rick’s,” “Rick’s Cabaret,” “Tootsie’s Cabaret,” “Club Onyx,” “XTC Cabaret,” “Temptations,” “Jaguars,” “Downtown Cabaret,” “Cabaret East,” “Bombshells Restaurant and Bar,” “Vee Lounge,” “Mile High Men’s Club,” “Country Rock Cabaret,” “PT’s,” and “Diamond Cabaret” are established under common law, based upon our substantial and continuous use of these trade names in interstate commerce, some of which have been in use at least as early as 1987. We have registered our service mark, “RICK’S AND STARS DESIGN,” and the “BOMBSHELLS RESTAURANT & BAR” logo design with the United States Patent and Trademark Office. We have also obtained service mark registrations from the Patent and Trademark Office for “RICK’S AND STARS DESIGN” logo, “RCI HOSPITALITY HOLDINGS, INC.,” “RICK’S,” “RICK’S CABARET,” “CLUB ONYX,” “XTC CABARET,” “SCARLETT’S CABARET,” “SILVER CITY CABARET,” “BOMBSHELLS RESTAURANT AND BAR,” “THE SEVILLE CLUB,” “DOWN IN TEXAS SALOON,” “HOOPS CABARET,” “VEE LOUNGE,” “STUDIO 80,” “FOXY’S CABARET,” “EXOTIC DANCER,” “TOYS FOR TATAS,” “MILE HIGH MEN’S CLUB,” “MHMC logo,” “AFTER DARK,” “COUNTRY ROCK CABARET,” “PT’S,” “DIAMOND CABARET,” "CABARET ROYALE," BABY DOLLS SALOON," "BABY DOLLS TOPLESS SALOON," "BABY DOLLS," "JAGUARS," and BOMBSHELLS OFFICER’S CLUB are registered through service mark registrations issued by the United States Patent and Trademark Office. As of this date, we have pending registration applications for the names “TOOTSIES CABARET,” "RICK'S REWARDS," "VENICE CABARET," “CHERRY CREEK FOOD HALL AND BREWERY”, and “THE MANSION.” We also own the rights to numerous trade names associated with our media division. There can be no assurance that these steps we have taken to protect our service marks will be adequate to deter misappropriation of our protected intellectual property rights. Litigation may be necessary in the future to protect our rights from infringement, which may be costly and time consuming. The loss of the intellectual property rights owned or claimed by us could have a material adverse effect on our business.

We are dependent on key personnel.

Our future success is dependent, in a large part, on retaining the services of individuals who possess comprehensive knowledge of our industry. Eric Langan, our former President and Chief Executive Officer, and Bradley Chhay, our former Chief Financial Officer., ~~Mr.~~have ~~Langan~~served ~~possesses~~these aroles ~~unique~~in ~~and~~the ~~comprehensive~~past, ~~knowledge~~but ofboth ~~our~~individuals ~~industry.~~stepped ~~While~~down ~~Mr.~~as ~~Langan~~executive ~~has~~officers noin ~~present~~November ~~plans~~2025. toTravis ~~leave~~Reese orand ~~retire~~Albert inMolina ~~the~~have ~~near~~stepped ~~future,~~in ~~his~~to ~~loss~~fill ~~could~~these ~~have~~positions aand ~~negative~~Messrs. ~~effect~~Langan onand ~~our~~Chhay ~~operating,~~have ~~marketing~~remained ~~and~~with ~~financial~~the ~~performance~~Company ifin wedifferent ~~are~~roles. ~~unable~~Our toexecutive ~~find~~officers anhave ~~adequate~~vast ~~replacement~~experience ~~with~~in ~~similar~~the ~~knowledge~~adult nightclub and/or ~~experience~~hospitality ~~within~~industries, ~~our~~with ~~industry.~~ Mr. ~~Chhay~~Molina ~~possesses~~having ~~thorough~~specialized familiarity with our accounting ~~system~~systems and how itthey ~~affects~~affect our operations. ~~Mr.~~The ~~Chhay~~loss isof ~~also~~key ~~vital~~personnel incould ~~our~~have ~~due~~a ~~diligence~~negative ~~efforts~~effect ~~when~~on ~~acquiring~~our ~~clubs.~~operating, Wemarketing ~~maintain~~and ~~key-man~~financial ~~life~~performance ~~insurance~~if ~~with~~we ~~respect~~are unable to ~~Mr.~~find ~~Langan~~an ~~but~~adequate ~~not~~replacement ~~for~~with ~~Mr.~~similar ~~Chhay.~~knowledge ~~Although Messrs. Langan~~ and ~~Chhay~~experience ~~have~~within ~~signed~~our ~~employment~~industry. ~~agreements~~There ~~with us (as described herein), there~~ can be no assurance that ~~Mr.~~any ~~Langan~~of orour ~~Mr.~~key ~~Chhay~~personnel will continue to be employed by us.

~~If we are not able to hire, develop, and retain qualified club and restaurant employees and/or appropriately plan our workforce, our growth plan and profitability could be adversely affected.~~17

Table of Contents

~~and~~If orwe ~~club~~are ~~staffing~~not inable ~~various~~to ~~locations~~hire, ~~which~~develop, ~~has resulted in longer wait times for guest orders~~ and ~~potentially~~retain ~~decreased employee satisfaction. A shortage of~~ qualified ~~candidates~~club ~~who meet all legal work authorization~~ and ~~training requirements, failure to hire and retain new~~ restaurant ~~or club~~ employees ~~in a timely manner~~ and/or ~~higher~~appropriately ~~than~~plan ~~expected turnover levels could affect~~ our ~~ability to open new restaurants~~workforce, ~~grow sales at existing restaurants and clubs or meet~~ our ~~labor~~growth ~~cost~~plan ~~objectives. In addition, failure to adequately monitor~~ and ~~proactively~~profitability ~~respond to employee dissatisfaction~~ could ~~lead~~be toadversely ~~poor guest satisfaction, higher turnover, litigation and unionization efforts, which could negatively impact our ability to meet our growth targets~~affected.

We rely on our restaurant and club-level employees to consistently provide high-quality food and positive experiences to our guests. In addition, our ability to continue to open new restaurants depends on us attracting, hiring, developing, and retaining high-quality managers. Maintaining appropriate staffing in our restaurants requires precise workforce planning, which planning has become more complex due to predictive scheduling laws (also called “fair workweek” or “secure scheduling”) and “just cause” termination legislation in certain geographic areas where we operate, and the so-called “great resignation” trend. The market for qualified talent continues to be competitive and we must ensure that we continue to offer competitive wages, benefits, and workplace conditions to retain qualified employees. We have experienced and may continue to experience challenges in hiring and retaining restaurant and club employees and in maintaining full restaurant and or club staffing in various locations, which has resulted in longer wait times for guest orders and potentially decreased employee satisfaction. A shortage of qualified candidates who meet all legal work authorization and training requirements, failure to hire and retain new restaurant or club employees in a timely manner or higher than expected turnover levels could affect our ability to open new restaurants, grow sales at existing restaurants and clubs or meet our labor cost objectives. In addition, failure to adequately monitor and proactively respond to employee dissatisfaction could lead to poor guest satisfaction, higher turnover, litigation and unionization efforts, which could negatively impact our ability to meet our growth targets.

A failure to maintain food safety throughout the supply chain and food-borne illness concerns may have an adverse effect on our business.

Food safety is a top priority, and we dedicate substantial resources to ensuring that our guests enjoy safe, quality food products. However, food safety issues could be caused at the point of source or by food suppliers or distributors and, as a result, be out of our control. In addition, regardless of the source or cause, any report of food-borne illnesses such as E. coli, hepatitis A, trichinosis or salmonella, and other food safety issues including food tampering or contamination, at one of our restaurants or clubs could adversely affect the reputation of our brands and have a negative impact on our sales. Even instances of food-borne illness, food tampering or food contamination occurring solely at restaurants of our competitors could result in negative publicity about the food service industry generally and adversely impact our sales. The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, resulting in higher costs and lower margins.

Our venture, expansion, and renovation projects may face significant inherent risks.

Investment in certain projects we may undertake will be subject to the many risks inherent in the expansion or renovation of an existing enterprise or construction of a new enterprise, including unanticipated design, construction, regulatory, environmental and operating problems and lack of demand for our projects.

Our current and future projects could also experience:

•delays and significant cost increases;

•delays in obtaining or inability to obtain necessary permits, licenses and approvals;

•lack of sufficient, or delays in the availability of, financing;

•shortages of materials;

•shortages of skilled labor, work stoppages or labor disputes;

•poor performance or nonperformance by any third parties on whom we place reliance;

•unforeseen construction scheduling, engineering, environmental, permitting, construction or geological problems, including defective plans and specifications;

•weather interference, floods, fires or other casualty losses; and

~~•COVID-19 related delays.~~18

Table of Contents

The completion dates of any of our projects could differ significantly from expectations for construction-related or other reasons. Actual costs and construction periods for any of our projects can differ significantly from initial expectations. Our initial project costs and construction periods are based upon budgets, conceptual design documents and construction schedule estimates prepared at inception of the project in consultation with architects and contractors. Many of these costs can increase over time as the project is built to completion.

We can provide no assurance that any project will be completed on time, if at all, or within established budgets, or that any project will result in increased earnings to us. Significant delays, cost overruns, or failures of our projects to achieve market acceptance could have a material adverse effect on our business, financial condition and results of operations.

Table of Contents

Other risk factors may adversely affect our financial performance.

Other risk factors that could cause our actual results to differ materially from those indicated in the forward-looking statements by affecting, among many things, pricing, consumer spending and consumer confidence, include, without limitation, changes in economic conditions and financial and credit markets, credit availability, increased fuel costs and availability for our employees, customers and suppliers, health epidemics or pandemics or the prospects of these events (such as reports on avian flu or COVID-19), consumer perceptions of food safety, changes in consumer tastes and behaviors, governmental monetary policies, changes in demographic trends, terrorist acts, energy shortages and rolling blackouts, and weather (including, major hurricanes and regional snow storms) and other acts of God.

We are also subject to the general risks of inflation, increases in minimum wage, health care, and other benefits that may have a material adverse effect on our cost structure, and the disruption in our supply chain caused by several ~~factor, including the COVID-19 pandemic~~factors.

Risks related to general macroeconomic and safety conditions

~~The~~Our ~~novel~~business, ~~coronavirus~~financial ~~(COVID-19)~~condition, ~~pandemic has disrupted~~ and ~~may~~results ~~continue~~of tooperations ~~disrupt~~could ~~our~~be ~~business,~~adversely ~~which~~affected ~~has~~by ~~and~~disruptions ~~could~~in ~~continue~~the toglobal ~~materially~~economy ~~affect~~caused ~~our~~by ~~operations,~~the ~~financial~~ongoing ~~condition~~war and ~~results~~other ofgeopolitical ~~operations for an extended period of time~~conflict.

~~The~~Ongoing ~~COVID-19~~war ~~pandemic had an adverse effect that was material on our business. The COVID-19 pandemic, federal, state~~ and ~~local~~other ~~government~~geopolitical ~~responses~~conflicts tocould ~~COVID-19,~~have ~~our~~adverse ~~customers’~~effects ~~responses to the pandemic, and our Company’s responses to the pandemic all disrupted our business. In the United States, state and local governments imposed a variety of restrictions~~ on ~~people~~global ~~and~~macroeconomic businesses and public health authorities offered regular guidance on health and safety. Once COVID-19 vaccines were approved and moved into wider distribution in the United States in early 2021, public health conditions ~~improved~~which ~~and~~could ~~almost~~negatively ~~all~~impact ~~of the COVID-19 restrictions on businesses eased. During fiscal 2022, increases in the numbers of cases of COVID-19 throughout the United States including the Omicron variant which impacted~~ our ~~restaurants in the second quarter~~business, ~~mostly~~financial ~~in January 2022~~condition, ~~subjected some of our restaurants to other COVID-19-related restrictions such as mask~~ and~~/or~~ ~~vaccine~~results ~~requirements for team members, guests or both. Exclusions and quarantines~~ of ~~restaurant team members or groups thereof disrupt an individual restaurant’s~~ operations ~~and often come with little or no notice to the local restaurant management~~. InThese ~~the~~conflicts ~~last~~are ~~couple~~highly ofunpredictable ~~years, along with COVID-19, our operating results were impacted by geopolitical~~ and ~~other~~have ~~macroeconomic~~historically ~~events,~~resulted ~~leading~~in tosignificant ~~higher~~volatility ~~than~~in ~~usual~~oil ~~inflation on wages~~ and ~~other~~natural ~~cost~~gas ofprices ~~goods sold~~worldwide. ~~These events further impacted the availability of team members needed to staff our restaurants and caused additional disruptions in our product supply chain.~~

Our business, financial condition, and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing war between Russia and Ukraine and the Israel-Hamas war.

The ongoing war between Russia and Ukraine and the more recent Israel-Hamas war could have adverse effects on global macroeconomic conditions which could negatively impact our business, financial condition, and results of operations. These conflicts are highly unpredictable and have already resulted in significant volatility in oil and natural gas prices worldwide.

If we are unable to maintain compliance with certain of our debt covenants or unable to obtain waivers, we may be unable to make additional borrowings and be declared in default where our debt will be made immediately due and payable. In addition, global economic conditions may make it more difficult to access new credit facilities.

Our liquidity position is, in part, dependent upon our ability to borrow funds from financial institutions and/or private individuals. Certain of our debts have financial covenants that require us to maintain certain operating income to debt service ratios. As of September 30, ~~2024~~2025, we were in compliance with all covenants. Due to the impact of macroeconomic, geopolitical, and health and safety factors, and the potential economic slowdown, our financial performance in future periods could be negatively impacted. A failure to comply with the financial covenants under our credit facility or obtain waivers would give rise to an event of default under the terms of certain of our debts, allowing the lenders to accelerate repayment of any outstanding debt.

Table of Contents

We have recorded impairment charges in current and past periods and may record additional impairment charges in future periods.

Our nightclubs are often acquired with a purchase price based on historical EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). This results in certain nightclubs carrying a substantial amount of intangible asset value, mostly allocated to licenses and goodwill. Generally accepted accounting principles require periodic impairment review of indefinite-lived intangible assets, long-lived assets, and goodwill to determine if, or when events and circumstances indicate that, the fair value of these assets is not recoverable. As a result of our periodic impairment reviews, we recorded impairment charges of $5.3 million in 2025 (representing $3.8 million of SOB license impairment on six clubs and $1.6 million of property and equipment impairment on one food hall operated under the Bombshells segment); $38.5 million in 2024 (representing $8.9 million of goodwill impairment ~~on four clubs~~, $11.8 million of SOB license impairment on seven clubs, $10.6 million of property and equipment impairment on four clubs and nine Bombshells units, $6.5 million of operating lease right-of-use assets impairment on five Bombshells units, $693,000 of tradename impairment on one club, and $68,000 related to other assets); and $12.6 million in 2023 (representing $4.2 million of goodwill impairment ~~on four clubs~~, $6.5 million of SOB license impairment on eight clubs, $1.0 million of operating lease right-of-use asset on one club, $814,000 of software impairment on two investment projects, and $58,000 of property and equipment impairment on one club); and $1.9 million in 2022 (representing $566,000 of goodwill impairment on one club, $293,000 of SOB license impairment on one club, and $1.0 million of property and equipment impairment on one club and one Bombshells unit). If difficult market and economic conditions materialize over the next year and/or we experience a decrease in revenue at one or more nightclubs or restaurants, we could incur a decline in fair value of one or more of our nightclubs or restaurants. This could result in future impairment charges of up to the total value of our tangible and intangible assets, including goodwill. We actively monitor our clubs and restaurants for any indication of impairment.

Table of Contents

license impairment on eight clubs, $1.0 million of operating lease right-of-use asset on one club, $814,000 of software impairment on two investment projects, and $58,000 of property and equipment impairment on one club). If difficult market and economic conditions materialize over the next year and/or we experience a decrease in revenue at one or more nightclubs or restaurants, we could incur a decline in fair value of one or more of our nightclubs or restaurants. This could result in future impairment charges of up to the total value of our tangible and intangible assets, including goodwill. We actively monitor our clubs and restaurants for any indication of impairment.

Risks related to regulations and/or regulatory agencies

Our business operations are subject to regulatory uncertainties which may affect our ability to continue operations of existing nightclubs, acquire additional nightclubs, or be profitable.

Adult entertainment nightclubs are subject to local, state and federal regulations. Our business is regulated by local zoning, local and state liquor licensing, local ordinances, and state and federal time place and manner restrictions. The adult entertainment provided by our nightclubs has elements of speech and expression and, therefore, enjoys some protection under the First Amendment to the United States Constitution. However, the protection is limited to the expression, and not the conduct of an entertainer. While our nightclubs are generally well established in their respective markets, there can be no assurance that local, state and/or federal licensing and other regulations will permit our nightclubs to remain in operation or profitable in the future.

The adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. If federal or state law mandates that they be classified as employees, our business could be adversely impacted.

The adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. The Internal Revenue Service regulations and applicable state law guidelines regarding independent contractor classification are subject to judicial and agency interpretation, and it could be determined that the independent contractor classification is inapplicable. Further, if legal standards for classification of independent contractors change, it may be necessary to modify our compensation structure for these adult entertainers, including by paying additional compensation or reimbursing expenses. While we take steps to ensure that our adult entertainers are deemed independent contractors, if our adult entertainers are determined to have been misclassified as independent contractors, we would incur additional exposure under federal and state law, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings. Any of these outcomes could result in substantial costs to us, could significantly impair our financial condition and our ability to conduct our business as we choose, and could damage our ability to attract and retain other personnel.

Our revenues could be significantly affected by limitations relating to permits to sell alcoholic beverages.

We derive a significant portion of our revenues from the sale of alcoholic beverages. States in which we operate may have laws which may limit the availability of a permit to sell alcoholic beverages, or which may provide for suspension or revocation of a permit to sell alcoholic beverages in certain circumstances. The temporary or permanent suspension or revocations of any such permits would have a material adverse effect on our revenues, financial condition and results of operations. In all states where we operate, management believes we are in compliance with applicable city, county, state or other local laws governing the sale of alcohol.

Table of Contents

Activities or conduct at our nightclubs may cause us to lose necessary business licenses, expose us to liability, or result in adverse publicity, which may increase our costs and divert management’s attention from our business.

We are subject to risks associated with activities or conduct at our nightclubs that are illegal or violate the terms of necessary business licenses. Some of our nightclubs operate under licenses for sexually oriented businesses and are afforded some protection under the First Amendment to the U.S. Constitution. While we believe that the activities at our nightclubs comply with the terms of such licenses, and that the element of our business that constitutes an expression of free speech under the First Amendment to the U.S. Constitution is protected, activities and conduct at our nightclubs may be found to violate the terms of such licenses or be unprotected under the U.S. Constitution. This protection is limited to the expression and not the conduct of an entertainer. An issuing authority may suspend or terminate a license for a nightclub found to have violated the license terms. Illegal activities or conduct at any of our nightclubs may result in negative publicity or litigation. Such consequences may increase our cost of doing business, divert management’s attention from our business and make an investment in our securities unattractive to current and potential investors, thereby lowering our profitability and our stock price.

Table of Contents

We have developed comprehensive policies aimed at ensuring that the operation of each of our nightclubs is conducted in conformance with local, state and federal laws. We have a “no tolerance” policy on illegal drug use in or around our facilities. We continually monitor the actions of entertainers, waitresses and customers to ensure that proper behavior standards are met. However, such policies, no matter how well designed and enforced, can provide only reasonable, not absolute, assurance that the policies’ objectives are being achieved. Because of the inherent limitations in all control systems and policies, there can be no assurance that our policies will prevent deliberate acts by persons attempting to violate or circumvent them. Notwithstanding the foregoing limitations, management believes that our policies are reasonably effective in achieving their purposes.

Risk related to our common stock

We must continue to meet NASDAQ Global Market Continued Listing Requirements, or we risk delisting.

Our securities are currently listed for trading on the NASDAQ Global Market. We must continue to satisfy NASDAQ’s continued listing requirements or risk delisting which would have an adverse effect on our business. If our securities are ever delisted from NASDAQ, they may trade on the over-the-counter market, which may be a less liquid market. In such case, our shareholders’ ability to trade or obtain quotations of the market value of shares of our common stock would be severely limited because of lower trading volumes and transaction delays. These factors could contribute to lower prices and larger spreads in the bid and ask prices for our securities. Additionally, we are presently not in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the SEC. Although we intend to regain compliance with Listing Rule 5250(c)(1) by filing all such reports as soon as practicable, there is no assurance that we will be able to maintain compliance with Listing Rule 5250(c)(1) or any of the other NASDAQ continued listing requirements.

We may be subject to allegations, defamations, or other detrimental conduct by third parties, which could harm our reputation and cause us to lose customers and/or contribute to a deflation of our stock price.

We have been subject to allegations by third parties or purported former employees, negative internet postings, and other adverse public exposure on our business, operations and staff compensation. We may also become the target of defamations or other detrimental conduct by third parties or disgruntled former or current employees. Such conduct may include complaints, anonymous or otherwise, to regulatory agencies, media or other organizations. We may be subject to government or regulatory investigation or other proceedings as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Any government or regulatory investigations initiated as a result of the above may cause a deflation in our stock price. Additionally, allegations, directly or indirectly against us, may be posted on the internet, including social media platforms by anyone, whether or not related to us, on an anonymous basis. Any negative publicity on us or our management can be quickly and widely disseminated. Social media platforms and devices immediately publish the content of their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted may be inaccurate and adverse to us, and it may harm our reputation, business or prospects. The harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be negatively affected as a result of the public dissemination of negative and potentially false information about our business and operations, which in turn may cause us to lose customers.

Table of Contents

Our quarterly operating results may fluctuate and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

Our nightclub operations are affected by seasonal factors. Historically, we have experienced reduced revenues from April through September with the strongest operating results occurring from October through March. As a result, our quarterly and annual operating results and comparable restaurant sales may fluctuate significantly as a result of seasonality and the factors discussed above. Accordingly, results for any one fiscal quarter are not necessarily indicative of results to be expected for any other fiscal quarter or for any fiscal year and same-store sales for any particular future period may decrease. In the future, operating results may fall below the expectations of securities analysts and investors. In that event, the price of our common stock would likely decrease.

Table of Contents

Anti-takeover effects of the issuance of our preferred stock could adversely affect our common stock.

Our board of directors has the authority to issue up to 1,000,000 shares of preferred stock in one or more series, to fix the number of shares constituting any such series, and to fix the rights and preferences of the shares constituting any series, without any further vote or action by the stockholders. The issuance of preferred stock by the board of directors could adversely affect the rights of the holders of our common stock. For example, such issuance could result in a class of securities outstanding that would have preferences with respect to voting rights and dividends and in liquidation over the common stock, and could (upon conversion or otherwise) enjoy all of the rights appurtenant to common stock. The board’s authority to issue preferred stock could discourage potential takeover attempts and could delay or prevent a change in control of the Company through merger, tender offer, proxy contest or otherwise by making such attempts more difficult to achieve or costlier. There are no issued and outstanding shares of preferred stock; there are no agreements or understandings for the issuance of preferred stock; and the board of directors has no present intention to issue preferred stock.

Future sales or the perception of future sales of a substantial amount of our common stock may depress our stock price.

The market price of our common stock could decline as a result of sales of substantial amounts of our common stock in the public market, or as a result of the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of common stock.

Our stock price has been volatile and may fluctuate in the future.

The trading price of our securities may fluctuate significantly. This price may be influenced by many factors, including:

•our performance and prospects;

•the depth and liquidity of the market for our securities;

•investor perception of us and the industry in which we operate;

•changes in earnings estimates or buy/sell recommendations by analysts;

•general financial and other market conditions; and

•domestic economic conditions.

Public stock markets have experienced, and may experience, extreme price and trading volume volatility. These broad market fluctuations may adversely affect the market price of our securities.

Cumulative voting is not available to our stockholders.

Cumulative voting in the election of directors is expressly denied in our Articles of Incorporation. Accordingly, the holder or holders of a majority of the outstanding shares of our common stock may elect all of our directors.

Table of Contents

Our directors and officers have limited liability and have rights to indemnification.

Our Articles of Incorporation and Bylaws provide, as permitted by governing Texas law, that our directors and officers shall not be personally liable to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director or officer, with certain exceptions. The Articles further provide that we will indemnify our directors and officers against expenses and liabilities they incur to defend, settle, or satisfy any civil litigation or criminal action brought against them on account of their being or having been its directors or officers unless, in such action, they are adjudged to have acted with gross negligence or willful misconduct.

The inclusion of these provisions in the Articles may have the effect of reducing the likelihood of derivative litigation against directors and officers and may discourage or deter stockholders or management from bringing a lawsuit against directors and officers for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders.

Table of Contents

The Articles provide for the indemnification of our officers and directors, and the advancement to them of expenses in connection with any proceedings and claims, to the fullest extent permitted by Texas law. The Articles include related provisions meant to facilitate the indemnitee’s receipt of such benefits. These provisions cover, among other things: (i) specification of the method of determining entitlement to indemnification and the selection of independent counsel that will in some cases make such determination, (ii) specification of certain time periods by which certain payments or determinations must be made and actions must be taken, and (iii) the establishment of certain presumptions in favor of an indemnitee.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 1B. UNRESOLVED STAFF COMMENTS.

None.

2223

Table of Contents

Item 1C. CYBERSECURITY.

We rely heavily on information technology systems to operate and manage all key aspects of our business. We also process substantial volumes of sensitive customer and employee personal information, which if impacted by cyber threats could result in financial and reputational harms and regulatory sanction. We have developed and implemented, and update on an ongoing basis, a risk-based information security program designed to identify, assess and manage material risks from cybersecurity threats.

Risk Management and Strategy

We assess, identify, and manage material risks related to potential cyber attacks on or through our information systems that could adversely affect the confidentiality, integrity, or availability of our information systems or the information residing on those systems through various processes. These processes include a wide variety of controls, technologies, methods, systems, and other processes that are designed to prevent, detect, or mitigate data loss, theft, and misuse, and unauthorized access to, or other cyber attacks or vulnerabilities affecting, our data.

The assessment of cyber risk is integrated into our overall risk management processes and cybersecurity is identified as a key risk within our enterprise risk management program. We strive to implement cyber policies, standards, processes, and controls for assessing, identifying, and managing material risks from cyber threats and responding to cyber attacks that are aligned with industry best practices.

We have an information technology team, led by our ~~director~~Director of ~~information~~Information ~~technology~~Technology, that is responsible for implementing and maintaining cybersecurity and data protection practices at the Company in close coordination with our senior management team. Our Director of Information Technology has more than 20 years of extensive work experience in technology, business systems, and operations. We seek to address cyber risks through a cross-functional approach, including relevant training for applicable employees and regular reviews and tests of our cybersecurity program that leverage work done by internal audit.

We use processes to oversee and identify material risks from cyber threats associated with our use of third-party technology and systems. We maintain processes to reduce the impact of a cyber attack at a third-party vendor. We maintain a cybersecurity incident response plan, which details the incident response procedures and points of contact related to the response processes. The response plan includes a decision-tree-based playbook, which is a supplement to the plan, and focuses on specific types of incidents and the appropriate response steps.

As of the date of this report, we are not aware of any recent cybersecurity attacks that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition.

See Item 1A—"Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our information security systems.

Governance

Our board of directors has ultimate risk oversight responsibility for the Company and administers this responsibility both directly and with assistance from its committees. The Audit Committee oversees our overall enterprise risk management program and assists the entire board in fulfilling its oversight responsibility with respect to our information security and technology risks. The Audit Committee actively reviews and discusses our information security and technology risk management programs and regularly reports to the entire board on our relevant strengths and opportunities.

The Audit Committee receives periodic updates from our ~~director~~Director of ~~information~~Information ~~technology~~Technology. These updates include matters such as ongoing changes in our external and internal cyber threat landscape, new technology trends and regulatory developments, evolving internal policies and practices used to manage and mitigate cyber and technology-related risks, and trends in various metrics that are used to help assess our overall cybersecurity program effectiveness.

2324

Table of Contents

Item 2. PROPERTIES.

As of September 30, ~~2024~~2025, we own 8788 real estate properties. On 5760 of these properties, we operate clubs or restaurants, including those temporarily closed. We lease multiple other properties to third-party tenants. Eight of our owned properties are in locations where we previously operated clubs or are adjacent to acquired clubs, but now lease the buildings to third parties. Twenty ~~two~~ are non-income-producing properties for corporate use (including our corporate office) or future club or restaurant locations, or may be offered for sale in the future. ~~Thirteen~~Eleven of our clubs and restaurants are in leased locations.

Our principal corporate office is located at 10737 Cutten Road, Houston, Texas 77066, consisting of a 21,000-square foot corporate office and an 18,000-square foot warehouse facility.

Below is a list of locations we operated as of September 30, ~~2024~~2025:

Name of Establishment	Fiscal Year Acquired/Opened
Club Onyx, Houston, TX	1995
Rick’s Cabaret, Minneapolis, MN	1998
XTC Cabaret, Austin, TX	1998
Scarlett's Cabaret, San Antonio, TX	1998
Rick’s Cabaret, New York City, NY	2005
Club Onyx, Charlotte, NC	2005	(1)
Jaguars Club, San Antonio, TX	2006
Rick’s Cabaret, Fort Worth, TX	2007
Tootsie’s Cabaret, Miami Gardens, FL	2008
Dallas Showclub, Dallas, TX	2008
Rick’s Cabaret, Round Rock, TX	2009
Cabaret East, Fort Worth, TX	2010
Rick’s Cabaret DFW, Fort Worth, TX	2011
Downtown Cabaret, Minneapolis, MN	2011
Silver City Cabaret, Dallas, TX	2012
Jaguars Club, Odessa, TX	2012
Jaguars Club, Phoenix, AZ	2012
Jaguars Club, Longview, TX	2012
Baby Dolls, Tye, TX	2012
Jaguars Club, Edinburg, TX	2012	(3)
Chicas Locas, El Paso, TX	2012	(3)
Chicas Locas, Harlingen, TX	2012
Studio 80, Fort Worth, TX	2013	(1)
Bombshells, Dallas, TX	2013
Scarlett's Cabaret, Sulphur, LA	2013
Temptations, Beaumont, TX	2013
Vivid Cabaret, New York, NY	2014	(1)
Bombshells, Austin, TX	2014	(1)
Rick’s Cabaret, Odessa, TX	2014
Bombshells, Spring, TX	2014	(1)
Bombshells Fuqua, Houston, TX	2014	(1)
Foxy’s Cabaret, Austin TX	2015
The Seville, Minneapolis, MN	2015
Hoops Cabaret and Sports Bar, New York, NY	2016	(1)
Bombshells, Highway 290 Houston, TX	2017	(1)
Scarlett’s Cabaret, Washington Park, IL	2017
Scarlett’s Cabaret, Miami, FL	2017
Bombshells, Pearland, TX	2018

2425

Table of Contents

Hoops Cabaret and Sports Bar, New York, NY	2016	(1)
Name of Establishment	Fiscal Year Acquired/Opened
Bombshells, Highway 290 Houston, TX	2017	(1)
Scarlett’s Cabaret, Washington Park, IL	2017
Scarlett’s Cabaret, Miami, FL	2017
Bombshells, Pearland, TX	2018
Kappa Men’s Club, Kappa, IL	2018
Rick’s Cabaret, Chicago, IL	2019
Rick’s Cabaret, Pittsburgh, PA	2019
Bombshells I-10, Houston, TX	2019
Bombshells 249, Houston, TX	2019
Bombshells, Katy, TX	2020
Bombshells 59, Houston, TX	2020
Diamond Cabaret, Denver, CO	2022	(1)
Scarlett's Cabaret, Denver, CO	2022
PT's Showclub, Denver, CO	2022
Rick's Cabaret, Denver, CO	2022	(1)
Diamond Cabaret, St. Louis, IL	2022	(1)
Country Rock Cabaret, St. Louis, IL	2022	(1)
PT's Showclub, Indianapolis, IN	2022
Rick's Cabaret, Raleigh, NC	2022	(1)
Rick's Cabaret, Portland, ME	2022
PT's Showclub, Louisville, KY	2022
PT's Centerfold, Denver, CO	2022
Mansion Gentlemen's Club & Steakhouse, Newburgh, NY	2022
Bombshells, Arlington, TX	2022
Playmates Club, Miami, FL	2022
Cheetah Gentlemen's Club, Miami, FL	2022
PT's Showclub, Odessa, TX	2022
Heartbreakers Gentlemen's Club, Dickinson, TX	2023
Cherry Creek Food Hall, Denver, CO	2023
Baby Dolls, Dallas, TX	2023
Chicas Locas, Dallas, TX	2023
Chicas Locas, Arlington, TX	2023
Chicas Locas, Houston, TX	2023
Baby Dolls, Fort Worth, TX	2023	(2)
PT's Centerfold, Lubbock, TX	2024
Bombshells, Stafford, TX	2024
Bombshells, Denver, CO	2025
Flight Club, Inkster, MI	2025
Platinum West, West Columbia, SC	2025
Platinum Plus, Allentown, PA	2025	(1)
Rick's Cabaret, Central City, CO	2025
Bombshells, Lubbock, TX	2025

(1)Leased location.

(2)Temporarily closed due to fire.

~~Our~~(3)Closed ~~property~~or ~~leases~~sold ~~are~~subsequent ~~typically for a fixed rental rate with contingent rent for certain locations. The lease terms generally have initial terms of 10~~ to ~~20 years with renewal terms of 5 to 20 years. At~~ September 30, ~~2024, certain of the properties we own were collateral for mortgage debt amounting to approximately $151~~2025.~~1 million. We believe that our existing facilities, both owned and leased, are in good condition and adequate and suitable for the conduct of our business.~~

~~See related information in Notes 6 and 8 to our consolidated financial statements.~~26

Table of Contents

Our property leases are typically for a fixed rental rate with contingent rent for certain locations. The lease terms generally have initial terms of 10 to 20 years with renewal terms of 5 to 20 years. At September 30, 2025, certain of the properties we own were collateral for mortgage debt amounting to approximately $150.6 million. We believe that our existing facilities, both owned and leased, are in good condition and adequate and suitable for the conduct of our business.

See related information in Notes 7 and 9 to our consolidated financial statements.

Item 3. LEGAL PROCEEDINGS.

See the “Legal Matters” section within Note 1011 to our consolidated financial statements within this Annual Report on Form 10-K for the requirements of this Item, which section is incorporated herein by reference.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

2627

Table of Contents

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on the NASDAQ Global Market under the symbol “RICK.”

Holders

On ~~December~~March 13, ~~2024~~2026, the closing stock price for our common stock as reported by NASDAQ was $5221.0942, and there were 8775 stockholders of record of our common stock (excluding broker held shares in “street name”). Currently, we estimate that there are approximately 11,~~700~~400 stockholders having beneficial ownership in street name.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Colonial Stock Transfer Company, Inc., 66 Exchange Place, 1st Floor, Salt Lake City, Utah 84111.

Dividend Policy

Prior to 2016, we had not paid cash dividends on our common stock. Starting in March 2016, in conjunction with our share buyback program (see discussion below), our board of directors declared regular quarterly cash dividends. Below are our historical dividend payments:

			Quarterly Dividend per Share
Second quarter 2016 through third quarter 2019			$0.03
Fourth quarter 2019			$0.04
First quarter 2020			$0.03
Second quarter 2020			$0.04
Third quarter 2020			$0.03
Fourth quarter 2020 through first quarter 2022			$0.04
Second quarter 2022 through first quarter 2023			$0.05
Second quarter 2023 though third quarter 2024			$0.06
Fourth quarter 2024 through current			$0.07
Fourth quarter 2024 through first quarter 2026			$0.07
Second quarter 2026 through current			$0.08

During fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, we paid cash dividends totaling $2.35 million, $2.13 million, and $12.81 million, respectively.

2728

Table of Contents

Purchases of Equity Securities by the Issuer

Our share repurchase activity during the three months ended September 30, ~~2024~~2025 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
July 1-31, 2024	130,244	$	44.85	130,244	$	23,025,567
July 1-31, 2025	27,939	$	38.96	27,939	$	10,788,525
August 1-31, 2024	21,895	$	45.23	21,895	$	22,035,349
August 1-31, 2025	29,400	$	36.44	29,400	$	9,717,204
September 1-30, 2024	22,651	$	44.16	22,651	$	21,035,109
September 1-30, 2025	15,400	$	35.22	15,400	$	9,174,873
	174,790			174,790
	72,739	$	37.15	72,739

(1) Prices include any commissions and transaction costs, excluding excise tax on stock buybacks.

(2) All shares were purchased pursuant to the repurchase plans approved by the board of directors. Onas ~~July~~disclosed 9,in ~~2024,~~our ~~the~~most ~~board~~recent ofAnnual ~~directors~~Report ~~approved~~on aForm ~~$25~~10-K.~~0 million increase in the Company's share repurchase program.~~

Equity Compensation Plan Information

On February 7, 2022, our board of directors approved the 2022 Stock Option Plan (the “2022 Plan”). The board’s adoption of the 2022 Plan was approved by the shareholders during the annual stockholders' meeting on August 23, 2022. The 2022 Plan provides that the maximum aggregate number of shares of common stock underlying options that may be granted under the 2022 Plan is 300,000. The options granted under the 2022 Plan may be either incentive stock options or non-qualified options. The 2022 Plan is administered by the compensation committee of the board of directors. The compensation committee has the exclusive power to select individuals to receive grants, to establish the terms of the options granted to each participant, provided that all options granted shall be granted at an exercise price not less than the fair market value of the common stock covered by the option on the grant date, and to make all determinations necessary or advisable under the 2022 Plan. On February 9, 2022, the board of directors approved a grant of 50,000 stock options each to six members of management subject to the approval of the 2022 Plan.

See Note 1113 to our consolidated financial statements for details.

2829

Table of Contents

Stock Performance Graph

The following chart compares the five-year cumulative total stock performance of our common stock; the NASDAQ Composite Index (IXIC); the Russell 2000 Index (RUT); and the Dow Jones U.S. Restaurant & Bar Index (DJUSRU), our peer index. The graph assumes a hypothetical investment of $100 on September 30, ~~2019~~2020, in each of our common stock and each of the indices, and that all dividends were reinvested. The measurement points utilized in the graph consist of the last trading day as of September 30 each year, representing the last day of our fiscal year. The calculations exclude trading commissions and taxes. We have selected the Dow Jones U.S. Restaurant & Bar Index as our peer index since it represents a broader group of restaurant and bar operators that are more aligned to our core business operations. RICK is a component of the NASDAQ Composite Index and the Russell 2000 Index. The historical stock performance presented below is not intended to and may not be indicative of future stock performance.

	9/30/2019		9/30/2020		9/30/2021		9/30/2022		9/30/2023		9/30/2024
	9/30/2020		9/30/2021		9/30/2022		9/30/2023		9/30/2024		9/30/2025
RCI Hospitality Holdings, Inc.	$	100.00	$	98336.8819	$	~~332~~319.4302	$	~~315~~296.4539	$	~~293~~217.0781	$	~~215~~149.3749
NASDAQ Composite Index	$	100.00	$	~~139~~129.6138	$	~~180~~94.6270	$	~~132~~118.2137	$	~~165~~162.2688	$	~~227~~202.3891
Dow Jones U.S. Restaurant & Bar Index	$	100.00	$	~~101~~122.3058	$	~~124~~105.1838	$	~~106~~120.7503	$	~~121~~146.6072	$	~~148~~146.6383
Russell 2000 Index	$	100.00	$	98146.9721	$	~~144~~110.7042	$	~~109~~118.2840	$	~~117~~147.1891	$	~~146~~161.3860

Item 6. [RESERVED]

2930

Table of Contents

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand RCI Hospitality Holdings, Inc., our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes thereto contained in Item 8 – “Financial Statements and Supplementary Data” of this report. This overview summarizes the MD&A, which includes the following sections:

•Our Business — a general description of our business and the adult nightclub industry, our objective, our strategic priorities, our core capabilities, and challenges and risks of our business.

•Critical Accounting Policies and Estimates — a discussion of accounting policies that require critical judgments and estimates.

•Operations Review — an analysis of our Company’s consolidated results of operations for the three years presented in our consolidated financial statements.

•Liquidity and Capital Resources — an analysis of cash flows, aggregate contractual obligations, and an overview of financial position.

OUR BUSINESS

The following are our operating segments:

Nightclubs			Our wholly-owned subsidiaries own and/or operate upscale adult nightclubs. These nightclubs are in Houston, Austin, San Antonio, Dallas, Fort Worth, Beaumont, Longview, Harlingen, Edinburg, Tye, Lubbock, Round Rock, El Paso and Odessa, Texas; Central City and Denver, Colorado; Charlotte and Raleigh, North Carolina; Minneapolis, Minnesota; New York and Newburgh, New York; Miami Gardens, Pembroke Park and Miami, Florida; Pittsburgh and Allentown, Pennsylvania; Phoenix, Arizona; Louisville, Kentucky; Portland, Maine; Indianapolis, Indiana; ~~and~~ Washington Park, Kappa, Sauget and Chicago, Illinois; Inkster, Michigan; and West Columbia, South Carolina. No sexual contact is permitted at any of our locations. We also own and operate a Studio 80 dance club in Fort Worth, Texas. We also own and lease to third parties real properties that are adjacent to (or used to be locations of) our clubs.
Bombshells			Our wholly-owned subsidiaries own and operate restaurants and sports bars in Houston, Dallas, ~~Austin, Spring,~~ Pearland, Tomball, Katy, Arlington, Stafford, and ~~Stafford~~Lubbock, Texas, and Denver, Colorado, under the brand name Bombshells Restaurant & Bar. ~~Bombshells also operates a food hall in Denver, Colorado.~~
Other			Our wholly-owned subsidiaries own a media division (“Media Group”), including the leading trade magazine serving the multibillion-dollar adult nightclubs industry and the adult retail products industry. We also own an industry trade show, an industry trade publication and more than a dozen industry and social media websites. Included here is Drink Robust, which is licensed to sell Robust Energy Drink in the United States.

We generate our revenues from the sale of liquor, beer, wine, food, and merchandise; service revenues such as cover charges, membership fees, and facility use fees; and other revenues such as commissions from vending and ATM machines, real estate rental, valet parking, and other products and services for both nightclub and restaurant/sports bar operations. Other revenues include Media Group revenues for the sale of advertising content and revenues from our annual Expo convention, and Drink Robust sales. Our fiscal year-end is September 30.

3031

Table of Contents

Upon initial adoption of ASU 2023-07 for the annual reporting period ended September 30, 2025 (see Note 2 to our consolidated financial statements), certain previously reported segment information have changed. There were no changes in consolidated amounts. Segment-related discussions and analyses in the MD&A relate to amounts exclusive of intersegment items.

Same-Store Sales. 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 significantly higher than normal. We exclude from a particular month’s calculation units previously included in the same-store sales base that have closed temporarily for more than 15 days 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 definitions stated above. Revenues outside of our Nightclubs and Bombshells reportable segments’ core business are excluded from same-store sales calculation.

Our goal is to use our Company’s assets—our brands, financial strength, and the talent and strong commitment of our management and employees—to become more competitive and to accelerate growth.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these consolidated financial statements requires our management to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are based on management’s historical and industry experience and on various other assumptions that are believed to be reasonable under the circumstances. On a regular basis, we evaluate these accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results may differ from our estimates, and such differences could be material.

A full discussion of our significant accounting policies is contained in Note 2 to our consolidated financial statements, which is included in Item 8 – “Financial Statements and Supplementary Data” of this report. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our financial results. These estimates require our most difficult, subjective or complex judgments because they relate to matters that are inherently uncertain. We have reviewed these critical accounting policies and estimates and related disclosures with our Audit Committee.

Impairment of Long-Lived Assets

We review long-lived assets, such as property and equipment, and intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value. We define our asset group as an operating club or restaurant location, which is also our reporting unit or the lowest level for which cash flows can be identified. Key estimates in the undiscounted cash flow model include management’s estimate of the projected revenues and operating margins. Fair value is determined using the market, income, or cost approaches. If fair value is used to determine using the income approach, an additional key assumption is the selection of a weighted-average cost of capital to discount cash flows. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated.

During fourth quarter of 2025, we impaired one property for $1.6 million in property and equipment.

Table of Contents

During the third quarter of 2024, we impaired six properties for $4.8 million in property and equipment and $5.7 million in operating lease right-of-use assets. During the fourth quarter of 2024, we impaired ten properties for $5.8 million in property and equipment and $747,000 in operating lease right-of-use assets. These properties are predominantly comprised of leased Bombshells locations.

During the third quarter of 2023, we impaired one property for $58,000 for its property and equipment and $1.0 million for its operating lease right-of-use asset before the club's permanent closure. During the fourth quarter of 2023, we also recognized software impairments amounting to $814,000 related to two venture projects.

Table of Contents

During the third quarter of 2022, we impaired two properties for a total of $1.0 million one due to eminent domain by the state of Texas and the other due to underperformance.

Key assumptions and estimates used in long-lived asset impairment testing, the most significant of which is our estimated future cash flows, may produce materially different amounts of fair value, which could significantly impact our results of operations.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets that have indefinite useful lives are tested annually for impairment during our fourth fiscal quarter and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired.

Our impairment calculations require management to make assumptions and to apply judgment in order to estimate fair values. If our actual results are not consistent with our estimates and assumptions, we may be exposed to impairments that could be material. We do not believe that there is a reasonable likelihood that there will be a change in the estimates or assumptions we used that could cause a material change in our calculated impairment charges.

For our goodwill impairment review, we have the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. This assessment is based on several factors, including industry and market conditions, overall financial performance, including an assessment of cash flows in comparison to actual and projected results of prior periods. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on our qualitative analysis, or if we elect to skip this step, we perform a Step 1 quantitative analysis to determine the fair value of the reporting unit. The fair value is determined using market-related valuation models, including discounted cash flows and comparable asset market values. Key estimates in the discounted cash flow model include management’s estimate of the projected revenues and operating margins, along with the selection of a weighted-average cost of capital to discount cash flows. We recognize goodwill impairment in the amount that the carrying value of the reporting unit exceeds the fair value of the reporting unit, not to exceed the amount of goodwill allocated to the reporting unit, based on the results of our Step 1 analysis. For the year ended September 30, ~~2024~~2025, we ~~identified~~did ~~four~~not ~~reporting~~impair ~~units that were impaired and recognized a total~~ goodwill ~~impairment of $8~~.9 ~~million.~~ For the year ended September 30, ~~2023~~2024, we identified four reporting units that were impaired and recognized a total goodwill impairment of $48.29 million. For the year ended September 30, ~~2022~~2023, we identified ~~one~~four reporting ~~unit~~units that ~~was~~were impaired and recognized a total goodwill impairment ~~loss~~ of $~~566,000~~4.2 million.

For indefinite- and definite-lived intangibles, specifically SOB licenses, we determine fair value by estimating the multiperiod excess earnings of the asset with key assumptions being similar to those used in the goodwill impairment valuation model. We recorded impairment charges for SOB licenses amounting to $113.8 million in ~~2024~~2025 related to ~~seven~~six clubs, $611.58 million in ~~2023~~2024 related to ~~eight~~seven clubs, and $~~293,000~~6.5 million in ~~2022~~2023 related to ~~one~~eight ~~club~~clubs. For indefinite-lived tradename, we determine fair value by using the relief from royalty method. The fair value is then compared to the carrying value and an impairment charge is recognized by the amount by which the carrying amount exceeds the fair value of the asset. We recorded impairment charges for tradenames amounting to $0 in 2025, $693,000 in 2024 related to one club, ~~$0 in 2023,~~ and $0 in ~~2022~~2023.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting, which requires the recognition of acquired tangible and identifiable intangible assets and assumed liabilities at their acquisition date fair values. These fair values are a result of valuation techniques that use significant assumptions that are subject to a high degree of judgment. The excess of the acquisition price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to acquired entities are included prospectively beginning with the date of acquisition. Acquisition-related costs are expensed as incurred.

3233

Table of Contents

Stock-based Compensation

We recognize expense for stock-based compensation awards, which is equal to the fair value of the awards at grant date, ratably in selling, general and administrative expenses in our consolidated statements of income over their requisite service period. Calculating the grant date fair value of stock-based compensation awards requires the input of subjective assumptions. We determine the fair value of each stock option grant using the Black-Scholes option-pricing model with assumptions based primarily on historical data. Specific inputs to the model include the expected term of the stock options, stock price volatility, dividend yield, and risk-free interest rate.

We used our historical exercise and post-vesting expiration behavior of grantees on stock options awarded prior to the 2022 Plan which may not be reflective of current stock market environment and current mix of grantees. We estimated expected volatility based on historical volatility of the Company's stock price for a period equal to the award's expected term. We estimated expected dividend yield based on the current dividend payout activity and the exercise price (that is, the expected dividends that would likely be reflected in an amount at which the stock option would be exchanged). The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. We recognize forfeitures when they occur.

Income Taxes

We estimate certain components of our provision for income taxes including the recoverability of deferred tax assets that arise from temporary differences between the tax and book carrying amounts of existing assets and liabilities and their respective tax bases. These estimates include depreciation and amortization expense allowable for tax purposes, allowable tax credits for items such as taxes paid on employee tip income, effective rates for state and local income taxes, and the deductibility of certain other items, among others. We adjust our annual effective income tax rate as additional information on outcomes or events becomes available. When necessary, we record a valuation allowance to reduce deferred tax assets to a balance that is more likely than not to be realized.

Legal and Other Contingencies

As mentioned in Item 3 – “Legal Proceedings” and in a more detailed discussion in Note 1011 to our consolidated financial statements, we are involved in various suits and claims in the normal course of business. We record a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. In the opinion of management, there was not at least a reasonable possibility that we may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies for asserted legal and other claims. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting period could be materially adversely affected. 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.

33In fiscal 2025, the Company self-insured a significant portion of expected losses under its general liability and liquor insurance programs due to increasingly prohibitive costs of such coverage from third-party insurers. The Company continues to purchase insurance for workers' compensation, property, auto, and business interruption, as well as the minimum insurance coverage where it is required by law for licensing requirements. We record a liability for unresolved claims and for an estimate of incurred but not reported claims including legal costs based on historical experience. The estimated liability is based on a number of assumptions and factors regarding economic conditions, the frequency and severity of claims development history, and settlement practices. Our assumptions are reviewed, monitored, and adjusted when warranted by changing circumstances.

Table of Contents

OPERATIONS REVIEW

Highlights of operations from fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023 are as follows (in thousands, except percentages and per share amounts):

	2024		Inc (Dec)		2023		Inc (Dec)		2022
	2025		Inc (Dec)		2024		Inc (Dec)		2023
Revenues
Consolidated	$	~~295~~279,~~604~~434	0(5.65)	%	$	~~293~~295,~~790~~604	90.86	%	$	~~267~~293,~~620~~790
Nightclubs	$	~~243~~242,~~864~~501	3.(0.6)	%	$	~~236~~243,~~748~~864	143.80	%	$	~~206~~236,~~251~~748
Bombshells	$	5035,~~578~~810	(929.2)	%	$	5550,~~723~~578	(79.02)	%	$	5955,~~925~~723
Same-store sales
Consolidated			-5(3.15)	%			-6(5.01)	%
Nightclubs			-(2.1)	%			-3(2.51)	%
Bombshells			~~-18~~(13.46)	%			~~-14~~(18.64)	%
Income (loss) from operations
Consolidated	$	1830,~~805~~267	~~(63~~61.5)0	%	$	5118,~~484~~805	(2863.05)	%	$	7151,~~459~~484
Nightclubs	$	5869,~~094~~569	(20.6)1	%	$	7357,~~187~~912	(1120.69)	%	$	8273,~~798~~174
Bombshells	$	~~(10,646)~~177	~~(263~~101.7)6	%	$	6(10,~~502~~783)	(43265.58)	%	$	116,~~504~~502
Diluted earnings per share	$	01.3323	~~(89~~272.5)7	%	$	30.1333	(3689.35)	%	$	43.9113
Non-GAAP diluted earnings per share*	$	42.7212	(355.61)	%	$	4.9072	(83.96)	%	$	54.3890
Net cash provided by operating activities	$	5549,~~884~~418	(511.56)	%	$	5955,~~130~~884	(85.35)	%	$	6459,~~509~~130
Free cash flow*	$	4845,~~421~~398	(86.92)	%	$	5348,~~176~~421	(98.79)	%	$	5853,~~911~~176

*Reconciliation and discussion of non-GAAP financial measures are included under the “Non-GAAP Financial Measures” section of this Item. These measures should be considered in addition to, rather than as a substitute for, U.S. GAAP measures.

Table of Contents

The following common size tables present a comparison of our results of operations as a percentage of total revenues for the three most recently completed fiscal years:

	2024		2023		2022
Revenues
Sales of alcoholic beverages	45.0	%	43.3	%	42.3	%
Sales of food and merchandise	15.1	%	14.9	%	16.6	%
Service revenues	33.3	%	35.3	%	35.1	%
Other	6.6	%	6.5	%	6.0	%
Total revenues	100.0	%	100.0	%	100.0	%
Operating expenses
Cost of goods sold
Alcoholic beverages sold	18.2	%	18.3	%	17.8	%
Food and merchandise sold	36.7	%	35.1	%	35.1	%
Service and other	0.3	%	0.2	%	0.3	%
Total cost of goods sold (exclusive of items shown separately below)	13.9	%	13.3	%	13.5	%
Salaries and wages	28.5	%	27.1	%	25.6	%
Selling, general and administrative	33.7	%	31.7	%	29.5	%
Depreciation and amortization	5.2	%	5.2	%	4.6	%
Impairments and other charges, net	12.4	%	5.3	%	0.2	%
Total operating expenses	93.6	%	82.5	%	73.3	%
Income from operations	6.4	%	17.5	%	26.7	%
Other income (expenses)
Interest expense	(5.6)	%	(5.4)	%	(4.5)	%
Interest income	0.2	%	0.1	%	0.2	%
Non-operating gains, net	—	%	—	%	0.1	%
Income before income taxes	0.9	%	12.2	%	22.5	%
Income tax expense (benefit)	(0.1)	%	2.3	%	5.3	%
Net income	1.0	%	9.9	%	17.2	%

†Percentages may not foot due to rounding in this and in all of the succeeding tables presenting percentages in this report. Percentage of revenue for individual cost of goods sold items pertains to their respective revenue line.

Table of Contents

~~Below~~The isfollowing acommon ~~table~~size ~~presenting~~income ~~the~~statements ~~changes~~present ina ~~each~~comparison ~~line~~of ~~item~~our consolidated results of ~~the~~operations ~~income~~as ~~statement~~a percentage of total revenues for the ~~last~~ three ~~fiscal~~most ~~years~~recently ~~(dollar~~completed ~~amounts~~fiscal ~~in thousands)~~years:

	Better (Worse)
	2025			2024		2023
	2024 vs. 2023					2023 vs. 2022
Revenues
	Amount			%		Amount			%
Sales of alcoholic beverages	43.7		%	45.0	%	43.3		%
Revenues
Sales of food and merchandise	14.3		%	15.1	%	14.9		%
Sales of alcoholic beverages	$	5,862		4.6	%	$	13,946		12.3	%
Service revenues	34.7		%	33.3	%	35.3		%
Sales of food and merchandise	700			1.6	%	(388)			(0.9)	%
Other	7.3		%	6.6	%	6.5		%
Service revenues	(5,122)			(4.9)	%	9,689			10.3	%
Total revenues	100.0		%	100.0	%	100.0		%
Other	374			2.0	%	2,923			18.1	%
Operating expenses
Total revenues	1,814			0.6	%	26,170			9.8	%
Cost of goods sold
Operating expenses
Alcoholic beverages sold	18.1		%	18.2	%	18.3		%
Cost of goods sold
Food and merchandise sold	35.3		%	36.7	%	35.1		%
Alcoholic beverages sold	(937)			(4.0)	%	(3,136)			(15.6)	%
Service and other	0.3		%	0.3	%	0.2		%
Food and merchandise sold	(931)			(6.0)	%	108			0.7	%
Total cost of goods sold (exclusive of items shown separately below)	13.1		%	13.9	%	13.3		%
Service and other	(115)			(40.8)	%	35			11.0	%
Salaries and wages	29.9		%	28.5	%	27.1		%
Total cost of goods sold (exclusive of items shown separately below)	(1,983)			(5.1)	%	(2,993)			(8.3)	%
Selling, general, and administrative	38.6		%	33.7	%	31.7		%
Salaries and wages	(4,677)			(5.9)	%	(11,053)			(16.1)	%
Depreciation and amortization	5.4		%	5.2	%	5.2		%
Selling, general and administrative	(6,648)			(7.1)	%	(14,177)			(18.0)	%
Impairments and other charges, net	2.1		%	12.4	%	5.3		%
Depreciation and amortization	(244)			(1.6)	%	(2,760)			(22.3)	%
Total operating expenses	89.2		%	93.6	%	82.5		%
Impairments and other charges, net	(20,941)			(134.0)	%	(15,162)			(3,246.7)	%
Income from operations	10.8		%	6.4	%	17.5		%
Total operating expenses	(34,493)			(14.2)	%	(46,145)			(23.5)	%
Other income (expenses)
Income from operations	(32,679)			(63.5)	%	(19,975)			(28.0)	%
Interest expense	(5.9)		%	(5.6)	%	(5.4)		%
Other income/expenses
Interest income	0.2		%	0.2	%	0.1		%
Interest expense	(753)			(4.7)	%	(3,976)			(33.3)	%
Non-operating gains, net	0.3		%	—	%	—		%
Interest income	94			24.2	%	(23)			(5.6)	%
Income before income taxes	5.5		%	0.9	%	12.2		%
Non-operating gains/losses, net	—			—	%	(211)			(100.0)	%
Income tax expense (benefit)	1.6		%	(0.1)	%	2.3		%
Income/loss before income taxes	(33,338)			(92.7)	%	(24,185)			(40.2)	%
Net income	3.9		%	1.0	%	9.9		%
Income tax expense/benefit	7,256			106.0	%	7,225			51.3	%
Net income	$	(26,082)		(89.6)	%	$	(16,960)		(36.8)	%

†Percentages may not foot due to rounding in this and in all of the succeeding tables presenting percentages in this report. They represent their corresponding dollar values divided by the base. Percentage of revenue for individual cost of goods sold items pertains to their respective revenue line.

Table of Contents

Below is a table presenting the changes in each line item of the income statement for the last three fiscal years (dollar amounts in thousands):


	Better (Worse)
	2025 vs. 2024				2024 vs. 2023
	Amount		%		Amount		%
Revenues
Sales of alcoholic beverages	$	(11,000)	(8.3)	%	$	5,862	4.6	%
Sales of food and merchandise	(4,635)		(10.4)	%	700		1.6	%
Service revenues	(1,376)		(1.4)	%	(5,122)		(4.9)	%
Other	841		4.3	%	374		2.0	%
Total revenues	(16,170)		(5.5)	%	1,814		0.6	%
Operating expenses
Cost of goods sold
Alcoholic beverages sold	2,085		8.6	%	(937)		(4.0)	%
Food and merchandise sold	2,242		13.7	%	(931)		(6.0)	%
Service and other	21		5.3	%	(115)		(40.8)	%
Total cost of goods sold (exclusive of items shown separately below)	4,348		10.6	%	(1,983)		(5.1)	%
Salaries and wages	512		0.6	%	(4,677)		(5.9)	%
Selling, general, and administrative	(8,167)		(8.2)	%	(6,648)		(7.1)	%
Depreciation and amortization	317		2.1	%	(244)		(1.6)	%
Impairments and other charges, net	30,622		83.7	%	(20,941)		(134.0)	%
Total operating expenses	27,632		10.0	%	(34,493)		(14.2)	%
Income from operations	11,462		61.0	%	(32,679)		(63.5)	%
Other income/expenses
Interest expense	327		2.0	%	(753)		(4.7)	%
Interest income	83		17.2	%	94		24.2	%
Non-operating gains/losses, net	968		100.0	%	—		—	%
Income/loss before income taxes	12,840		492.3	%	(33,338)		(92.7)	%
Income tax expense/benefit	(5,019)		*		7,256		*
Net income	$	7,821	259.1	%	$	(26,082)	(89.6)	%

*Not meaningful.

Revenues

Consolidated revenues ~~increased~~decreased by $116.82 million, or 05.65%, from ~~2023~~2024 to ~~2024~~2025 due mainly from ~~recently~~closed ~~acquired~~units ~~clubs~~ and athe ~~newly opened Bombshells, partially offset by a~~ decrease in same-store sales, ~~and~~partially aoffset by sales ~~decrease~~ from ~~locations~~new ~~that were closed or rebranded in 2024~~units. From ~~2022~~2023 to ~~2023~~2024, consolidated revenues increased by $261.28 million, or 90.86%, due mainly tofrom ~~newly~~recently acquired ~~locations~~clubs and a newly opened Bombshells, partially offset by a decrease in same-store sales and a sales decrease from locations that were closed or rebranded in ~~2023~~2024.

3637

Table of Contents

Segment contribution to total revenues was as follows (dollar amounts in thousands):

	2024		Inc (Dec)		2023		Inc (Dec)		2022
	2025		Inc (Dec)		2024		Inc (Dec)		2023
Nightclubs
Sales of alcoholic beverages	$	~~105~~103,~~669~~495	9(2.71)	%	$	96105,~~325~~669	209.47	%	$	8096,~~001~~325
Sales of food and merchandise	22,~~129~~955		103.7	%	1922,~~995~~129		910.37	%	1819,~~289~~995
Service revenues	9897,~~233~~024		(41.82)	%	~~103~~98,~~217~~233		~~10.~~(4.8)	%	93103,~~481~~217
Other revenues	1719,~~833~~027		3.6.7	%	17,~~211~~833		183.96	%	1417,~~480~~211
	243,864		3.0	%	236,748		14.8	%	206,251
	242,501		(0.6)	%	243,864		3.0	%	236,748
Bombshells
Sales of alcoholic beverages	2718,~~455~~629		(1132.31)	%	3027,~~937~~455		(711.13)	%	3330,~~315~~937
Sales of food and merchandise	2217,~~477~~016		(624.03)	%	2322,~~911~~477		(86.10)	%	2623,~~005~~911
Service revenues	~~222~~55		(3875.32)	%	~~360~~222		(1138.53)	%	~~407~~360
Other revenues	~~424~~110		(1774.71)	%	~~515~~424		~~160~~(17.17)	%	~~198~~515
	50,578		(9.2)	%	55,723		(7.0)	%	59,925
	35,810		(29.2)	%	50,578		(9.2)	%	55,723
Other
Other revenues	1,~~162~~123		(113.94)	%	1,~~319~~162		(811.79)	%	1,~~444~~319
	$	~~295~~279,~~604~~434	0(5.65)	%	$	~~293~~295,~~790~~604	90.86	%	$	~~267~~293,~~620~~790

Nightclubs segment revenues. Nightclubs revenues ~~increased~~decreased by 3.0.6% from ~~2023~~2024 to ~~2024~~2025 and increased by 143.80% from ~~2022~~2023 to ~~2023~~2024, as ~~explained~~detailed below.

	2024 vs. 2023		2023 vs. 2022
	2025 vs. 2024		2024 vs. 2023
Impact of 2.1% and 3.5% decrease in same-store sales, respectively, to total revenues	(2.0)	%	(3.2)	%
Impact of 2.1% and 2.1% decrease in same-store sales, respectively, to total revenues	(2.0)	%	(2.0)	%
Newly acquired units	7.6	%	18.4	%
New units	2.5	%	7.6	%
Closed units	(1.43)	%	(01.4)	%
Other	(10.3)2	%	—(1.3)	%
Net Nightclubs revenue increase	3.0	%	14.8	%
Net Nightclubs revenue increase (decrease)	(0.6)	%	3.0	%

Nightclubs segment sales mix for the three fiscal years, below:

	2024		2023		2022
	2025		2024		2023
Sales of alcoholic beverages	4342.37	%	4043.73	%	3840.87	%
Sales of food and merchandise	9.15	%	89.41	%	8.94	%
Service revenues	40.30	%	4340.63	%	4543.36	%
Other	7.38	%	7.3	%	7.03	%
	100.0	%	100.0	%	100.0	%

The ~~2023~~2025 new units include ~~six~~three clubs, one of which was acquired in ~~October~~January ~~2022~~2025 and ~~five~~the ~~acquired~~other two in ~~March~~April ~~2023.~~2025 ~~The~~(with ~~2022~~one ~~new~~of ~~units~~the ~~include~~two ~~fifteen~~transactions ~~clubs,~~that ofdid ~~which~~not ~~eleven~~close until June 2025 due to permitting delay). There were ~~acquired~~no new club acquisitions in ~~October~~2024. ~~2021,~~The ~~one~~2023 ~~acquired~~new inunits ~~November~~include ~~2021~~six clubs, one of which was acquired in ~~May~~October 2022, and ~~two~~five acquired in ~~July~~March ~~2022~~2023. See Note 1416 to our consolidated financial statements for more information on our club acquisitions. ~~No new clubs were acquired in 2024.~~

Included in other revenues of the Nightclubs segment is real estate rental revenue amounting to $1.7 million in ~~2024~~2025, $1.87 million in ~~2023~~2024, and $1.68 million in ~~2022~~2023.

3738

Table of Contents

Bombshells segment revenues. Bombshells revenues decreased by 929.2% from ~~2023~~2024 to ~~2024~~2025 and decreased by 79.02% from ~~2022~~2023 to ~~2023~~2024, as ~~explained~~detailed below.

	2024 vs. 2023		2023 vs. 2022
	2025 vs. 2024		2024 vs. 2023
Impact of 18.4% and 14.6% decrease in same-store sales, respectively, to total revenues	(16.9)	%	(13.5)	%
Impact of 13.6% and 18.4% decrease in same-store sales, respectively, to total revenues	(8.8)	%	(16.9)	%
New units	96.02	%	69.50	%
Closed units	(126.15)	%	—(1.1)	%
Other	~~(0.2)~~—	%	—(0.2)	%
Net Bombshells revenue decrease	(929.2)	%	(79.02)	%

With underperforming Bombshells closed or sold, we expect same-store sales to improve going forward.

Bombshells segment sales mix for the three fiscal years is as follows:

	2024		2023		2022
	2025		2024		2023
Sales of alcoholic beverages	5452.30	%	5554.53	%	55.65	%
Sales of food and merchandise	4447.45	%	4244.94	%	4342.49	%
Service and other revenues	10.35	%	1.63	%	1.06	%
	100.0	%	100.0	%	100.0	%

Bombshells ~~Arlington was opened in the first quarter of 2022. Bombshells~~ San Antonio was acquired from our franchisee in the second quarter of 2023. We also acquired a food hall in Greenwood Village, Colorado, during the first quarter of 2023. We opened Bombshells Stafford in the first quarter of 2024 and sold Bombshells San Antonio in the fourth quarter of 2024. During the first quarter of 2025, we closed two Bombshells locations in Houston, Texas, sold one Bombshells location in Austin, Texas, and also closed the food hall in Greenwood Village, Colorado. We opened one Bombshells location in Denver, Colorado, during the second quarter of 2025 and opened one Bombshells location in Lubbock, Texas, during the fourth quarter of 2025.

Other segment revenues. Other revenues included revenues from Drink Robust in all three fiscal years presented. Drink Robust sales were $~~131~~129,000, $~~145~~131,000, and $~~201~~145,000 in fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively, which exclude intercompany sales to Nightclubs and Bombshells units amounting to $~~270~~260,000, $~~254~~270,000, and $~~261~~254,000 in fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. Media business revenues were $~~1.0 million~~991,000, $1.10 million, and $1.21 million in fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

Operating Expenses

Total operating expenses, as a percent of consolidated revenues, were 9389.62%, 8293.56%, and 7382.35% for the fiscal year ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. Significant contributors to the change in operating expenses as a percent of revenues are explained below.

Cost of goods sold. Cost of goods sold includes cost of alcoholic and non-alcoholic beverages, food, cigars and cigarettes, merchandise, media printing/binding, and Drink Robust. As a percentage of consolidated revenues, consolidated cost of goods sold was 13.91%, 13.39%, and 13.53% for fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. See page 3436 above for the breakdown of percentages for each line item of consolidated cost of goods sold as it relates to the respective consolidated revenue line. For the Nightclubs segment, cost of goods sold was 11.74%, 11.17%, and 1011.51% for fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively, which was primarily caused by shifts in sales mix among the three fiscal years. Bombshells cost of goods sold was 2423.19%, 2224.41%, and 2322.54% for fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively, which was mainly driven by food cost inflation.

Salaries and wages. Consolidated salaries and wages ~~increased~~decreased by $~~4.7 million~~512,000, or 50.96%, from ~~2023~~2024 to ~~2024~~2025 and increased by $114.17 million, or 165.19%, from ~~2022~~2023 to ~~2023~~2024. The dollar ~~increases~~changes are mostly from newly acquired or constructed and closed locations. As a percentage of revenues, consolidated salaries and wages were 2829.59%, 2728.15%, and 2527.61% in ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively, mainly due to sales trend and the impact of fixed salaries on change in sales.

3839

Table of Contents

By reportable segment, salaries and wages are broken down as follows (dollar amounts in thousands):

	2024		Inc (Dec)		2023		Inc (Dec)		2022
	2025		Inc (Dec)		2024		Inc (Dec)		2023
Nightclubs	$	5456,~~217~~969	75.41	%	$	5054,~~489~~217	237.64	%	$	4050,~~859~~489
Bombshells	1411,~~643~~636		(220.05)	%	14,~~949~~643		(2.50)	%	14,~~585~~949
Other	~~571~~502		(512.51)	%	~~604~~571		0(5.5)	%	~~601~~604
Corporate	14,~~746~~558		9(1.63)	%	1314,~~458~~746		89.56	%	1213,~~402~~458
	$	8483,~~177~~665	5(0.96)	%	$	7984,~~500~~177	165.19	%	$	6879,~~447~~500

Unit-level manager payroll is included in salaries and wages of each location, while payroll for regional manager and above are included in Corporate.

Salaries and wages as a percentage of segment revenue (except Corporate, which is based on consolidated revenues):

	2024		2023		2022
	2025		2024		2023
Nightclubs	2223.25	%	2122.32	%	1921.83	%
Bombshells	2932.05	%	2629.80	%	2426.38	%
Other	4944.17	%	4549.81	%	4145.68	%
Corporate	5.02	%	45.60	%	4.6	%
	28.5	%	27.1	%	25.6	%
	29.9	%	28.5	%	27.1	%

Bombshells ~~and Other~~ segment salaries and wages decreased in 2025 and 2024 but as a percentage of revenue ~~they~~it increased due to ~~their~~ decrease in revenue.

Selling, general and administrative expenses. The components of consolidated selling, general and administrative expenses are in the tables below (dollar amounts in thousands):

	2024				2023				2022
	2025				2024				2023
	Amount		%		Amount		%		Amount		%
Taxes and permits	$	1614,~~177~~186	5.51	%	$	1116,~~966~~177	45.15	%	$	911,~~468~~966	34.51	%
Advertising and marketing	1211,~~461~~512		4.21	%	1112,~~928~~461		4.12	%	911,~~860~~928		34.71	%
Supplies and services	10,~~896~~230		3.7	%	10,~~724~~896		3.7	%	810,~~614~~724		3.27	%
Insurance	1315,~~059~~024		45.4	%	1013,~~268~~059		34.54	%	10,~~152~~268		3.85	%
Lease	76,~~099~~406		2.43	%	7,~~206~~099		2.54	%	67,~~706~~206		2.5	%
Legal	414,~~155~~476		15.42	%	34,~~742~~155		1.34	%	13,~~995~~742		01.73	%
Utilities	6,~~075~~086		2.12	%	56,~~760~~075		2.01	%	45,~~585~~760		12.70	%
Charge card fees	6,~~968~~976		2.45	%	76,~~090~~968		2.4	%	67,~~292~~090		2.4	%
Security	54,~~080~~205		1.75	%	5,~~618~~080		1.97	%	45,~~404~~618		1.69	%
Accounting and professional fees	4,~~260~~641		1.47	%	4,~~286~~260		1.54	%	34,~~909~~286		1.5	%
Repairs and maintenance	45,~~690~~090		1.68	%	4,~~924~~690		1.76	%	34,~~754~~924		1.47	%
Stock-based compensation	1,~~882~~373		0.65	%	21,~~588~~882		0.96	%	2,~~353~~588		0.9	%
Other	67,~~870~~634		2.37	%	6,~~924~~870		2.43	%	6,~~755~~924		2.54	%
	$	99107,~~672~~839	3338.76	%	$	9399,~~024~~672	3133.7	%	$	7893,~~847~~024	2931.57	%

3940

Table of Contents

By reportable segment, selling, general and administrative expenses are broken down as follows (dollar amounts in thousands):

	2024		Inc (Dec)		2023		Inc (Dec)		2022
	2025		Inc (Dec)		2024		Inc (Dec)		2023
Nightclubs	$	6869,~~546~~994	111.78	%	$	6168,~~350~~728	1912.60	%	$	5161,~~285~~363
Bombshells	1813,~~475~~621		(226.47)	%	18,~~928~~578		9(1.48)	%	1718,~~295~~928
Other	~~709~~440		1722.86	%	~~602~~359		44(33.04)	%	~~418~~539
Corporate	1123,~~942~~784		(198.7)1	%	12,~~144~~007		23(1.35)	%	912,~~849~~194
	$	99107,~~672~~839	78.12	%	$	9399,~~024~~672	187.01	%	$	7893,~~847~~024

Selling, general and administrative expenses as a percentage of segment revenue (except Corporate, which is based on consolidated revenues):

	2024		2023		2022
	2025		2024		2023
Nightclubs	28.19	%	2528.92	%	2425.9	%
Bombshells	3638.50	%	3436.07	%	2834.90	%
Other	6139.02	%	4530.69	%	2840.9	%
Corporate	48.05	%	4.1	%	34.72	%
	33.7	%	31.7	%	29.5	%
	38.6	%	33.7	%	31.7	%

The significant variances in selling, general and administrative expenses are as follows:

As a percentage of revenues, relatively fixed expenses tend to be higher in rate due to lower sales, while more variable expenses tend to keep their rates even if dollar amounts are increasing. Nightclubs expenses increased as a percentage of segment revenue due to newly acquired clubs. Bombshells expenses increased as a percentage of segment revenue due to lower sales.

Taxes and permits increased from 2023 to 2024 mainly due to the increase in the Texas patron tax. ~~Insurance~~but ~~expense~~decreased ~~increased~~from ~~due~~2024 to ~~additional~~2025 ~~clubs~~due ~~and~~to ~~restaurants,~~closed ~~with additional impact from insurance premium refunds received in 2023~~locations.

~~Depreciation~~Insurance ~~and~~expense ~~amortization. Depreciation and amortization~~ increased bydue ~~$244,000,~~to orthe ~~1.6%,~~estimated ~~from~~self-insurance ~~2023~~for togeneral ~~2024~~liability and ~~increased~~liquor ~~by $2~~liability.8 ~~million,~~Any orunallocated ~~22.3%,~~self-insurance ~~from~~reserve ~~2022~~remains ~~to 2023. The increase from 2022 to 2023 was mainly from newly acquired clubs, while the smaller increase from 2023 to 2024 was mainly caused by a decrease~~ in ~~the~~Corporate ~~amortization of intangibles due to previous impairment~~segment.

Legal expenses increased due mainly to the increase in ongoing cases, particularly the New York indictment.

Depreciation and amortization. Depreciation and amortization decreased by $317,000, or 2.1%, from 2024 to 2025 and increased by $244,000, or 1.6%, from 2023 to 2024. The increase from 2023 to 2024 was mainly caused by a decrease in the amortization of intangibles due to previous impairment, while the decrease from 2024 to 2025 was mainly caused by closed locations.

Impairments and other charges, net. The components of impairments and other charges, net are in the table below (dollars in thousands):

	2024		Inc (Dec)		2023		Inc (Dec)		2022
	2025		Inc (Dec)		2024		Inc (Dec)		2023
Impairment of assets	$	385,~~517~~340	~~205~~(86.01)	%	$	1238,~~629~~517	~~568~~205.90	%	$	112,~~888~~629
Settlement of lawsuits	~~520~~3,948		~~(86~~659.2)	%	~~3,759~~520		~~165~~(86.32)	%	13,~~417~~759
Gain on sale of businesses and assets	(~~2,140~~982)		~~213~~(54.81)	%	(~~682~~2,140)		~~(71~~213.3)8	%	(~~2,375~~682)
Gain on insurance	(~~327~~2,358)		~~324~~621.71	%	(77327)		~~(83~~324.4)7	%	(~~463~~77)
	$	365,~~570~~948	~~134~~(83.07)	%	$	1536,~~629~~570	~~3,246~~134.70	%	$	~~467~~15,629

4041

Table of Contents

The significant variances in impairments and other charges, net are discussed below:

During 2025, we recorded aggregate impairment charges amounting to $5.3 million related to SOB licenses of six clubs ($3.8 million) and property and equipment of one food hall ($1.6 million). During 2024, we recorded aggregate impairment charges amounting to $38.5 million related to goodwill of four clubs ($8.9 million), SOB licenses of seven clubs ($11.8 million), operating lease right-of-use assets of five Bombshells locations ($6.5 million), tradename of one club ($693,000), property and equipment of four clubs and nine Bombshells locations ($10.6 million). During 2023, we recorded aggregate impairment charges amounting to $12.6 million related to goodwill of four clubs ($4.2 million), SOB licenses of eight clubs ($6.5 million), operating lease right-of-use asset and property and equipment of a closed club ($1.1 million), and software of two investment projects ($814,000). During 2022, we recorded aggregate impairment charges amounting to $1.9 million related to goodwill of one club ($566,000), SOB license of one club ($293,000), and property and equipment of one club and one Bombshells unit ($1.0 million).

In 2025, we settled a consolidated class action lawsuit in Illinois for the alleged collection of customer fingerprints for $2.95 million, consisting of $1.25 million in cash and $1.7 million in VIP cards. In 2023, we recognized settlements with the New York Department of Labor amounting to $3.1 million related to the assessment by the New York Department of Labor for state unemployment insurance. ~~In 2022, we settled several cases including the image infringement lawsuit and the securities class actions part of which was paid by insurance.~~ See Note 1011 to our consolidated financial statements. ~~Going forward, settlements might be more volatile and higher in value due to self-insurance.~~

Refer to dispositions in Note 1416 to our consolidated financial statement for details on gains or losses on sale of businesses and assets.

In relation to insurance claims and recoveries, we recognized a $77,000 gain in 2023 and $463,000 gain in 2022 mainly related to a fire in one of our clubs in Washington Park, Illinois, toward the end of fiscal 2018 and a hurricane that damaged one of our clubs in Sulphur, Louisiana, in August 2020. ~~The rest of the claims for the Sulphur club were received in 2022.~~ Gains related to insurance recoveries are recognized when the contingencies related to the insurance claims have been resolved, which may be in a subsequent reporting period. We also partially recovered and recognized a $327,000 gain related to a fire in one of our clubs in Fort Worth, Texas, during ~~the~~2024 ~~fourth~~and ~~quarter~~$2.3 ofmillion ~~2024~~in 2025. See Note 1315 to our consolidated financial statements.

Income from Operations

During fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, our consolidated operating margin was 610.48%, 176.54%, and 2617.75%, respectively.

Below is a table which reflects segment contribution to income from operations (in thousands):

	2024		2023		2022
	2025		2024		2023
Nightclubs	$	5869,~~094~~569	$	7357,~~187~~912	$	8273,~~798~~174
Bombshells	~~(10,646)~~177		6(10,~~502~~783)		116,~~504~~502
Other	(~~523~~169)		(~~1,446~~137)		57(1,380)
Corporate	(2839,~~120~~310)		(2628,~~759~~187)		(2226,~~900~~812)
	$	1830,~~805~~267	$	5118,~~484~~805	$	7151,~~459~~484

Nightclubs operating margin was 2328.87%, 3023.97%, and 4030.19% in ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023. Bombshells operating margin was ~~(21.~~0).5%, 11(21.73)%, and 1911.27% in ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

Table of Contents

Excluding certain items, non-GAAP operating income (loss) and non-GAAP operating margin are computed in the tables below (dollars in thousands). Refer to discussion of Non-GAAP Financial Measures on page 41.

	2024
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	58,094		$	(10,646)		$	(523)		$	(28,120)		$	18,805
Amortization of intangibles	2,334			137			—			23			2,494
Settlement of lawsuits	465			25			—			30			520
Impairment of assets	22,691			15,826			—			—			38,517
Loss (gain) on sale of businesses and assets	(56)			(2,322)			—			238			(2,140)
Gain on insurance	(327)			—			—			—			(327)
Stock-based compensation	—			—			—			1,882			1,882
Non-GAAP operating income (loss)	$	83,201		$	3,020		$	(523)		$	(25,947)		$	59,751
GAAP operating margin	23.8		%	(21.0)		%	(45.0)		%	(9.5)		%	6.4		%
Non-GAAP operating margin	34.1		%	6.0		%	(45.0)		%	(8.8)		%	20.2		%

	2023
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	73,187		$	6,502		$	(1,446)		$	(26,759)		$	51,484
Amortization of intangibles	2,497			530			484			17			3,528
Settlement of lawsuits	3,552			207			—			—			3,759
Impairment of assets	11,815			—			814			—			12,629
Loss (gain) on sale of businesses and assets	(734)			77			—			(25)			(682)
Gain on insurance	(48)			—			—			(29)			(77)
Stock-based compensation	—			—			—			2,588			2,588
Non-GAAP operating income (loss)	$	90,269		$	7,316		$	(148)		$	(24,208)		$	73,229
GAAP operating margin	30.9		%	11.7		%	(109.6)		%	(9.1)		%	17.5		%
Non-GAAP operating margin	38.1		%	13.1		%	(11.2)		%	(8.2)		%	24.9		%

	2022
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	82,798		$	11,504		$	57		$	(22,900)		$	71,459
Amortization of intangibles	2,042			6			61			9			2,118
Settlement of lawsuits	1,287			18			—			112			1,417
Impairment of assets	1,238			650			—			—			1,888
Loss (gain) on sale of businesses and assets	(2,010)			17			—			(382)			(2,375)
Gain on insurance	(463)			—			—			—			(463)
Stock-based compensation	—			—			—			2,353			2,353
Non-GAAP operating income (loss)	$	84,892		$	12,195		$	118		$	(20,808)		$	76,397
GAAP operating margin	40.1		%	19.2		%	3.9		%	(8.6)		%	26.7		%
Non-GAAP operating margin	41.2		%	20.4		%	8.2		%	(7.8)		%	28.5		%

Table of Contents


	2025
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	69,569		$	177		$	(169)		$	(39,310)		$	30,267
Amortization of intangibles	2,345			3			—			14			2,362
Settlement of lawsuits	3,850			98			—			—			3,948
Impairment of assets	3,790			1,550			—			—			5,340
Loss (gain) on sale of businesses and assets	303			(1,188)			—			(97)			(982)
Gain on insurance	(2,358)			—			—			—			(2,358)
Stock-based compensation	—			—			—			1,373			1,373
Non-GAAP operating income (loss)	$	77,499		$	640		$	(169)		$	(38,020)		$	39,950

GAAP operating margin	28.7		%	0.5		%	(15.0)		%	(14.1)		%	10.8		%
Non-GAAP operating margin	32.0		%	1.8		%	(15.0)		%	(13.6)		%	14.3		%


	2024
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	57,912		$	(10,783)		$	(137)		$	(28,187)		$	18,805
Amortization of intangibles	2,334			137			—			23			2,494
Settlement of lawsuits	465			25			—			30			520
Impairment of assets	22,691			15,826			—			—			38,517
Loss (gain) on sale of businesses and assets	(56)			(2,322)			—			238			(2,140)
Gain on insurance	(327)			—			—			—			(327)
Stock-based compensation	—			—			—			1,882			1,882
Non-GAAP operating income (loss)	$	83,019		$	2,883		$	(137)		$	(26,014)		$	59,751

GAAP operating margin	23.7		%	(21.3)		%	(11.8)		%	(9.5)		%	6.4		%
Non-GAAP operating margin	34.0		%	5.7		%	(11.8)		%	(8.8)		%	20.2		%


	2023
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	73,174		$	6,502		$	(1,380)		$	(26,812)		$	51,484
Amortization of intangibles	2,497			530			484			17			3,528
Settlement of lawsuits	3,552			207			—			—			3,759
Impairment of assets	11,815			—			814			—			12,629
Loss (gain) on sale of businesses and assets	(734)			77			—			(25)			(682)
Gain on insurance	(48)			—			—			(29)			(77)
Stock-based compensation	—			—			—			2,588			2,588
Non-GAAP operating income (loss)	$	90,256		$	7,316		$	(82)		$	(24,261)		$	73,229

GAAP operating margin	30.9		%	11.7		%	(104.6)		%	(9.1)		%	17.5		%
Non-GAAP operating margin	38.1		%	13.1		%	(6.2)		%	(8.3)		%	24.9		%

Table of Contents

Other Income/Expenses

Interest expense ~~increased~~decreased by approximately $~~753~~327,000 from ~~2023~~2024 to ~~2024~~2025 and increased by approximately $~~4.0~~753,000 ~~million~~ from ~~2022~~2023 to ~~2023~~2024. The decrease in interest expense in 2025 was primarily caused by a lower average year-over-year debt balance. The increase in interest expense was primarily caused by the significantly higher average debt balance from borrowings to finance our acquisitions in 2023 and the additional interest expense from construction loans in 2024 related to build-out projects.

We consider lease plus interest expense as our occupancy costs since most of our debts are for real properties where our clubs and restaurants are located. For occupancy cost purposes, we exclude non-real-estate-related interest expense. Total occupancy cost rate (total occupancy cost as a percentage of revenues) is shown in the table below.

	2024		2023		2022
	2025		2024		2023
Lease	2.43	%	2.54	%	2.5	%
Interest	5.69	%	5.46	%	4.5.4	%
Total occupancy cost	8.01	%	78.90	%	7.09	%

Income Taxes

Income tax was approximately a $~~410,000~~4.6 ~~benefit~~million expense in ~~2024~~2025, a $~~6.8~~410,000 ~~million~~benefit ~~expense~~ in ~~2023~~2024, and a $146.18 million expense in ~~2022~~2023. Our effective income tax rate was ~~(15~~29.7)8% in ~~2024~~2025, 19(15.07)% in ~~2023~~2024, and 2319.40% in ~~2022~~2023. The components of our annual effective income tax rate are the following:

	2024		2023		2022
	2025		2024		2023
Federal statutory income tax expense/benefit	21.0	%	21.0	%	21.0	%
State income taxes, net of federal benefit	810.62	%	48.50	%	3.03	%
Permanent differences	18.7	%	1.7	%	0.2	%
Nontaxable or nondeductible items
Change in tax rates	(4.2)	%	(0.7)	%	1.5	%
Goodwill impairment	—	%	7.8	%	0.8	%
Change in valuation allowance	5.5	%	(0.5)	%	0.6	%
Section 162(m) excess compensation	1.3	%	6.5	%	0.5	%
Tax credits	(87.8)	%	(5.9)	%	(3.0)	%
Meals and entertainment	0.6	%	3.8	%	0.3	%
Other	22.6	%	(1.0)	%	0.2	%
Loss (gain) on sale of subsidiary stock	0.8	%	—	%	—	%
Total effective income tax rate	(15.7)	%	19.0	%	23.4	%
Other nontaxable or nondeductible items	0.1	%	0.5	%	0.1	%
Change in valuation allowance	0.6	%	1.8	%	—	%
Tax credits
FICA tip credit	(10.4)	%	(63.3)	%	(4.9)	%
Work Opportunity Tax credits	(1.2)	%	(24.5)	%	(1.0)	%
Expiration of capital loss carryforwards	3.0	%	—	%	—	%
Stock-based compensation forfeiture	1.3	%	—	%	—	%
Return-to-provision and prior-period adjustments	1.9	%	22.7	%	(1.0)	%
Other	0.5	%	—	%	—	%
Total effective income tax rate	29.8	%	(15.7)	%	19.0	%

The effective income tax rate difference from the statutory federal corporate tax rate of 21% comes from offsetting impact of state income tax, net of federal benefit, changes in the deferred tax asset valuation allowance, and tax credits that are mostly FICA tip credits. The effective income tax rate for fiscal 2024 was also affected by the low pretax income that caused a high offsetting rate for tax credits, whose dollar value does not change based on pretax income.

4344

Table of Contents

Non-GAAP Financial Measures

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

Non-GAAP Operating Income and Non-GAAP Operating Margin. We calculate non-GAAP operating income and non-GAAP operating margin by excluding the following items from income from operations and operating margin: (a) amortization of intangibles, (b) impairment of assets, (c) gains or losses on sale of businesses and assets, (d) gains or losses on insurance, (e) settlement of lawsuits, and (f) stock-based compensation. We believe that excluding these items assists investors in evaluating period-over-period changes in our operating income 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 attributable to RCIHH common stockholders and diluted earnings per share. Adjustment items are: (a) amortization of intangibles, (b) impairment of assets, (c) gains or losses on sale of businesses and assets, (d) gains or losses on insurance, (e) settlement of lawsuits, (f) gain on ~~debt~~lease ~~extinguishment~~termination, (g) stock-based compensation, (h) the income tax effect of the above-described adjustments, and (i) change in deferred tax asset valuation allowance. Included in the income tax effect of the above adjustments is the net effect of the non-GAAP provision for income taxes, calculated at 022.07%, 200.60%, and 2220.86% effective tax rate of the ~~pre-tax~~ non-GAAP income before taxes for ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively, and the GAAP income tax expense (benefit). We believe that excluding and including such items help management and investors better understand our operating activities.

4445

Table of Contents

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

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

The following tables present our non-GAAP performance measures for the periods indicated (in thousands, except per share amounts and percentages):

2024

2023

2022

2025

2024

2023

Reconciliation of GAAP net income to Adjusted EBITDA

Net income attributable to RCIHH common stockholders

310,~~011~~811

293,~~246~~011

4629,~~041~~246

Income tax expense (benefit)

~~(410)~~4,609

~~6,846~~(410)

146,~~071~~846

Interest expense, net

1615,~~197~~787

1516,~~538~~197

1115,~~539~~538

Settlement of lawsuits

~~520~~3,948

~~3,759~~520

13,~~417~~759

Impairment of assets

385,~~517~~340

1238,~~629~~517

112,~~888~~629

Gain on sale of businesses and assets

(~~2,140~~982)

(~~682~~2,140)

(~~2,375~~682)

Depreciation and amortization

15,~~395~~078

15,~~151~~395

1215,~~391~~151

Gain on debt extinguishment

—

(138)

Gain on insurance

(2,358)

(327)

(77)

Gain on insurance

(327)

(77)

(463)

Gain on lease termination

(979)

—

Stock-based compensation

1,~~882~~373

21,~~588~~882

2,~~353~~588

Adjusted EBITDA

7252,~~645~~627

8472,~~998~~645

8684,~~724~~998

Reconciliation of GAAP net income to non-GAAP net income

Net income attributable to RCIHH common stockholders

310,~~011~~811

293,~~246~~011

4629,~~041~~246

Amortization of intangibles

2,~~494~~362

32,~~528~~494

23,~~118~~528

Settlement of lawsuits

~~520~~3,948

~~3,759~~520

13,~~417~~759

Impairment of assets

385,~~517~~340

1238,~~629~~517

112,~~888~~629

Gain on sale of businesses and assets

(~~2,140~~982)

(~~682~~2,140)

(~~2,375~~682)

Gain on debt extinguishment

—

(138)

Gain on insurance

(2,358)

(327)

(77)

Gain on insurance

(327)

(77)

(463)

Gain on lease termination

(979)

—

Stock-based compensation

1,~~882~~373

21,~~588~~882

2,~~353~~588

Change in deferred tax asset valuation allowance

~~143~~64

~~(176)~~143

~~343~~(176)

Net income tax effect

(~~410~~867)

(~~5,068~~410)

(~~729~~5,068)

Non-GAAP net income

4318,~~690~~712

4543,~~747~~690

5045,~~455~~747

4546

Table of Contents

	2024			2023			2022
	2025			2024			2023
Reconciliation of GAAP diluted earnings per share to non-GAAP diluted earnings per share
Diluted shares	98,~~250~~822,~~245~~758			9,~~335~~250,~~983~~245			9,~~383~~335,~~445~~983
GAAP diluted earnings per share	$	01.3323		$	30.1333		$	43.9113
Amortization of intangibles	0.27			0.3827			0.2338
Settlement of lawsuits	0.0645			0.4006			0.1540
Impairment of assets	40.1661			14.3516			01.2035
Gain on sale of businesses and assets	(0.2311)			(0.0723)			(0.2507)
Gain on debt extinguishment	—			—			(0.01)
Gain on insurance	(0.27)			(0.04)			(0.01)
Gain on insurance	(0.04)			(0.01)			(0.05)
Gain on lease termination	(0.11)			—			—
Stock-based compensation	0.2016			0.2820			0.2528
Change in deferred tax asset valuation allowance	0.0201			(0.02)			(0.0402)
Net income tax effect	(0.0410)			(0.5404)			(0.0854)
Non-GAAP diluted earnings per share	$	42.7212		$	4.9072		$	54.3890
Reconciliation of GAAP operating income to non-GAAP operating income
Income from operations	$	1830,~~805~~267		$	5118,~~484~~805		$	7151,~~459~~484
Amortization of intangibles	2,~~494~~362			32,~~528~~494			23,~~118~~528
Settlement of lawsuits	~~520~~3,948			~~3,759~~520			13,~~417~~759
Impairment of assets	385,~~517~~340			1238,~~629~~517			112,~~888~~629
Gain on sale of businesses and assets	(~~2,140~~982)			(~~682~~2,140)			(~~2,375~~682)
Gain on insurance	(~~327~~2,358)			(77327)			(~~463~~77)
Stock-based compensation	1,~~882~~373			21,~~588~~882			2,~~353~~588
Non-GAAP operating income	$	5939,~~751~~950		$	7359,~~229~~751		$	7673,~~397~~229
Reconciliation of GAAP operating margin to non-GAAP operating margin
GAAP operating margin	610.48		%	176.54		%	2617.75		%
Amortization of intangibles	0.8		%	10.28		%	01.82		%
Settlement of lawsuits	01.24		%	10.32		%	01.53		%
Impairment of assets	131.09		%	413.30		%	04.73		%
Gain on sale of businesses and assets	(0.74)		%	(0.27)		%	(0.92)		%
Gain on insurance	(0.18)		%	—(0.1)		%	~~(0.2)~~—		%
Stock-based compensation	0.65		%	0.96		%	0.9		%
Non-GAAP operating margin	2014.23		%	2420.92		%	2824.59		%

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.

4647

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

At September 30, ~~2024~~2025, our cash and cash equivalents were $3233.47 million as compared to $2132.04 million at September 30, ~~2023~~2024. ~~Because~~Due ofto the large volume of cash that we handle, we have very stringent cash controls. As of September 30, 2025, and 2024, we had negative working capital ~~of $793,000 compared to a negative working capital of $10~~balances.5 ~~million as of September 30, 2023.~~ 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 although we have unused credit facilities as of September 30, 2025.

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.

During 2022, we acquired fifteen clubs at an aggregate acquisition date fair value of $132.6 million, of which $55.3 million was in cash, $49.0 million in debt (with an acquisition date fair value of $47.4 million) and $30.0 million in equity (500,000 shares of our common stock with an acquisition date fair value of $29.9 million, discounted for lack of marketability due to the lock-up period).

During 2023, we acquired six clubs at an aggregate acquisition date fair value of $72.3 million, of which $29.0 million was in cash, $30.5 million in debt (with an acquisition date fair value of $30.4 million), and $16.0 million in equity (200,000 shares of our common stock with an acquisition date fair value of $12.8 million, discounted for lack of marketability due to the lock-up period).

We did not have any business acquisition in 2024.

During 2025, we acquired three clubs at an aggregate acquisition date fair value of $21.0 million, of which $13.0 million was in cash and $8.0 million in debt (with the same acquisition date fair value).

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 net cash flows from operating, investing, and financing activities (in thousands):

	2024		2023		2022
	2025		2024		2023
Operating	$	5549,~~884~~418	$	5955,~~130~~884	$	6459,~~509~~130
Investing	(2124,~~015~~041)		(6421,~~824~~015)		(6764,~~797~~824)
Financing	(2324,~~542~~018)		(923,~~263~~542)		3(9,~~582~~263)
Net increase (decrease) in cash and cash equivalents	$	111,~~327~~359	$	~~(14~~11,~~957)~~327	$	~~294~~(14,957)

We require capital principally for the acquisition of new clubs, construction of new Bombshells, renovation of older units, and investments in technology. We also utilize capital to repurchase our common stock as part of our share repurchase program, based on our capital allocation strategy guidelines, and to pay our quarterly dividends.

Table of Contents

Cash Flows from Operating Activities

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

	2024		2023		2022
	2025		2024		2023
Net income	$	310,~~018~~839	$	293,~~100~~018	$	4629,~~060~~100
Depreciation and amortization	15,~~395~~078		15,~~151~~395		1215,~~391~~151
Deferred tax expense (benefit)	(6,450)		(1,781)		3,080
Deferred tax benefit	(1,004)		(6,450)		(1,781)
Stock-based compensation expense	1,~~882~~373		21,~~588~~882		2,~~353~~588
Impairment of assets	385,~~517~~340		1238,~~629~~517		112,~~888~~629
Gain on debt extinguishment	—		—		(83)
Net change in operating assets and liabilities	17,594		2,671		(1,203)
Net change in operating assets and liabilities	2,671		(1,203)		(1,421)
Other	198		851		2,646
Other	851		2,646		241
Net cash provided by operating activities	$	49,418	$	55,884	$	59,130
Net cash provided by operating activities	$	55,884	$	59,130	$	64,509

Net cash flows from operating activities decreased from 2022 to 2023 and from 2023 to 2024 mainly due to the lower same-store sales and the higher interest expense paid, partially offset by the lower income taxes paid. 48

InTable ~~the next five years, we expect interest payments on our debts to range from $16.0 million in the early years to $9.0 million annually in the latter years for debts we owe as~~ of ~~September 30, 2024.~~Contents

~~See~~Net ~~Note~~cash 17flows ~~for~~from ~~our~~ operating ~~lease~~activities ~~payment~~decreased ~~schedule~~from ~~for~~2023 to 2024 and from 2024 to 2025 mainly due to the ~~next~~lower ~~five~~same-store ~~years~~sales, ~~and~~partially ~~thereafter~~offset by the lower income taxes paid.

In the next five years, we expect interest payments on our debts to range from $15.0 million in the early years to $8.0 million annually in the latter years for debts we owe as of September 30, 2025.

See Note 12 for our operating lease payment schedule for the next five years and thereafter.

Cash Flows from Investing Activities

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

2024

2023

2022

2025

2024

2023

Proceeds from sale of businesses and assets

1,~~969~~093

41,~~245~~969

104,~~669~~245

Proceeds from notes receivable

~~249~~292

~~229~~249

~~182~~229

Proceeds from insurance

12,~~367~~101

861,367

~~648~~86

Payments for property and equipment and intangible assets

(2414,~~600~~527)

(4024,~~384~~600)

(2440,~~003~~384)

Acquisition of businesses, net of cash acquired

—(13,000)

~~(29,000)~~—

(5529,~~293~~000)

Net cash used in investing activities

(2124,~~015~~041)

(6421,~~824~~015)

(6764,~~797~~824)

In 2025, we acquired three clubs for a combined sum of $21.0 million (with an aggregate acquisition date fair value of the same amount), of which $13.0 million was in cash and $8.0 million in debt (with an acquisition date fair value of the same amount).

In 2023, we acquired six clubs for a combined sum of $75.5 million (with an aggregate acquisition date fair value of $72.3 million), of which $29.0 million was in cash, $30.5 million in debt (with an acquisition date fair value of $30.4 million), and 200,000 shares of our common stock in equity (with an acquisition date fair value of $12.8 million). We also acquired several real estate properties for club and Bombshells sites totaling $19.7 million, and invested $7.5 million for future casino locations.

InAs ~~2022, we acquired fifteen clubs for a combined sum~~ of ~~$134.2~~September ~~million~~30, ~~(with~~2025, an2024, ~~aggregate~~and ~~acquisition date fair value of $132.6 million)~~2023, ofwe ~~which~~had $557.39 million ~~was in cash~~, $4915.0 million ~~in debt (with an acquisition date fair value of $47.4 million)~~, and ~~500,000 shares of our common stock in equity (with an acquisition date fair value of~~ $297.97 million). Wein ~~also~~construction-in-progress ~~purchased~~related anmostly ~~aircraft~~to ~~and six real estate properties, of which, four are for future~~ Bombshells ~~locations,~~units ~~one for a club~~ that weopen ~~were leasing, and another to replace a club location which was taken by eminent domain. Also~~ in ~~2022,~~subsequent ~~we received payment for four real estate properties~~periods. ~~We did not receive payment for the eminent domain property mentioned above until November 2022.~~

AsSee ofNote ~~September~~16 ~~30,~~to ~~2024,~~our ~~2023,~~consolidated ~~and~~financial ~~2022,~~statements wefor ~~had~~details ~~$14.0~~of ~~million,~~our ~~$7.7~~acquisition ~~million,~~ and ~~$1.5~~disposition ~~million in construction-in-progress related mostly to Bombshells units that are opening in subsequent fiscal years~~activities.

~~See~~Following ~~Note~~is 14a toreconciliation of our ~~consolidated~~additions ~~financial~~to ~~statements~~property and equipment for ~~details~~the ofyears ~~our~~ended ~~acquisition~~September 30, 2025, 2024, and ~~disposition~~2023 ~~activities.~~(in thousands):


	2025		2024		2023
New capital expenditures in new clubs and Bombshells units and equipment*	$	10,507	$	17,137	$	34,430
Maintenance capital expenditures	4,020		7,463		5,954
Total capital expenditures, excluding business acquisitions	$	14,527	$	24,600	$	40,384

Table of Contents

Following is a reconciliation of our additions to property and equipment for the years ended September 30, 2024, 2023, and 2022 (in thousands):

	2024		2023		2022
New capital expenditures in new clubs and Bombshells units and equipment*	$	17,137	$	34,430	$	18,405
Maintenance capital expenditures	7,463		5,954		5,598
Total capital expenditures, excluding business acquisitions	$	24,600	$	40,384	$	24,003

*Includes real estate, except those acquired through business acquisitions.

We expect capital expenditure payments in the range of $1511.0 million to $2016.0 million in ~~2025~~2026, $56.0 million to $78.0 million of which relate to maintenance capital expenditures to support our existing clubs and restaurants and our corporate office.

Table of Contents

Cash Flows from Financing Activities

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

	2024		2023		2022
	2025		2024		2023
Proceeds from debt obligations	$	2210,~~657~~888	$	1122,~~595~~657	$	3511,~~820~~595
Payments on debt obligations	(2320,~~001~~502)		(1523,~~650~~001)		(1415,~~894~~650)
Purchase of treasury stock	(2011,~~606~~860)		(220,~~223~~606)		(152,~~097~~223)
Payment of dividends	(2,~~302~~464)		(2,~~146~~302)		(12,~~784~~146)
Payment of loan origination costs	(~~290~~80)		(~~239~~290)		(~~463~~239)
Distribution to noncontrolling interests	—		~~(600)~~—		—(600)
Net cash provided by (used in) financing activities	$	(23,542)	$	(9,263)	$	3,582
Net cash used in financing activities	$	(24,018)	$	(23,542)	$	(9,263)

See Note 89 to our consolidated financial statements for a detailed discussion of our debt obligations, including the future maturities of our debt obligations in the next five years and thereafter.

We purchased shares of our common stock representing ~~442~~270,~~639~~939 shares, 34442,~~086~~639 shares, and ~~268~~34,~~185~~086 shares in ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. We paid quarterly dividends of $0.0405 per share in the first quarter of ~~2022~~2023. In the second quarter of ~~2022~~2023 through the ~~first~~third quarter of ~~2023~~2024, we increased our quarterly dividends to $0.0506 per share. Then starting in the ~~second~~fourth quarter of ~~2023~~2024 through the ~~third~~first quarter of ~~2024~~2026, we increased our quarterly dividends to $0.0607 per share. WeIn ~~paid~~the ~~$0.07~~second ~~per~~quarter ~~share~~of in2026, ~~the~~we ~~fourth~~increased ~~quarter~~our ofquarterly ~~2024~~dividends to $0.08 per share. We expect annual dividend payments of $2.5 million in ~~2025~~2026 based on our current quarterly dividend rate.

Non-GAAP Cash Flow Measure

We also use certain non-GAAP cash flow measures, such as free cash flow. We define 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. See table below (in thousands):

	2024			2023			2022
	2025			2024			2023
Net cash provided by operating activities	$	5549,~~884~~418		$	5955,~~130~~884		$	6459,~~509~~130
Less: Maintenance capital expenditures	74,~~463~~020			57,~~954~~463			5,~~598~~954
Free cash flow	$	4845,~~421~~398		$	5348,~~176~~421		$	5853,~~911~~176
As a % of revenue	16.42		%	1816.14		%	2218.01		%

We doonly ~~not~~ include ~~total~~maintenance capital expenditures 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.

Table of Contents

Other than the impact of uncertainties caused by near-term macro environment, including supply chain challenges, and commodity and labor inflation, and the contractual obligations described above, 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 (dollars in thousands):

	2024		Inc (Dec)		2023		Inc (Dec)		2022
Sales of alcoholic beverages	$	133,124	4.6	%	$	127,262	12.3	%	$	113,316
Sales of food and merchandise	44,606		1.6	%	43,906		(0.9)	%	44,294
Service revenues	98,455		(4.9)	%	103,577		10.3	%	93,888
Other revenues	19,419		2.0	%	19,045		18.1	%	16,122
Total revenues	$	295,604	0.6	%	$	293,790	9.8	%	$	267,620
Net income attributable to RCIHH common stockholders	$	3,011	(89.7)	%	$	29,246	(36.5)	%	$	46,041
Net cash provided by operating activities	$	55,884	(5.5)	%	$	59,130	(8.3)	%	$	64,509
Adjusted EBITDA*	$	72,645	(14.5)	%	$	84,998	(2.0)	%	$	86,724
Free cash flow*	$	48,421	(8.9)	%	$	53,176	(9.7)	%	$	58,911
Debt (end of period)	$	238,197	(0.6)	%	$	239,751	18.4	%	$	202,463

*See definition and calculation of Adjusted EBITDA and Free Cash Flow under Non-GAAP Financial Measures and Liquidity and Capital Resources above.

We have not established financing other than the notes payable discussed in Note 8 to the consolidated financial statements. 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.

Table of Contents

The following table presents a summary of such indicators (dollars in thousands):


	2025		Inc (Dec)		2024		Inc (Dec)		2023
Sales of alcoholic beverages	$	122,124	(8.3)	%	$	133,124	4.6	%	$	127,262
Sales of food and merchandise	39,971		(10.4)	%	44,606		1.6	%	43,906
Service revenues	97,079		(1.4)	%	98,455		(4.9)	%	103,577
Other revenues	20,260		4.3	%	19,419		2.0	%	19,045
Total revenues	$	279,434	(5.5)	%	$	295,604	0.6	%	$	293,790
Net income attributable to RCIHH common stockholders	$	10,811	259.1	%	$	3,011	(89.7)	%	$	29,246
Net cash provided by operating activities	$	49,418	(11.6)	%	$	55,884	(5.5)	%	$	59,130
Adjusted EBITDA*	$	52,627	(27.6)	%	$	72,645	(14.5)	%	$	84,998
Free cash flow*	$	45,398	(6.2)	%	$	48,421	(8.9)	%	$	53,176
Debt (end of period)	$	235,781	(1.0)	%	$	238,197	(0.6)	%	$	239,751

*See definition and calculation of Adjusted EBITDA and Free Cash Flow under Non-GAAP Financial Measures and Liquidity and Capital Resources above.

We have not established financing other than the notes payable discussed in Note 9 to the consolidated financial statements. 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.

Share Repurchase

As part of our capital allocation strategy, we buy back shares in the open market or through negotiated purchases, as authorized by our board of directors. During fiscal years ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, we paid for treasury stock amounting to $2011.69 million, $220.26 million, and $152.12 million, representing ~~442~~270,~~639~~939 shares, 34442,~~086~~639 shares, and ~~268~~34,~~185~~086 shares, respectively. On ~~each of May 24, 2022 and~~ July 9, 2024, the board of directors approved a $25.0 million increase in the Company's share repurchase program. We have approximately $219.02 million remaining authorization to purchase additional shares as of September 30, ~~2024~~2025.

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 unsecured promissory note.

For additional details regarding our board approved share repurchase plans, please refer to Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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). Our revenues in certain markets are also affected by sporting events that cause unusual changes in sales from year to year.

Table of Contents

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 clubs, opening new clubs after market analysis and developing new club concepts that are consistent with our management and marketing skills as our capital and manpower allow. We also strive to enter into businesses that complement our own, such as gaming, if they can enhance shareholder value.

Our growth strategy is to diversify our operations with these units which do not require SOB licenses, which are sometimes difficult to obtain. While we are searching for adult nightclubs to acquire, we are able to also search for restaurant/sports bar locations that are consistent with our income targets.

In fiscal 2022, we acquired fifteen clubs with an aggregate acquisition date fair value of $132.6 million, of which $55.3 million in cash, $49.0 million in debt (with an acquisition date fair value of $47.4 million), and 500,000 shares of our common stock in equity. We also opened a new Bombshells location in Arlington, Texas in December 2021 and our first franchised location in San Antonio, Texas opened in June 2022.

In fiscal 2023, we acquired six clubs with an aggregate acquisition date fair value of $72.3 million, of which $29.0 million was in cash, $30.5 million in debt (with an acquisition date fair value of $30.4 million), and 200,000 shares of our common stock in equity.

In fiscal 2024, we did not have any club business acquisitions but opened a new Bombshells location in Stafford, Texas in November 2023.

~~See~~In ~~Note~~fiscal 142025, towe ~~our~~acquired ~~consolidated~~three ~~financial~~clubs ~~statements~~with an aggregate acquisition date fair value of $21.0 million, of which $13.0 million was in cash and $8.0 million in debt.

See Note 16 to our consolidated financial statements.

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.

Table of Contents

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The items in our financial statements subject to market risk are potential debt instruments with variable interest rates. We have certain debts that have variable interest rates in effect as of September 30, ~~2024~~2025. An increase in interest rates in the future may have a negative impact on our results of operations and cash flows. A hypothetical 10% change in interest rates would have had a $4528,000 impact on the Company's annual results of operations and cash flows.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this Item begins on ~~page~~the 51next page.

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

Reports of Independent Registered Public Accounting Firms (Marcum LLP, Firm ID: 688; Friedman LLP, Firm ID: 711)			54
Reports of Independent Registered Public Accounting Firms (CBIZ CPAs P.C., Firm ID: 199; Marcum LLP, Firm ID: 688)			54
Consolidated Financial Statements:
Consolidated Balance Sheets at September 30, 2024 and 2023			57
Consolidated Statements of Cash Flows for the years ended September 30, 2025, 2024, and 2023			57
Consolidated Statements of Income for the years ended September 30, 2024, 2023, and 2022			58
Consolidated Statements of Income for the years ended September 30, 2025, 2024, and 2023			58
Consolidated Statements of Changes in Equity for the years ended September 30, 2024, 2023, and 2022			59
Consolidated Statements of Changes in Equity for the years ended September 30, 2025, 2024, and 2023			59
Consolidated Statements of Cash Flows for the years ended September 30, 2024, 2023, and 2022			60
Consolidated Balance Sheets at September 30, 2025, and 2024			60
Notes to Consolidated Financial Statements			6261

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

RCI Hospitality Holdings, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of RCI Hospitality Holdings, Inc. (the “Company”) as of September 30, ~~2024 and 2023~~2025, the related consolidated statements of income, changes in equity, and cash flows for ~~each of~~ the ~~years in the two-~~year ~~period~~ ended September 30, ~~2024~~2025, and the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

WeIn ~~also~~our ~~have audited~~opinion, ~~in accordance with~~ the ~~standards~~consolidated offinancial ~~the~~statements ~~Public~~present ~~Company~~fairly, ~~Accounting~~in ~~Oversight~~all ~~Board~~material ~~(United States) ("PCAOB")~~respects, the ~~Company's~~financial ~~internal~~position ~~control~~of ~~over~~the ~~financial~~Company ~~reporting~~ as of September 30, ~~2024~~2025, ~~based~~and on the ~~criteria~~results ~~established~~of inits ~~Internal~~operations ~~Control~~and -its ~~Integrated~~cash ~~Framework~~flows ~~issued~~for by the ~~Committee~~year ofended ~~Sponsoring~~September ~~Organizations of the Treadway Commission (COSO) in 2013 and our report dated December 16~~30, ~~2024~~2025, ~~expressed~~in anconformity ~~adverse~~with ~~opinion~~accounting onprinciples ~~the~~generally ~~effectiveness~~accepted ofin the ~~Company’s~~United ~~internal~~States ~~control over financial reporting because~~ of ~~the existence of material weaknesses~~America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of September 30, 2025, based on the criteria established in internal control - integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 19, 2026, expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of material weaknesses.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

Emphasis of a Matter

As discussed in Note 11 of the consolidated financial statements, the Company was indicted and is currently subject to an ongoing regulatory investigation. The outcome and potential financial impact of this uncertainty is not estimable at this time, but could be material. Our opinion is not modified with respect to this matter.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment of Goodwill, Indefinite-lived Intangible Assets, and Long-lived Assets

As discussed in Note 2 to the consolidated financial statements, the Company reviews goodwill and indefinite-lived intangible assets on an annual basis for impairment, or when events and circumstances indicate that the asset might be impaired. Additionally, the Company reviews long-lived assets, such as property and equipment, intangible assets subject to amortization, and right-of-use assets on operating leases for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value, and impairment of indefinite-lived intangible assets is recognized in the amount by which the carrying value of the assets exceed their fair value. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the

Table of Contents

~~asset~~Impairment ~~groups to the future undiscounted cash flows expected to be generated by the asset groups. If these assets are determined to be impaired, the amount~~ of ~~impairment~~Goodwill recognized is the amount by which the carrying amount of the assets exceeds their fair value. Fair value is generally determined using forecasted cash flows discounted by an estimated weighted average cost of capital or using a market approach that utilizes market multiples derived from a set of comparable assets. As of September 30, 2024, the Company had goodwill of approximately $61.9 million, and ~~indefinite~~Indefinite-lived ~~intangible~~Intangible assets of approximately $143.6 million. Long-lived assets consisted of property and equipment, right-of-use assets, and intangible assets subject to amortization totaling approximately $326.2 million. During the year ended September 30, 2024, the Company recorded an impairment of these assets of approximately $38.5 million. Assets

WeAs ~~identified~~discussed ~~the~~in ~~evaluation~~Note of2 to the ~~impairment~~consolidated ~~analysis~~financial ofstatements, the Company reviews goodwill, and indefinite-lived intangible assets on an annual basis for impairment, or when events and ~~long-lived~~circumstances ~~assets~~indicate asthat athe ~~critical~~asset ~~audit~~might ~~matter~~be impaired. ~~There~~The ~~was~~Company’s aevaluation ~~high~~of ~~degree~~goodwill offor ~~subjective~~impairment ~~auditor~~involves ~~judgment~~the incomparison ~~evaluating~~of the ~~estimated~~fair ~~undiscounted~~value ~~future~~of ~~cash~~each ~~flows~~reporting ~~used~~unit to ~~test~~its ~~operating~~carrying ~~locations~~value, ~~for~~and ~~recoverability~~impairment ~~and~~of indefinite-lived intangible assets is recognized in the ~~determination~~amount ofby ~~fair~~which the carrying value of the ~~relevant~~ assets ~~when~~exceed ~~required~~their fair value. ~~Specifically~~If these assets are determined to be impaired, athe ~~high~~amount ~~degree~~of impairment recognized is the amount by which the carrying amount of ~~subjective~~the ~~auditor~~assets ~~judgment~~exceeds ~~was~~their ~~required~~fair tovalue. ~~evaluate~~Fair ~~future~~value ~~revenues,~~is ~~operating~~generally determined using forecasted cash flows discounted using an estimated weighted average cost of capital. As of September 30, 2025, the Company had goodwill of approximately $62.6 million, and indefinite-lived intangible assets of approximately $153.2 million. During the ~~discount~~year ~~rate~~ended September 30, 2025 the Company recorded an impairment of these assets of approximately $3.8 million.

~~The following are the primary procedures we performed to address this critical audit matter.~~ We ~~evaluated~~identified the ~~design~~evaluation of ~~certain~~the ~~internal~~impairment ~~controls~~analysis ~~related~~of ~~to the Company’s~~ goodwill, and indefinite-lived intangible ~~asset,~~assets ~~and~~as ~~long-lived~~a ~~asset~~critical ~~impairment~~audit ~~process,~~matter. ~~including~~There ~~controls~~was ~~over~~a ~~the~~high ~~identification~~degree of ~~relevant~~subjective ~~assets~~auditor atjudgment ~~risk~~in ofevaluating ~~impairment,~~ the ~~determination of~~ estimated undiscounted future cash flows ~~and~~used ~~the~~to ~~fair~~test ~~value~~operating oflocations ~~individual~~for ~~reporting~~recoverability ~~unit or asset, as necessary,~~ and ~~controls over~~ the ~~key~~determination ~~assumptions~~of ~~as noted above. These procedures also included, among others, (1) testing management’s process for developing the~~ fair value ~~estimates~~ of the ~~reporting~~relevant ~~units or~~ assets; ~~(2)~~when ~~evaluating~~required. ~~the~~Specifically, ~~appropriateness~~a ofhigh ~~the~~degree ~~underlying discounted and undiscounted cash flow models; (3) testing the completeness and accuracy~~ of ~~underlying~~subjective ~~data~~auditor ~~used~~judgment inwas ~~the~~required ~~models;~~to ~~and~~evaluate ~~(4) evaluating the reasonableness of the significant assumptions used by management, including the~~ future ~~cash flows~~revenues, ~~growth~~operating ~~rates, and discount rates. Evaluating management’s significant assumptions related to future~~ cash flows, ~~growth rates,~~ and the discount rates involved, with the assistance of valuation specialists, evaluating whether the assumptions used by management were reasonable considering (1) the historical performance of the reporting unit or asset group; (2) the consistency with external market data; and (3) sensitivities over significant inputs and assumptions, including the development of a point estimaterate.

/The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain internal controls related to the Company’s/ ~~Marcum~~goodwill ~~LLP~~and indefinite-lived intangible asset impairment process, including controls over the identification of relevant assets at risk of impairment, the determination of estimated undiscounted future cash flows and the fair value of individual reporting unit or asset, as necessary, and controls over the key assumptions as noted above. These procedures also included, among others, (1) testing management’s process for developing the fair value estimates of the reporting unit or assets; (2) evaluating the appropriateness of the underlying discounted and undiscounted cash flow models; (3) testing the completeness and accuracy of underlying data used in the models; and (4) evaluating the reasonableness of the significant assumptions used by management, including the future cash flows, growth rates and discount rates. Evaluating management’s significant assumptions related to future cash flows, growth rates and the discount rates involved, with the assistance of valuation specialists, evaluating whether the assumptions used by management were reasonable considering (1) the historical performance of the reporting unit; (2) the consistency with external market data; and (3) sensitivities over significant inputs and assumptions, including the development of a point estimate.

~~Marcum~~/s/ ~~LLP~~CBIZ CPAs P.C.

WeCBIZ ~~have~~CPAs ~~served as the Company’s auditor since 2019 (such date takes into account the acquisition of Friedman LLP by Marcum LLP effective September 1, 2022)~~P.C.

We have served as the Company’s auditor since 2019 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).

Marlton, New Jersey

~~December~~March 1619, ~~2024~~2026

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

RCI Hospitality Holdings, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated ~~statements~~balance ofsheet ~~income, changes in equity and cash flows~~ of RCI Hospitality Holdings, Inc. (the "“Company"”) ~~for~~as ~~the~~of ~~year ended~~ September 30, ~~2022~~2024, ~~and~~ the related ~~notes~~consolidated ~~and~~statements ~~schedule~~of asincome, ofchanges in equity and cash flows for each of the years in the two-year period ended September 30, ~~2022~~2024, and the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the ~~results~~financial position of the Company's as of September 30, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, ~~2022~~2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“"PCAOB”") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

/s/ ~~Friedman~~Marcum LLP

~~Friedman~~Marcum LLP

We ~~have~~ served as the Company’s auditor from 2019 to ~~2023~~2025.

Marlton, New Jersey

December 1416, ~~2022~~2024, except for the effect of the adoption of ASU 2023-07 and ASU 2023-09 described in Note 2, Note 4, and Note 10 to the financial statements, as to which the date is March 19, 2026

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

CONSOLIDATED ~~BALANCE~~STATEMENTS ~~SHEETS~~OF CASH FLOWS

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

	September 30,
	Years Ended September 30,
	2024		2023
	2025		2024		2023
ASSETS
CASH FLOWS FROM OPERATING ACTIVITIES
Current assets
Net income	$	10,839	$	3,018	$	29,100
Cash and cash equivalents	$	32,350	$	21,023
Adjustments to reconcile net income to net cash provided by operating activities:
Receivables, net	5,563		9,846
Depreciation and amortization	15,078		15,395		15,151
Current portion of notes receivable	269		249
Deferred income tax benefit	(1,004)		(6,450)		(1,781)
Inventories	4,676		4,412
Gain on sale of businesses and assets	(1,032)		(2,215)		(870)
Prepaid expenses and other current assets	4,427		1,943
Impairment of assets	5,340		38,517		12,629
Total current assets	47,285		37,473
Amortization and writeoff of debt discount and issuance costs	549		608		615
Property and equipment, net	280,075		282,705
Credit loss expense on notes receivable	42		—		—
Operating lease right-of-use assets, net	26,231		34,931
Gain on insurance	(2,087)		(522)		(77)
Notes receivable, net of current portion	4,174		4,443
Noncash lease expense	2,726		2,980		2,978
Goodwill	61,911		70,772
Stock-based compensation expense	1,373		1,882		2,588
Intangibles, net	163,461		179,145
Changes in operating assets and liabilities, net of business acquisitions:
Other assets	1,227		1,415
Receivables	1,943		4,283		(2,383)
Total assets	$	584,364	$	610,884
Inventories	(20)		(309)		177
LIABILITIES AND EQUITY
Prepaid expenses, other current, and other assets	(1,241)		(2,421)		(366)
Current liabilities
Accounts payable, accrued, and other liabilities	16,912		1,118		1,369
Accounts payable	$	5,637	$	6,111
Net cash provided by operating activities	49,418		55,884		59,130
Accrued liabilities	20,280		16,051
CASH FLOWS FROM INVESTING ACTIVITIES
Current portion of debt obligations, net	18,871		22,843
Proceeds from sale of businesses and assets	1,093		1,969		4,245
Current portion of operating lease liabilities	3,290		2,977
Proceeds from notes receivable	292		249		229
Total current liabilities	48,078		47,982
Proceeds from insurance	2,101		1,367		86
Deferred tax liability, net	22,693		29,143
Payments for property and equipment and intangible assets	(14,527)		(24,600)		(40,384)
Debt, net of current portion and debt discount and issuance costs	219,326		216,908
Acquisition of businesses, net of cash acquired	(13,000)		—		(29,000)
Operating lease liabilities, net of current portion	30,759		35,175
Net cash used in investing activities	(24,041)		(21,015)		(64,824)
Other long-term liabilities	398		352
CASH FLOWS FROM FINANCING ACTIVITIES
Total liabilities	321,254		329,560
Proceeds from debt obligations, including related party proceeds of $200, $0, and $0, respectively	10,888		22,657		11,595
Commitments and contingencies (Note 10)
Payments on debt obligations, including related party payments of $500, $0, and $0, respectively	(20,502)		(23,001)		(15,650)
Equity
Purchase of treasury stock	(11,860)		(20,606)		(2,223)
Preferred stock, $0.10 par value per share; 1,000,000 shares authorized; none issued and outstanding	—		—
Payment of dividends	(2,464)		(2,302)		(2,146)
Common stock, $0.01 par value per share; 20,000,000 shares authorized; 8,955,000 shares and 9,397,639 shares issued and outstanding as of September 30, 2024 and 2023, respectively	90		94
Payment of loan origination costs	(80)		(290)		(239)
Additional paid-in capital	61,511		80,437
Share in return of investment by noncontrolling partner	—		—		(600)
Retained earnings	201,759		201,050
Net cash used in financing activities	(24,018)		(23,542)		(9,263)
Total RCIHH stockholders’ equity	263,360		281,581
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1,359		11,327		(14,957)
Noncontrolling interests	(250)		(257)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	32,350		21,023		35,980
Total equity	263,110		281,324
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	33,709	$	32,350	$	21,023
Total liabilities and equity	$	584,364	$	610,884

See accompanying notes to consolidated financial statements.

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME

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

Years Ended September 30,

2024

2023

2022

2025

2024

2023

Revenues

Sales of alcoholic beverages

~~133~~122,124

~~127~~133,~~262~~124

~~113~~127,~~316~~262

Sales of food and merchandise

4439,~~606~~971

4344,~~906~~606

4443,~~294~~906

Service revenues

9897,~~455~~079

~~103~~98,~~577~~455

93103,~~888~~577

Other

1920,~~419~~260

19,~~045~~419

1619,~~122~~045

Total revenues

~~295~~279,~~604~~434

~~293~~295,~~790~~604

~~267~~293,~~620~~790

Operating expenses

Cost of goods sold

Alcoholic beverages sold

2422,~~228~~143

2324,~~291~~228

2023,~~155~~291

Food and merchandise sold

1614,~~360~~118

1516,~~429~~360

15,~~537~~429

Service and other

~~397~~376

~~282~~397

~~317~~282

Total cost of goods sold (exclusive of items shown separately below)

4036,~~985~~637

3940,~~002~~985

3639,~~009~~002

Salaries and wages

8483,~~177~~665

7984,~~500~~177

6879,~~447~~500

Selling, general and administrative

99,672

93,024

78,847

Selling, general, and administrative

107,839

99,672

93,024

Depreciation and amortization

15,~~395~~078

15,~~151~~395

1215,~~391~~151

Impairments and other charges, net

365,~~570~~948

1536,~~629~~570

~~467~~15,629

Total operating expenses

~~276~~249,~~799~~167

~~242~~276,~~306~~799

~~196~~242,~~161~~306

Income from operations

1830,~~805~~267

5118,~~484~~805

7151,~~459~~484

Other income (expenses)

Interest expense

(16,~~679~~352)

(1516,~~926~~679)

(1115,~~950~~926)

Interest income

~~482~~565

~~388~~482

~~411~~388

Non-operating gains, net

—

211

Gain on lease termination and other, net

968

—

Income before income taxes

215,~~608~~448

352,~~946~~608

6035,~~131~~946

Income tax expense (benefit)

~~(410)~~4,609

~~6,846~~(410)

146,~~071~~846

Net income

310,~~018~~839

293,~~100~~018

4629,~~060~~100

Net loss (income) attributable to noncontrolling interests

(728)

~~146~~(7)

~~(19)~~146

Net income attributable to RCIHH common stockholders

310,~~011~~811

293,~~246~~011

4629,~~041~~246

Earnings per share

Basic and diluted

01.3323

30.1333

43.9113

Weighted average shares used in computing earnings per share

Basic and diluted

98,~~250~~822,~~245~~758

9,~~335~~250,~~983~~245

9,~~383~~335,~~445~~983

See accompanying notes to consolidated financial statements.

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Years Ended September 30, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023

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

	Common Stock			AdditionalPaid-InCapital		Retained Earnings		Treasury Stock			NoncontrollingInterests		TotalEquity
	Numberof Shares	Amount						Numberof Shares	Amount
Balance at September 30, 2021	8,999,910	$	90	$	50,040	$	129,693	—	$	—	$	(600)	$	179,223
Balance at September 30, 2022	9,231,725	$	92	$	67,227	$	173,950	—	$	—	$	489	$	241,758
Issuance of common shares for business combination	500,000	5		29,928		—		—	—		—		29,933
Purchase of treasury shares	—	—		—		—		(268,185)	(15,097)		—		(15,097)
Canceled treasury shares	(268,185)	(3)		(15,094)		—		268,185	15,097		—		—
Payment of dividends ($0.19 per share)	—	—		—		(1,784)		—	—		—		(1,784)
Stock-based compensation	—	—		2,353		—		—	—		—		2,353
Investment from noncontrolling partner	—	—		—		—		—	—		1,070		1,070
Net income	—	—		—		46,041		—	—		19		46,060
Balance at September 30, 2022	9,231,725	92		67,227		173,950		—	—		489		241,758
Issuance of common shares for business combination	200,000	2		12,845		—		—	—		—		12,847
Purchase of treasury shares	—	—		—		—		(34,086)	(2,223)		—		(2,223)
Canceled treasury shares	(34,086)	—		(2,223)		—		34,086	2,223		—		—
Payment of dividends ($0.23 per share)	—	—		—		(2,146)		—	—		—		(2,146)
Stock-based compensation	—	—		2,588		—		—	—		—		2,588
Share in return of investment by noncontrolling partner	—	—		—		—		—	—		(600)		(600)
Net income (loss)	—	—		—		29,246		—	—		(146)		29,100
Balance at September 30, 2023	9,397,639	94		80,437		201,050		—	—		(257)		281,324
Purchase of treasury shares	—	—		—		—		(442,639)	(20,606)		—		(20,606)
Canceled treasury shares	(442,639)	(4)		(20,602)		—		442,639	20,606		—		—
Excise tax on stock repurchases	—	—		(206)		—		—	—		—		(206)
Payment of dividends ($0.25 per share)	—	—		—		(2,302)		—	—		—		(2,302)
Stock-based compensation	—	—		1,882		—		—	—		—		1,882
Net income	—	—		—		3,011		—	—		7		3,018
Balance at September 30, 2024	8,955,000	$90	90	$61,511	~~61,511~~	$201,759	~~201,759~~	—	$—	—	$(250)	~~(250)~~	$263,110	~~263,110~~
Purchase of treasury shares	—	—		—		—		(270,939)	(11,860)		—		(11,860)
Canceled treasury shares	(270,939)	(3)		(11,857)		—		270,939	11,860		—		—
Excise tax on stock repurchases	—	—		(119)		—		—	—		—		(119)
Payment of dividends ($0.28 per share)	—	—		—		(2,464)		—	—		—		(2,464)
Stock-based compensation	—	—		1,373		—		—	—		—		1,373
Net income	—	—		—		10,811		—	—		28		10,839
Balance at September 30, 2025	8,684,061	$	87	$	50,908	$	210,106	—	$	—	$	(222)	$	260,879

See accompanying notes to consolidated financial statements.

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF CASH FLOWS~~SHEETS

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

	Years Ended September 30,
	September 30,
	2024		2023		2022
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
ASSETS
Net income	$	3,018	$	29,100	$	46,060
Current assets
Adjustments to reconcile net income to net cash provided by operating activities:
Cash and cash equivalents	$	33,709	$	32,350
Depreciation and amortization	15,395		15,151		12,391
Receivables, net	3,940		5,832
Deferred tax expense (benefit)	(6,450)		(1,781)		3,080
Inventories	4,857		4,676
Gain on sale of businesses and assets	(2,215)		(870)		(2,970)
Prepaid expenses and other current assets	4,968		4,427
Impairment of assets	38,517		12,629		1,888
Assets held for sale	3,394		—
Amortization and writeoff of debt discount and issuance costs	608		615		314
Total current assets	50,868		47,285
Doubtful accounts expense on notes receivable	—		—		753
Property and equipment, net	279,027		280,075
Gain on insurance	(522)		(77)		(463)
Operating lease right-of-use assets, net	25,781		26,231
Noncash lease expense	2,980		2,978		2,607
Notes receivable, net of current portion	3,849		4,174
Stock-based compensation expense	1,882		2,588		2,353
Goodwill	62,725		61,911
Gain on debt extinguishment	—		—		(83)
Intangibles, net	171,948		163,461
Changes in operating assets and liabilities, net of business acquisitions:
Other assets	2,737		1,227
Receivables	4,283		(2,383)		(175)
Total assets	$	596,935	$	584,364
Inventories	(309)		177		(554)
LIABILITIES AND EQUITY
Prepaid expenses, other current, and other assets	(2,421)		(366)		387
Current liabilities
Accounts payable, accrued, and other liabilities	1,118		1,369		(1,079)
Accounts payable	$	5,836	$	5,637
Net cash provided by operating activities	55,884		59,130		64,509
Accrued liabilities	32,607		20,280
CASH FLOWS FROM INVESTING ACTIVITIES
Current portion of debt obligations, net	21,198		18,871
Proceeds from sale of businesses and assets	1,969		4,245		10,669
Current portion of operating lease liabilities	3,314		3,290
Proceeds from notes receivable	249		229		182
Total current liabilities	62,955		48,078
Proceeds from insurance	1,367		86		648
Deferred tax liability, net	21,689		22,693
Payments for property and equipment and intangible assets	(24,600)		(40,384)		(24,003)
Debt, net of current portion and debt discount and issuance costs	214,583		219,326
Acquisition of businesses, net of cash acquired	—		(29,000)		(55,293)
Operating lease liabilities, net of current portion	27,320		30,759
Net cash used in investing activities	(21,015)		(64,824)		(67,797)
Other long-term liabilities	9,509		398
CASH FLOWS FROM FINANCING ACTIVITIES
Total liabilities	336,056		321,254
Proceeds from debt obligations, including related party proceeds of $0, $0, and $650, respectively	22,657		11,595		35,820
Commitments and contingencies (Note 11)
Payments on debt obligations	(23,001)		(15,650)		(14,894)
Equity
Purchase of treasury stock	(20,606)		(2,223)		(15,097)
Preferred stock, $0.10 par value per share; 1,000,000 shares authorized; none issued and outstanding	—		—
Payment of dividends	(2,302)		(2,146)		(1,784)
Common stock, $0.01 par value per share; 20,000,000 shares authorized; 8,684,061 shares and 8,955,000 shares issued and outstanding as of September 30, 2025, and 2024, respectively	87		90
Payment of loan origination costs	(290)		(239)		(463)
Additional paid-in capital	50,908		61,511
Share in return of investment by noncontrolling partner	—		(600)		—
Retained earnings	210,106		201,759
Net cash provided by (used in) financing activities	(23,542)		(9,263)		3,582
Total RCIHH stockholders’ equity	261,101		263,360
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	11,327		(14,957)		294
Noncontrolling interests	(222)		(250)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	21,023		35,980		35,686
Total equity	260,879		263,110
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	32,350	$	21,023	$	35,980
Total liabilities and equity	$	596,935	$	584,364

See accompanying notes to consolidated financial statements.

Table of Contents

	Years Ended September 30,
	2024		2023		2022
CASH PAID DURING THE YEAR FOR:
Interest paid, net of amounts capitalized	$	16,157	$	15,156	$	11,227
Income taxes paid (net of refunds of $173, $1,656, and $2,256 in 2024, 2023, and 2022, respectively)	$	5,068	$	8,636	$	9,500
Non-cash investing and financing transactions:
Debt incurred in connection with acquisition of businesses	$	—	$	30,405	$	49,000
Debt incurred in connection with purchase of property and equipment	$	—	$	10,476	$	9,201
Debt exchanged in connection with the sale of a restaurant location	$	1,471	$	—	$	—
Notes receivable received as proceeds from sale of assets	$	—	$	—	$	2,700
Investment from noncontrolling partner in connection with purchase of property	$	—	$	—	$	1,070
Issuance of shares of common stock for acquisition of business:
Number of shares	—		200,000		500,000
Fair value at acquisition date	$	—	$	12,847	$	29,933
Adjustment to operating lease right-of-use assets related to new and renewed leases	$	760	$	1,864	$	21,424
Adjustment to operating lease liabilities related to new and renewed leases	$	760	$	2,163	$	21,424
Unpaid excise tax on stock repurchases	$	206	$	—	$	—
Unpaid liabilities on capital expenditures	$	1,474	$	1,967	$	1,503
Receivable on eminent domain disposition	$	—	$	—	$	1,047

See accompanying notes to consolidated financial statements.

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

1. Nature of Business

RCI Hospitality Holdings, Inc. (the “Company,” “we,” “us,” or “our”) is a holding company incorporated in Texas in 1994. ~~Through~~Our ~~its~~ subsidiaries, ~~the~~own ~~Company currently owns~~ and ~~operates~~operate establishments that offer live adult entertainment, restaurant, and/or bar operations. These establishments are located in Houston, Austin, San Antonio, Dallas, Fort Worth, Tomball, Katy, Pearland, Dickinson, Odessa, Lubbock, Longview, Tye, Round Rock, Edinburg, El Paso, Harlingen, Arlington, Beaumont, and Stafford, Texas, as well as Central City and Denver, Colorado; Inkster, Michigan; Minneapolis, Minnesota; Pittsburgh and Allentown, Pennsylvania; Charlotte and Raleigh, North Carolina; New York and Newburgh, New York; Miami, Pembroke Park and Miami Gardens, Florida; Phoenix, Arizona; Sulphur, Louisiana; Portland, Maine; Louisville, Kentucky; Indianapolis, Indiana; ~~and~~ Chicago, Washington Park, Sauget, and Kappa, Illinois; and West Columbia, South Carolina. The Company also owns and operates media businesses for the adult industry. ~~The Company’s corporate offices are located in Houston, Texas.~~

The Company’s corporate offices are located in Houston, Texas.

2. Summary of Significant Accounting Policies

Basis of Accounting

The accounts are maintained and the consolidated financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries in which a controlling interest is owned. Intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts in the consolidated financial statements and accompanying notes. Estimates and assumptions are based on historical experience, forecasted future events, and various other ~~assumptions~~inputs that we believe to be reasonable under the circumstances. Estimates and assumptions may vary under different circumstances and conditions. We evaluate our estimates and assumptions on an ongoing basis.

Cash and Cash Equivalents

The Company considers as cash equivalents all highly liquid investments with a maturity of three months or less when purchased. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits.

6261

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies - continued

Receivables

Receivables for club and restaurant operations are primarily comprised of credit card charges, which are generally converted to cash in two to five days after a purchase is made. The media division’s receivables are primarily comprised of receivables for advertising sales and Expo registration. Receivables also include employee advances, construction advances, and other miscellaneous receivables. Long-term notes receivable, which have original maturity of more than one year, include consideration from the sale of certain investment interest entities and real estate. The Company recognizes interest income on notes receivable based on the terms of the agreement and based upon management’s evaluation that the notes receivable and interest income will be collected. The Company recognizes allowances for doubtful accounts or notes when, based on management judgment, circumstances indicate that operating or notes receivable will not be collected. Allowance for doubtful accounts balance related to operating receivables was $4291,000 and $6242,000 as of September 30, ~~2024~~2025 and ~~2023~~2024, respectively (see Note 56). Allowance for ~~doubtful~~credit ~~accounts~~losses balance related to notes receivable was $042,000 and $0 as of September 30, ~~2024~~2025 and ~~2023~~2024, respectively.

Inventories

Inventories include alcoholic beverages, energy drinks, food, and Company merchandise. Inventories are carried at the lower of cost (on a first-in, first-out (“FIFO”) basis), or net realizable value.

Property and Equipment

Property and equipment are stated at cost. Provisions for depreciation and amortization are made using straight-line rates over the estimated useful lives of the related assets, and the shorter of useful lives or terms of the applicable leases for leasehold improvements. Buildings have estimated useful lives ranging from 29 to 40 years. Furniture and equipment have estimated useful lives of 5 to 7 years, while leasehold improvements are depreciated at the shorter of the lease term or estimated useful life. Expenditures for major renewals and betterments that extend the useful lives are capitalized. Expenditures for normal maintenance and repairs are expensed as incurred. The cost of assets sold, retired or abandoned and the related accumulated depreciation are written off from the accounts, and any gains or losses are charged or credited in the accompanying consolidated statement of income of the respective period. Interest expense from related debt incurred during site construction is capitalized, which amounted to $~~155~~473,000 in ~~2024~~2025, $0155,000 in ~~2023~~2024, and $0 in ~~2022~~2023.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets with indefinite lives are not amortized but reviewed on an annual basis for impairment. Definite-lived intangible assets are amortized on a straight-line basis over their estimated lives.

The costs of transferable licenses purchased through open markets are capitalized as indefinite-lived intangible assets. The costs of obtaining non-transferable licenses that are directly issued by local government agencies are expensed as incurred. Annual license renewal fees are expensed over their renewal term.

6362

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies - continued

For our goodwill impairment review, we have the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. This assessment is based on several factors, including industry and market conditions, overall financial performance, including an assessment of cash flows in comparison to actual and projected results of prior periods. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on our qualitative analysis, or if we elect to skip this step, we perform a Step 1 quantitative analysis to determine the fair value of the reporting unit. The fair value is determined using market-related valuation models, including discounted cash flows and comparable asset market values. We recognize goodwill impairment in the amount that the carrying value of the reporting unit exceeds the fair value of the reporting unit, not to exceed the amount of goodwill allocated to the reporting unit, based on the results of our Step 1 analysis. For the year ended September 30, ~~2024~~2025, we ~~identified~~did ~~four~~not ~~reporting~~identify ~~units~~any ~~that were impaired and recognized a~~ goodwill impairment ~~loss~~for ~~totaling~~the ~~$8.9~~reporting ~~million~~unit. For the year ended September 30, ~~2023~~2024, we ~~identified four reporting unit that were impaired and~~ recognized a goodwill impairment loss totaling $48.29 million. For the year ended September 30, ~~2022~~2023, we ~~identified one reporting units that was impaired and~~ recognized a goodwill impairment loss of $~~566,000~~4.2 million.

For indefinite-lived intangibles, specifically sexually-oriented business ("SOB") licenses, we determine fair value by estimating the multiperiod excess earnings of the asset. For indefinite-lived tradename, we determine fair value by using the relief from royalty method. The fair value is then compared to the carrying value and an impairment charge is recognized by the amount by which the carrying amount exceeds the fair value of the asset. We recorded impairment charges for SOB licenses amounting to $113.8 million in ~~2024~~2025 related to ~~seven~~six clubs, $611.58 million in ~~2023~~2024 related to ~~eight~~seven clubs, $~~293,000~~6.5 million in ~~2022~~2023 related to ~~one~~eight ~~club~~clubs, which are included in impairments and other charges, net in the consolidated statements of income.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, such as property and equipment, intangible assets subject to amortization, and right-of-use assets on operating leases for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value. We define our asset group as an operating club or restaurant location, which is also our reporting unit or the lowest level for which cash flows can be identified. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. For assets held for sale, we measure fair value using an estimation based on quoted prices for similar items in active or inactive markets (level 2) developed using observable data. The assets and liabilities of a disposal group classified as held for sale are presented separately in the appropriate asset and liability sections of the balance sheet.

During fiscal 2025, the Company impaired one location operated by Bombshells for property and equipment for $1.6 million. During fiscal 2024, the Company impaired four clubs and nine Bombshells for property and equipment totaling $10.6 million and five Bombshells locations for operating lease right-of-use assets totaling $6.5 million. During fiscal 2023, the Company impaired one club for operating lease right-of-use assets amounting to $1.0 million and property and equipment amounting to $58,000, and two venture projects for software totaling $814,000. ~~During fiscal 2022, the Company impaired one club and one Bombshells for property and equipment totaling $1.0 million.~~ See Notes 56, 67, and 1712.

Fair Value of Financial Instruments

The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of receivables, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. The carrying value of notes receivable and short and long-term debt also approximates fair value since these instruments bear market rates of interest. None of these instruments are held for trading purposes.

6463

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies - continued

Revenue Recognition

The Company recognizes revenue from the sale of alcoholic beverages, food and merchandise, service (which include cover charges, dance dollar surcharges, membership fees, and facility use fees, among others), and other revenues (which include commissions from vending and ATM machines, real estate rental, valet parking, and other products and services for both nightclub and restaurant/sports bar operations, among others) at the point-of-sale upon receipt of cash, check, or credit card charge, net of discounts and promotional allowances based on consideration specified in implied contracts with customers. Sales and liquor taxes collected from customers and remitted to governmental authorities are presented on a net basis in the accompanying consolidated statements of income. The Company recognizes revenue when it satisfies a performance obligation (point in time of sale) by transferring control over a product or service to a customer.

Commission revenues, such as ATM commission, are recognized when the basis for such commission has transpired. Revenues from the sale of magazines and advertising content are recognized when the issue is published and shipped. Revenues and external expenses related to the Company’s annual Expo convention are recognized upon the completion of the convention, which normally occurs during our fiscal fourth quarter. Lease revenue (included in other revenues) is recognized when earned (recognized over time) and is more appropriately covered by guidance under ASC 842, Leases. Lease revenue is generally recognized ratably over the term of the lease. A substantial portion of our lessor contracts are classified as operating lease and a number of them are month-to-month or short-term contracts.

Revenue from initial franchise and area development fees are recognized as the performance obligations are satisfied over the term of the franchise agreement. Franchise royalties and advertising contributions, which are a percentage of net sales of franchised restaurants, are recognized in the period the related sales occur.

Refer to Notes 35 and 1712 for additional disclosures on revenues and leases, respectively.

Advertising and Marketing

Advertising and marketing expenses are primarily comprised of costs related to public advertisements and giveaways, which are used for promotional purposes. Advertising and marketing expenses are expensed as incurred and are included in selling, general and administrative expenses in the accompanying consolidated statements of income. See Note 56.

Income Taxes

The Company and its subsidiaries are subject to U.S. federal income tax and income taxes imposed in the state and local jurisdictions where we operate our businesses. Deferred income taxes are determined using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

U.S. GAAP creates a single model to address accounting for uncertainty in tax positions by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. We recognize penalties related to unrecognized tax benefits as a component of selling, general and administrative expenses, and recognize interest accrued related to unrecognized tax benefits in interest expense.

6564

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies - continued

Investments

Investments in companies in which the company has a 20% to 50% interest are accounted for using the equity method, which are carried at cost and adjusted for the Company’s proportionate share of their undistributed earnings or losses. Investments in companies in which the Company owns less than a 20% interest, or where the Company does not exercise significant influence, are accounted for at cost and reviewed for any impairment. Cost and equity method investments are included in other assets in the Company’s consolidated balance sheets.

Earnings Per Share

Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings or losses of the Company. Potential common stock shares consist of shares that may arise from outstanding dilutive common restricted stock, stock options and warrants (the number of which is computed using the treasury stock method) and from outstanding convertible debentures (the number of which is computed using the if-converted method). Diluted earnings per share considers the potential dilution that could occur if the Company’s outstanding common restricted stock, stock options, warrants and convertible debentures were converted into common stock that then shared in the Company’s earnings or losses (as adjusted for interest expense, that would no longer be incurred if the debentures were converted).

During the years ended September 30, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, the Company did not have any adjustment items to reconcile the numerator and the denominator in the calculation of basic and diluted earnings per share. For all fiscals presented, we excluded the impact of 300,000 stock options from the calculation of diluted earnings per share because the effect was anti-dilutive.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting, which requires the recognition of acquired tangible and identifiable intangible assets and assumed liabilities at their acquisition date fair values. The excess of the acquisition price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to acquired entities are included prospectively beginning with the date of acquisition. Acquisition-related costs are expensed as incurred.

Share Repurchases

The Company accounts for treasury stock transactions using the cost method. When treasury shares are retired, we charge the excess of the repurchase price over the par value of the repurchased shares to additional paid-in capital. We also charge additional paid-in capital for any excise tax incurred related to share repurchases.

Stock-based Compensation

The Company recognizes all employee stock-based compensation in selling, general and administrative expenses in our consolidated statements of ~~operations~~income. Equity-classified awards are measured at the grant date fair value of the award and recognized as expense over their requisite service period. The Company estimates grant date fair value of stock options using the Black-Scholes option-pricing model.

The following table provides the significant assumptions used in determining the estimated grant date fair value of the stock options granted in fiscal 2022. No grants were awarded in fiscal 2024 and 2023.65

Expected term (in years)	4.45
Expected volatility	64.42	%
Expected dividend yield	0.20	%
Risk-free rate	3.23	%

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies - continued

The expected term was estimated using the historical exercise and post-vesting expiration behavior of grantees on stock options awarded prior to the 2022 Plan. The expected volatility was based on historical volatility of the Company's stock price for a period equal to the award's expected term. The expected dividend yield is based on the current dividend payout activity and the exercise price (that is, the expected dividends that would likely be reflected in an amount at which the stock option would be exchanged). The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. We recognize forfeitures when they occur.

Legal and Other Contingencies

The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. In the opinion of management, there was not at least a reasonable possibility that we may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies for asserted legal and other claims. ~~The Company recognizes legal fees and expenses, including those related to legal contingencies, as incurred.~~

The Company maintains insurance that covers claims arising from risks associated with the Company’s business including claims for workers’ compensation, general liability, property, auto, and business interruption coverage. The Company has historically carried substantial insurance to cover such risks with large deductibles, with such policies being structured to limit our per-occurrence exposure. During fiscal 2025, however, we self-insured certain general liability and liquor insurance coverage in a number of establishments due to increasingly prohibitive costs of such coverage. However, we still carry at least the minimum insurance coverage where it is required by law for licensing requirements. We record a liability for unresolved claims and for an estimate of incurred but not reported claims including legal costs based on historical experience. The estimated liability is based on a number of assumptions and factors regarding economic conditions, the frequency and severity of claims development history, and settlement practices. Our assumptions are reviewed, monitored, and adjusted when warranted by changing circumstances. The Company believes, and the Company’s experience has been, that such insurance policies have been sufficient to cover such risks.

Generally, the Company recognizes gain contingencies when they are realized or when all related contingencies have been resolved.

The Company maintains insurance that covers claims arising from risks associated with the Company’s business including claims for workers’ compensation, general liability, property, auto, and business interruption coverage. The Company has historically carried substantial insurance to cover such risks with large deductibles, with such policies being structured to limit our per-occurrence exposure. As of October 1, 2024, however, we discontinued general liability and liquor insurance coverage in a number of establishments due to increasingly prohibitive costs of such coverage, and we are currently in the process of establishing self-insurance for the claims for which third-party insurance coverage is financially prohibitive. However, we still carry at least the minimum insurance coverage where it is required by law for licensing requirements. The Company believes, and the Company’s experience has been, that such insurance policies have been sufficient to cover such risks.

Fair Value Measurement

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels.

U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

•Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2 – Include other inputs that are directly or indirectly observable in the marketplace.

•Level 3 – Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company classifies its marketable securities as available-for-sale, which are reported at fair value. Realized gains and losses (including unrealized holding gains and losses) from securities classified as available-for-sale are included in ~~comprehensive income. The Company measures the fair value of its marketable securities based on quoted prices for identical securities in active markets, or Level 1 inputs.~~

6766

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies - continued

Incomprehensive ~~accordance with U~~income.S. ~~GAAP,~~The ~~the~~ Company ~~reviews~~measures ~~its~~the ~~marketable securities to determine whether a decline in~~ fair value of aits ~~security~~marketable ~~below~~securities ~~the~~based ~~cost~~on ~~basis~~quoted isprices ~~other~~for ~~than~~identical ~~temporary.~~securities ~~Should~~in ~~the~~active ~~decline be considered other than temporary~~markets, ~~the Company writes down the cost basis of the security and include the loss in current earnings as opposed to an unrealized holding loss. No losses~~ or ~~other-than-temporary~~Level ~~impairments~~1 ~~in our marketable securities portfolio were recognized during the years ended September 30, 2024, 2023, and 2022~~inputs.

In accordance with U.S. GAAP, the Company reviews its marketable securities to determine whether a decline in fair value of a security below the cost basis is other than temporary. Should the decline be considered other than temporary, the Company writes down the cost basis of the security and include the loss in current earnings as opposed to an unrealized holding loss. No losses or other-than-temporary impairments in our marketable securities portfolio were recognized during the years ended September 30, 2025, 2024, and 2023.

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to tangible property and equipment, goodwill and other intangible assets, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. If it is determined that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is included in impairments and other charges, net in the consolidated statements of operations.

Assets and liabilities that are measured at fair value on a nonrecurring basis are as follows (in thousands):

			Fair Value at Reporting Date Using
Description	September 30,~~2024~~2025		Quoted Prices in Active Markets for Identical Asset(Level 1)		Significant Other Observable Inputs(Level 2)		Significant Unobservable Inputs (Level 3)
Property and equipment**	$	7,975	$	—	$	—	$	7,975
Property and equipment	3,252		—		3,252		—
Indefinite-lived intangibles**	16,575		—		—		16,575
Indefinite-lived intangibles	9,713		—		—		9,713
Definite-lived intangibles**	1,682		—		—		1,682

			Fair Value at Reporting Date Using
Description	September 30,~~2023~~2024		Quoted Prices in Active Markets for Identical Asset(Level 1)		Significant Other Observable Inputs(Level 2)		Significant Unobservable Inputs(Level 3)
Property and equipment*	$	21,454	$	—	$	—	$	21,454
Property and equipment	$	7,975	$	—	$	—	$	7,975
Indefinite-lived intangibles*	43,948		—		—		43,948
Indefinite-lived intangibles	16,575		—		—		16,575
Indefinite-lived intangibles**	2,996		—		—		2,996
Definite-lived intangibles	1,682		—		—		1,682
Definite-lived intangibles**	8,220		—		—		8,220
Goodwill*	6,881		—		—		6,881
Goodwill**	1,084		—		—		1,084
Current assets*	696		—		—		696

*Certain assets and liabilities measured at the acquisition dates.


	Unrealized Gain (Loss/Impairments†) Recognized
	Years Ended September 30,
Description	2025		2024		2023
Goodwill	$	—	$	(8,861)	$	(4,239)
Property and equipment, net (including held for sale)	(1,550)		(10,582)		(58)
Indefinite-lived intangibles	(3,790)		(11,243)		(5,516)
Definite-lived intangibles	—		(1,283)		(1,813)
Operating lease right-of-use assets	—		(6,480)		(1,003)
Other assets	—		(68)		—

** Measured† Cumulative atannual impairments based on interim and year-end ~~impairment~~ testing.

6867

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies - continued

	Unrealized Gain (Loss/Impairments†) Recognized
	Years Ended September 30,
Description	2024		2023		2022
Goodwill	$	(8,861)	$	(4,239)	$	(566)
Property and equipment, net (including held for sale)	(10,582)		(58)		(1,029)
Indefinite-lived intangibles	(11,243)		(5,516)		(293)
Definite-lived intangibles	(1,283)		(1,813)		—
Operating lease right-of-use assets	(6,480)		(1,003)		—
Other assets	(68)		—		—

† Cumulative annual impairments based on interim and year-end testing.

The significant unobservable inputs used in our level 3 fair value measurements are as follows:

			Range (Weighted Average)
Areas	Valuation Techniques	Unobservable Input	~~2024~~2025	~~2023~~2024	~~2022~~2023
Property and equipment	Discounted cash flow	Long-term revenue/EBITDA growth rate	-2.3% - 1.6% (0.9%)	0% - 2.5% (1.25%)	0% - 2.5% (1.5%)
Goodwill	Discounted cash flow	EBITDA multiple	12x (12x)	1x - 13x (13x)	9x - 12x (12x)
		Weighted average cost of capital	9.6% (9.6%)	11% (11%)	12.5% (12.5%)
		Long-term revenue/EBITDA growth rate	2.3% (2.3%)	(2.3)% - 1.6% (0.9%)	0% - 2.5% (2.5%)
Goodwill	Discounted cash flow	EBITDA multiple	1x - 13x (13x)	9x - 12x (12x)	8x - 10x (9x)
		Weighted average cost of capital	10.5% (10.5%)	9.6% (9.6%)	11.0% (11.0%)
		Long-term revenue/EBITDA growth rate	-2.3% - 1.6% (0.9%)	0% - 2.5% (2.5%)	0% - 2.5% (1.5%)
SOB licenses	Multiperiod excess earnings	Long-term revenue/EBITDA growth rate	2.3% (2.3%)	1.6% (1.6%)	0% - 2.5% (2.5%)
		Weighted average cost of capital	910.65% (910.65%)	119.6% (119.6%)	1211.50% (1211.50%)
SOB licenses	Multiperiod excess earnings	Long-term revenue/EBITDA growth rate	1.6% (1.6%)	0% - 2.5% (2.5%)	0% - 2.5% (1.5%)
		Contributory asset charges rate	6.5% - 16.2% (15.1%)	5.1% - 16.2% (15.1%)	10.0% - 21.5% (15.0%)
		Weighted average cost of capital	9.6% (9.6%)	11% (11%)	12.5% (12.5%)
Tradename	Relief-from-royalty method	Long-term revenue growth rate	2.3% (2.3%)	1.6% (1.6%)	0% - 2.5% (2.5%)
		Contributory asset charges rate	5.1% - 16.2% (15.1%)	10% - 21.5% (15%)	0.5% - 7.4% (2.3%)
		Royalty rate	1.6% - 6.0% (4.7%)	3.0% - 6.0% (4.4%)	3.0% - 6.0% (4.7%)
Tradename	Relief-from-royalty method	Long-term revenue growth rate	1.6% (1.6%)	0% - 2.5% (2.5%)	0% - 2.5% (1.5%)
		Weighted average cost of capital	10.5% (10.5%)	9.6% (9.6%)	11.0% (11.0%)
		Royalty rate	3% - 6% (4.4%)	3.0% - 6.0% (4.7%)	3.5% - 4.5% (4%)
Operating lease right-of-use assets	Discounted cash flow	Long-term EBITDA growth rate	None	(2.3)% - 1.6% (0.9%)	1.5% - 2.5% (2.3%)
		Weighted average cost of capital	~~9.6% (9.6%)~~None	119.6% (119.6%)	1211.50% (1211.50%)
Operating lease right-of-use assets	Discounted cash flow	Long-term EBITDA growth rate	-2.3% - 1.6% (0.9%)	1.5% - 2.5% (2.3%)	0% - 2.5% (1.5%)
		Weighted average cost of capital	9.6% (9.6%)	11% (11%)	12.5% (12.5%)
Business combinations	Various*	Growth rate	None	0% - 11% (5.5%)	2.5% - 10% (4.8%)
		Weighted average cost of capital	None	16.5% - 18% (17.8%)	15% - 19.5% (18.1%)
		Internal rate of return	None	16.5% - 30% (22.4%)	15% - 21.5% (19.4%)
		Contributory asset charges rate	None	15.6% - 21.5% (16.3%)	8.5% - 10.2% (9.3%)

* Includes all of the valuation techniques for each of the fair valued assets above as of each acquisition date.68

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies - continued

Impact of Recently Issued Accounting Standards

In ~~October~~June ~~2021~~2022, the ~~Financial Accounting Standards Board ("~~FASB") issued ~~Accounting Standards Update ("~~ASU") ~~No. 2021~~2022-0803, ~~Business~~Fair ~~Combinations~~Value Measurement (Topic ~~805~~820): ~~Accounting~~Fair ~~for~~Value ~~Contract~~Measurement ~~Assets~~of ~~and~~Equity ~~Contract~~Securities ~~Liabilities~~Subject ~~from~~to ~~Contracts~~Contractual ~~with~~Sale ~~Customers~~Restrictions. ~~This~~The amendments in this ASU ~~amends~~clarify ~~Accounting~~that ~~Standards~~an ~~Codification~~entity ~~("ASC")~~should ~~Topic~~measure ~~805~~the tofair ~~require~~value ~~acquiring~~of ~~entities~~an equity security subject to ~~apply~~contractual ~~ASC~~sale ~~606~~restriction the same way it measures an identical equity security that is not subject to ~~recognize~~such ~~and~~a ~~measure~~restriction. ~~contract~~The ~~assets~~FASB said the contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, ~~contract~~therefore, ~~liabilities~~should innot ~~business~~affect ~~combinations~~its fair value. The ASU is effective for public entities for fiscal years beginning after December 15, ~~2022~~2023, ~~including~~and interim periods within those fiscal years. Early adoption is permitted. We adopted ASU ~~2021~~2022-0803 on October 1, ~~2023~~2024. Our adoption of this ASU did not have a significant impact on our consolidated financial statements.

In ~~June~~March ~~2022~~2023, the FASB issued ASU ~~2022~~2023-0301, ~~Fair~~Leases ~~Value Measurement~~ (Topic ~~820~~842): ~~Fair~~Common ~~Value~~Control ~~Measurement~~Arrangements, ofwhich ~~Equity~~amends ~~Securities~~certain ~~Subject~~provisions toof ~~Contractual~~ASC ~~Sale~~842 ~~Restrictions.~~that ~~The~~apply ~~amendments~~to inarrangements ~~this~~between ~~ASU~~related ~~clarify~~parties ~~that~~under ancommon ~~entity~~control. ~~should~~The ~~measure~~ASU ~~the~~requires ~~fair~~all ~~value~~companies ofto anamortize ~~equity~~leasehold ~~security~~improvements ~~subject~~associated towith ~~contractual~~common ~~sale~~control ~~restriction~~leases over the ~~same~~asset's ~~way~~useful itlife ~~measures~~to anthe ~~identical~~common ~~equity~~control ~~security~~group ~~that~~regardless isof ~~not~~the ~~subject~~lease toterm. ~~such~~It aalso ~~restriction.~~allows ~~The~~private ~~FASB~~and ~~said~~certain ~~the~~not-for-profit ~~contractual~~entities ~~restriction~~to onuse the ~~sale~~written ofterms anand ~~equity~~conditions ~~security is not considered part~~ of ~~the~~an ~~unit~~agreement ofto account offor ~~the~~common ~~equity~~control ~~security~~leases ~~and,~~without ~~therefore,~~further ~~should~~assessing ~~not~~the ~~affect~~legal ~~its~~enforceability ~~fair~~of ~~value~~those terms. The ~~ASU~~guidance is effective for ~~public~~all entities ~~for~~in fiscal years beginning after December 15, 2023, ~~and~~including interim periods within those fiscal years. Early adoption is permitted. Wefor ~~are~~both ~~evaluating~~interim ~~the~~and ~~impact~~annual offinancial ~~this~~statements that have not yet been made available for issuance. We adopted ASU ~~and~~2023-01 weon ~~believe~~October ~~that~~1, ~~the~~2024. Our adoption of this ~~guidance~~ASU ~~will~~did not have a significant impact on our consolidated financial statements.

In ~~March~~August 2023, the FASB issued ASU 2023-0105, ~~Leases~~Business Combinations—Joint Venture Formations (~~Topic~~Subtopic ~~842~~805-60): ~~Common~~Recognition ~~Control~~and ~~Arrangements~~Initial Measurement, which ~~amends~~addresses ~~certain~~the ~~provisions~~accounting offor ~~ASC~~contributions ~~842~~made ~~that~~to ~~apply~~a tojoint ~~arrangements~~venture, ~~between~~upon ~~related~~formation, ~~parties~~in ~~under~~a ~~common~~joint ~~control~~venture's separate financial statements. The ~~ASU~~objectives ~~requires~~of ~~all~~the ~~companies~~ASU are to ~~amortize~~(1) ~~leasehold~~provide ~~improvements~~decision-useful ~~associated~~information ~~with~~to ~~common~~investors ~~control~~and ~~leases~~other ~~over~~allocators ~~the~~of ~~asset's~~capital ~~useful~~in ~~life~~a tojoint ~~the~~venture's ~~common~~financial ~~control~~statements ~~group~~and ~~regardless~~(2) ofreduce ~~the~~diversity ~~lease~~in ~~term~~practice. ItThe ~~also~~FASB ~~allows~~decided ~~private~~to ~~and~~require ~~certain~~a ~~not-for-profit~~joint ~~entities~~venture to ~~use~~apply ~~the~~a ~~written~~new ~~terms~~basis of accounting upon formation that will recognize and ~~conditions~~initially ofmeasure anits ~~agreement~~assets toand ~~account~~liabilities ~~for~~at ~~common~~fair ~~control~~value ~~leases~~(with ~~without~~exceptions ~~further~~to ~~assessing~~fair ~~the~~value ~~legal~~measurement ~~enforceability~~that ofare ~~those~~consistent ~~terms~~with the business combinations guidance). The ~~guidance~~amendments isof this ASU are effective prospectively for all ~~entities~~joint inventure ~~fiscal~~formations ~~years~~with ~~beginning~~a formation date on or after ~~December~~January 151, ~~2023~~2025. Additionally, ~~including~~a ~~interim~~joint ~~periods~~venture ~~within~~that ~~those~~was ~~fiscal~~formed ~~years~~before January 1, 2025 may elect to apply the amendments retrospectively if it has sufficient information. ~~Early~~early ~~adoption~~adoptions is permitted ~~for~~in ~~both~~any interim ~~and~~or annual period in which financial statements ~~that~~ have not yet been issued (or made available for issuance.), Weeither ~~are~~prospectively ~~still~~or ~~evaluating~~retrospectively. We adopted the ~~impact~~provisions of ~~this~~ ASU ~~but~~2023-05 weon ~~believe~~October ~~that~~1, ~~the~~2024, ~~adoption~~and ~~of this guidance~~ will ~~not~~apply ~~have~~them ~~a significant impact~~ on ~~our~~future ~~consolidated~~joint ~~financial statements~~ventures.

In ~~August~~November 2023, the FASB issued ASU 2023-0507, ~~Business~~Segment ~~Combinations—Joint~~Reporting ~~Venture Formations~~ (~~Subtopic~~Topic ~~805-60~~280): ~~Recognition~~Improvements ~~and~~to ~~Initial~~Reportable ~~Measurement~~Segment Disclosures, which ~~addresses~~aims ~~the accounting for contributions made~~ to aimprove ~~joint~~reportable ~~venture,~~segment ~~upon~~disclosure ~~formation~~requirements, inprimarily athrough ~~joint~~enhanced ~~venture's~~disclosures ~~separate~~about ~~financial~~significant ~~statements~~segment expenses. ~~The~~In ~~objectives~~addition, ofthe amendments in the ASU ~~are~~enhance tointerim ~~(1))~~disclosure ~~provide~~requirements, ~~decision-useful~~clarify ~~information~~circumstances toin ~~investors~~which ~~and~~an ~~other~~entity ~~allocators~~can ofdisclose ~~capital~~multiple insegment ameasures ~~joint~~of ~~venture's~~profit ~~financial~~or ~~statements~~loss, ~~and~~provide ~~(2)~~new ~~reduce~~segment ~~diversity~~disclosure inrequirements ~~practice.~~for ~~The~~entities ~~FASB~~with ~~decided~~a tosingle ~~require~~reportable asegment, ~~joint~~and ~~venture~~contain toother ~~apply~~disclosure arequirements. ~~new~~The ~~basis~~purpose of ~~accounting~~the ~~upon~~amendments ~~formation~~is ~~that~~to ~~will~~enable ~~recognize~~investors ~~and~~to ~~initially~~better ~~measure~~understand ~~its~~an ~~assets~~entity's overall performance and ~~liabilities~~assess atpotential ~~fair~~future ~~value~~cash ~~(with~~flows. ~~exceptions~~The ASU applies to ~~fair~~all ~~value~~public ~~measurement~~entities that are ~~consistent~~required ~~with~~to ~~the~~report ~~business~~segment ~~combinations~~information ~~guidance).~~in ~~The~~accordance ~~amendments~~with ofASC ~~this~~280, ~~ASU~~and ~~are~~is effective ~~prospectively~~ for ~~all~~fiscal ~~joint~~years ~~venture~~beginning ~~formations~~after ~~with~~December a15, ~~formation~~2023 ~~date~~and oninterim orperiods within fiscal years beginning after ~~January~~December 115, ~~2025~~2024. ~~Additionally,~~Early aadoption ~~joint~~is ~~venture~~permitted. ~~that~~We ~~was~~initially ~~formed~~adopted ~~before~~the ~~January~~disclosure 1,requirements ~~2025~~of ~~may~~ASU ~~elect~~2023-07 toduring ~~apply~~ the ~~amendments~~annual ~~retrospectively~~reporting ifperiod itended ~~has~~September ~~sufficient~~30, ~~information~~2025. ~~early~~Due ~~adoptions~~to iscertain ~~permitted~~changes in ~~any~~the ~~interim~~composition orof ~~annual~~reportable ~~period~~segments, inwe ~~which~~recast ~~financial~~prior ~~statements~~year ~~have~~information ~~not~~to ~~yet~~conform ~~been~~to ~~issued~~current ~~(or~~year ~~made available for issuance)~~classification, ~~either~~as ~~prospectively~~allowed orby ~~retrospectively~~ASU 2023-07. WeSee ~~are~~Note ~~still~~4. ~~evaluating~~Our ~~the~~adoption ~~impact~~ of this ASU did not have a significant impact on our consolidated financial statements.

7069

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies - continued

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures,. ~~which~~Under ~~aims~~the toASU, ~~improve~~public ~~reportable~~business ~~segment~~entities ~~disclosure~~must ~~requirements,~~annually ~~primarily~~(1) ~~through~~disclose ~~enhanced~~specific ~~disclosures~~categories ~~about~~in ~~significant~~the ~~segment~~rate ~~expenses.~~reconciliation Inand ~~addition,~~(2) ~~the~~provide ~~amendments~~additional ininformation ~~the~~for ~~ASU~~reconciling ~~enhance~~items ~~interim~~that ~~disclosure~~meet ~~requirements,~~a ~~clarify~~quantitative ~~circumstances~~threshold in(if ~~which~~the aneffect ~~entity~~of ~~can~~those ~~disclose~~reconciling ~~multiple~~items ~~segment~~is ~~measures~~equal ofto ~~profit~~ or ~~loss,~~greater ~~provide~~than ~~new~~five ~~segment~~percent ~~disclosure~~of ~~requirements~~the ~~for~~amount ~~entities~~computed ~~with~~by amultiplying ~~single~~pretax ~~reportable~~income ~~segment,~~or ~~and~~loss ~~contain~~by ~~other~~the ~~disclosure~~applicable ~~requirements~~statutory income tax rate). The ~~purpose~~amendments of the ~~amendments~~ASU isare toeffective ~~enable~~for ~~investors~~public tobusiness ~~better~~entities ~~understand~~for anannual ~~entity's~~periods ~~overall~~beginning ~~performance~~after ~~and~~December ~~assess~~15, ~~potential future cash flows~~2024. ~~The~~Entities ~~ASU~~are ~~applies~~permitted to ~~all~~early ~~public~~adopt ~~entities~~the ~~that~~standard ~~are~~for ~~required~~annual tofinancial ~~report~~statements ~~segment~~that ~~information~~have innot ~~accordance~~been ~~with~~issued ~~ASC~~or ~~280,~~made ~~and~~available isfor ~~effective~~issuance. ~~for~~We ~~fiscal~~initially ~~years~~adopted ~~beginning~~the ~~after~~disclosure ~~December~~requirements ~~15,~~of ASU 2023-09 ~~and~~during ~~interim~~the ~~periods~~annual ~~within~~reporting ~~fiscal~~period ~~years~~ended ~~beginning~~September ~~after~~30, ~~December 15~~2025, ~~2024.~~on ~~Early~~a ~~adoption~~retrospective ~~is permitted~~basis. WeSee ~~are~~Note ~~evaluating the impact of this ASU on our consolidated financial statements~~10.

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903, Income ~~Taxes~~Statement—Reporting ~~(Topic~~Comprehensive ~~740): Improvements to~~ Income—Expense ~~Tax~~Disaggregation Disclosures. ~~Under~~(Subtopic ~~the~~220-40): ~~ASU,~~Disaggregation ~~public~~of ~~business~~Income ~~entities~~Statement ~~must~~Expenses, ~~annually~~which ~~(1)~~expands ~~disclose~~disclosures ~~specific~~about ~~categories~~income instatement ~~the~~expenses. ~~rate~~The ~~reconciliation~~guidance ~~and~~requires ~~(2)~~disaggregation ~~provide~~of ~~additional~~certain ~~information~~costs ~~for~~and ~~reconciling~~expenses ~~items~~included ~~that~~in ~~meet~~each arelevant ~~quantitative~~expense ~~threshold~~caption ~~(if~~on ~~the~~our ~~effect~~consolidated statements of ~~those~~income ~~reconciling~~in ~~items~~a isseparate ~~equal~~note to orthe ~~greater~~financial ~~than~~statements ~~five~~at ~~percent~~each ofinterim ~~the~~and ~~amount~~annual ~~computed~~reporting byperiod, ~~multiplying~~including ~~pretax~~amounts ~~income~~of orpurchases ~~loss~~of byinventory, ~~the~~employee ~~applicable~~compensation, ~~statutory~~depreciation, ~~income~~and ~~tax~~intangible ~~rate)~~asset amortization. The amendments ofin ~~the~~this ASU are effective for ~~public~~annual ~~business~~reporting ~~entities~~periods ~~for~~beginning ~~annual~~after December 15, 2026, and interim reporting periods beginning after December 15, ~~2024.~~2027, ~~Entities~~as ~~are~~clarified ~~permitted~~by toASU 2025-01, with early ~~adopt~~adoption ~~the~~permitted. ~~standard~~The ~~for~~amendments ~~annual~~in ~~financial~~this ~~statements~~ASU ~~that~~should ~~have~~be ~~not~~applied ~~been~~either ~~issued~~(1) orprospectively ~~made~~to ~~available~~financial statements issued for ~~issuance.~~reporting Weperiods ~~are~~after ~~enhancing~~the ~~our~~effective ~~income~~date ~~tax~~of ~~reporting~~the ~~system~~ASU toor be(2) ~~able~~retrospectively to ~~capture~~any or all prior periods presented in the ~~required~~financial ~~disclosures~~statements. We are currently evaluating the impact of this ~~ASU~~guidance on our financial statement disclosures.

3. ~~Revenues~~Supplemental Disclosure of Cash Flow Information

~~Revenues,~~Presented asbelow ~~disaggregated~~are bysupplemental ~~revenue~~cash ~~type,~~flow ~~timing~~information ~~of recognition, and reportable segment~~ (~~see also Note 4), are shown below (~~in thousands).

	Fiscal 2024
	Years Ended September 30,
	Nightclubs		Bombshells		Other		Total
	2025		2024		2023
Sales of alcoholic beverages	$	105,669	$	27,455	$	—	$	133,124
CASH PAID DURING THE YEAR FOR:
Sales of food and merchandise	22,129		22,477		—		44,606
Interest paid, net of amounts capitalized	$	15,847	$	16,157	$	15,156
Service revenues	98,233		222		—		98,455
Income taxes paid (net of refunds of $51, $173, and $1,656 in 2025, 2024, and 2023, respectively) (Note 10)	$	4,547	$	5,068	$	8,636
Other revenues	17,833		424		1,162		19,419
Non-cash investing and financing transactions:
	$	243,864	$	50,578	$	1,162	$	295,604
Debt incurred in connection with acquisition of businesses	$	8,000	$	—	$	30,405
Recognized at a point in time	$	242,162	$	50,573	$	1,162	$	293,897
Debt incurred in connection with purchase of property and equipment	$	—	$	—	$	10,476
Recognized over time	1,702		5		—		1,707
Debt exchanged in connection with the sale of a restaurant location	$	—	$	1,471	$	—
	$	243,864	$	50,578	$	1,162	$	295,604
Notes receivable received as proceeds from sale of assets	$	60	$	—	$	—
Issuance of shares of common stock for acquisition of business:
Number of shares	—		—		200,000
Fair value at acquisition date	$	—	$	—	$	12,847
Adjustment to operating lease right-of-use assets related to new and renewed leases	$	—	$	760	$	1,864
Adjustment to operating lease liabilities related to new and renewed leases	$	—	$	760	$	2,163
Unpaid excise tax on stock repurchases	$	119	$	206	$	—
Unpaid liabilities on capital expenditures	$	1,005	$	1,474	$	1,967

	Fiscal 2023
	Nightclubs		Bombshells		Other		Total
Sales of alcoholic beverages	$	96,325	$	30,937	$	—	$	127,262
Sales of food and merchandise	19,995		23,911		—		43,906
Service revenues	103,217		360		—		103,577
Other revenues	17,211		515		1,319		19,045
	$	236,748	$	55,723	$	1,319	$	293,790
Recognized at a point in time	$	234,981	$	55,677	$	1,274	$	291,932
Recognized over time	1,767		46		45		1,858
	$	236,748	$	55,723	$	1,319	$	293,790

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

3. Revenues - continued

	Fiscal 2022
	Nightclubs		Bombshells		Other		Total
Sales of alcoholic beverages	$	80,001	$	33,315	$	—	$	113,316
Sales of food and merchandise	18,289		26,005		—		44,294
Service revenues	93,481		407		—		93,888
Other revenues	14,480		198		1,444		16,122
	$	206,251	$	59,925	$	1,444	$	267,620
Recognized at a point in time	$	204,644	$	59,918	$	1,443	$	266,005
Recognized over time	1,607		7		1		1,615
	$	206,251	$	59,925	$	1,444	$	267,620

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 receivables, net in our consolidated balance sheet. A reconciliation of contract liabilities with customers, included in accrued liabilities in our consolidated balance sheets, is presented below (in thousands):

	Balance at September 30, 2022		Consideration Received (Refunded)		Recognized in Revenue		Balance at September 30, 2023		Consideration Received		Recognized in Revenue		Balance at September 30, 2024
Ad revenue	$	82	$	451	$	(484)	$	49	$	422	$	(440)	$	31
Expo revenue	8		574		(581)		1		519		(519)		1
Other (including franchise fees, see below)	144		(51)		(47)		46		26		(5)		67
	$	234	$	974	$	(1,112)	$	96	$	967	$	(964)	$	99

Contract liabilities with customers are included in accrued liabilities as unearned revenues in our consolidated balance sheets (see also Note 5), while the revenues associated with these contract liabilities are included in other revenues in our consolidated statements of income.

On December 22, 2020, the Company signed a franchise development agreement with a group of private investors to open three Bombshells locations in San Antonio, Texas over a period of five years, and the right of first refusal for three more locations in Corpus Christi, New Braunfels, and San Marcos, all in Texas. Upon execution of the agreement, the Company collected $75,000 in development fees representing 100% of the initial franchise fee of the first restaurant and 50% of the initial franchise fee of the second restaurant. The first Bombshells franchised location opened in June 2022. On May 2, 2022, the Company signed a franchise development agreement with a private investor to open three Bombshells locations in the state of Alabama over a period of five years. Upon execution of the agreement, the Company received $50,000 in development fees representing 100% of the initial franchise fee of the first restaurant. In February 2023, the Company purchased the franchised Bombshells unit in San Antonio, Texas, and in September 2024, was sold back to members of the former franchisee group. See Note 14.

4. Segment Information

The Company 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, ~~and~~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 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.

72Below is the financial information related to the Company’s reportable segments (in thousands):


	2025						2024						2023
	Nightclubs		Bombshells		Total		Nightclubs		Bombshells		Total		Nightclubs		Bombshells		Total
Revenues
Third party	$	242,501	$	35,810	$	278,311	$	243,864	$	50,578	$	294,442	$	236,748	$	55,723	$	292,471
Intersegment	4,610		—		4,610		4,049		—		4,049		3,355		—		3,355
	247,111		35,810		282,921		247,913		50,578		298,491		240,103		55,723		295,826
Reconciliation of revenue
Other revenues, including intersegment					1,383						1,432						1,573
Elimination of intersegment revenues					(4,870)						(4,319)						(3,609)
Total consolidated revenues					279,434						295,604						293,790

Less:
Cost of goods sold, including intersegment	27,722		8,572		36,294		28,411		12,212		40,623		26,266		12,486		38,752
Salaries and wages	56,969		11,636		68,605		54,217		14,643		68,860		50,489		14,949		65,438
Selling, general, and administrative, including intersegment	69,994		17,418		87,412		68,728		21,846		90,574		61,363		21,665		83,028
Depreciation and amortization	12,662		1,344		14,006		11,823		2,399		14,222		10,871		2,574		13,445
Impairment and other charges, net	5,585		460		6,045		22,773		13,529		36,302		14,585		284		14,869
Other segment items	—		(979)		(979)		—		—		—		—		—		—
Segment income (loss)	74,179		(2,641)		71,538		61,961		(14,051)		47,910		76,529		3,765		80,294

Reconciliation of segment income (loss)
Other income (loss)					(218)						(179)						(1,427)
Interest income (expense), net					(15,787)						(16,197)						(15,538)
Elimination of intersegment income					(6)						—						—
Unallocated corporate overhead					(40,079)						(28,926)						(27,383)
Consolidated income before income taxes					15,448						2,608						35,946

Table of Contents

RCI HOSPITALITY HOLDINGS, INC.

Notes to Consolidated Financial Statements

4. Segment Information – continued

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


	2025			2024			2023
	Nightclubs	Bombshells	Total	Nightclubs	Bombshells	Total	Nightclubs	Bombshells	Total
Segment capital expenditures	5,054	8,460	13,514	9,922	8,080	18,002	11,840	16,578	28,418

Reconciliation to consolidated capital expenditures
Other operating segments			548			5,114			8,400
Unallocated corporate			465			1,484			3,566
Consolidated capital expenditures			14,527			24,600			40,384

Segment assets - end of year	477,644	75,582	553,226	455,756	79,410	535,166	483,563	85,215	568,778

Reconciliation to consolidated total assets
Other operating segments			7,942			12,984			6,936
Unallocated corporate			35,767			36,214			35,170
Consolidated total assets			596,935			584,364			610,884

	2024		2023		2022
Revenues (from external customers)
Nightclubs	$	243,864	$	236,748	$	206,251
Bombshells	50,578		55,723		59,925
Other	1,162		1,319		1,444
	$	295,604	$	293,790	$	267,620
Income (loss) from operations
Nightclubs	$	58,094	$	73,187	$	82,798
Bombshells	(10,646)		6,502		11,504
Other	(523)		(1,446)		57
Corporate	(28,120)		(26,759)		(22,900)
	$	18,805	$	51,484	$	71,459
Capital expenditures
Nightclubs	$	9,106	$	11,840	$	17,477
Bombshells	7,760		16,578		3,586
Other	6,250		8,400		841
Corporate	1,484		3,566		2,099
	$	24,600	$	40,384	$	24,003
Depreciation and amortization
Nightclubs	$	11,823	$	10,871	$	9,604
Bombshells	2,365		2,574		1,783
Other	43		495		85
Corporate	1,164		1,211		919
	$	15,395	$	15,151	$	12,391

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.

	September 30, 2024		September 30, 2023
Total assets
Nightclubs	$	454,892	$	483,563
Bombshells	79,091		85,215
Other	14,197		6,936
Corporate	36,184		35,170
	$	584,364	$	610,884

Certain real estate assets previously wholly assigned to Bombshells have been subdivided and allocated to other future development or investment projects. Accordingly, those asset costs have been transferred out of the Bombshells segment.

~~Excluded~~In ~~from~~adopting ~~revenues~~ASU in2023-07, ~~the~~we ~~table~~recast ~~above~~one ~~are intercompany rental revenues~~ of ~~the~~our ~~Nightclubs~~shared-services ~~segment~~subsidiary ~~amounting~~from Other to ~~$18~~Corporate.8 ~~million,~~We ~~$16.6~~also ~~million,~~recast ~~and~~three ~~$14.0~~previously ~~million~~planned ~~for 2024, 2023,~~ and ~~2022,~~previously ~~respectively,~~reported ~~and~~casino-related ~~intercompany~~subsidiaries ~~sales~~classified ofin ~~Robust Energy Drink of~~ Other ~~segment amounting~~ to ~~$270,000,~~Nightclubs ~~$254,000,~~ and ~~$261,000 for the same respective years~~Bombshells. ~~These intercompany revenue amounts are eliminated upon consolidation.~~

5. Revenues

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


	2025
	Nightclubs		Bombshells		Other		Total
Sales of alcoholic beverages	$	103,495	$	18,629	$	—	$	122,124
Sales of food and merchandise	22,955		17,016

Filing Compare · RCI HOSPITALITY HOLDINGS, INC.