United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 1816, 2026

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)


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

10737 Cutten Road

Houston, Texas 77066

(Address of Principal Executive Offices, Including Zip Code)

(281) 397-6730

(Issuer’s Telephone Number, Including Area Code)

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


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

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

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

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

RICK

The Nasdaq Global Market

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

Emerging growth company o

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

ITEM 32.0102 RESULTS ~~NOTICE~~ OF ~~DELISTING~~OPERATIONS ORAND ~~FAILURE~~FINANCIAL ~~TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING~~CONDITION.

On ~~February~~March 1819, 2026, ~~RCI Hospitality Holdings, Inc. (“~~we,” ~~“us”~~issued ~~and the “Company”) received~~ a ~~written~~press ~~notice~~release ~~(the~~announcing ~~“Notice”)~~results ~~from~~for the ~~Listing~~fiscal ~~Qualifications~~quarter ~~Department~~and ofyear ~~The~~ended ~~Nasdaq~~September ~~Stock~~30, ~~Market~~2025, ~~(“Nasdaq”)~~and ~~indicating~~the ~~that~~filing weof ~~are not in compliance with Listing Rule 5250(c)(1) because we have failed to file~~ our ~~Quarterly~~annual ~~Report~~report on Form 10-QK for the fiscal ~~quarter~~year ended ~~December~~September 3130, 2025. ~~(the~~Also ~~“Form~~on ~~10-Q”)~~March 19, ~~and~~2026, ~~because~~ we ~~remain~~will ~~delinquent~~hold ina ~~filing~~conference ~~our~~call ~~Annual~~to ~~Report~~discuss onthese ~~Form~~results ~~10-K~~and ~~for~~related matters. A copy of the ~~fiscal~~press ~~year~~release ~~ended~~is ~~September~~furnished ~~30,~~as ~~2025~~Exhibit ~~(the~~99.1 “to this current report on Form 108-K”).

~~Under~~This ~~the~~information ~~Nasdaq~~shall ~~Listing~~not ~~Rules,~~be wedeemed ~~have~~“filed” ~~until~~for ~~March~~the ~~31,~~purposes ~~2026~~of toSection ~~submit~~18 aof ~~plan~~the toSecurities ~~Nasdaq~~Exchange asAct toof ~~how~~1934, ~~we plan to regain compliance with Nasdaq’s continued listing requirements. Although we intend to regain compliance by filing our Form 10-K and Form 10-Q~~ as ~~soon~~amended as(the ~~practicable,~~“Exchange ~~if we are unable to make those filings by March 31~~Act”), ~~2026, we will submit a compliance plan on~~ or ~~prior~~incorporated toby ~~that~~reference ~~date.~~in Ifany ~~Nasdaq~~filing ~~accepts~~under ~~our~~the ~~plan,~~Securities ~~Nasdaq~~Act ~~can grant an exception~~ of up1933, toas ~~180 calendar days from the 10-K’s due date~~amended, or ~~until June 29, 2026, to regain compliance. We may regain compliance at any time during this 180-day period upon filing with~~ the ~~SEC~~Exchange ~~our Form 10-K and Form 10-Q~~Act, asexcept ~~well~~ as ~~all~~shall ~~subsequent~~be ~~required~~expressly ~~periodic~~set ~~financial~~forth ~~reports~~by ~~that~~specific ~~are~~reference ~~due~~in ~~within~~such ~~that period. If Nasdaq does not accept our plan, we will have the opportunity to appeal that decision to~~ a ~~Nasdaq Hearings Panel~~filing.

~~The~~ITEM ~~Nasdaq~~5.02 ~~notification~~DEPARTURE ~~letter~~OF ~~has~~DIRECTORS noOR ~~immediate~~CERTAIN ~~effect~~OFFICERS; onELECTION ~~the~~OF ~~listing~~DIRECTORS; ofAPPOINTMENT ~~our~~OF ~~common~~CERTAIN ~~stock~~OFFICERS; onCOMPENSATION ~~the~~ARRANGEMENTS ~~Nasdaq~~OF ~~Global~~CERTAIN ~~Market~~OFFICERS.

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

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number						Description
99.1						Press release of RCI Hospitality Holdings, Inc. dated February 20, 2026
10.1						Employment Agreement of Albert Molina
99.1						Press release of RCI Hospitality Holdings, Inc. dated March 19, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RCI HOSPITALITY HOLDINGS, INC.
Date: February 20, 2026	By:	/s/ Travis Reese
Date: March 19, 2026	By:	/s/ Travis Reese
		Travis Reese
		Interim President and Chief Executive Officer

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