RICK Rci Hospitality Holdings, Inc. - 8-K

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

On May 20, 2026, RCI Hospitality Holdings, Inc. (“we,” “us” and the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that we are not in compliance with Listing Rule 5250(c)(1) because we have not yet filed our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”).

Under the Nasdaq Listing Rules, we have until July 20, 2026 to submit a plan to Nasdaq as to how we plan to regain compliance with Nasdaq’s continued listing requirements. Although we intend to regain compliance by filing our Form 10-Q as soon as practicable, if we are unable to file our Form 10-Q by July 20, 2026, we will submit a compliance plan on or prior to that date. If Nasdaq accepts our plan, Nasdaq can grant an exception of up to 180 calendar days from the filing’s due date, or until November 16, 2026, to regain compliance. We may regain compliance at any time during this 180-day period upon filing with the SEC our Form 10-Q, as well as all subsequent required periodic financial reports that are due within that period. If Nasdaq does not accept our plan, we will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

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

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number

Description

99.1

Press release of RCI Hospitality Holdings, Inc. dated M ay 22 , 2026

104

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

2