RCI Hospitality Holdings Enters Material Definitive Agreement

TL;DR

RCII inked a big deal, could mean new debt or assets.

AI Summary

On November 21, 2025, RCI Hospitality Holdings, Inc. entered into a material definitive agreement, likely related to a financial obligation. The company, incorporated in Texas with its principal executive offices in Houston, filed this 8-K report with the SEC.

Why It Matters

This filing indicates a significant new agreement or financial commitment for RCI Hospitality Holdings, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce financial risks and operational changes that may affect the company's performance.

Key Numbers

• 001-13992 — SEC File Number (Identifies the company's filing history with the SEC.)
• 76-0458229 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• RCI HOSPITALITY HOLDINGS, INC. (company) — Registrant
• Texas (location) — State of Incorporation
• Houston (location) — Principal Executive Offices
• November 21, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value RICK The Nasdaq Global Market
• $30,000,000 — e Seller, for a total purchase price of $30,000,000, paid $8,000,000 in cash by wire transf
• $8,000,000 — tal purchase price of $30,000,000, paid $8,000,000 in cash by wire transfer to Seller, and
• $22,000,000.00 — in cash by wire transfer to Seller, and $22,000,000.00 pursuant to a two-year unsecured promis
• $1,000,000 — y payments of principal and interest of $1,000,000, with a final lump sum payment of princ

Filing Documents

• rick-20251121.htm (8-K) — 28KB
• ex41_adw-promissorynoterci.htm (EX-4.1) — 44KB
• ex101_stockrepurchaseagree.htm (EX-10.1) — 99KB
• 0001628280-25-053979.txt ( ) — 310KB
• rick-20251121.xsd (EX-101.SCH) — 2KB
• rick-20251121_lab.xml (EX-101.LAB) — 21KB
• rick-20251121_pre.xml (EX-101.PRE) — 12KB
• rick-20251121_htm.xml (XML) — 3KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On November 21, 2025, RCI Hospitality Holdings, Inc. ("we," "us" and "our") entered into a Stock Repurchase Agreement (the "Purchase Agreement") with ADW Capital Partners, L.P., a Delaware limited partnership (the "Seller"), ADW Capital Management, LLC, a Delaware limited liability company ("ADWLLC"), and Adam D. Wyden, an individual ("Wyden"). ADWLLC is the general partner and the investment manager of Seller, and Wyden is the sole manager of ADWLLC. The Purchase Agreement includes a Stock Transfer Agreement by and between the same parties, which is an exhibit thereto. Under the Purchase Agreement, we purchased 821,000 shares of common stock from the Seller, for a total purchase price of $30,000,000, paid $8,000,000 in cash by wire transfer to Seller, and $22,000,000.00 pursuant to a two-year unsecured promissory note (the "Promissory Note"). The Promissory Note bears interest at the rate of 12% per annum and is payable in 23 equal monthly payments of principal and interest of $1,000,000, with a final lump sum payment of principal and accrued interest due and payable on November 21, 2027. The Promissory Note provides further that in the event we or any of our subsidiaries sells either (i) a real property asset or (ii) an operating subsidiary (including the sale of the securities of such subsidiary or the underlying assets of such subsidiary), we must pay to the holder as a prepayment of principal, 50% of any net cash received at the closing of such sale. Additionally, in the event there is a merger or change of control or similar transaction, we must pay to the holder the full amount of the outstanding principal balance and any interest due and outstanding under the Promissory Note. In connection with the transaction described above, Centennial Bank consented to the additional indebtedness under the Promissory Note and agreed to a temporary adjustment of the debt service coverage requirement under RCI Holding

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Number Description 4.1 12% Unsecured Promissory Note 10.1 Stock Repurchase Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: November 24, 2025 By: /s/ Eric Langan Eric Langan President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR