UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 001-13992
CUSIP NUMBER: 74934Q108
(Check One):
o Form 10-K | o Form 20-F | o Form 11-K | ☑ Form 10-Q | o Form 10-D | o Form N-SAR | o Form N-CSR | ||||||||||||||
For Period Ended: December 31, 2025
| o | Transition Report on Form 10-K | |||||||
| o | Transition Report on Form 20-F | |||||||
| o | Transition Report on Form 11-K | |||||||
| o | Transition Report on Form 10-Q | |||||||
| o | Transition Report on Form N-SAR | |||||||
For the Transition Period Ended:__________________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| Full Name of Registrant: | RCI Hospitality Holdings, Inc. | ||||
| Former Name if Applicable: | |||||
Address of Principal Executive Offices (Street and Number): | 10737 Cutten Road | ||||
| City, State and Zip Code: | Houston, Texas 77066 | ||||
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PART II - RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| o | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||||||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||||||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. | |||||||
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)
The registrant has experienced delays in completing the audit for the year ended September 30, 2025 and has not had sufficient time to complete its Form 10-K for the period. The delays are primarily due to additional procedures that need to be performed to complete the audit, in connection with the state indictment in New York on September 16, 2025 (as disclosed in the registrant’s Form 8-K filed on September 19, 2025). The registrant will be unable to complete its Form 10-Q for the quarter ended December 31, 2025 until it has completed its Form 10-K. Accordingly, the registrant will be unable to timely file the Form 10-Q without unreasonable effort and expense.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | ||||
| Albert Molina | (281) | 397-6730 | ||||||||||||
| (Name) | (Area Code) | (Telephone Number) | ||||||||||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). | ||||
☐ Yes ☑ No
The registrant’s Form 10-K for the year ended September 30, 2025 has not yet been filed.
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||
☐ Yes ☑ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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RCI Hospitality Holdings, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | February 9, 2026 | By: | /s/ Albert Molina | ||||||||
| Albert Molina, Chief Financial Officer | |||||||||||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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