RCI Hospitality Purchases 821,000 Shares from ADW Capital Partners for $30 Million
Written by Emily J. Thompson, Senior Investment Analyst
Updated: Nov 21 2025
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Should l Buy RICK?
Acquisition Details: RCI Hospitality Holdings acquired 821,000 shares from ADW Capital Partners for $30M, consisting of $8M in cash and $22M in seller financing at 12%, reducing its share count by about 9.5%.
Capital Allocation Plan: The transaction supports RCI's 5-Year Capital Allocation Plan, aiming to reduce shares to 7.5 million by fiscal year 2030, and is expected to be accretive to free cash flow per share from day one.
Management's Perspective: CEO Eric Langan stated that despite the purchase price being above the current market value, the shares are undervalued, making this acquisition a strategic opportunity.
Board Approval: The transaction received approval from RCI's board after a fairness opinion confirmed that the purchase price was fair for shareholders.
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Analyst Views on RICK
About RICK
RCI Hospitality Holdings, Inc. is a holding company that, through its subsidiaries, is engaged in businesses that offer live adult entertainment and/or dining experiences to its guests. The Company’s segments include Nightclubs and Bombshells. Its portfolio includes a variety of adult nightclub brands, formats and footprints that target different customers by providing quality entertainment environments. Its nightclub brands include Rick’s Cabaret, Tootsie’s Cabaret, Jaguars Club, Club Onyx, Diamond Cabaret, XTC Cabaret, Hoops Cabaret, STUDIO80, Cheetah HALLANDALE BEACH, HEARTBREAKERS, KAPPA MEN’S CLUB, TEMPTATIONS, DALLAS showclub, SILVER CITY CABARET, and Flight Club. Its Bombshells Restaurant & Bar is a military-themed, next generation, sports bar-casual dining restaurant brand with a focus on entertainment and fun. Bombshells attracts singles, couples, and families and features four major dayparts, such as lunch, happy hour, dinner, and late night.
About the author
Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
RCI Hospitality Receives Nasdaq Noncompliance Notice
- Compliance Warning: RCI Hospitality has received a Nasdaq notice for failing to timely file its Form 10-K for the fiscal year ending September 30, 2025, indicating potential reputational risks due to financial reporting delays.
- Filing Deadline: The company must file the delinquent Form 10-K or a compliance plan by March 31, 2026; failure to meet this deadline could lead to more severe consequences, impacting investor confidence.
- Potential Compliance Plan Impact: If RCI submits an acceptable compliance plan, Nasdaq may grant an extension of up to 180 days, until June 29, 2026, providing the company with a buffer period to regain compliance.
- Sales Performance Overview: Despite compliance issues, RCI reported club and restaurant sales of $70.3 million in Q1 2026, indicating that its core business still possesses a degree of market demand and revenue potential.
See More
RCI Hospitality Receives Nasdaq Compliance Notice
- Compliance Notification: On January 30, 2026, RCI Hospitality Holdings received a notice from Nasdaq for noncompliance with Listing Rule 5250(c)(1) due to the failure to timely file its 10-K report for the year ended September 30, 2025, although this notice does not have an immediate impact on the company's stock listing.
- Submission Deadline: Under Nasdaq rules, RCI has until March 31, 2026, to file its 10-K or submit a compliance plan; failure to do so will require the submission of a compliance plan by that deadline to seek an extension.
- Compliance Plan: If Nasdaq accepts the plan, the company may receive an extension of up to 180 calendar days, until June 29, 2026, during which RCI can regain compliance by filing its 10-K report.
- Appeal Rights: Should Nasdaq reject RCI's compliance plan, the company has the right to appeal the decision to a Nasdaq panel, which could significantly affect its compliance status and future operations.
See More
RCI Hospitality Receives Nasdaq Compliance Notification
- Compliance Notification: On January 30, 2026, RCI Hospitality Holdings, Inc. received a notification from Nasdaq regarding its noncompliance with Listing Rule 5250(c)(1) due to the failure to file its Form 10-K for the year ended September 30, 2025, which could impact the company's compliance status.
- Deadline: Under Nasdaq rules, RCI must file its 10-K or submit a compliance plan by March 31, 2026, and failure to meet this deadline may expose the company to compliance risks.
- Compliance Plan: If RCI is unable to file its 10-K by the deadline, it will submit a compliance plan by that date, and if accepted by Nasdaq, it may receive an extension of up to 180 days until June 29, 2026.
- Appeal Rights: Should Nasdaq reject RCI's compliance plan, the company has the right to appeal the decision to a Nasdaq panel, seeking further opportunities for compliance.
See More
RCI Hospitality Receives Nasdaq Compliance Notice
- Compliance Notification: On January 30, 2026, RCI Hospitality Holdings received a notice from Nasdaq regarding noncompliance with Listing Rule 5250(c)(1) due to the failure to timely file its Form 10-K for the year ended September 30, 2025, which could impact its stock compliance status.
- Submission Deadline: Under Nasdaq rules, RCI has until March 31, 2026, to file its 10-K or submit a compliance plan, and failure to meet this deadline could lead to further compliance risks for the company.
- Compliance Plan: If RCI is unable to file its 10-K by the deadline, it will submit a compliance plan prior to that date, and if accepted, Nasdaq may grant an extension of up to 180 days until June 29, 2026.
- Appeal Rights: Should Nasdaq reject RCI's compliance plan, the company has the right to appeal the decision to a Nasdaq panel, which could affect the company's market performance and investor confidence.
See More
RCI Hospitality (RICK) Reports $70.3M Q1 Sales with Strong Nightclub Performance
- Total Sales Growth: RCI Hospitality reported total sales of $70.3 million for Q1 of fiscal 2026, with nightclubs generating $61.9 million, indicating stable performance in the market.
- New Club Contributions: Five newly opened nightclubs contributed $4.9 million in sales, while same-store sales from 52 clubs produced $57.0 million, showcasing the success of new business expansions.
- Bombshells Restaurant Performance: Bombshells reported quarterly sales of $8.4 million, with two new locations generating $1.8 million and nine same-store locations achieving $6.6 million, despite a $1.2 million sales reduction from four underperforming locations closed last year.
- Market Challenges and Opportunities: Although sales were impacted in October and November due to customer uncertainty from the U.S. government shutdown, RCI still achieved year-over-year growth in higher-margin club service revenues in Q1, demonstrating resilience in adversity.
See More
RCI Hospitality Announces Preliminary Q4 Results
Q4 Revenue and Expansion: RCI Hospitality reported Q4 revenue of $70.9 million, successfully opened Bombshells in Lubbock, TX, and expanded operations at Rick's Cabaret & Steakhouse in Central City, CO.
Share Repurchase and Sales: The company repurchased 72,739 common shares for $2.7 million and sold a small club in Harlingen, TX for $600,000 cash, with a lease starting January 1, 2026.
New Partnerships and Acquisitions: RCI entered a partnership with Jonathan Joseph, selling 49% of Rick's Cabaret Austin for $1.8 million, and acquired 821,000 shares from ADW Capital Partners.
Management Changes and Stock Performance: RCI appointed Reese as interim President and CEO and Molina as interim CFO, while shares fell following Q4 and FY25 club and restaurant sales results.
See More
RCI Hospitality Receives Nasdaq Noncompliance Notice
- Compliance Warning: RCI Hospitality has received a Nasdaq notice for failing to timely file its Form 10-K for the fiscal year ending September 30, 2025, indicating potential reputational risks due to financial reporting delays.
- Filing Deadline: The company must file the delinquent Form 10-K or a compliance plan by March 31, 2026; failure to meet this deadline could lead to more severe consequences, impacting investor confidence.
- Potential Compliance Plan Impact: If RCI submits an acceptable compliance plan, Nasdaq may grant an extension of up to 180 days, until June 29, 2026, providing the company with a buffer period to regain compliance.
- Sales Performance Overview: Despite compliance issues, RCI reported club and restaurant sales of $70.3 million in Q1 2026, indicating that its core business still possesses a degree of market demand and revenue potential.
See More
RCI Hospitality Receives Nasdaq Compliance Notice
- Compliance Notification: On January 30, 2026, RCI Hospitality Holdings received a notice from Nasdaq for noncompliance with Listing Rule 5250(c)(1) due to the failure to timely file its 10-K report for the year ended September 30, 2025, although this notice does not have an immediate impact on the company's stock listing.
- Submission Deadline: Under Nasdaq rules, RCI has until March 31, 2026, to file its 10-K or submit a compliance plan; failure to do so will require the submission of a compliance plan by that deadline to seek an extension.
- Compliance Plan: If Nasdaq accepts the plan, the company may receive an extension of up to 180 calendar days, until June 29, 2026, during which RCI can regain compliance by filing its 10-K report.
- Appeal Rights: Should Nasdaq reject RCI's compliance plan, the company has the right to appeal the decision to a Nasdaq panel, which could significantly affect its compliance status and future operations.
See More
RCI Hospitality Receives Nasdaq Compliance Notification
- Compliance Notification: On January 30, 2026, RCI Hospitality Holdings, Inc. received a notification from Nasdaq regarding its noncompliance with Listing Rule 5250(c)(1) due to the failure to file its Form 10-K for the year ended September 30, 2025, which could impact the company's compliance status.
- Deadline: Under Nasdaq rules, RCI must file its 10-K or submit a compliance plan by March 31, 2026, and failure to meet this deadline may expose the company to compliance risks.
- Compliance Plan: If RCI is unable to file its 10-K by the deadline, it will submit a compliance plan by that date, and if accepted by Nasdaq, it may receive an extension of up to 180 days until June 29, 2026.
- Appeal Rights: Should Nasdaq reject RCI's compliance plan, the company has the right to appeal the decision to a Nasdaq panel, seeking further opportunities for compliance.
See More
RCI Hospitality Receives Nasdaq Compliance Notice
- Compliance Notification: On January 30, 2026, RCI Hospitality Holdings received a notice from Nasdaq regarding noncompliance with Listing Rule 5250(c)(1) due to the failure to timely file its Form 10-K for the year ended September 30, 2025, which could impact its stock compliance status.
- Submission Deadline: Under Nasdaq rules, RCI has until March 31, 2026, to file its 10-K or submit a compliance plan, and failure to meet this deadline could lead to further compliance risks for the company.
- Compliance Plan: If RCI is unable to file its 10-K by the deadline, it will submit a compliance plan prior to that date, and if accepted, Nasdaq may grant an extension of up to 180 days until June 29, 2026.
- Appeal Rights: Should Nasdaq reject RCI's compliance plan, the company has the right to appeal the decision to a Nasdaq panel, which could affect the company's market performance and investor confidence.
See More
RCI Hospitality (RICK) Reports $70.3M Q1 Sales with Strong Nightclub Performance
- Total Sales Growth: RCI Hospitality reported total sales of $70.3 million for Q1 of fiscal 2026, with nightclubs generating $61.9 million, indicating stable performance in the market.
- New Club Contributions: Five newly opened nightclubs contributed $4.9 million in sales, while same-store sales from 52 clubs produced $57.0 million, showcasing the success of new business expansions.
- Bombshells Restaurant Performance: Bombshells reported quarterly sales of $8.4 million, with two new locations generating $1.8 million and nine same-store locations achieving $6.6 million, despite a $1.2 million sales reduction from four underperforming locations closed last year.
- Market Challenges and Opportunities: Although sales were impacted in October and November due to customer uncertainty from the U.S. government shutdown, RCI still achieved year-over-year growth in higher-margin club service revenues in Q1, demonstrating resilience in adversity.
See More
RCI Hospitality Announces Preliminary Q4 Results
Q4 Revenue and Expansion: RCI Hospitality reported Q4 revenue of $70.9 million, successfully opened Bombshells in Lubbock, TX, and expanded operations at Rick's Cabaret & Steakhouse in Central City, CO.
Share Repurchase and Sales: The company repurchased 72,739 common shares for $2.7 million and sold a small club in Harlingen, TX for $600,000 cash, with a lease starting January 1, 2026.
New Partnerships and Acquisitions: RCI entered a partnership with Jonathan Joseph, selling 49% of Rick's Cabaret Austin for $1.8 million, and acquired 821,000 shares from ADW Capital Partners.
Management Changes and Stock Performance: RCI appointed Reese as interim President and CEO and Molina as interim CFO, while shares fell following Q4 and FY25 club and restaurant sales results.
See More
