What changed in this filing

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Item 9A. Controls and Procedures

2026-03-19 compared with 2024-12-16 · 133 added, 178 removed, 507 unchanged (38% of the section changed)

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Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report, an evaluation was carried out by certain members of Company management, with the participation of the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of the effectiveness of the Company’s disclosure controls and procedures (as defined in Securities and Exchange Commission’s (“SEC”) Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) as of September 30, 2024.

In connection with the preparation of this report, an evaluation was carried out by certain members of Company management, with the participation of the Interim Chief Executive Officer (“CEO”) and the Interim Chief Financial Officer (“CFO”) of the effectiveness of the Company’s disclosure controls and procedures (as defined in Securities and Exchange Commission’s (“SEC”) Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) as of September 30, 2025.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and the CFO, to allow timely decisions regarding required disclosures.

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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We have identified material weaknesses in internal control related to (1) ineffective design and operation of controls over certain information technology general controls ("ITGCs"), including program change management, user access, and vendor management controls;

(2) ineffective design and operation of controls, which include management review controls, over the accounting for business combinations;

and (3) ineffective design and operation of controls, which include management review controls, over the Company's assessments of potential impairment.

Our business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.

We believe that these control deficiencies were a result of inadequate IT controls over the review of user access and imprecise documentation of procedures related to program change management.

Additionally, we rely upon a variety of outsourced IT service providers for key elements of the technology infrastructure impacting our financial reporting process.

Certain outsourced IT service providers could not provide System and Organization Controls ("SOC") reports for periods that closely align with our fiscal year end.

Given that management did not effectively assess the design and operation of these outsourced IT service providers’ internal controls, some of our controls over IT systems and business processes were also deemed ineffective, but only to the extent

that we rely upon information that was subject to the outsourced IT service providers’ control environment.

(2) ineffective design and operation of controls, which include management review controls, over the accounting for business combinations and contingent liabilities;

and (3) ineffective design and operation of controls, which include management review controls, over the impairment assessments over long-lived assets, definite- and indefinite-lived intangible assets, and goodwill.

The identified ITGC control deficiencies resulted from two factors.

First, the Company's procedures governing program change management were insufficiently documented, resulting in controls that could not be consistently evidenced.

Second, the Company relies on third-party IT service providers for certain key components of the technology infrastructure supporting its financial reporting processes.

Specifically, certain service providers supporting applications within the Company's revenue cycle were unable to provide System and Organization Controls ("SOC") reports, thus management was unable to effectively evaluate the design and operating effectiveness of

the internal controls maintained by these service providers.

Consequently, certain business process controls were determined to be ineffective, limited to the extent those controls rely upon information processed within, or subject to, the control environments of the applicable third-party service providers.

These deficiencies may have an impact on our financial statements, account balances, and disclosures.

Based on our evaluation, our management, with the participation of our chief executive officer and chief financial officer, concluded that our internal control over financial reporting was not effective as of September 30, 2024.

Following identification of these material weaknesses, and prior to filing this Annual Report on Form 10-K, we completed substantive procedures for the year ended September 30, 2024.

Based on our evaluation, our management, with the participation of our CEO and our CFO, concluded that our internal control over financial reporting was not effective as of September 30, 2025.

Following identification of these material weaknesses, and prior to filing this Annual Report on Form 10-K, we completed additional procedures as deemed necessary for the year ended September 30, 2025.

Based on these procedures, management believes that the consolidated financial statements included in this Form 10-K have been prepared in accordance with U.S.

Our CEO and CFO have certified that, based on their knowledge, the financial statements, and other financial information included in this Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Form 10-K.

The Company’s independent registered public accounting firm, Marcum LLP, has expressed an unqualified opinion on our consolidated financial statements and an adverse opinion on our internal control over financial reporting as of September 30, 2024, in the audit report that appears at the end of Part II of this Annual Report on Form 10-K.

The Company’s independent registered public accounting firm, CBIZ CPAs P.C., has expressed an unqualified opinion on our consolidated financial statements and an adverse opinion on our internal control over financial reporting as of September 30, 2025, in the audit report that appears at the end of Part II of this Annual Report on Form 10-K.

Remediation Plan for Existing Material Weaknesses

Management is committed to the remediation of the material weaknesses described above.

Review of Accounting for Business Combinations

Controls will be added to both increase precision of management’s review of each component of business combinations, and if necessary, retain the services of a third-party consultant to assist in the valuation and accounting for intangible assets acquired in a business combination.

Review of Accounting for Impairment of Goodwill and Intangible Assets

As most of the assumptions used in the valuation models employed in impairment analyses are subjective in nature, Management will employ additional controls to validate these assumptions, including the engagement of a third-party consultant to assist developing valuation models and establishing sound and reasonable assumptions.

Review of Accounting for Business Combinations and Contingent Liabilities

Management has re-evaluated the design of its controls over the accounting for business combinations and will continue to implement enhancements to improve the precision, documentation, and timeliness of review procedures.

Management has re-evaluated the design of its controls over the accounting for legal contingencies and will implement enhancements to improve the clarity and quality of documentation supporting review of legal contingencies, including related legal fees and unasserted claims.

Review of Impairment Assessments over Long-lived Assets, Definite- and Indefinite-lived Intangibles Assets, and Goodwill

Given the inherently subjective nature of the assumptions underlying the valuation models used in impairment analyses, management will re-evaluate the review procedures to strengthen the validation and documentation of such assumptions.

Information Technology General Controls

As a result of the material weakness, we have initiated and will continue to implement remediation measures to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions include:

(i) strengthening and enhancing the review and documentation procedures in our controls over user access review;

(ii) defining and communicating clear and concise program change management policy and procedures;

(iii) enhancing the reporting requirements of accounting system audit logs;

(vi) continuous improvement over our ITGC controls related to third party applications;

and (vi) enhanced quarterly reporting on the remediation measures to the Audit Committee of the board of directors.

As a result of the material weakness and its ongoing remediation efforts, Management is enhancing change monitoring procedures and evaluating alternative procedures where SOC reports are not available for certain third party application vendors.

Further, Management is committed to enhanced quarterly reporting on the remediation measures to the Audit Committee of the board of directors.

It is our belief that these added controls will effectively remediate the existing material weaknesses.

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Changes in Internal Control Over Financial Reporting

During fiscal year 2025, the Company completed several business combinations as described in Note 16 - Acquisitions and Dispositions to our audited Consolidated Financial Statements.

• On January 21, 2025, the Company and certain of its subsidiaries completed the acquisition of a club in Detroit, Michigan.

• On April 7, 2025, and another delayed closing date on June 13, 2025, the Company and certain of its subsidiaries completed the acquisition of two clubs, one in West Columbia, South Carolina, and another in Allentown, Pennsylvania.

The scope of management’s assessment of the effectiveness of the Company’s disclosure controls and procedures for fiscal year-end 2025 did not include the internal control over the financial reporting of these acquisitions, in accordance with the SEC’s staff guidance that permits exclusion of acquisitions from their final assessment of internal control over financial reporting for the fiscal year in which the acquisition occurred.

Due to the size, breadth and complexity of the acquisition of these businesses, management’s evaluation of internal control over financial reporting for the fiscal year ended September 30, 2025, did exclude those internal control activities.

The businesses are wholly owned subsidiaries whose total assets and total revenues are excluded from management’s assessment and represent approximately 4% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2025.

Except for the remediation efforts as discussed above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Adverse Opinion on Internal Control over Financial Reporting

We have audited RCI Hospitality Holdings, Inc.’s (the "Company’s") internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

We have audited RCI Hospitality Holdings, Inc.’s (the "Company") internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses described in the subsequent paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in Management's Annual Report on Internal Control Over Financial Reporting:

• The Company had ineffective design and operation of controls over certain information technology general controls ("ITGCs"), including program change management, user access, and vendor management controls to ensure:

1) For all in-scope systems, IT program and data changes affecting the Company’s financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately to validate that data produced by its relevant IT system(s) were complete and accurate;

2) For a certain three systems, appropriate restrictions that would adequately prevent users from gaining inappropriate access;

3) For three key service providers, SOC reports were obtained and reviewed.

• The Company had ineffective design and operation of controls over certain information technology general controls (“ITGCs”), including program change management and vendor management controls to ensure:

For certain key financially relevant service providers, IT program and data changes affecting the Company’s financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately to validate that data produced by its relevant IT system(s) were complete and accurate;

For certain key financially relevant service providers, System and Organization Controls (SOC) reports were obtained and reviewed.

As a result of the above deficiencies, automated process-level and manual controls, including the remaining ITGCs, that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective.

• Ineffective design and operation of controls, which include management review controls, over the accounting for business combinations.

• Ineffective design and operation of controls, which include management review controls, over the Company's assessments of potential impairment.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2024 consolidated financial statements and financial statement schedule, and this report does not affect our report dated December 16, 2024 on those consolidated financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of September 30, 2024 and 2023 and the related consolidated statements of income, changes in equity, and cash flows and the related financial statement schedule for each of the years in the two-year period ended September 30, 2024 of the Company and our report dated December 16, 2024 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.

• Ineffective design and operation of controls, which include management review controls, over the accounting for business combinations and contingent liabilities.

• Ineffective design and operation of controls, which include management review controls, over the Company's impairment assessments over long lived assets, definite and indefinite lived intangible assets;

and goodwill.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2025 consolidated financial statements and financial statement schedule, and this report does not affect our report dated March 19, 2026 on those consolidated financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the balance sheet as of September 30, 2025 and the related statement of income, changes equity, and cash flows and the related financial statement schedule as of and for the year ended September 30, 2025 of the Company and our report dated March 19, 2026 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.

Explanatory Paragraph – Excluded Subsidiaries

As described in “Management’s Annual Report on Internal Control Over Financial Reporting”, management has excluded the Company’s acquisition of three businesses that occurred during the year ended September 30, 2025 from its assessment of internal control over financial reporting as of September 30, 2025 because these entities were acquired by the Company in purchase business combinations during the year ended September 30, 2025.

We have also excluded these three

businesses from our audit of internal control over financial reporting.

These businesses are wholly owned subsidiaries whose combined total assets and total revenues represent approximately 4% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2025.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management Annual Report on Internal Control Over Financial Reporting”.

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Management’s Annual Report on Internal Control Over Financial Reporting".

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

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Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.

/s/ Marcum LLP

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

Marlton, New Jersey

December 16, 2024

March 19, 2026

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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Our board of directors consists of six persons.

The following table sets forth our directors and executive officers as of December 16, 2024:

The following table sets forth our directors and executive officers as of March 19, 2026:

Name Age Position

Langan 56 Director, Chairman, Chief Executive Officer, President

Bradley Chhay 41 Chief Financial Officer

Travis Reese 55 Director and Executive Vice President

Langan 57 Director

56 Director, Chairman, Interim President and Chief Executive Officer

Albert Molina

56 Interim Chief Financial Officer

Luke Lirot 69 Director

Yura Barabash 51 Director

Martin 68 Director

Arthur Allan Priaulx 85 Director

Langan has been a director since 1998, and our President, CEO and Chairman since 1999.

Langan has been a director since 1998.

He has also been our Head of Mergers & Acquisitions since November 2025, and prior to that, he was our President and CEO since 1999.

He began his career in the hospitality industry in 1989 and has developed significant expertise in sports bar/restaurants and adult entertainment nightclubs, including related areas of real estate development and finance.

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Marshall agreed, without admitting or denying the SEC’s findings, to a cease-and-desist order and to pay civil penalties in the amounts of $400,000, $200,000, and $35,000, respectively.

Bradley Chhay was appointed as our CFO on September 14, 2020.

He is a Certified Public Accountant (CPA), Certified Fraud Examiner (CFE), and Certified Information Systems Auditor (CISA).

He joined us in November 2015 as Controller in charge of migrating the company to an upgraded ERP system and enhancing internal and external audit and SEC reporting functions.

From 2007 through 2009, he was an auditor for Deloitte & Touche LLP.

From 2009 through 2013, he served as Internal Audit Senior, IT Auditor, and Senior Fraud Auditor for Live Nation Entertainment, Inc.

of Beverly Hills, a publicly-traded company that markets tickets for live entertainment worldwide, owns and operates entertainment venues, and manages music artists.

From 2013 through 2015, Mr.

Chhay was an Audit Supervisor and Global ERP Project Lead for RigNet, Inc.

of Houston, a publicly-traded digital technology company serving the oil and gas, maritime and government markets.

After RigNet, he briefly served as CFO for a smaller, privately-held, multi-unit restaurant chain.

Travis Reese became a director and our Executive Vice President in 1999.

On September 16, 2025, the Company was indicted in the Supreme Court of the State of New York, County of New York, along with Mr.

Langan, Bradley Chhay, three employees of subsidiaries, and the Company’s subsidiaries Peregrine Enterprises, Inc.

(the operator of Rick’s Cabaret in New York City), RCI Dining Services (37th Street), Inc.

(the operator of Vivid Cabaret in New York City) and RCI 33rd Street Ventures, Inc.

(the operator of Hoops Cabaret and Sports Bar in New York City).

The indictment alleges that the defendants committed conspiracy, bribery, criminal tax fraud and offering a false instrument for filing.

These charges, which resulted from a previously disclosed investigation by the Office of the Attorney General of New York, allege that a tax auditor with the New York State Department of Taxation and Finance was provided complimentary admission to clubs, restaurant meals, private dances, and travel expenses in exchange for the reduction of certain sales tax liabilities in connection with the use of “Dance Dollars.”

Travis Reese was appointed Interim President and Chief Executive Officer in November 2025 and Chairmen of the Board in January 2026.

Until that date, he served as our Executive Vice President since 1999.

He has also served as a director since 1999.

Throughout his time with the Company, Mr.

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His experience and knowledge in this industry is essential to the board’s oversight of our businesses.

Albert Molina was appointed Interim Chief Financial Officer in November 2025.

He has previously served as the Company’s Director of Financial Reporting since August 2016, and has worked extensively on SEC and financial reporting during his time at the Company.

Prior to joining the Company, Mr.

Molina managed the financial reporting and technical accounting departments of a publicly traded multi-unit restaurant company (2010-2016) and a publicly traded retail chain (2007-2010), both in Houston, Texas.

From 2005 through 2006, he served as controller of a publicly traded call center company based in Miami, Florida.

From 2003 through 2004, he was senior financial analyst for a satellite TV company based in Fort Lauderdale, Florida.

He started his career in the Philippines, first as an auditor with Ernst & Young-Manila (1990-1995), then as finance and accounting manager of a multinational sportswear company (1995-2002).

Molina is a Certified Public Accountant, licensed in the Philippines.

Luke Lirot became a director on July 31, 2007.

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Yura Barabash became a director on September 19, 2017.

Since October 2021, he has served as the Vice President of Business Development at AVI-SPL, the world's largest designer, integrator and provider of advanced audio-visual (AV) and collaboration solutions and services based in Florida.

Since October 2021, he has served as the Vice President of Business Development at AVI-SPL, the leading global provider of digital enablement solutions, based in Florida.

Barabash brings with him extensive corporate finance experience across various industries both domestically and internationally.

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from Sevastopol City University in Ukraine and a Master in International Affairs from Columbia University in New York City, and is fluent in Russian.

Barabash recently completed the Cybersecurity Governance course at MIT Sloan and the Audit and Compensation Committees programs at Harvard Business School Executive Education.

Barabash completed the Cybersecurity Governance course at MIT Sloan and the Audit and Compensation Committees programs at Harvard Business School Executive Education.

Martin became a director on August 8, 2019.

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Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own beneficially more than ten percent of our common stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission.

Based solely upon a review of Forms 3, 4 and 5 furnished to us during the fiscal year ended September 30, 2024, we believe that the directors, executive officers, and greater than ten percent beneficial owners have complied with all applicable filing requirements during the fiscal year ended September 30, 2024, except for a Form 4 for a single transaction that was not filed on a timely basis by Bradley Chhay, our Chief Financial Officer.

Based solely upon a review of Forms 3, 4 and 5 furnished to us during the fiscal year ended September 30, 2025, we believe that the directors, executive officers, and greater than ten percent beneficial owners have complied with all applicable filing requirements during the fiscal year ended September 30, 2025.

CODE OF ETHICS

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Principal Position Year Salary

($) All Other

Compensation (1)

Langan 2025 1,708,775 — 281,728 1,990,503

President and Chief Executive 2023 1,700,000 — — 167,388 1,867,388

Officer 2022 1,700,000 — 1,568,500 151,353 3,419,853

Former President and Chief Executive 2024 1,700,000 — 129,649 1,829,649

2023 1,700,000 — 167,388 1,867,388

Bradley Chhay 2025 606,345 — 65,896 672,241

Chief Financial Officer 2023 472,789 — — 61,676 534,465

Former Chief Financial Officer (2)

2024 600,000 — 63,375 663,375

Travis Reese 2024 466,635 — — 48,227 514,862

Executive Vice President 2023 460,000 25,000 — 51,534 536,534

2023 472,789 — 61,676 534,465

(1) Amounts represent the aggregate grant date fair value of the stock options granted during the fiscal year, computed in accordance with FASB ASC Topic 718.

Information about the assumptions used to value these stock option awards can be found in Note 2 to the consolidated financial statements in this Annual Report on Form 10-K.

Travis Reese 2025 580,040 — 69,423 649,463

Interim President and Chief Executive 2024 466,635 — 48,227 514,862

former Executive Vice President 2023 460,000 25,000 51,534 536,534

(1) All Other Compensation consists of SIMPLE IRA matching contributions, automobile expenses, and personal use of aircraft.

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Travis Reese 17,250 33,359 15,354 3,460 69,423

Langan and Chhay stepped down from their positions as President and Chief Executive Officer and Chief Financial Officer, respectively, on November 28, 2025.

CEO Pay Ratio

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2022 $3,419,853 $ 3,329,003 $ 2,066,195 $ 1,975,345 $ 319.02 $ 105.38 $ 46,060,000 $ 58,911,000

2021 $ 1,545,218 $ 1,545,218 $ 504,181 $ 504,181 $ 336.19 $ 122.58 $ 30,150,000 $ 36,084,000

(1) Non-PEO NEOs represent Bradley Chhay and Travis Reese for each of the fiscal years presented.

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2025 2024 2023 2022 2021

PEO Average for Non-PEO NEOs PEO Average for Non-PEO NEOs PEO Average for Non-PEO NEOs PEO Average for Non-PEO NEOs

PEO Average for Non-PEO NEOs PEO Average for Non-PEO NEOs PEO Average for Non-PEO NEOs PEO Average for Non-PEO NEOs PEO Average for Non-PEO NEOs

Summary Compensation Table total $ 1,990,503 $ 660,852 $ 1,829,649 $ 589,119 $ 1,867,388 $ 535,500 $ 3,419,853 $ 2,066,195 $ 1,545,218 $ 504,181

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EMPLOYMENT AGREEMENTS

On August 28, 2023, we entered into a new two-year employment agreement with Bradley Chhay, under which he receives an annual salary of $600,000.

The term of the agreement commenced on August 28, 2023, and will end on August 31, 2025.

On September 5, 2024, we entered into new two-year employment agreements with Eric Langan, our Chief Executive Officer and President, and Travis Reese, our Executive Vice President and Secretary, which agreements were effective as of September 1, 2024.

On September 5, 2024, we entered into new two-year employment agreements with Eric Langan, our former President and Chief Executive Officer, and Travis Reese, our Interim President and Chief Executive Officer and former Executive Vice President, which agreements were effective as of September 1, 2024.

Under their respective new agreements, Mr.

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The term of each of the agreements commenced on September 1, 2024, and will end on August 31, 2026.

Langan and Mr.

Reese changed titles with the Company in November 2025, each individual will continue to receive the same compensation and benefits under their respective employment agreements.

Each of the employment agreements above 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 the terms and conditions of our corporate aircraft policy), and two weeks paid vacation annually.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information at December 13, 2024, with respect to the beneficial ownership of shares of common stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of common stock, (ii) each of our directors, (iii) each of our executive officers and (iv) all of our executive officers and directors as a group.

The following table sets forth certain information at March 13, 2026, with respect to the beneficial ownership of shares of common stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our named executive officers and directors as a group.

Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o RCI Hospitality Holdings, Inc., 10737 Cutten Road, Houston, Texas 77066.

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Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 8,900,000 shares of common stock outstanding at December 13, 2024.

Generally, in computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deem outstanding shares of common stock subject to stock options or warrants held by that person that are currently exercisable or exercisable within 60 days of December 13, 2024 and shares of common stock issuable upon conversion of other securities held by that person that are currently convertible or convertible within 60 days of December 13, 2024;

Applicable percentage ownership is based on 7,710,000 shares of common stock outstanding at March 13, 2026.

Generally, in computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deem outstanding shares of common stock subject to stock options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 13, 2026, and shares of common stock issuable upon conversion of other securities held by that person that are currently convertible or convertible within 60 days of March 13, 2026;

we do not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

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Bradley Chhay 53,607 (2)(4)

Albert Molina

Yura Barabash

Travis Reese 42,671 (2)

Luke Lirot 518 *

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633,098 8.21 %

ADW Capital Partners, L.P.

934,592 10.50 %

The Vanguard Group - 23-1945930 (6)

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(2) Includes stock options that are currently exercisable into 50,000 shares of common stock.

(3) Number of shares is rounded to the nearest whole number.

(3) 630,609 shares of stock are held in a brokerage account that is pledged as collateral for a loan obligation of Mr.

(4) The number of shares is rounded to the nearest whole number.

The actual amount is 53,606.681 shares.

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The address of BlackRock is 50 Hudson Yards, New York, New York 10001.

(5) Based on the most recently available Schedule 13G filed with the SEC on February 14, 2024 by ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D.

ADW Capital Management, LLC is the general partner and investment manager of ADW Capital Partners, L.P.

Wyden is the sole manager of ADW Capital Management, LLC.

ADW Capital Partners, L.P is the record and direct beneficial owner of 934,592 shares, with shared voting power and shared dispositive power over all such shares.

The address of each of these reporting persons is 6431 Allison Road, Miami Beach, Florida 33141.

(6) Based on the most recently available Schedule 13G filed with the SEC on February 13, 2024 by The Vanguard Group - 23-1945930.

(6) Based on the most recently available Schedule 13G filed with the SEC on January 30,2026, by The Vanguard Group - 23-1945930.

The Vanguard Group - 23-1945930 beneficially owned an aggregate of 513,742 shares, with sole voting power over 0 shares, shared voting power over 67,947 shares, sole dispositive power over 0 shares and shared dispositive power over 513,742 shares.

The address of Vanguard Group - 23-1945930 is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(7) Based on the most recently available Schedule 13G filed with the SEC on November 7, 2024 by Progeny 3, Inc.

(7) Based on the most recently available Schedule 13G filed with the SEC on August 14, 2025, by Progeny 3, Inc.

Progeny 3, Inc.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Presently, our Chairman and President, Eric Langan, personally guarantees all of the commercial bank indebtedness of the company.

Presently, our director and former Chairman, President, and CEO, Eric Langan, personally guarantees all of the commercial bank indebtedness of the company.

Langan receives no compensation or other direct financial benefit for any of the guarantees.

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Colby Langan, one of Eric Langan's adult children mentioned above, is currently the President of RCI Development Services, Inc., which manages strategy on the Company's new business ventures, and received $244,342, $180,960, and $184,068 in employment compensation during the fiscal year ended September 30, 2025, 2024, and 2023, respectively.

Included also in the adult children mentioned above is Ashley Wilkins, Eric Langan's daughter, who works in the Treasury Department of the Company, and received $123,600 in employment compensation during the fiscal year ended September 30, 2024.

Included also in the adult children mentioned above is Ashley Wilkins, Eric Langan's daughter, who worked in the Treasury Department of the Company until July 2025, and received $99,639 and $123,600 in employment compensation during the fiscal year ended September 30, 2025, and 2024, respectively.

In October 2021, we borrowed $500,000 from Ed Anakar, President of RCI Management Services, Inc.

and our Director of Operations and brother of former director Nourdean Anakar, and $150,000 from Allen Chhay, brother of Company CFO, Bradley Chhay, as part of a larger group of private lenders (see Note 8 to our consolidated financial statements).

and our Director of Operations and brother of former director Nourdean Anakar, and $150,000 from Allen Chhay, brother of the Company's former CFO, Bradley Chhay, as part of a larger group of private lenders (see Note 9 to our consolidated financial statements).

Their promissory notes bear interest at the rate of 12% per annum and mature in October 2024 and later extended to October 2026.

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Refer to Note 9 to our consolidated financial statements for the October 2023 extension of term of promissory notes.

As of September 30, 2025, the amount borrowed from Ed Anakar has been fully paid.

We paid Ed Anakar employment compensation of $763,691, 759,605, and $718,539 during the fiscal years ended September 30, 2025, 2024, and 2023, respectively.

We used the services of Nottingham Creations, and previously Sherwood Forest Creations, LLC, both furniture fabrication companies that manufacture tables, chairs and other furnishings for our Bombshells locations, as well as providing ongoing maintenance.

Nottingham Creations is owned by a brother of Eric Langan (as was Sherwood Forest).

Amounts billed to us for goods and services provided by Nottingham Creations and Sherwood Forest were approximately $350,000 in fiscal 2024, $195,000 in fiscal 2023, and $207,000 in fiscal 2022.

As of September 30, 2024 and 2023, we owed Nottingham Creations and Sherwood Forest $18,700 and $10,700, respectively, in unpaid billings.

We used the services of Tall Oak Custom Furniture and Nottingham Barrels and Furniture, previously Nottingham Creations, all furniture fabrication companies that manufacture tables, chairs and other furnishings for our Bombshells locations, as well as providing ongoing maintenance.

Tall Oak Custom Furniture and Nottingham Barrels and Furniture are owned by a brother of Eric Langan (as was Nottingham Creations).

Amounts billed to us for goods and services provided by Tall Oak Custom Furniture, Nottingham Barrel and Furniture, and Nottingham Creations were approximately $19,477 in fiscal 2025, $350,000 in fiscal 2024, and $195,000 in fiscal 2023.

As of September 30, 2025, 2024, and 2023 we owed

Tall Oak Custom Furniture, Nottingham Barrel and Furniture, and Nottingham Creations $3,312, $18,700, and $10,700 respectively, in unpaid billings.

TW Mechanical LLC (“TW Mechanical”) provided plumbing and HVAC services to both a third-party general contractor providing construction services to the Company, as well as directly to the Company during fiscal 2025, 2024, and 2023.

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PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table sets forth the aggregate fees paid or accrued for professional services and the aggregate fees paid or accrued for audit-related services and all other services rendered by Marcum LLP and Friedman LLP for the fiscal 2024 and 2023.

Marcum 2024 Marcum 2023 Friedman 2023

and Marcum LLP for the fiscal 2025 and 2024.

CBIZ 2025 Marcum 2024

Audit fees $ 1,839,690 $ 1,313,698

Audit-related fees — 20,600

Tax fees — — —

All other fees — —

Total $ 1,839,690 $ 1,334,298

Effective September 1, 2022, Friedman LLP, our independent registered public accounting firm of record in fiscal 2022, combined with Marcum LLP and continued to operate as an independent registered public accounting firm.

“Audit fees” include fees billed for professional services rendered in connection with the annual audit and quarterly reviews of the Company’s consolidated financial statements, the audit of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002, and assistance with securities filings other than periodic reports.

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“All other fees” include fees billed for professional services rendered in connection with the SEC investigation.

All above audit services, audit-related services and tax services were pre-approved by the Audit Committee, which concluded that the provision of such services by Marcum LLP and Friedman, LLP was compatible with the maintenance of those firms’ independence in the conduct of their auditing functions.

All above audit services, audit-related services and tax services were pre-approved by the Audit Committee, which concluded that the provision of such services by CBIZ CPAs P.C.

and Marcum LLP was compatible with the maintenance of those firms’ independence in the conduct of their auditing functions.

The Audit Committee’s outside auditor independence policy provides for pre-approval of all services performed by the outside auditors.

Merger of Marcum LLP with CBIZ, Inc.

On July 30, 2024, CBIZ, Inc.

entered into an agreement and plan of merger with Marcum LLP with an anticipated close date of November 1, 2024.

On August 15, 2024, Marcum LLP informed the Company that it would not be independent with respect to the completion of the fiscal year ended September 30, 2024, integrated audit as a result of internal audit services that were performed by CBIZ, Inc.

during the period under audit.

For the following reasons, the Audit Committee of the Board of Directors of the Company and Marcum have each concluded, and are of the view that a reasonable investor with knowledge of all relevant facts and circumstances would conclude, that the provision of these services did not impair Marcum LLP’s objectivity and impartiality with respect to Marcum LLP’s integrated audit of the Company’s financial statements and internal controls over financial reporting:

Majority of the CBIZ, Inc.

services were performed prior to July 31, 2024, when the proposed transaction between CBIZ, Inc.

and Marcum LLP was publicly announced.

The audit engagement team was not aware of this proposed transaction prior to July 31, 2024.

services did not involve decision making and supervisory responsibilities over and on behalf of the Company management.

The Company terminated CBIZ, Inc.’s engagement promptly after the merger announcement and hired an unrelated third party to reperform all the work performed by CBIZ, Inc.

in relation to the fiscal year ending September 30, 2024.

Marcum audit planning and procedures did not rely upon any testing performed by CBIZ, Inc.

After Marcum LLP’s expected merger with CBIZ, Inc., no personnel from CBIZ, Inc.

who worked on the Company’s engagement will be part of the audit team or have any involvement in the audit.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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4.9 Promissory Note (Real Estate) with Duncan Burch dated March 16, 2023 (Incorporated by reference from Form 8-K filed with the SEC on March 17, 2023) *

4.10 Amended and Restated 12% Unsecured Promissory Note (form of interest-only version of the note) (Incorporated by reference from Form 8-K filed with the SEC on October 26, 2023) *

4.10 Amended and Restated 12% Unsecured Promissory Note (form of amortizing payment schedule version of the note) (Incorporated by reference from Form 8-K filed with the SEC on October 26, 2023) *

4.12 P romissory Note for $20,000,000 with Centennial Bank ( Incorporated by reference from Form 8-K filed with the SEC on May 3, 2024) *

4.11 Promissory Note for $20,000,000 with Centennial Bank (Incorporated by reference from Form 8-K filed with the SEC on May 3, 2024) *

4.12 The description of our common stock (Incorporated by reference from Form 10-K filed with the SEC on December 14, 2020) *

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(Incorporated by reference from Form 8-K filed with the SEC on September 5, 2024) *

10.2 Employment Agreement with Bradley Chhay (Incorporated by reference from Form 8-K filed with the SEC on A ugust 30, 2023 ) *

10.2 Employment Agreement with Bradley Chhay (Incorporated by reference from Form 8-K filed with the SEC on August 30, 2023) *

10.3 Employment Agreement with Travis Reese (Incorporated by reference from Form 8-K filed with the SEC on September 5, 2024) *

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Langan dated January 25, 2022 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2022) *

10.15 Asset Purchase Agreement with TTNA, Inc.