Form SCHEDULE 13G RCI HOSPITALITY HOLDINGS Filed by: Ash X LP
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
RCI HOSPITALITY HOLDINGS, INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Ash X LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
293,237.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
RLG GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
293,237.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
RLG Capco II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
87,277.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Gotham Asset Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
42.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Gotham Asset Management Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
42.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Gotham GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
42.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, HC |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Robert Goldstein | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
380,556.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Joel Greenblatt | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
42.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
RCI HOSPITALITY HOLDINGS, INC. | |
| (b) | Address of issuer's principal executive offices:
10737 Cutten Road, Houston, Texas, 77066 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Ash X LP ("Ash X"), (ii) RLG GP LLC ("RLG GP"), (iii) RLG Capco II LLC ("RLG Capco II"), (iv) Gotham Asset Management, LLC (the "Adviser"), (v) Gotham Asset Management Holdings, LP ("Gotham Parent"), (vi) Gotham GP LLC ("GP of Gotham Parent"), (vii) Robert Goldstein, and (viii) Joel Greenblatt (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
For each of the Reporting Persons: 825 Third Avenue, Floor 17, New York, New York 10022. | |
| (c) | Citizenship:
(i) Ash X is a Delaware limited partnership, (ii) RLG GP is a Delaware limited liability company, (iii) RLG Capco II is a Delaware limited liability company, (iv) the Adviser is a Delaware limited liability company, (v) Gotham Parent is a Delaware limited partnership, (vi) GP of Gotham Parent is a Delaware limited liability company, (vii) Robert Goldstein is a United States citizen, and (viii) Joel Greenblatt is a United States citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of March 27, 2026, Ash X was the direct holder and beneficial owner of 293,237 shares of Common Stock, par value $0.01 per share ("Common Stock") of RCI Hospitality Holdings, Inc. (the "Issuer"). As of December 31, 2025, Ash X was the direct holder and beneficial owner of 313,237 shares of Common Stock of the Issuer. As the General Partner of Ash X, RLG GP may have been deemed to have exercised voting and investment power over such shares of Common Stock of the Issuer that were directly held by Ash X and thus may have been deemed to have beneficially owned such shares of Common Stock. As the Managing Member of RLG GP, Robert Goldstein may have been deemed to have exercised voting and investment power over such shares of Common Stock of the Issuer that were directly held by Ash X and thus may have been deemed to have beneficially owned such shares of Common Stock. As of March 27, 2026, RLG Capco II was the direct holder and beneficial owner of 87,277 shares of Common Stock of the Issuer. As of December 31, 2025, RLG Capco II was the direct holder and beneficial owner of 107,277 shares of Common Stock of the Issuer. As the Manager of RLG Capco II, Robert Goldstein may have been deemed to have exercised voting and investment power over such shares of Common Stock of the Issuer that were held directly by RLG Capco II and thus may have been deemed to have beneficially owned such shares of Common Stock. As of March 27, 2026, a certain managed account for which the Adviser serves as investment manager was the direct holder of 42 shares of Common Stock. As of December 31, 2025, a certain investment vehicle and certain managed accounts for which the Adviser serves as investment manager were the direct holders of 223 shares of Common Stock in the aggregate. As the investment manager for the above-mentioned investment vehicle and managed accounts, the Adviser may have been deemed to have exercised voting and investment power over such shares of Common Stock of the Issuer that were directly held by the investment vehicle and managed accounts and thus may have been deemed to have beneficially owned such shares of Common Stock. As the sole owner of the Adviser, Gotham Parent may have been deemed to have exercised voting and investment power over such shares of Common Stock of the Issuer that were directly held by the above-mentioned investment vehicle and managed accounts and thus may have been deemed to have beneficially owned such shares of Common Stock. As the general partner of Gotham Parent, GP of Gotham Parent may have been deemed to have exercised voting and investment power over such shares of Common Stock of the Issuer that were directly held by the above-mentioned investment vehicle and managed accounts and thus may have been deemed to have beneficially owned such shares of Common Stock. As the members and managers of GP of Gotham Parent, Robert Goldstein and Joel Greenblatt may have been deemed to have exercised voting and investment power over such shares of Common Stock of the Issuer that were directly held by the above-mentioned investment vehicle and managed accounts and thus may have been deemed to have beneficially owned such shares of Common Stock. | |
| (b) | Percent of class:
As of March 27, 2026, Ash X and RLG GP may have been deemed to have each beneficially owned approximately 3.8% of the shares of Common Stock of the Issuer outstanding. As of December 31, 2025, Ash X and RLG GP may have been deemed to have each beneficially owned approximately 4.0% of the shares of Common Stock of the Issuer outstanding. As of March 27, 2026, RLG Capco II may have been deemed to have each beneficially owned approximately 1.1% of the shares of Common Stock of the Issuer outstanding. As of December 31, 2025, RLG Capco II may have been deemed to have beneficially owned approximately 1.4% of the shares of Common Stock of the Issuer outstanding. As of March 27, 2026, the Adviser, Gotham Parent and GP of Gotham Parent may have been deemed to have each beneficially owned less than 0.1% of the shares of Common Stock outstanding. As of December 31, 2025, the Adviser, Gotham Parent and GP of Gotham Parent may have been deemed to have each beneficially owned less than 0.1% of the shares of Common Stock outstanding. As of March 27, 2026, Robert Goldstein may have been deemed to have beneficially owned approximately 4.9% of the shares of Common Stock of the Issuer outstanding. As of December 31, 2025, Robert Goldstein may have been deemed to have beneficially owned approximately 5.4% of the shares of Common Stock of the Issuer outstanding. As of March 27, 2026, Joel Greenblatt may have been deemed to have beneficially owned less than 0.1% of the shares of Common Stock of the Issuer outstanding. As of December 31, 2025, Joel Greenblatt may have been deemed to have beneficially owned less than 0.1% of the shares of Common Stock of the Issuer outstanding. The percentages used for calculating beneficial ownership as of March 27, 2026, are based on 7,710,000 shares of Common Stock outstanding as of March 13, 2026, as disclosed in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 19, 2026. The percentages used for calculating beneficial ownership as of December 31, 2025, are based on 7,812,000 shares of Common Stock outstanding as of December 12, 2025, as disclosed in Exhibit 99.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 15, 2025. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
As of March 27, 2026, Ash X and RLG GP each may have been deemed to have had sole power to vote or to direct the vote of 293,237 shares of Common Stock of the Issuer. As of December 31, 2025, Ash X and RLG GP each may have been deemed to have had sole power to vote or to direct the vote of 313,237 shares of Common Stock of the Issuer. As of March 27, 2026, RLG Capco II may have been deemed to have had sole power to vote or to direct the vote of 87,277 shares of Common Stock of the Issuer. As of December 31, 2025, RLG Capco II may have been deemed to have had sole power to vote or to direct the vote of 107,277 shares of Common Stock of the Issuer. As of March 27, 2026, the Adviser, Gotham Parent and GP of Gotham Parent may have been deemed to have had sole power to vote or to direct the vote of 42 shares of Common Stock of the Issuer. As of December 31, 2025, the Adviser, Gotham Parent and GP of Gotham Parent may have been deemed to have had sole power to vote or to direct the vote of 223 shares of Common Stock of the Issuer. As of March 27, 2026, Robert Goldstein may have been deemed to have had sole power to vote or to direct the vote of 380,514 shares of Common Stock of the Issuer. As of December 31, 2025, Robert Goldstein may have been deemed to have had sole power to vote or to direct the vote of 420,514 shares of Common Stock of the Issuer. As of March 27, 2026, Joel Greenblatt may have been deemed to have had sole power to vote or to direct the vote of 0 shares of Common Stock of the Issuer. As of December 31, 2025, Joel Greenblatt may have been deemed to have had sole power to vote or to direct the vote of 0 shares of Common Stock of the Issuer. | ||
| (ii) Shared power to vote or to direct the vote:
As of March 27, 2026, each of Robert Goldstein and Joel Greenblatt may have been deemed to have had shared power to vote or to direct the vote of 42 shares of Common Stock of the Issuer. As of December 31, 2025, each of Robert Goldstein and Joel Greenblatt may have been deemed to have had shared power to vote or to direct the vote of 223 shares of Common Stock of the Issuer. As of March 27, 2026, each of the Reporting Persons other than Robert Goldstein and Joel Greenblatt may have been deemed to have had shared power to vote or to direct the vote of 0 shares of Common Stock of the Issuer. As of December 31, 2025, each of the Reporting Persons other than Robert Goldstein and Joel Greenblatt may have been deemed to have had shared power to vote or to direct the vote of 0 shares of Common Stock of the Issuer. | ||
| (iii) Sole power to dispose or to direct the disposition of:
As March 27, 2026, Ash X and RLG GP each may have been deemed to have had sole power to dispose or to direct the disposition of 293,237 shares of Common Stock of the Issuer. As of December 31, 2025, Ash X and RLG GP each may have been deemed to have had sole power to dispose or to direct the disposition of 313,237 shares of Common Stock of the Issuer. As of March 27, 2026, RLG Capco II may have been deemed to have had sole power to dispose or to direct the disposition of 87,277 shares of Common Stock of the Issuer. As December 31, 2025, RLG Capco II may have been deemed to have had sole power to dispose or to direct the disposition of 107,277 shares of Common Stock of the Issuer. As of March 27, 2026, the Adviser, Gotham Parent and GP of Gotham Parent may have been deemed to have had sole power to dispose or to direct the disposition of 42 shares of Common Stock of the Issuer. As of December 31, 2025, the Adviser, Gotham Parent and GP of Gotham Parent may have been deemed to have had sole power to dispose or to direct the disposition of 223 shares of Common Stock of the Issuer. As of March 27, 2026, Robert Goldstein may have been deemed to have had sole power to dispose or to direct the disposition of 380,514 shares of Common Stock of the Issuer. As of December 31, 2025, Robert Goldstein may have been deemed to have had sole power to dispose or to direct the disposition of 420,514 shares of Common Stock of the Issuer. As of March 27, 2026, Joel Greenblatt may have been deemed to have had sole power to dispose or to direct the disposition of 0 shares of Common Stock of the Issuer. As of December 31, 2025, Joel Greenblatt may have been deemed to have had sole power to dispose or to direct the disposition of 0 shares of Common Stock of the Issuer. | ||
| (iv) Shared power to dispose or to direct the disposition of:
As of March 27, 2026, each of Robert Goldstein and Joel Greenblatt may have been deemed to have had shared power to dispose or to direct the disposition of 42 shares of Common Stock of the Issuer. As of December 31, 2025, each of Robert Goldstein and Joel Greenblatt may have been deemed to have had shared power to dispose or to direct the disposition of 223 shares of Common Stock of the Issuer. As of March 27, 2026, each of the Reporting Persons other than Robert Goldstein and Joel Greenblatt may have been deemed to have had shared power to dispose or to direct the disposition of 0 shares of Common Stock of the Issuer. As of December 31, 2025, each of the Reporting Persons other than Robert Goldstein and Joel Greenblatt may have been deemed to have had shared power to dispose or to direct the disposition of 0 shares of Common Stock of the Issuer. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The disclosure regarding the relationship between the Reporting Persons in Item 4 is incorporated by reference herein. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATTACHMENTS / EXHIBITS