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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 24, 2026
PLAYBOY, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39312 |
|
37-1958714 |
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
10960 Wilshire Blvd., Suite 2200
Los Angeles, California
|
|
90024 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (310) 424-1800
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
PLBY |
Nasdaq Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results
of Operations and Financial Condition.
On
February 24, 2026, Playboy, Inc. (the “Company”) issued a press release announcing preliminary estimates of its operating
results for the Company’s fiscal quarter ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.
The
information in Item 2.02 of this Report and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial
Statements and Exhibits.
| Exhibit |
|
|
| No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated February 24, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| Dated: February 24, 2026 |
PLAYBOY, INC. |
| |
|
|
|
| |
By: |
/s/ Chris Riley |
| |
|
Name: |
Chris Riley |
| |
|
Title: |
General Counsel and Secretary |
Exhibit 99.1
Playboy Reports Preliminary Fourth Quarter 2025
Financial Results
Q4 2025 Revenues Expected to Increase to Between
$34.0 Million and $35.0 Million
Net Income Between $2.5 Million and $3.5 Million,
as Compared to a Net Loss of $12.5 Million in Q4 2024
Adjusted EBITDA Expected to Grow to Between
$6.6 Million and $7.0 Million, as Compared to Loss of $0.1 Million in Q4 2024
LOS ANGELES, February 24, 2026 - Playboy,
Inc. (Nasdaq: PLBY) (“Playboy” or the “Company”), a global pleasure and leisure company, today announced preliminary,
unaudited financial results for the fourth quarter ended December 31, 2025.
Preliminary Fourth Quarter 2025 Financial Highlights
| · | Revenue: For the fourth quarter of 2025,
Playboy expects to report preliminary unaudited revenues to be between $34.0 million and $35.0 million, as compared to $33.5 million in
the fourth quarter of 2024. The increase reflects continued strength in the Company's global licensing business, which is expected to
be bolstered in the future from a recently announced joint venture with UTG Brands Management Group (“UTG”). |
| · | Net Income: The Company expects to report
a preliminary unaudited net income of between $2.5 million and $3.5 million for the fourth quarter of 2025, a significant improvement
as compared to a net loss of $12.5 million in the fourth quarter of 2024. The net income for the quarter includes approximately $1.2 million
in transaction costs related to the Company’s China licensing joint venture with UTG and $0.9 million in litigation costs. The improvement
reflects the Company’s continued focus on operational efficiency and disciplined cost management, as well as reduced interest expense
resulting from ongoing deleveraging efforts. |
| · | Adjusted EBITDA: Playboy expects to report
preliminary adjusted EBITDA of between $6.6 million and $7.0 million, as compared to an adjusted EBITDA loss of $0.1 million in the fourth
quarter of 2024. Excluding litigation expenses, adjusted EBTIDA would have been between $7.5 million and $7.9 million. The substantial
improvement in adjusted EBITDA reflects the Company's successful execution of its asset-light strategy and ongoing cost reduction initiatives. |
Management Commentary
Ben Kohn, Chief Executive Officer of Playboy,
commented: “Our preliminary fourth quarter results demonstrate the significant progress we have made executing our strategic transformation.
We delivered revenue growth, meaningful strides towards sustainable profitability, and a substantial improvement in adjusted EBITDA as
compared to the prior year period. These results reflect the strength of our licensing business, which will be further supported by our
partnership with UTG in China, and our disciplined approach to managing costs across the organization. Further, we are growing sales and
expanding margins at our Honey Birdette subsidiary despite reducing our promotions.
“As we enter 2026, we remain focused on
leveraging our iconic brand to drive sustainable, profitable growth. We look forward to providing complete results and additional commentary
when we report our full fourth quarter and fiscal 2025 earnings.”
The Company expects to report complete
fourth quarter and full year 2025 financial results in March 2026. Complete details regarding the timing of the earnings release and
conference call will be announced separately. The Company's actual operating results remain subject to the completion of its
year-end closing process, which includes review by the Company's management and its audit committee, and procedures by its
independent registered public accountants. While carrying out such procedures, the Company may identify items that would require it
to make adjustments to the preliminary estimates of its operating results set forth in this press release. As a result, the
Company's actual operating results could be outside of the ranges set forth in this press release and such differences could be
material. Therefore, undue reliance should not be placed on such preliminary estimates of the Company's operating results. See
“Forward-Looking Statements” below.
About Playboy, Inc.
Playboy (Nasdaq: PLBY) is a global pleasure and
leisure company, built on one of the most globally recognized brands. By leveraging its iconic intellectual property, Playboy pursues
an asset-light model across licensing, digital content, consumer products and experiential offerings, helping consumers worldwide to live
more fulfilling lives. To learn more, please visit https://investors.playboy.com.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. The Company's actual results may differ from their expectations, estimates, and projections and, consequently, you should
not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”,
“project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”,
“may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”,
“continue”, and similar expressions (or the negative versions of such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements include, without limitation, the Company's expectations with respect to future
performance, growth plans and anticipated financial impacts of its strategic opportunities and corporate transactions.
These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements.
Factors that may cause such differences include, but are not limited to: (1) the inability to maintain the listing of the Company's shares
of common stock on Nasdaq; (2) the risk that the Company's completed or proposed transactions disrupt the Company's current plans and/or
operations, including the risk that the Company does not complete any such proposed transactions or achieve the expected benefits from
any transactions; (3) the ability to recognize the anticipated benefits of corporate transactions, commercial collaborations, commercialization
of digital assets, cost reduction initiatives and proposed transactions, which may be affected by, among other things, competition, the
ability of the Company to grow and manage growth profitably, and the Company's ability to retain its key employees; (4) costs related
to being a public company, corporate transactions, commercial collaborations and proposed transactions; (5) changes in applicable laws
or regulations; (6) the possibility that the Company may be adversely affected by global hostilities, supply chain delays, inflation,
interest rates, tariffs, foreign currency exchange rates or other economic, business, and/or competitive factors; (7) risks relating to
the uncertainty of the projected financial information of the Company, including changes in the Company's estimates of cash flows and
the fair value of certain of its intangible assets, including goodwill; (8) risks related to the organic and inorganic growth of the Company's
businesses, and the timing of expected business milestones; (9) changing demand or shopping patterns for the Company's products and services;
(10) failure of licensees, suppliers or other third-parties to fulfill their obligations to the Company; (11) the Company's ability to
comply with the terms of its indebtedness and other obligations; (12) changes in financing markets or the inability of the Company to
obtain financing on attractive terms; and (13) other risks and uncertainties indicated from time to time in the Company's annual report
on Form 10-K, including those under “Risk Factors” therein, and in the Company's other filings with the Securities and Exchange
Commission. The Company cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon
any forward-looking statements, which speak only as of the date which they were made. The Company does not undertake any obligation to
update or revise any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances
on which any such statement is based.
Investor Relations Contact
Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
+1 (949) 259-4987
PLBY@mzgroup.us
EBITDA Reconciliation
This press release presents the financial measure
earnings (net income or loss) before interest, income tax expense or benefit, and depreciation and amortization (“EBITDA”).
“Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation and other special items determined by Company
management. Adjusted EBITDA is intended as a supplemental measure of the Company’s performance that is neither required by, nor
presented in accordance with, generally accepted accounting principles in the U.S. (“GAAP”). The Company believes that the
use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends
and in comparing the Company’s financial measures with those of comparable companies, which may present similar non-GAAP financial
measures to investors. However, investors should be aware that when evaluating EBITDA and Adjusted EBITDA, the Company may incur future
expenses similar to those excluded when calculating these measures. In addition, the Company’s presentation of these measures should
not be construed as an inference that its future results will be unaffected by unusual or nonrecurring items. The Company’s computation
of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because not all companies may
calculate Adjusted EBITDA in the same fashion.
In addition to adjusting for non-cash stock-based
compensation, non-cash charges for the fair value remeasurements of certain liabilities, non-recurring non-cash impairments and asset
write-downs, the Company typically adjusts for non-operating expenses and income, such as nonrecurring special projects, including related
consulting expenses, transition expenses, settlements, nonrecurring gain or loss on the sale of assets, expenses associated with financing
activities, and reorganization and severance expenses that result from the elimination or rightsizing of specific business activities
or operations.
Because of these limitations, estimates of EBITDA
and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
The Company compensates for these limitations by relying primarily on its GAAP results and using EBITDA and Adjusted EBITDA on a supplemental
basis. Investors should review the reconciliation of the Company’s estimated range for net income to EBITDA and Adjusted EBITDA
below and not rely on any single financial measure to evaluate the Company’s business.
The following table reconciles the Company’s
preliminary estimated range of net income to EBITDA and Adjusted EBITDA for the fiscal quarter ended December 31, 2025:
Estimated GAAP Net Income to Adjusted EBITDA
Reconciliation
(in thousands)
| | |
Range for Three Months Ended December
31, 2025 |
| | |
Low | |
High |
| Net income | |
$ | 2,500 | | |
$ | 3,500 | |
| Adjusted for: | |
| | | |
| | |
| Interest expense | |
| 2,503 | | |
| 2,503 | |
| (Benefit) from income taxes | |
| (1,700 | ) | |
| (2,300 | ) |
| Depreciation and amortization | |
| 709 | | |
| 709 | |
| EBITDA | |
| 4,012 | | |
| 4,412 | |
| Adjusted for: | |
| | | |
| | |
| Stock-based compensation | |
| 1,213 | | |
| 1,213 | |
| Fair value changes in contingent consideration | |
| 102 | | |
| 102 | |
| Transaction and strategic project costs | |
| 1,243 | | |
| 1,243 | |
| Adjustments | |
| 30 | | |
| 30 | |
| Adjusted EBITDA | |
$ | 6,600 | | |
$ | 7,000 | |