0001803914FALSE00018039142026-06-182026-06-18
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): June 18, 2026
PLAYBOY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39312 | | 37-1958714 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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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 1.01 Entry into a Material Definitive Agreement.
Stock Repurchase Agreement
On June 18, 2026 (the “Effective Date”), Playboy, Inc. (the “Company”), entered into a stock repurchase agreement with the sellers that are party thereto (the “Sellers”, and such agreement, the “Repurchase Agreement”). Under the terms of the Repurchase Agreement, the Company will purchase a total of 16,589,531 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), representing 100% of the Common Stock beneficially owned by the Sellers as of the Effective Date, at a price per share of $1.05 for an aggregate purchase price of $17,419,007.55. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Repurchase Agreement.
The sale and purchase of the shares will take place by the end of 2026, with four separate installments, the first of which will occur on the Effective Date. On the Effective Date, the Company will purchase 1,904,762 shares of Common Stock from the Sellers for $2,000,000.00 in cash. On or before August 31, 2026, the Company will purchase 2,857,143 shares of Common Stock from the Sellers for $3,000,000.00 in cash. On or before November 1, 2026, the Company will purchase 4,761,905 shares of Common Stock from the Sellers for $5,000,000.00 in cash. On or before December 31, 2026, the Company will purchase all remaining shares owned by Sellers as of the date thereof, for a price equal to $1.05 per share.
The Company will at any time have the option to purchase any amount of shares for a price of $1.05 in advance of the payment schedule by delivering written notice to the Sellers, which amount will be deducted from the amount payable under the next upcoming installment.
All of the Sellers are affiliates of Fortress Investment Group (collectively, “Fortress”) and, prior to the transactions contemplated by the Repurchase Agreement, Fortress was one of the Company’s largest stockholders and an affiliate of the Company. Fortress’ affiliates are also the Company’s primary senior secured lenders pursuant to the Existing Credit Agreement (as defined below). Upon the completion of the purchase of all of the Sellers’ Common Stock pursuant to the Repurchase Agreement, Fortress is expected to no longer be an affiliate of the Company or significant holder of Common Stock, but it will remain the Company’s primary senior secured lender. The terms of the Repurchase Agreement and the related Backstop Agreement (as defined below) were approved by the the Company’s board of directors and its Audit Committee.
Default and Termination
A default of payment will occur any time both the Company and both equity investors under the Backstop Agreement (as defined below) fail to make each of their required payments under the Repurchase Agreement. In the case of default, the Sellers will have the right to accelerate the full purchase obligation of remaining shares owned by Sellers at the time of such default, seek specific performance of the Company’s obligations under the Repurchase Agreement, or seek recovery from all damages, losses, costs and expenses, including reasonable attorneys’ fees and enforcement costs, arising from such default. Once the Company, or the Backstop Purchasers, as applicable, purchase all 16,589,531 shares of Common Stock payable under the Repurchase Agreement, such agreement will terminate automatically.
Additional Covenants; Other Terms
The Repurchase Agreement contains certain representations and warranties and provisions customary for transactions similar to the transaction contemplated therein, including transfer restrictions on the Sellers with respect to shares not yet transferred under the Repurchase Agreement. The representations and warranties contained in the Repurchase Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by such parties. The foregoing description of the Repurchase Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Repurchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Current Report”) and is incorporated by reference herein.
Backstop Agreement
Concurrently with the execution of the Repurchase Agreement, the Company entered into a backstop agreement (the “Backstop Agreement”), by and among the Company and an affiliate of Rizvi Traverse Management, LLC and The Million S.a.r.l. (an affiliate of Byborg Enterprises SA), two of the Company’s largest current investors (greater than 10% of outstanding shares) and affiliates of two of the Company’s directors (the “Backstop Purchasers”), pursuant to which the Backstop Purchasers agreed that if the Company fails to make any portion of one of its scheduled purchases, the Backstop Purchasers will be obligated to purchase such shares under the terms and conditions of the Repurchase Agreement. Each Backstop Purchaser’s commitment is allocated pro-rata according to its relative beneficial ownership in shares of the Company. As consideration, the Company will pay the Backstop Purchasers a backstop fee of 5% of any such investors’ obligations that are not used to purchase shares of Common Stock. If either Backstop Purchaser defaults in its obligation to purchase shares under the Backstop Agreement, the other Backstop Purchaser will have the option to purchase such shares on the same terms and conditions. Each Backstop Purchaser’s ability to purchase Common Stock is subject to a cap at beneficial ownership of 29.99% of equity in the Company.
The foregoing description of the Backstop Agreement does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Backstop Agreement, which is filed as Exhibit 10.2 to this Current Report and is incorporated by reference herein.
Amendment No. 8 to the Amended and Restated Credit and Guaranty Agreement
Concurrently with the execution of the Repurchase Agreement, the Company entered into Amendment No. 8 to its Amended and Restated Credit and Guaranty Agreement (“Amendment No. 8”), by and among the Company, Playboy Enterprises, Inc., the subsidiary guarantors party thereto, the lenders party thereto, and DBD Credit Funding LLC (an affiliate of Fortress), as the administrative agent and the collateral agent, to, substantially concurrently with the initial closing pursuant to the Repurchase Agreement, amend the terms of the Amended and Restated Credit and Guaranty Agreement, dated as of May 10, 2023 (as amended, amended and restated, supplemented, refinanced, replaced, extended, or otherwise modified from time to time prior to the date of Amendment No. 8, the “Existing Credit Agreement”), to, among other things, modify certain negative covenants to permit the transactions contemplated by the Repurchase Agreement and Backstop Agreement described above.
The other terms of the Existing Credit Agreement remain substantially unchanged. The foregoing description of Amendment No. 8 and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to Amendment No. 8, a copy of which is filed as Exhibit 10.3 to this Current Report and is incorporated by reference herein.
The foregoing description of the Repurchase Agreement, Backstop Agreement, Amendment No. 8 and the transactions under each such agreement does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Repurchase Agreement, Backstop Agreement or Amendment No. 8, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and each is incorporated by reference herein. The Repurchase Agreement, Backstop Agreement and Amendment No. 8 have been included to provide investors with information regarding their terms. They are not intended to provide any other factual information about the Company nor any of the other parties thereto. The representations and warranties contained in the Repurchase Agreement and Amendment No. 8 were made only for purposes of each such agreement (as applicable) as of the specific dates therein, were solely for the benefit of the parties to each such agreement (as applicable), may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to each such agreement (as applicable) instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Repurchase Agreement or Amendment No. 8 and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Repurchase Agreement and Amendment No. 8, which subsequent information may or may not be reflected in the Company’s public disclosures. The Repurchase Agreement, Backstop Agreement and Amendment No. 8 should not be read alone, but should instead be read in conjunction with the other information regarding the Company, as well as in the other filings that the Company will make with the U.S. Securities and Exchange Commission (the “SEC”).
Item 7.01. Regulation FD Disclosure.
On June 22, 2026, the Company issued a press release announcing the repurchase of shares and entry into the Repurchase Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.
The information provided pursuant to this Item 7.01, including Exhibit 99.1 in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the SEC or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in any such filings.
Special Note on Forward-Looking Statements
This Current Report contains forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve certain risks and uncertainties, including statements regarding the anticipated payments under the Repurchase Agreement, the expected timing of any subsequent closings, and other statements identified by words such as “could,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” “would,” or similar expressions and the negatives of those terms. Additionally, the press release contains forward-looking statements regarding the rights and obligations of the Company and its subsidiaries pursuant to licensing and other agreements, and the anticipated benefits of those agreements. The Company cannot give any assurance that it will receive the full benefits of such agreements. Forward-looking statements are not promises or guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, and which could cause actual results to differ materially from those contemplated in such forward-looking statements, including, but not limited to, the risks as may be detailed from time to time in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other reports the Company files with the SEC. The Company’s actual results could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update or revise these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
The following documents are herewith furnished or filed as exhibits to this report:
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| Exhibit No. | | Description |
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| 10.1* | | Stock Repurchase Agreement, dated June 18, 2026, by and among the Company and the sellers party thereto. |
| 10.2 | | Backstop Agreement, dated June 18, 2026, by and among the Company and the equity investors party thereto. |
| 10.3 | | Amendment No. 8 to its Amended and Restated Credit and Guaranty Agreement, dated June 18, 2026, by and among Playboy, PLBY Parent, the subsidiary guarantors party thereto, the lenders party thereto, and DBD Credit Funding LLC, as the administrative agent and the collateral agent. |
| 99.1 | | Press Release, dated June 22, 2026. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* The schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.
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.
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Dated: June 22, 2026 | PLAYBOY, INC. |
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| By: | /s/ Chris Riley |
| Name: | Chris Riley |
| Title: | General Counsel and Secretary |
Exhibit 99.1
Playboy to Repurchase 16.6 Million Shares at 28% Discount to Market Value
Opportunistic Buyback of Fortress’s Entire Position Represents Nearly 15% of Outstanding Shares
Negotiated Payment Schedule Through Year End Preserves Balance Sheet Flexibility and is Immediately Accretive to EPS
Remaining Purchase Price is Backstopped through Commitments from Rizvi Traverse and Byborg
LOS ANGELES, CA — June 22, 2026 — Playboy, Inc. (NASDAQ: PLBY) (the “Company” or “Playboy”), a global pleasure and leisure company, today announced that, on June 18, 2026, it entered into a definitive agreement to repurchase approximately 16.6 million shares of its common stock — the entire equity position held by funds managed by affiliates of Fortress Investment Group (“Fortress”) — at a fixed price of $1.05 per share, for total consideration of approximately $17.4 million.
Ben Kohn, CEO of Playboy, said: “We have one of the largest and most valuable brands in the world and one that would be nearly impossible to replicate today. We have continued to improve operating performance with five consecutive quarters of positive adjusted EBITDA, have a clear plan to drive meaningful growth moving forward through our four revenue lines. We believe the intrinsic value of the Company is considerably higher than today’s price and therefore this was an extremely compelling capital opportunity, and we moved decisively to seize it. In one privately negotiated transaction, we have agreed to repurchase nearly 15% of our total shares outstanding at a meaningful discount to today’s market value. The transaction is immediately accretive to earnings per share.
“We funded the first purchase with cash from our balance sheet, and based on operating performance plan to use cash from our balance sheet as well as other financing means to fund the balance. In addition, the deal is fully backstopped with commitments from our two largest stockholders, and I am thankful for their continued support of the Company.”
Under the terms of the agreement, Playboy paid $2.0 million at execution and will pay the remaining approximately $15.4 million in three scheduled installments through December 31, 2026, at a fixed price of $1.05 per share. The Company may accelerate purchases at any time at its discretion. During the term of the agreement, Fortress has agreed not to sell, transfer, or otherwise dispose of the shares subject to the agreement. The agreement is fully backstopped by an affiliate of Rizvi Traverse Management, LLC and The Million S.a.r.l. (an affiliate of Byborg Enterprises SA), who have agreed to purchase the shares directly from Fortress, pro rata based on their current Playboy stockholdings, to the extent the Company does not.
Fortress’s decision to sell the shares does not impact Playboy’s business, strategy or prospects. The negotiated structure provides Fortress with a certain and efficient exit for a position of this scale, while eliminating the risk and impact of the 16.6 million shares being sold on the open market.
Mr. Kohn continued: “This agreement is a win for both sides. Together we structured a transaction that gives Fortress a clean, orderly exit while delivering extraordinary value to our shareholders. We thank the Fortress team for their years of partnership and support.”
The transaction follows a recent cadence of operational execution by the Company — including 5 consecutive quarters of positive adjusted EBITDA, the Byborg licensing deal, the landmark China joint venture with United Trademark Group and the accelerated paydown of senior debt — that have strengthened Playboy’s operating performance and balance sheet and positioned the Company to create value for shareholders.
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 the share repurchase transaction described herein, including the Company’s ability to fund and complete the scheduled installment payments, the expected sources of funding, the net impact on outstanding shares, and the expected benefits of the transaction to shareholders.
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) risks related to the Company’s ability to fund and complete the scheduled repurchase payments; (2) the risk that the stockholders providing the backstop will fail to fund and complete the scheduled repurchase payments; (3) the inability to maintain the listing of the Company’s shares of common stock on Nasdaq; (4) 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; (5) the ability to recognize the anticipated benefits of corporate transactions, commercial collaborations, 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; (6) costs related to being a public company, corporate transactions, commercial collaborations and proposed transactions; (7) changes in applicable laws or regulations; (8) 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; (9) 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; (10) risks related to the organic and inorganic growth of the Company’s businesses, and the timing of expected business milestones; (11) changing demand or shopping patterns for the Company’s products and services; (12) failure of licensees, suppliers or other third-parties to fulfill their obligations to the Company; (13) the Company’s high concentration of licensing revenue from a small number of licensees; (14) the Company’s ability to comply with the terms of its indebtedness and other obligations; (15) changes in financing markets or the inability of the Company to obtain financing on attractive terms; and (16) 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
