PLBY: Series B Conversion Raises Common Shares to 107.5M, No Cash Proceeds

On August 22, 2025, Playboy, Inc. completed the conversion of all remaining 21,000.00001 shares of its Series B Convertible Preferred Stock into 12,439,730 shares of common stock at a conversion price of $1.74448 per share.

Accepted by SEC EDGAR 08/25/2025 - 08:11 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

On August 22, 2025, Playboy, Inc. completed the conversion of all remaining 21,000.00001 shares of its Series B Convertible Preferred Stock into 12,439,730 shares of common stock at a conversion price of $1.74448 per share. As a result, the company no longer has any preferred stock outstanding and now has 107,548,055 shares of common stock outstanding. The conversion was pro rata, produced no cash proceeds, and the issued common shares were restricted and relied on the Section 3(a)(9) exemption from registration. A press release about the conversion was furnished on August 25, 2025.

Positive

• All Series B preferred shares converted, eliminating preferred stock outstanding and simplifying the capital structure.
• Clear disclosure of post-conversion common share count: 107,548,055 shares outstanding.
• Conversion completed on a pro rata basis among Series B holders, preserving proportional rights among those holders.

Negative

• Increase in common shares outstanding to 107,548,055, which dilutes existing common shareholders' percentage ownership.
• No proceeds were received from the conversion, so the transaction did not improve the company’s cash position.

Insights

Financial Analyst

TL;DR: The conversion removes preferred stock and increases common shares to 107.5M, changing capital structure without cash inflow.

The transaction is a structural recapitalization: 21,000.00001 Series B shares converted into 12,439,730 common shares at $1.74448 per share, leaving 107,548,055 common shares outstanding. No proceeds were received, so this does not improve liquidity. The action eliminates preferred claims on equity but increases common share count, which may dilute existing common holders' percentage ownership. The filing furnishes a press release and relies on a registration exemption for restricted shares.

Corporate Governance Expert

TL;DR: Preferred interest extinguished and governance simplified; conversion implemented pro rata with restricted common issued.

From a governance perspective, the elimination of all Series B preferred shares simplifies the capital structure and removes preferential rights tied to that status. The conversion was pro rata and the shares issued as restricted stock under Section 3(a)(9), indicating compliance with applicable exemption requirements. The filing does not indicate any changes to board composition, voting rights beyond share count, or other governance actions.

8-K Event Classification

3 items: 3.02, 7.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happened to Playboy's Series B Convertible Preferred Stock (PLBY)?

All remaining 21,000.00001 shares of Series B were converted into 12,439,730 common shares on August 22, 2025.

How many common shares does Playboy have outstanding after the conversion?

The company reported 107,548,055 shares of common stock outstanding after the conversion.

Did Playboy receive cash proceeds from the conversion?

No. The filing explicitly states the Company did not receive any proceeds in connection with the conversion.

Were the converted shares registered?

The common stock issued in the conversion was issued as restricted stock and relied on the Section 3(a)(9) exemption from registration under the Securities Act.

Was the conversion pro rata among Series B holders?

Yes. Holders of the Series B Stock had their shares converted to common stock on a pro rata basis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001803914FALSE00018039142025-08-222025-08-22

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): August 22, 2025

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 3.02    Unregistered Sales of Equity Securities.

On August 22, 2025, Playboy, Inc. (the “Company”) completed the conversion (the “Conversion”) of all remaining 21,000.00001 outstanding shares of the Company’s Series B Convertible Preferred Stock (the “Series B Stock”) into 12,439,730 shares of the Company’s common stock (the “Common Stock”), at a conversion price of $1.74448 per share, in accordance with the terms of the Series B Stock. As a result of the Conversion, the Company no longer has any shares of preferred stock outstanding and has 107,548,055 shares of Common Stock outstanding. Holders of the Series B Stock had their shares converted to Common Stock on a pro rata basis. The Company did not receive any proceeds in connection with the Conversion. The Common Stock issued in the Conversion was issued as restricted stock and in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01    Regulation FD Disclosure.

On August 25, 2025, the Company issued a press release regarding the Conversion. A copy of the press release is attached hereto as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not otherwise be subject to the liabilities of that section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing.

Cautionary Note Regarding Forward Looking Statements

Statements in this Current Report on Form 8-K or in the press release that are not statements of historical fact may be forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions of the Company’s management team. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipates,” “believes,” “desires,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements. The assumptions and expectations expressed in these forward-looking statements are subject to various risks and uncertainties and, therefore, may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. These forward-looking statements may include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions for the future. Detailed information regarding risks factors that may cause actual results to differ materially from those expressed or implied by statements in this Current Report on Form 8-K and the press release, including any documents incorporated by reference herein, may be found in the Company’s filings with the Securities Exchange Commission (the “SEC”), including under sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Report on Form 8-K filed with the SEC, as well as the Company’s other filings with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this Current Report on Form 8-K and in the press release, and in the other documents the Company files with the SEC, are made only as of the date of this Current Report on Form 8-K and, as applicable, the date of the other documents the Company files with the SEC. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this Current Report on Form 8-K and the other documents the Company files with the SEC are cautioned not to place undue reliance on such forward-looking statements.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release, dated August 25, 2025
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: August 25, 2025			PLAYBOY, INC.
			By:			/s/ Chris Riley
			Name:			Chris Riley
			Title:			General Counsel & Secretary