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Executive RSU retention deals at Playboy (NASDAQ: PLBY)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Playboy, Inc. entered into retention agreements with its named executive officers Ben Kohn, Marc Crossman, Chris Riley and David Miller on April 10, 2026. These agreements acknowledge RSU grants made on April 8, 2026 for 645,161 shares to Kohn and 225,806 shares each to Crossman, Riley and Miller, vesting on April 30, 2027. The agreements also contemplate additional RSU grants in 2027 in the same amounts, vesting on April 30, 2028, which remain subject to future approval by the Compensation Committee. Under certain limited conditions, the intended 2027 RSUs may instead be settled in cash, and executives who resign or are terminated for cause before grant would not receive the 2027 awards or related cash payments.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO RSU grant 2026 645,161 shares RSUs granted to Ben Kohn as of April 8, 2026; vest April 30, 2027
Other NEO RSU grants 2026 225,806 shares each RSUs granted to Crossman, Riley, Miller as of April 8, 2026; vest April 30, 2027
Intended CEO RSU grant 2027 645,161 shares Planned 2027 RSUs for Ben Kohn; vest April 30, 2028, subject to approval
Intended other NEO RSU grants 2027 225,806 shares each Planned 2027 RSUs for Crossman, Riley, Miller; vest April 30, 2028, subject to approval
Agreement date April 10, 2026 Date Playboy entered into retention agreements with named executive officers
Vesting date 2027 RSUs April 30, 2027 Vesting date for RSUs granted April 8, 2026
Vesting date intended 2028 April 30, 2028 Vesting date for intended 2027 RSU grants, if approved
retention agreement financial
"entered into a retention agreement with each of its named executive officers"
restricted stock units financial
"were granted restricted stock units (“RSUs”) pursuant to the Plan for 645,161, 225,806, 225,806 and 225,806 shares"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Amended & Restated 2021 Equity and Incentive Compensation Plan financial
"while also managing the Company’s equity available for grants under the Company’s Amended & Restated 2021 Equity and Incentive Compensation Plan"
Compensation Committee of the Board of Directors financial
"remain subject to future approval by the Compensation Committee of the Board of Directors of the Company"
terminated for cause financial
"will be entitled to the 2027 RSU grants ... in the event he resigns or is terminated for cause"
Understanding 8-K Material Events →
0001803914FALSE00018039142026-04-102026-04-10


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): April 10, 2026
PLAYBOY, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3931237-1958714
(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 sharePLBYNasdaq 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 10, 2026, Playboy, Inc. (the “Company”) entered into a retention agreement with each of its named executive officers: Ben Kohn, Chief Executive Officer and President; Marc Crossman, Chief Financial Officer and Chief Operating Officer; Chris Riley, General Counsel and Secretary; and David Miller, President, Playboy, Media & Brand (collectively, the “Retention Agreements”). The Company entered into the Retention Agreements in recognition of such officers’ continued contributions to the Company and to incentivize them to remain employed by the Company and its subsidiaries, while also managing the Company’s equity available for grants under the Company’s Amended & Restated 2021 Equity and Incentive Compensation Plan (the “Plan”).

The Retention Agreements acknowledge that Messrs. Kohn, Crossman, Riley and Miller were granted restricted stock units (“RSUs”) pursuant to the Plan for 645,161, 225,806, 225,806 and 225,806 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), respectively, as of April 8, 2026, which RSUs vest as of April 30, 2027 (as previously disclosed on Forms 4 for such officers filed with the U.S. Securities and Exchange Commission on April 10, 2026). The Retention Agreements also state that the Company will issue RSUs for 645,161, 225,806, 225,806 and 225,806 shares of Common Stock to Messrs. Kohn, Crossman, Riley and Miller, respectively, in 2027 (with those RSUs vesting as of April 30, 2028) and that such 2027 grants remain subject to future approval by the Compensation Committee of the Board of Directors of the Company in its sole discretion. Pursuant to the Retention Agreements, under certain limited circumstances and subject to formulas set forth in the Retention Agreements, the intended 2027 RSU grants (to the extent not yet actually granted to each of Messrs. Kohn, Crossman, Riley and Miller) may be converted into a cash payment to such executives, as applicable. Under the terms of the Retention Agreements, none of Messrs. Kohn, Crossman, Riley or Miller will be entitled to the 2027 RSU grants (or any cash payments in relation thereto) in the event he resigns or is terminated for cause prior to the issuance of such grants, as applicable.

The foregoing description of the Retention Agreements is only a summary and is qualified in its entirety by reference to the Form of Retention Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference into this Item 5.02.


Item 9.01    Financial Statements and Exhibits.
(d)Exhibits
Exhibit
No.		Description
10.1
Form of Retention Agreement of Playboy, Inc., dated as of April 10, 2026
104Cover 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: April 10, 2026
PLAYBOY, INC.
By:/s/ Chris Riley
Name:Chris Riley
Title:General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What executive retention agreements did Playboy (PLBY) approve?

Playboy approved retention agreements with Ben Kohn, Marc Crossman, Chris Riley and David Miller. The deals tie them to existing RSU awards and potential 2027 RSU grants, designed to encourage continued employment and manage equity usage under the company’s 2021 incentive plan.

How many RSUs did Playboy (PLBY) grant its executives in April 2026?

As of April 8, 2026, Playboy granted 645,161 RSUs to CEO Ben Kohn and 225,806 RSUs each to Marc Crossman, Chris Riley and David Miller. These restricted stock units vest on April 30, 2027, subject to the terms of the company’s equity plan.

What future RSU grants are contemplated for Playboy (PLBY) executives in 2027?

The agreements state Playboy intends 2027 RSU grants of 645,161 shares for Ben Kohn and 225,806 shares each for Marc Crossman, Chris Riley and David Miller. These 2027 awards would vest on April 30, 2028, but remain subject to future Compensation Committee approval.

Under what conditions can Playboy’s 2027 RSU awards be paid in cash?

The retention agreements allow the intended 2027 RSU grants to be converted into a cash payment under certain limited circumstances. This conversion, and the amount, follow formulas in the agreements and apply only to RSUs that have not yet been actually granted.

When do Playboy (PLBY) executives forfeit their 2027 RSU rights?

Executives lose rights to the 2027 RSU grants and any related cash payments if they resign or are terminated for cause before those grants are issued. This condition is built into each retention agreement to tie the additional awards to continued qualifying service.

Which equity plan governs Playboy (PLBY) executive RSU grants?

The RSU grants are issued under Playboy’s Amended & Restated 2021 Equity and Incentive Compensation Plan. The retention agreements are intended to manage equity available for grants while retaining the company’s key executives through time-based RSU vesting and potential 2027 awards.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents