[8-K] PLBY Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Playboy, Inc. (formerly PLBY Group, Inc.) filed an 8-K to disclose two charter amendments that became effective at 12:01 a.m. ET on 25 June 2025.

• Corporate rebranding: The corporate name changes from “PLBY Group, Inc.” to “Playboy, Inc.” All Nasdaq trading details—including ticker symbol (PLBY) and CUSIP—remain unchanged.
• Authorized Share Increase: The number of authorized common shares rises from 150 million to 400 million, a 167% expansion that materially increases the company’s capacity to issue new equity.
• Governance housekeeping: The Board adopted conforming amendments to (i) the Second Amended & Restated Bylaws and (ii) the 2021 Equity & Incentive Compensation Plan. No substantive terms were altered beyond reflecting the new corporate name.
• Stockholder approval: Both the name change and share-increase proposals were approved at the 16 June 2025 annual meeting.
• No immediate shareholder action required: The amendments do not affect existing share rights, certificates, or trading mechanics.

The filing does not contain financial results, M&A activity, or operational updates. However, the substantial increase in authorized shares signals management’s desire for added capital-raising flexibility—which can be positive for growth initiatives but introduces dilution risk if new shares are issued.

Positive

• Strategic brand alignment may improve market recognition and consumer engagement.
• Expanded authorized share pool provides financial flexibility for growth initiatives, acquisitions, or debt reduction.

Negative

• Significant dilution risk arises from the 167% increase in authorized shares, especially if equity is issued at low valuations.
• No accompanying strategic roadmap explaining how or when new shares might be used, increasing uncertainty for investors.

Insights

Corporate Governance Expert

TL;DR: Charter amended for rebrand; 167% share authorization boost—enhanced flexibility, but dilution risk looms.

The 8-K is largely a housekeeping exercise aligning charter, bylaws, and incentive plan with the Playboy brand. The strategic driver appears to be marketing clarity. More intriguing is the leap from 150 million to 400 million authorized shares. That magnitude far exceeds current basic shares outstanding (~90 million as of last 10-Q), giving the Board latitude for equity financings, acquisitions, or additional stock-based compensation. While shareholder rights are unchanged today, future issuance could reduce proportional ownership if not offset by accretive uses. Overall governance impact is neutral; investors should monitor subsequent shelf registrations or ATM facilities.

Equity Analyst

TL;DR: Name change neutral; large share authorization hints at potential capital raise—modestly negative near term.

The rebrand has negligible cash-flow implications. The authorized share increase, however, increases supply overhang potential. Given PLBY’s high leverage and recent negative free cash flow, the company may need equity to fund operations or refinance debt. Additional issuance at today’s depressed share price would be dilutive. On balance, the filing skews slightly negative for equity holders, pending clarity on management’s capital-deployment plans.

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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): June 25, 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

PLBY Group, Inc.

(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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 24, 2025, PLBY Group, Inc. filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the Secretary of State of the State of Delaware to change its name (the “Name Change”) to “Playboy, Inc.” (the “Company”) and increase the number of its shares of authorized common stock, par value $0.0001 per share (the “Common Stock”), from 150,000,000 to 400,000,000 (the “Authorized Share Increase”). Pursuant to the Amendment, the Name Change and the Authorized Share Increase became effective as of 12:01 a.m. Eastern Time on June 25, 2025. As previously disclosed by the Company, the Amendment to effect the Name Change and the Authorized Share Increase was approved by the Company’s stockholders at the Company’s 2025 annual meeting of stockholders held on June 16, 2025. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Neither the Name Change nor the Authorized Share Increase affects the rights of the Company’s stockholders, and stockholders do not need to take any action in connection with the Name Change or the Authorized Share Increase. There were no changes to the Charter other than to reflect the Name Change and the Authorized Share Increase. The Company’s Common Stock will continue to trade on the Nasdaq Global Market under the symbol “PLBY”, and no change has been made to the CUSIP number for the Common Stock.

In connection with the Amendment, on June 24, 2025, the Company’s Board of Directors (the “Board”) approved the further amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Second A&R Bylaws”) solely to reflect the Name Change. No other changes were made pursuant to the Second A&R Bylaws. The Second A&R Bylaws became effective as of June 25, 2025. A copy of the Second A&R Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

In addition, on June 24, 2025, the Board approved the amendment and restatement of the Company’s 2021 Equity and Incentive Compensation Plan (as so amended and restated, the “A&R 2021 Plan”) solely to reflect the Name Change. No other changes were made to the A&R 2021 Plan. The A&R 2021 Plan became effective as of June 25, 2025. A copy of the A&R 2021 Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01    Other Events.

On June 25, 2025, the Company issued a press release announcing the Name Change. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company, effective as of June 25, 2025
3.2						Second Amended and Restated Bylaws of the Company, effective as of June 25, 2025
10.1						Amended and Restated 2021 Equity and Incentive Compensation Plan of the Company, effective as of June 25, 2025
99.1						Press Release, dated June 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: June 25, 2025			PLAYBOY, INC.
			By:			/s/ Chris Riley
			Name:			Chris Riley
			Title:			General Counsel and Secretary

FAQ

Why did PLBY (now Playboy, Inc.) file this 8-K?

To announce a legal name change to “Playboy, Inc.” and a rise in authorized common shares from 150 M to 400 M.

Will PLBY shareholders need to exchange their stock certificates?

No. The filing states that the name change does not affect existing share certificates or trading mechanics.

Does the ticker symbol change after the rebrand?

No. The company will continue to trade on Nasdaq as PLBY with the same CUSIP.

How large is the authorized share increase?

Authorized shares jump 167%, from 150 million to 400 million.

What potential impact does the share increase have on investors?

It gives management flexibility to issue new equity, which could finance growth but also dilute current holders if executed.

Were these changes approved by shareholders?

Yes. Both the name change and share-increase proposals passed at the 16 June 2025 annual meeting.