Major Playboy (PLBY) shareholder details 13% stake and backstop support for share repurchases

Rhea-AI Filing Summary

Docler Holding S.a r.l., Byborg Enterprises S.A., The Million S.a r.l. and Gyorgy Gattyan amended their Schedule 13D for Playboy, Inc., updating their beneficial ownership and new arrangements. The Luxembourg entities each report 14,900,000 shares with shared voting and dispositive power, while Gattyan reports 15,064,516 shares, or 13.0% of the common stock.

The filing references approximately 115.6 million Playboy shares outstanding as of June 22, 2026, after the issuer repurchased and cancelled 1,904,762 shares under a Stock Repurchase Agreement. On June 18, 2026, The Million and other backstop purchasers agreed in a Backstop Agreement to buy shares if Playboy fails to complete scheduled repurchases, with The Million entitled to a 5.0% backstop fee on any unused commitment, payable in common stock or in cash if issuing shares would lift its affiliated ownership above 29.99%.

Insights

Equity ownership and capital structure analyst

Amended 13D details a ~13% stake in Playboy and a backstop supporting its share repurchase.

The reporting group led by Docler Holding, Byborg Enterprises, The Million and Gyorgy Gattyan discloses beneficial ownership of up to 15,064,516 Playboy common shares, or 13.0% of the class. This reflects a sizable minority position with both shared and, for Gattyan, some sole voting and dispositive power.

The filing highlights Playboy’s Stock Repurchase Agreement and a related Backstop Agreement dated June 18, 2026. If Playboy does not complete a scheduled share purchase, the backstop purchasers must acquire the remaining shares on the same terms, helping ensure execution of the buyback structure.

As consideration, The Million earns a backstop fee of 5.0% on any unused portion of its commitment, payable in common stock or, if that would push its affiliated ownership above 29.99%, in cash instead. Subsequent company filings around the repurchase dates referenced, including the June 22, 2026 8-K, frame how this ownership and support arrangement interacts with Playboy’s evolving share count.

Key Figures

Docler/Byborg/The Million beneficial stake: 14,900,000 shares Gyorgy Gattyan aggregate ownership: 15,064,516 shares Ownership percentage (Gattyan): 13.0% +6 more

9 metrics

Docler/Byborg/The Million beneficial stake 14,900,000 shares Shared voting and dispositive power for each Luxembourg entity

Gyorgy Gattyan aggregate ownership 15,064,516 shares Includes 164,516 shares with sole voting and dispositive power

Ownership percentage (Gattyan) 13.0% Percent of Playboy common stock represented by 15,064,516 shares

Ownership percentage (entities) 12.9% Percent of class for 14,900,000 shares beneficially owned

Shares outstanding baseline 117.5 million shares Playboy common stock outstanding as of June 10, 2026

Shares outstanding after repurchase 115.6 million shares Outstanding Playboy common stock as of June 22, 2026 after cancellation

Repurchased and cancelled shares 1,904,762 shares Repurchased by Playboy on June 18, 2026 under the Stock Repurchase Agreement

Backstop fee rate 5.0% Fee on unused portion of The Million's backstop commitment

Equity ownership cap trigger 29.99% Threshold above which The Million’s backstop fee is paid in cash instead of shares

Key Terms

Backstop Agreement, Stock Repurchase Agreement, beneficially owned, Current Report on Form 8-K, +1 more

5 terms

Backstop Agreement financial

"On June 18, 2026, the Issuer entered into a Backstop Agreement (the "Backstop Agreement") with The Million and the other purchasers"

A backstop agreement is a guarantee from a third party to buy any unsold shares or take up remaining financing in a company’s stock sale or fundraising round, acting like a safety net so the deal goes through. For investors, it lowers the chance that a planned capital raise will fail and clarifies how much new stock might be issued and who will hold it, which can affect share value and dilution.

Stock Repurchase Agreement financial

"in connection with the Issuer's repurchase of shares of Common Stock pursuant to a Stock Repurchase Agreement dated June 18, 2026"

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 15,064,516.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Current Report on Form 8-K regulatory

"as reported by the Issuer in Exhibit 99.1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission"

A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.

Percent of class financial

"13Percent of class represented by amount in Row (11) 12.9 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

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Available on EDGAR 06/23/2026 - 04:05 PM Accepted by SEC EDGAR 06/23/2026 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Playboy, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

72814P109

(CUSIP Number)

Raffaele Zucca Alessandrelli
5 Rue Charles Darwin,
Grand Duchy of Luxembourg, N4, L-1433
352 261 11 81

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 72814P109

1

Name of reporting person

Docler Holding S.a r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,900,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,900,000.00

11

Aggregate amount beneficially owned by each reporting person

14,900,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 72814P109

1

Name of reporting person

Byborg Enterprises S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,900,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,900,000.00

11

Aggregate amount beneficially owned by each reporting person

14,900,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 72814P109

1

Name of reporting person

The Million S.a. r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,900,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,900,000.00

11

Aggregate amount beneficially owned by each reporting person

14,900,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 72814P109

1

Name of reporting person

Gyorgy Gattyan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HUNGARY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 164,516.00
8	Shared Voting Power 14,900,000.00
9	Sole Dispositive Power 164,516.00
10	Shared Dispositive Power 14,900,000.00

11

Aggregate amount beneficially owned by each reporting person

15,064,516.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Playboy, Inc.
(c)	Address of Issuer's Principal Executive Offices: 10960 Wilshire Blvd., Suite 2200, Los Angeles, CALIFORNIA , 90024.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is amended and supplemented with the following: The information set forth in Item 6 hereof is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentages set forth in row 13 were calculated based on approximately 115.6 million shares of Common Stock outstanding as of June 22, 2026, consisting of 117.5 million shares of Common Stock outstanding as of June 10, 2026, as reported by the Issuer in Exhibit 99.1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 17, 2026, and giving effect to the repurchase and cancellation of 1,904,762 shares of Common Stock by the Issuer on June 18, 2026 pursuant to the Stock Repurchase Agreement (as defined in Item 6 below), as disclosed by the Issuer in its Current Report on Form 8-K filed with the SEC on June 22, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented with the following: On June 18, 2026, the Issuer entered into a Backstop Agreement (the "Backstop Agreement") with The Million and the other purchasers listed therein (the "Backstop Purchasers") in connection with the Issuer's repurchase of shares of Common Stock pursuant to a Stock Repurchase Agreement dated June 18, 2026 (the "Stock Repurchase Agreement"). Pursuant to the Backstop Agreement, the Backstop Purchasers agreed that if the Issuer fails to make any portion of one of its scheduled purchases under the Stock Repurchase Agreement, the Backstop Purchasers would be obligated to purchase such shares under the terms of the Stock Repurchase Agreement. As consideration, The Million is entitled to a backstop fee equal to 5.0% of the unused portion of its commitment under the Backstop Agreement, payable in shares of Common Stock, or, if the issuance of shares would cause The Million and its affiliates to own more than 29.99% of the Common Stock then outstanding, in cash. The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which is attached hereto as Exhibit 99.7 and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.7 - Backstop Agreement (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed on June 22, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Docler Holding S.a r.l.

Signature:	/s/ Raffaele Zucca Alessandrelli
Name/Title:	Raffaele Zucca Alessandrelli/Class B Manager
Date:	06/23/2026

Byborg Enterprises S.A.

Signature:	/s/ Raffaele Zucca Alessandrelli
Name/Title:	Raffaele Zucca Alessandrelli/Director
Date:	06/23/2026

The Million S.a. r.l.

Signature:	/s/ Raffaele Zucca Alessandrelli
Name/Title:	/s/ Raffaele Zucca Alessandrelli/Sole Manager
Date:	06/23/2026

Gyorgy Gattyan

Signature:	/s/ Gyorgy Gattyan
Name/Title:	Gyorgy Gattyan
Date:	06/23/2026

FAQ

What stake in Playboy, Inc. (PLBY) do Docler, Byborg, The Million and Gyorgy Gattyan report?

They report beneficial ownership of up to 15,064,516 shares, or 13.0% of Playboy’s common stock. Each Luxembourg entity shows 14,900,000 shares with shared voting and dispositive power, while Gyorgy Gattyan’s aggregate includes an additional 164,516 shares with sole voting and dispositive power.

How many Playboy (PLBY) shares are used to calculate the ownership percentages in this Schedule 13D/A?

The percentages are based on approximately 115.6 million Playboy common shares outstanding as of June 22, 2026. This figure reflects 117.5 million shares reported as outstanding on June 10, 2026, adjusted for the repurchase and cancellation of 1,904,762 shares on June 18, 2026.

What is the Backstop Agreement involving The Million S.a r.l. and Playboy (PLBY)?

The Backstop Agreement obligates The Million and other backstop purchasers to buy Playboy shares if the company misses scheduled repurchases. These obligations mirror terms in the Stock Repurchase Agreement dated June 18, 2026, helping ensure shares are acquired even if Playboy does not complete a tranche.

What backstop fee can The Million receive under the Playboy (PLBY) Backstop Agreement?

The Million is entitled to a backstop fee equal to 5.0% of any unused portion of its commitment. This fee is payable in Playboy common shares or, if issuing shares would push The Million and its affiliates above 29.99% ownership, in cash instead.

How did Playboy’s June 18, 2026 stock repurchase affect shares outstanding used in this 13D/A?

Playboy repurchased and cancelled 1,904,762 common shares on June 18, 2026 under a Stock Repurchase Agreement. This reduced the outstanding share count used for ownership calculations from 117.5 million on June 10, 2026 to approximately 115.6 million as of June 22, 2026.

What voting and dispositive power do the reporting persons have over Playboy (PLBY) shares?

Docler Holding, Byborg Enterprises and The Million each report 14,900,000 shares with shared voting and dispositive power. Gyorgy Gattyan reports shared power over 14,900,000 shares plus sole voting and dispositive power over an additional 164,516 shares, giving him aggregate beneficial ownership of 15,064,516 shares.