STOCK TITAN

Rizvi group updates Playboy (NASDAQ: PLBY) stake and RSU awards

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Playboy, Inc. received an updated Schedule 13D/A from investment vehicles associated with Suhail Rizvi and John Giampetroni, reflecting their current ownership and recent equity awards. Rizvi is reported as beneficially owning 18,479,105 shares of common stock, or 16.09% of the class, including 388,319 restricted stock units (RSUs) that have vested or will vest within sixty days.

Giampetroni is reported as beneficially owning 14,471,993 shares, or 12.60%, largely through affiliated funds and entities. Rizvi Opportunistic Equity Fund II, L.P. and its general partner each report 7,069,064 shares, or 6.15%. The amendment notes new RSU grants to Rizvi of 41,935 RSUs that vested immediately on April 8, 2026, and 64,516 RSUs that vest on the earlier of June 16, 2027 or the 2027 annual meeting. Ownership percentages are calculated against 114,859,723 shares outstanding as of March 10, 2026 and reflect dilution from issuer stock issuances.

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Rizvi beneficial ownership 18,479,105 shares (16.09%) Common Stock beneficially owned by Suhail Rizvi
Giampetroni beneficial ownership 14,471,993 shares (12.60%) Common Stock beneficially owned by John Giampetroni
ROEF II stake 7,069,064 shares (6.15%) Common Stock beneficially owned by Rizvi Opportunistic Equity Fund II, L.P.
Shares outstanding baseline 114,859,723 shares Common Stock outstanding as of March 10, 2026
RSUs vested or vesting in 60 days 388,319 RSUs Included in Rizvi’s beneficial ownership calculation
New RSU grant (immediate vest) 41,935 RSUs Granted to Suhail Rizvi on April 8, 2026, vested in full
New RSU grant (deferred vest) 64,516 RSUs Granted April 8, 2026; vest on earlier of June 16, 2027 or 2027 annual meeting
restricted stock units financial
"The amount set forth in row 7 includes 388,319 restricted stock units ("RSUs")"
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.
beneficial owner financial
"may be deemed to be the beneficial owner of the shares of Common Stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Schedule 13D regulatory
"supplements and amends the Statement on of the Reporting Persons"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Registration Rights Agreement regulatory
"Amended and Restated Registration Rights Agreement, dated as of February 10, 2021"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Standstill Agreement financial
"Standstill Agreement, dated as of January 30, 2023, by and among Playboy, Inc."
A standstill agreement is a contract in which one party agrees to pause certain actions — such as making new claims, enforcing debt remedies, or pursuing a takeover bid — for a set period so both sides can negotiate or restructure. Think of it as a temporary pause button that reduces immediate pressure and uncertainty; investors care because it can protect value, buy time for a deal or restructuring to be completed, and signal the likelihood and timing of future corporate developments.





72814P109

(CUSIP Number)
Audrey DiMarzo
801 Northpoint Parkway, Suite 129,
West Palm Beach, FL, 33407
(248) 594-4776

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/08/2026

(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




Comment for Type of Reporting Person:
The amount set forth in row 7 includes 388,319 restricted stock units ("RSUs") in respect of shares of Common Stock which have vested or are scheduled to vest within sixty days of the date hereof. Does not include 164,516 unvested RSUs as they do not vest within sixty days of the date hereof. The amount set forth in row 11 includes the following: (1) 388,319 RSUs in respect of shares of Common Stock which have vested or are scheduled to vest within sixty days of the date hereof (and does not include 164,516 unvested RSUs as they do not vest within sixty days of the date hereof). (2) Shares held directly by Rizvi Opportunistic Equity Fund (TI), L.P. ("ROEF (TI)"), Rizvi Opportunistic Equity Fund I-B (TI), L.P. ("ROEF I-B (TI)"), Rizvi Opportunistic Equity Fund I-B, L.P. ("ROEF I-B"), Rizvi Opportunistic Equity Fund, L.P. ("ROEF"), Rizvi Traverse Partners, LLC ("RTP LLC") and RT-ICON FF LLC ("RT FF") (collectively, the "Rizvi Traverse Entities"). RTM-ICON, LLC ("RTM-ICON") is the manager of RT FF. Rizvi Traverse Management, LLC ("Rizvi Traverse") is the sole member of RTM-ICON, the general partner of each of ROEF (TI), ROEF I-B (TI), ROEF I-B and ROEF and the managing member of RTP LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse, and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Rizvi Traverse Entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (3) Shares held directly by Rizvi Opportunistic Equity Fund II, L.P. ("ROEF II"). Rizvi Traverse GP II, LLC ("RT GP II" and, together with Rizvi Master (as defined below), TCP (as defined below), ROEF II and Messrs. Rizvi and Giampetroni, the "Reporting Persons") is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of ROEF II, RT GP II, Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (4) Shares held directly by Rizvi Traverse Partners II, LLC ("RTP II LLC"). Rizvi Traverse Management II, LLC ("RTM II") is the manager of RTP II LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RTM II. Each of RTM II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by RTP II LLC, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (5) Shares held directly by Rizvi Interests Inc. ("Rizvi Interests"). Mr. Suhail Rizvi is the controlling shareholder of Rizvi Interests. Mr. Rizvi may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Rizvi Interests, but disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (6) Shares held directly by Rizvi Master LLC ("Rizvi Master"). Mr. Suhail Rizvi is the manager of Rizvi Master. Mr. Rizvi may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Rizvi Master, but disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (7) Shares held directly by RT ICON Holdings II LLC ("RT ICON Holdings II"). Rizvi Traverse CI Manager, LLC ("RTCIM") is the manager of RT ICON Holdings II. Mr. Suhail Rizvi is the manager of RTCIM. Mr. Rizvi may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by RT ICON Holdings II, but disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The percentage set forth in row 13 is based on 114,859,723 shares of Common Stock outstanding as of March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 16, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount set forth in row 11 includes the following: (1) Shares held directly by the Rizvi Traverse Entities. RTM-ICON is the manager of RT FF. Rizvi Traverse is the sole member of RTM-ICON, the general partner of each of ROEF (TI), ROEF I-B (TI), ROEF I-B and ROEF and the managing member of RTP LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse, and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Rizvi Traverse Entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (2) Shares held directly by ROEF II. RT GP II is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of ROEF II, RT GP II, Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (3) Shares held directly by RTP II LLC. RTM II is the manager of RTP II LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RTM II. Each of RTM II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by RTP II LLC, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (4) Shares held directly by Traverse Capital Partners LLC ("TCP"). Mr. John Giampetroni owns all of the equity interests of TCP. Mr. Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by TCP, but disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The percentage set forth in row 13 is based on 114,859,723 shares of Common Stock outstanding as of March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 16, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount set forth in row 11 includes shares held directly by ROEF II. RT GP II is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The percentage set forth in row 13 is based on 114,859,723 shares of Common Stock outstanding as of March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 16, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount set forth in row 11 includes shares held directly by ROEF II. RT GP II is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The percentage set forth in row 13 is based on 114,859,723 shares of Common Stock outstanding as of March 10, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 16, 2026.


SCHEDULE 13D


Suhail Rizvi
Signature:/s/ Suhail Rizvi
Name/Title:Suhail Rizvi
Date:04/10/2026
John Giampetroni
Signature:/s/ John Giampetroni
Name/Title:John Giampetroni
Date:04/10/2026
Rizvi Opportunistic Equity Fund II, L.P.
Signature:/s/ Suhail Rizvi
Name/Title:By: Rizvi Traverse GP II, LLC, its General Partner, By: Suhail Rizvi, Managing Director
Date:04/10/2026
Rizvi Traverse GP II, LLC
Signature:/s/ Suhail Rizvi
Name/Title:Suhail Rizvi, Managing Director
Date:04/10/2026

FAQ

What ownership stake does Suhail Rizvi report in Playboy, Inc. (PLBY)?

Suhail Rizvi reports beneficial ownership of 18,479,105 Playboy shares, representing 16.09% of the common stock. This figure includes 388,319 RSUs that have vested or will vest within sixty days, but excludes 164,516 unvested RSUs that vest later.

How many Playboy (PLBY) shares does John Giampetroni beneficially own?

John Giampetroni reports beneficial ownership of 14,471,993 Playboy shares, equal to 12.60% of the common stock. These shares are largely held through various Rizvi Traverse-related entities and Traverse Capital Partners LLC, with beneficial ownership disclaimed beyond any pecuniary interest.

What RSU grants did Suhail Rizvi receive from Playboy (PLBY) in April 2026?

Since the prior amendment, Playboy granted Suhail Rizvi 41,935 RSUs on April 8, 2026 that vested in full upon grant, and an additional 64,516 RSUs on the same date that vest on the earlier of June 16, 2027 or the 2027 annual stockholders’ meeting.

What percentage of Playboy (PLBY) does Rizvi Opportunistic Equity Fund II, L.P. hold?

Rizvi Opportunistic Equity Fund II, L.P. reports holding 7,069,064 Playboy shares, representing 6.15% of the common stock. Its general partner, Rizvi Traverse GP II, LLC, reports the same share count and percentage, with each party disclaiming beneficial ownership beyond pecuniary interests.

What share count did Playboy (PLBY) use to calculate ownership percentages?

All reported ownership percentages are based on 114,859,723 Playboy common shares outstanding as of March 10, 2026. This outstanding share figure comes from the company’s Annual Report on Form 10-K filed on March 16, 2026 and is used consistently across the reporting persons.

Why was Amendment No. 8 to the Playboy (PLBY) Schedule 13D filed?

Amendment No. 8 was filed to report new RSU grants to director Suhail Rizvi and to reflect dilution of ownership percentages caused by Playboy’s issuances of additional common stock. Other previously disclosed terms in the original Schedule 13D and prior amendments remain unchanged.