Item 1 Comment:
This Amendment No. 8 ("Amendment No. 8") to Schedule 13D supplements and amends the Statement on Schedule 13D of the Reporting Persons (as defined below) originally filed with the Securities and Exchange Commission (the "SEC") on February 19, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on June 16, 2021, Amendment No. 2 to Schedule 13D filed with the SEC on November 22, 2021, Amendment No. 3 to Schedule 13D filed with the SEC on March 8, 2022, Amendment No. 4 to Schedule 13D filed with the SEC on March 18, 2022, Amendment No. 5 to Schedule 13D filed with the SEC on February 10, 2023, Amendment No. 6 to Schedule 13D filed with the SEC on March 31, 2023 and Amendment No. 7 ("Amendment No. 7") to Schedule 13D filed with the SEC on May 6, 2025 (as amended, the "Statement"). The Statement relates to the shares of common stock, $0.0001 par value per share (the "Common Stock"), of Playboy, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 10960 Wilshire Blvd., Suite 2200, Los Angeles, California 90024. The Common Stock is listed on The Nasdaq Global Market and trades under the symbol "PLBY."
This Amendment No. 8 is being filed (i) to report certain restricted stock unit ("RSU") grants to Mr. Suhail Rizvi, a non-employee director of the Issuer, and (ii) as a result of the dilution of the Reporting Persons' ownership percentages resulting from issuances of Common Stock by the Issuer.
Except as otherwise set forth in this Amendment No. 8, the information set forth in the Statement remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 8. This Amendment No. 8 should be read together with the Statement. |
| | Item 3 of the Statement is hereby amended to add the following:
Since the filing of Amendment No. 7, the Issuer has granted Mr. Suhail Rizvi the following RSUs: (i) 41,935 RSUs granted on April 8, 2026, all of which vested in full upon grant, and (ii) 64,516 RSUs granted on April 8, 2026, all of which vest on the earlier of (a) June 16, 2027 and (b) the date of the Issuer's 2027 annual meeting of stockholders. |
| (a) | The responses set forth on rows 7 through 13 of the cover pages of this Statement, as of the date hereof, and Item 3 are incorporated by reference in this Item 5. The following responses are 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. |
| (b) | The responses set forth on rows 7 through 13 of the cover pages of this Statement, as of the date hereof, and Item 3 are incorporated by reference in this Item 5. The following responses are 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. |
| | 99.1* Form of Subscription Agreement, dated as of September 30, 2020, by and among Mountain Crest Acquisition Corp and certain institutional and accredited investors (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on October 1, 2020).
99.2* Form of Registration Rights Agreement dated as of September 30, 2020, by and among Mountain Crest Acquisition Corp and certain institutional and accredited investors (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K, filed with the SEC on October 1, 2020).
99.3* Investor Rights Agreement, dated as of February 10, 2021, by and among Playboy, Inc. (f/k/a PLBY Group, Inc.) and RT-ICON Holdings LLC (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K, filed with the SEC on February 16, 2021).
99.4* Amended and Restated Registration Rights Agreement, dated as of February 10, 2021, by and among Playboy, Inc. (f/k/a PLBY Group, Inc.), RT-ICON Holdings LLC, and each of the other shareholders whose names are listed on Exhibit A thereto (incorporated by reference to Exhibit 10.4 to the Issuer's Current Report on Form 8-K, filed with the SEC on February 16, 2021).
99.5* Form of Lock-Up Agreement, dated as of February 10, 2021, by and among Playboy, Inc. (f/k/a PLBY Group, Inc.) and RT-ICON Holdings LLC (incorporated by reference to Exhibit 10.6 to the Issuer's Current Report on Form 8-K, filed with the SEC on October 1, 2020).
99.6* Director Voting Agreement, dated as of February 10, 2021, by and among Playboy, Inc. (f/k/a PLBY Group, Inc.), RT-ICON Holdings LLC and Drawbridge Special Opportunities Fund LP (incorporated by reference to Exhibit 10.7 to the Issuer's Current Report on Form 8-K, filed with the SEC on February 16, 2021).
99.7* Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act
99.8* Standstill Agreement, dated as of January 30, 2023, by and among Playboy, Inc. (f/k/a PLBY Group, Inc.) and affiliates of Rizvi Traverse Management (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on February 2, 2023).
* Previously filed. |