{"url_path":"/sec/plby/8-k/2026-06-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1803914/0001628280-26-044510-index.html","accession_number":"0001628280-26-044510","cik":"0001803914","ticker":"PLBY","issuer_name":"Playboy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1803914/0001628280-26-044510-index.html","primary_entity_key":"0001803914","primary_entity_name":"Playboy, Inc."},"word_count":1488,"has_tables":true,"body_markdown":"Item 1.01    Entry into a Material Definitive Agreement.\n\nStock Repurchase Agreement\n\nOn June 18, 2026 (the “Effective Date”), Playboy, Inc. (the “Company”), entered into a stock repurchase agreement with the sellers that are party thereto (the “Sellers”, and such agreement, the “Repurchase Agreement”). Under the terms of the Repurchase Agreement, the Company will purchase a total of 16,589,531 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), representing 100% of the Common Stock beneficially owned by the Sellers as of the Effective Date, at a price per share of $1.05 for an aggregate purchase price of $17,419,007.55. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Repurchase Agreement.\n\nThe sale and purchase of the shares will take place by the end of 2026, with four separate installments, the first of which will occur on the Effective Date. On the Effective Date, the Company will purchase 1,904,762 shares of Common Stock from the Sellers for $2,000,000.00 in cash. On or before August 31, 2026, the Company will purchase 2,857,143 shares of Common Stock from the Sellers for $3,000,000.00 in cash. On or before November 1, 2026, the Company will purchase 4,761,905 shares of Common Stock from the Sellers for $5,000,000.00 in cash. On or before December 31, 2026, the Company will purchase all remaining shares owned by Sellers as of the date thereof, for a price equal to $1.05 per share.\n\nThe Company will at any time have the option to purchase any amount of shares for a price of $1.05 in advance of the payment schedule by delivering written notice to the Sellers, which amount will be deducted from the amount payable under the next upcoming installment.\n\nAll of the Sellers are affiliates of Fortress Investment Group (collectively, “Fortress”) and, prior to the transactions contemplated by the Repurchase Agreement, Fortress was one of the Company’s largest stockholders and an affiliate of the Company. Fortress’ affiliates are also the Company’s primary senior secured lenders pursuant to the Existing Credit Agreement (as defined below). Upon the completion of the purchase of all of the Sellers’ Common Stock pursuant to the Repurchase Agreement, Fortress is expected to no longer be an affiliate of the Company or significant holder of Common Stock, but it will remain the Company’s primary senior secured lender. The terms of the Repurchase Agreement and the related Backstop Agreement (as defined below) were approved by the the Company’s board of directors and its Audit Committee.\n\nDefault and Termination\n\nA default of payment will occur any time both the Company and both equity investors under the Backstop Agreement (as defined below) fail to make each of their required payments under the Repurchase Agreement. In the case of default, the Sellers will have the right to accelerate the full purchase obligation of remaining shares owned by Sellers at the time of such default, seek specific performance of the Company’s obligations under the Repurchase Agreement, or seek recovery from all damages, losses, costs and expenses, including reasonable attorneys’ fees and enforcement costs, arising from such default. Once the Company, or the Backstop Purchasers, as applicable, purchase all 16,589,531 shares of Common Stock payable under the Repurchase Agreement, such agreement will terminate automatically.\n\nAdditional Covenants; Other Terms\n\nThe Repurchase Agreement contains certain representations and warranties and provisions customary for transactions similar to the transaction contemplated therein, including transfer restrictions on the Sellers with respect to shares not yet transferred under the Repurchase Agreement. The representations and warranties contained in the Repurchase Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by such parties. The foregoing description of the Repurchase Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Repurchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Current Report”) and is incorporated by reference herein.\n\nBackstop Agreement\n\nConcurrently with the execution of the Repurchase Agreement, the Company entered into a backstop agreement (the “Backstop Agreement”), by and among the Company and an affiliate of Rizvi Traverse Management, LLC and The Million S.a.r.l. (an affiliate of Byborg Enterprises SA), two of the Company’s largest current investors (greater than 10% of outstanding shares) and affiliates of two of the Company’s directors (the “Backstop Purchasers”), pursuant to which the Backstop Purchasers agreed that if the Company fails to make any portion of one of its scheduled purchases, the Backstop Purchasers will be obligated to purchase such shares under the terms and conditions of the Repurchase Agreement. Each Backstop Purchaser’s commitment is allocated pro-rata according to its relative beneficial ownership in shares of the Company. As consideration, the Company will pay the Backstop Purchasers a backstop fee of 5% of any such investors’ obligations that are not used to purchase shares of Common Stock. If either Backstop Purchaser defaults in its obligation to purchase shares under the Backstop Agreement, the other Backstop Purchaser will have the option to purchase such shares on the same terms and conditions. Each Backstop Purchaser’s ability to purchase Common Stock is subject to a cap at beneficial ownership of 29.99% of equity in the Company.\n\n2\n\nThe foregoing description of the Backstop Agreement does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Backstop Agreement, which is filed as Exhibit 10.2 to this Current Report and is incorporated by reference herein.\n\nAmendment No. 8 to the Amended and Restated Credit and Guaranty Agreement\n\nConcurrently with the execution of the Repurchase Agreement, the Company entered into Amendment No. 8 to its Amended and Restated Credit and Guaranty Agreement (“Amendment No. 8”), by and among the Company, Playboy Enterprises, Inc., the subsidiary guarantors party thereto, the lenders party thereto, and DBD Credit Funding LLC (an affiliate of Fortress), as the administrative agent and the collateral agent, to, substantially concurrently with the initial closing pursuant to the Repurchase Agreement, amend the terms of the Amended and Restated Credit and Guaranty Agreement, dated as of May 10, 2023 (as amended, amended and restated, supplemented, refinanced, replaced, extended, or otherwise modified from time to time prior to the date of Amendment No. 8, the “Existing Credit Agreement”), to, among other things, modify certain negative covenants to permit the transactions contemplated by the Repurchase Agreement and Backstop Agreement described above.\n\nThe other terms of the Existing Credit Agreement remain substantially unchanged. The foregoing description of Amendment No. 8 and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to Amendment No. 8, a copy of which is filed as Exhibit 10.3 to this Current Report and is incorporated by reference herein.\n\nThe foregoing description of the Repurchase Agreement, Backstop Agreement, Amendment No. 8 and the transactions under each such agreement does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Repurchase Agreement, Backstop Agreement or Amendment No. 8, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and each is incorporated by reference herein. The Repurchase Agreement, Backstop Agreement and Amendment No. 8 have been included to provide investors with information regarding their terms. They are not intended to provide any other factual information about the Company nor any of the other parties thereto. The representations and warranties contained in the Repurchase Agreement and Amendment No. 8 were made only for purposes of each such agreement (as applicable) as of the specific dates therein, were solely for the benefit of the parties to each such agreement (as applicable), may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to each such agreement (as applicable) instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Repurchase Agreement or Amendment No. 8 and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Repurchase Agreement and Amendment No. 8, which subsequent information may or may not be reflected in the Company’s public disclosures. The Repurchase Agreement, Backstop Agreement and Amendment No. 8 should not be read alone, but should instead be read in conjunction with the other information regarding the Company, as well as in the other filings that the Company will make with the U.S. Securities and Exchange Commission (the “SEC”)."}