Playboy, Inc. — fact timeline

Playboy, Inc. amended Amendment No. 8 to the Amended and Restated Credit and Guaranty Agreement with the lenders party thereto, and DBD Credit Funding LLC, as administrative agent and collateral agent.

“Concurrently 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 thi”

Playboy, Inc. entered into Backstop Agreement with an affiliate of Rizvi Traverse Management, LLC and The Million S.a.r.l. (an affiliate of Byborg Enterprises SA).

“Concurrently 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.”

Playboy, Inc. entered into Repurchase Agreement with the Sellers (affiliates of Fortress Investment Group) valued at $17,419,007.55 (effective 2026-06-18).

“On 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.”

Playboy, Inc. shareholders approved Approve the adjournment or postponement of the Annual Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Incentive Plan Amendment Proposal at the 2026-06-16 meeting.

“Adjournment Proposal: For Against Abstain Approve the adjournment or postponement of the Annual Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Incentive Plan Amendment Proposal 65,663,365 7,529,785 34,943”

Playboy, Inc. shareholders approved Non-binding advisory vote to approve the compensation of the Company's named executive officers at the 2026-06-16 meeting.

“Say on Pay: For Against Abstain Broker Non-Votes Non-binding advisory vote to approve the compensation of the Company's named executive officers 65,300,890 7,874,378 52,825 22,070,425”

Playboy, Inc. shareholders approved Ratify the appointment of RSM US LLP as independent registered public accountants of the Company for 2026 at the 2026-06-16 meeting.

“Ratification of Auditors: For Against Abstain Ratify the appointment of RSM US LLP as independent registered public accountants of the Company for 2026 94,484,116 582,623 231,779”

Playboy, Inc. shareholders approved Approve an amendment to the Plan to increase the number of shares of Common Stock available under the Plan by 10 million shares at the 2026-06-16 meeting.

“Incentive Plan Amendment Proposal: For Against Abstain Broker Non-Votes Approve an amendment to the Plan to increase the number of shares of Common Stock available under the Plan by 10 million shares 64,871,388 8,324,758 31,947 22,070,425”

Playboy, Inc. shareholders approved To elect two Class III directors (Tracey Edmonds and James Yaffe) to the Company's Board of Directors at the 2026-06-16 meeting.

“Election of Directors: For Withheld Broker Non-Votes Tracey Edmonds 66,785,683 6,442,410 22,070,425 James Yaffe 66,833,063 6,395,030 22,070,425”

Jennifer Cabalquinto was appointed as Director at Playboy, Inc..

“On June 3, 2026, the Board of Directors (the “Board”) of Playboy, Inc. (the “Company”) appointed Jennifer Cabalquinto to the Board, as a new, non-employee, independent Class I director.”

Playboy, Inc. entered into Additional Lease with RK Rivani LLC valued at Lease of rest of floor; term from May 1, 2026 to Nov 30, 2037 with two five-year renewal options; ba (effective 2026-05-01).

“On May 14, 2026, PEI also entered into a new lease agreement (the “Additional Lease”) with the Landlord, pursuant to which, among other matters and on the terms and subject to the conditions set forth in the Additional Lease, PEI will lease the rest of the floor of the building not already part of the Premises, such that, with the Original Lease (as amended) and the Additional Lease, PEI has rented the entire floor of the building for use as the office of the Company and its subsidiaries.”

Playboy, Inc. amended Lease Amendment with RK Rivani LLC valued at Amendment changes delivery/term commencement to Jan 1, 2027; expiration to Nov 30, 2037; abates rent (effective 2026-05-14).

“On May 14, 2026, Playboy Enterprises, Inc. (“PEI”), a Delaware corporation and a wholly-owned subsidiary of Playboy, Inc. (the “Company”), entered into an Amendment to Lease Agreement (the “Lease Amendment”) with RK Rivani LLC, a Florida limited liability company (the “Landlord”), which amends that certain lease agreement entered into by PEI and the Landlord, on August 11, 2025 (the “Original Lease”), for the rental of office space comprising most of an entire floor (the “Premises”) of a building in Miami Beach.”

Playboy, Inc. reported financial results for first quarter ended March 31, 2026.

“On May 11, 2026, Playboy, Inc. (the “Company”) issued a press release announcing its financial results for the Company’s first fiscal quarter of 2026 ended March 31, 2026.”

Playboy, Inc. engaged RSM US LLP as its auditor.

“On March 31, 2026, following the prior approval of the Audit Committee, the Company engaged RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026.”

Playboy, Inc. dismissed BDO USA, P.C. as its auditor.

“On March 26, 2026, Playboy, Inc. (the “Company”), following the prior approval of the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), notified BDO USA, P.C. (“BDO”) that it had been dismissed as the Company’s independent registered public accounting firm, as of March 26, 2026.”

Playboy, Inc. entered into Shareholders Agreement with UTG (effective 2026-03-20).

“PLBY, PLBY Parent and the JV entered into a Shareholders Agreement (the “Shareholders Agreement”) with UTG on the Initial Closing Date”

Playboy, Inc. completed a disposition involving UTG Brands Management Group Limited for aggregate consideration of $11,997,000 and $3,006,000 (closed 2026-03-20).

“In accordance with the terms of the Purchase Agreement, on the Initial Closing Date, (i) the JV issued and sold to UTG 1,333 Class B Shares for an aggregate consideration of $11,997,000, $9,000,000 of which was previously paid by UTG as a signing deposit on February 9, 2026, and (ii) PLBY sold and transferred to UTG 334 Class B Shares for an aggregate consideration of $3,006,000.”

Playboy, Inc. reported full year ended December 31, 2025 results: revenue $120.9 million, net income $12.7 million.

“Full Year 2025 Financial Results Revenue increased to $120.9 million compared to $116.1 million in 2024, reflecting a year-over-year increase of $4.8 million, or 4%, primarily due to the continued strength of Playboy’s licensing business and higher Honey Birdette revenue. Operating expenses decreased to $129.0 million, as compared to $167.0 million in 2024, reflecting a year-over-year decrease of $38.0 million. The decrease was due primarily to a $22.0 million decrease in expenses related to the revamp of our digital businesses and lower non-cash asset impairment charges of $24.0 million, partly offset by higher severance of $1.8 million due to the reduction of headcount, a one-time settlement expense of $2.4 million and higher legal expenses and fees of $3.0 million due to additional litigation expenses. Net loss improved to $12.7 million, as compared to a net loss of $79.4 million in 2024.”

Playboy, Inc. reported fourth quarter ended December 31, 2025 results: revenue $34.9 million, net income $3.6 million, EPS $0.03 per share.

“Playboy Reports Fourth Quarter and Full Year 2025 Financial Results Q4 Revenue of $34.9 Million, Net Income of $3.6 Million & Adjusted EBITDA of $7.1 Million, or $8.0 Million Excluding Litigation Expenses”

Playboy, Inc. entered into Purchase Agreement with UTG Brands Management Group Limited (effective 2026-02-09).

“entered into a share purchase agreement with UTG Brands Management Group Limited, a company incorporated in Hong Kong (“UTG,” and such agreement, the “Purchase Agreement”)”

Playboy, Inc.: Amended and restated bylaws solely to reflect the name change to Playboy, Inc (effective 2025-06-25).

“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.”

Playboy, Inc.: Changed corporate name from PLBY Group, Inc. to Playboy, Inc. and increased authorized common stock from 150,000,000 to 400,000,000 shares (effective 2025-06-25).

“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”).”

Gyorgy Gattyan was appointed as Class II director at Playboy, Inc..

“On February 11, 2025, the Board expanded the size of the Board from five to seven directors (the “Board Expansion”) and appointed Gyorgy Gattyan, Byborg’s designee to the Board, as a new Class II director.”

Playboy, Inc.: Filed Certificate of Elimination to eliminate matters related to Series A Preferred Stock from the Charter (effective 2024-11-12).

“On November 12, 2024, the Company filed a Certificate of Elimination to its Second Amended and Restated Certificate of Incorporation (the “ Charter ”) with the Secretary of State of the State of Delaware eliminating from the Charter all matters set forth in the Certificate of Designation with respect to its Series A Preferred Stock (the “ Series A Preferred Stock ”).”

Playboy, Inc. reported first fiscal quarter ended March 31, 2024 results: revenue $28.3 million, net income $16.4 million.

“Total revenue was $28.3 million versus $35.2 million in the prior year period”

Playboy, Inc. reported financial results for fourth quarter and full year ended December 31, 2023.

“On March 27, 2024, PLBY Group, Inc. (the “Company”) issued a press release announcing its financial results for the Company’s fourth fiscal quarter and fiscal year ended December 31, 2023.”

Playboy, Inc. reported that prior financial statements should not be relied upon.

“The Audit Committee and management also discussed this conclusion with the Company’s independent registered public accounting firm, BDO USA, P.C. In the Company’s Original Second Quarter 2023 Form 10-Q and Original Third Quarter 2023 Form 10-Q, the Company impaired a license contract (which was ultimately terminated in the fourth quarter of 2023) and recorded impairment expense in relation thereto.”

Playboy, Inc. reported financial results for third quarter ended September 30, 2023.

“PLBY Group, Inc. (the "Company") issued a press release announcing its financial results for the Company's third fiscal quarter ended September 30, 2023.”

Playboy, Inc. completed a disposition involving LV Holding, LLC for aggregate cash consideration of approximately $13.5 million (closed 2023-11-03).

“Purchase Agreement, at the closing of the Sale (the “Closing”), Buyer acquired all of the capital stock of TLA from the Seller for aggregate cash consideration of approximately $13.5 million, subject to certain adjustments. In accordance with the Purchase Agreement, approximately $2.1 million of the cash consideration was placed in a short-term escrow account at”

Playboy, Inc. amended First Amendment with DBD Credit Funding LLC (effective 2023-11-02).

“the Company entered into Amendment No. 1 (the “First Amendment”), dated as of November 2, 2023, to the Amended and Restated Credit and Guaranty Agreement”

Playboy, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).

“November 3, 2023, the Company received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the prior thirty consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until May 1, 2024, to regain compliance. The letter states that the Nasdaq staff will p”

Playboy, Inc. terminated Product License Agreement with New Handong Investment (Guangdong) Company Ltd. valued at Certain guaranteed, net retail and net wholesale royalties (effective 2023-10-27).

“On October 27, 2023, Playboy Enterprises International, Inc. (“PEII”), a wholly-owned subsidiary of PLBY Group, Inc. (the “Company”), notified New Handong Investment (Guangdong) Company Ltd. (“Licensee”) that PEII was terminating, as of such date, that certain Product License Agreement, effective as of December 6, 2019, with Licensee (as amended, modified and supplemented, the “Agreement”).”

Marc Crossman changed role as Principal Accounting Officer at Playboy, Inc..

“Effective as of Mr. Beuting’s departure, Marc Crossman will assume the responsibility of the Company’s principal accounting officer, in addition to his current positions as Chief Financial Officer and Chief Operating Officer of the Company.”

Florus Beuting resigned as Chief Accounting Officer at Playboy, Inc..

“On October 9, 2023, Florus Beuting, Chief Accounting Officer of PLBY Group, Inc. (the “Company”), informed the Company of his intent to resign from his position with the Company and all of its subsidiaries, effective as of the end of business on November 3, 2023, to pursue another opportunity.”

Playboy, Inc. entered into Stock Purchase Agreement with LV Holding, LLC valued at $13,491,000 in cash (effective 2023-10-03).

“On October 3, 2023, PLBY Group, Inc.’s (the “Company”) wholly-owned subsidiaries, Playboy Enterprises, Inc. (“Seller”) and TLA Acquisition Corp. (“TLA”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with LV Holding, LLC (“Buyer”) for the sale of TLA and its Lovers business.”

Playboy, Inc. reported financial results for second quarter ended June 30, 2023.

“On August 9, 2023, PLBY Group, Inc. (the “Company”) issued a press release announcing its financial results for the Company’s second fiscal quarter ended June 30, 2023.”

Playboy, Inc. shareholders approved Non-binding advisory vote to approve compensation of named executive officers at the 2023-06-15 meeting.

“Say on Pay: For Against Abstain Broker Non-Votes Non-binding advisory vote to approve compensation of named executive officers 28,143,334 6,859,244 390,973 14,787,964”

Playboy, Inc. shareholders approved Ratification of the appointment of BDO USA, LLP as independent registered public accountants at the 2023-06-15 meeting.

“Ratification of Auditors: For Against Abstain Ratification of the appointment of BDO USA, LLP as independent registered public accountants 45,259,735 4,608,281 313,499”

Playboy, Inc. shareholders approved Election of Class III directors at the 2023-06-15 meeting.

“On June 15, 2023, PLBY Group, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote on the following three proposals, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2023: 1. To elect two Class III directors (Tracey Edmonds and James Yaffe) to the Company’s Board of Directors; 2. To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and 3. To hold a non-binding, advisory vote to approve the compensation of the Company’s named executive officers (“Say on Pay”).”

Playboy, Inc. reported first quarter ended March 31, 2023 results: revenue $51.4 million, net income $37.7 million.

“First Quarter 2023 Financial Highlights • Revenue for the first quarter of 2023 (Q1’23) was $51.4 million and, on a constant currency basis, would have been $52.0 million. • Net loss was $37.7 million and adjusted EBITDA loss was $10.8 million, which included $6.7 million of losses related to Yandy, Playboy e-commerce, inventory write-downs and the deferral of revenue related to cash collections from China given contract renegotiations.”

Playboy, Inc. amended Amendment No. 5 to the Credit and Guaranty Agreement with Acquiom Agency Services LLC valued at Amendment to permit sale of Yandy and allow proceeds not to prepay loans (effective 2023-04-04).

“On April 4, 2023, PLBY Group, Inc. (the “Company”) entered into Amendment No. 5 to the Credit and Guaranty Agreement (the “Fifth Amendment”), dated as of May 25, 2021 (as previously amended on August 11, 2021, August 8, 2022, December 6, 2022 and February 17, 2023, the “Existing Credit Agreement”, and as further amended by the Fifth Amendment), by and among the Company, Playboy Enterprises, Inc., the subsidiary guarantors party thereto, the lenders party thereto, and Acquiom Agency Services LLC, as the administrative agent and the collateral agent, to amend the terms of the Existing Credit Agreement to permit, among other things, the sale (the “Yandy Sale”) of the Company’s wholly-owned subsidiary, Yandy Enterprises, LLC (“Yandy”), and that the proceeds of such sale not be required to prepay the loans under the Existing Credit Agreement; provided that at least 30% of the consideration for the Yandy Sale is paid in cash.”

Lance Barton changed role as Chief Financial Officer at Playboy, Inc..

“As a result of Mr. Crossman’s succession as Chief Financial Officer, Mr. Barton will serve as a strategic advisor of the Company to assist with an orderly transition until his previously disclosed departure.”

Marc Crossman was appointed as Chief Financial Officer and Chief Operating Officer at Playboy, Inc..

“On March 22, 2023, PLBY Group, Inc. (the “Company”) appointed Marc Crossman as Chief Financial Officer and Chief Operating Officer of the Company, effective as of March 22, 2023 (the “Effective Date”).”

Lance Barton departed as Chief Financial Officer at Playboy, Inc..

“On March 16, 2023, PLBY Group, Inc. (the “Company”) announced that Lance Barton, the Company’s Chief Financial Officer, will depart from his roles at the Company and its subsidiaries by June 30, 2023.”

Playboy, Inc. amended Amendment No. 4 to the Credit and Guaranty Agreement with Acquiom Agency Services LLC valued at The fourth amendment modifies the Existing Credit Agreement to, among other things, require mandator (effective 2023-02-17).

“On February 17, 2023, PLBY Group, Inc. (the “Company”) entered into Amendment No. 4 to the Credit and Guaranty Agreement (the “Fourth Amendment”), dated as of May 25, 2021 (as previously amended on August 11, 2021, August 8, 2022 and December 6, 2022, the “Existing Credit Agreement”, and as further amended by the Fourth Amendment), by and among the Company, Playboy Enterprises, Inc., the subsidiary guarantors party thereto, the lenders party thereto, and Acquiom Agency Services LLC, as the administrative agent and the collateral agent, to amend the terms of the Existing Credit Agreement to, among other things: (i) require that the mandatory prepayment of 80% of the Company’s offering proceeds apply only to the Company’s recent $50 million rights offering (thereby reducing the applicable prepayment cap to $40 million), (ii) require an additional $5 million prepayment by the Company as a condition to completing the Fourth Amendment, and (iii) reduce the prepayment threshold for waiving t”

Playboy, Inc. entered into Standstill Agreement with Rizvi Opportunistic Equity Fund, L.P., Rizvi Opportunistic Equity Fund (TI), L.P., Rizvi Opportunistic Equity Fund I-B, L.P., Rizvi Opportunistic Equity Fund I-B (TI), L.P., Rizvi Opportunistic Equity Fund II, L.P., Rizvi Traverse Partners LLC, Rizvi Traverse Partners II, LLC and RT-ICON FF LLC (col (effective 2023-01-30).

“On January 30, 2023, PLBY Group, Inc. (the “Company”) entered into a standstill agreement (the “Standstill Agreement”) with Rizvi Opportunistic Equity Fund, L.P., Rizvi Opportunistic Equity Fund (TI), L.P., Rizvi Opportunistic Equity Fund I-B, L.P., Rizvi Opportunistic Equity Fund I-B (TI), L.P., Rizvi Opportunistic Equity Fund II, L.P., Rizvi Traverse Partners LLC, Rizvi Traverse Partners II, LLC and RT-ICON FF LLC (collectively, “RTM”) in connection with the Company’s previously announced rights offering.”

Playboy, Inc. entered into Securities Purchase Agreement with purchasers led by Michael Serruya at Serruya Private Equity and Broadband Capital Investments valued at up to $25 million (effective 2023-01-18).

“On January 18, 2023, PLBY Group, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”) with purchasers led by Michael Serruya at Serruya Private Equity and Broadband Capital Investments (the “ Purchasers ”) for the sale of up to $25 million of shares of common stock of the Company”

Playboy, Inc. amended Amendment No. 3 to the Credit and Guaranty Agreement with Acquiom Agency Services LLC valued at Amendment to credit agreement providing for waiver of Total Net Leverage Ratio covenant for Q4 2022, (effective 2022-12-06).

“Item 1.01 Entry into a Material Definitive Agreement. On December 6, 2022, PLBY Group, Inc. (the “Company”) entered into Amendment No. 3 to the Credit and Guaranty Agreement (the “Third Amendment”), dated as of May 25, 2021 (as previously amended on August 11, 2021 and August 8, 2022, the “Existing Credit Agreement”, and as further amended by the Third Amendment), by and among the Company, Playboy Enterprises, Inc., the subsidiary guarantors party thereto, the lenders party thereto, and Acquiom Agency Services LLC, as the administrative agent and the collateral agent, to amend the terms of the Existing Credit Agreement to, among other things, provide for: (i) the waiver of the Total Net Leverage Ratio (as defined in the Third Amendment) covenant for the fourth quarter of 2022; (ii) a mandatory prepayment by the Company of $25 million on or before December 30, 2022; (iii) the ability of the Company to voluntarily prepay an additional $5 million by March 1, 2023 (the “23Q1 Payment”) t”

Playboy, Inc. reported third quarter ended September 30, 2022 results: revenue $63.6 million, net income $264.7 million.

“Third Quarter 2022 Financial Highlights • Revenue grew 9% year-over-year, to $63.6 million.”

Juliana F. Hill was appointed as Class II Director and Chairperson of Audit Committee at Playboy, Inc..

“On March 28, 2022, the Board of Directors (the “Board”) of PLBY Group, Inc. (the “Company”) appointed Juliana F. Hill, effective immediately, (i) as a Class II director to fill a vacancy on the Board, and (ii) to serve as the Chairperson of the Board’s Audit Committee and as a member of the Compensation Committee and the Corporate Governance and Nominating Committee of the Board.”