Playboy, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 1.01 Entry into a Material Definitive Agreement.

Stock Repurchase Agreement

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. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Repurchase Agreement.

The 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.

The 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.

All 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.