Playboy, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

Playboy, Inc. (formerly known as PLBY Group, Inc. from February 10, 2021 through June 24, 2025, the “Company”, “we”, “our” or “us”), together with its subsidiaries through which it conducts business, is a global lifestyle, media and licensing company marketing the Playboy brand through a wide range of direct-to-consumer products, Playboy magazine, licensing initiatives, digital subscriptions and content, and online and location-based entertainment, in addition to the sale of direct-to-consumer products through its Honey Birdette brand.

Basis of Presentation

The interim condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

Principles of Consolidation

The interim condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and a variable interest entity of which we are the primary beneficiary (see Note 9, Variable Interest Entity). Intercompany accounts and transactions have been eliminated in consolidation. The Company follows a monthly reporting calendar, with its fiscal year ending on December 31.

Unaudited Interim Condensed Consolidated Financial Statements

The interim condensed consolidated balance sheet as of September 30, 2026, and the interim condensed consolidated statements of operations, comprehensive income (loss), and equity for the three and nine months ended September 30, 2026 and 2025, as well as cash flows for the nine months ended September 30, 2026 and 2025 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of our financial position as of September 30, 2026, our results of operations for the three and nine months ended September 30, 2026 and 2025 and our cash flows for the nine months ended September 30, 2026 and 2025. The financial data and other financial information disclosed in these notes to the interim condensed consolidated financial statements related to the three and nine-month periods are also unaudited. The interim condensed consolidated results of operations for the nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future annual or interim period. The interim condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date. These interim condensed consolidated financial statements should be read in conjunction with our audited financial statements included in the Annual Report on Form 10-K as filed by us with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2026.

Reclassifications

Certain prior period amounts in the condensed consolidated statement of cash flows, Note 3, Revenue Recognition, and Note 18, Segments, have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported consolidated net revenues, operating loss, net loss or stockholders’ equity.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

We regularly assess these estimates, including, but not limited to, valuation of our trademarks and trade names; valuation of our contingent consideration liabilities (fully settled in the third quarter of 2026); valuation of our income taxes; the adequacy of reserves associated with accounts receivable and inventory; unredeemed gift cards and store credits; licensing commission accruals; and assessment of the consolidation of any variable interest entities. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to the financial position and results of operations.

Concentrations of Business and Credit Risk

We maintain certain cash balances in excess of Federal Deposit Insurance Corporation insured limits. We periodically evaluate the credit worthiness of the financial institutions with which we maintain cash deposits. We have not experienced any losses in such accounts and do not believe that there is any material credit risk to our cash. Concentration of credit risk with respect to accounts receivable is limited due to the wide variety of customers to whom our products are sold and/or licensed, with the exception of the customers described in the table below.

The following table represents revenue from our customers exceeding 10% of our total revenue for the three and nine months ended September 30, 2026 and 2025:

The following table presents customers whose receivables exceeded 10% of our total receivables as of September 30, 2026 and December 31, 2025:

Receivables increased to $10.2 million as of September 30, 2026, from $4.1 million as of December 31, 2025, primarily due to minimum guaranteed royalty installments billed in 2026 by our China licensing business, which is operated through the New China JV (as defined in Note 9, Variable Interest Entity), that were outstanding as of September 30, 2026, including amounts billed to Customer E. Refer to Note 9, Variable Interest Entity, for additional information.

Restricted Cash

At September 30, 2026 and December 31, 2025, our restricted cash primarily related to a cash collateralized letter of credit we maintained in connection with the lease of our Los Angeles headquarters, a cash collateralized letter of credit in relation to the lease of office space in Miami Beach, and Honey Birdette’s term deposit in relation to its Sydney office lease.

Liquidity Assessment

As our financial performance continues to improve, so does the overall health of the business. Our net revenues for the three and nine months ended September 30, 2026 increased by $2.7 million, or 9.4%, and $7.2 million, or 8.3%, respectively, compared with the corresponding periods of 2025. Operating income was $4.0 million and $5.3 million for the three and nine months ended September 30, 2026, respectively, compared with operating income of $1.4 million and an operating loss of $10.8 million for the three and nine months ended September 30, 2025, respectively. As of September 30, 2026, we had approximately $29.7 million in unrestricted cash and cash equivalents. We continue to expect our capital expenditures and working capital requirements in 2026 to be largely consistent with 2025.

As of September 30, 2026, we were in compliance with the covenants under our senior secured credit agreement (the “A&R Credit Agreement”). However, due to ongoing negative macroeconomic factors and their uncertain impacts on our business, results of operations and cash flows, we could experience material decreases to net revenues and operating cash flows and materially higher operating losses, and we could then experience difficulty remaining in compliance with such covenants. Refer to Note 8, Debt, for further details regarding the terms of our A&R Credit Agreement and the term loans thereunder.

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Although consequences of ongoing macroeconomic uncertainty could adversely affect our liquidity and capital resources in the future, and cash requirements may fluctuate based on the timing and extent of many factors, such as those discussed above, we believe our existing sources of liquidity will be sufficient to meet our obligations as they become due under the A&R Credit Agreement and our other obligations for at least one year following the date of the filing of this Quarterly Report on Form 10-Q. We may seek additional equity or debt financing in the future to satisfy capital requirements, respond to adverse changes in our circumstances or unforeseen events, or fund growth opportunities. However, in the event that additional financing is required from third-party sources, we may not be able to raise it on acceptable terms or at all.

Advertising Costs

We expense advertising costs as incurred. Advertising expenses were $1.2 million for each of the three months ended September 30, 2026 and 2025, and $3.8 million and $3.4 million for the nine months ended September 30, 2026 and 2025, respectively.

Gift Card Liabilities

We account for gift cards sold to customers by recording a liability in other current liabilities and accrued expenses in our condensed consolidated balance sheets at the time of sale, which is recognized as revenue when redeemed or when we have determined the likelihood of redemption to be remote, which is referred to as gift card breakage. Depending on the jurisdiction in which we operate, gift cards sold to customers have expiration dates ranging from three tofive years from the date of sale, or they do not expire and may be subject to escheatment rights. Our gift card liability totaled $1.5 million, $1.6 million and $1.7 million as of September 30, 2026, December 31, 2025 and December 31, 2024, respectively. Revenues recognized from unredeemed gift card beginning balances were immaterial for the nine months ended September 30, 2026 and 2025.

Variable Interest Entity

A variable interest entity (“VIE”) is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support, or is structured such that its equity holders do not have power over the activities of the entity; have voting rights, as a group, that are not proportionate to their economic interests; or are not exposed to the residual losses or benefits of the entity. At the inception of a contractual agreement, we determine whether we hold a variable interest in a legal entity that is a VIE and whether we are the primary beneficiary of the VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. If we conclude we are the primary beneficiary of a VIE, we consolidate the accounts of that VIE. We regularly review and reconsider previous conclusions regarding whether we hold a variable interest in a potential VIE, the status of an entity as a VIE, and whether we are the primary beneficiary of a VIE.

Long-Lived Assets

The carrying amounts of long-lived assets, including property and equipment, stores, acquired definite-lived intangible assets and right-of-use operating lease assets are periodically reviewed for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Refer to Note 2, Fair Value Measurements, for impairment charges recognized in the 2025 periods. There wereno impairment charges of our long-lived assets during the three and nine months ended September 30, 2026.

In the second quarter of 2026, we decided to cease selling our artwork, which had been classified as held for sale since the fourth quarter of 2023. The artwork was reclassified to held and used at its carrying amount of $3.1 million and is included in other noncurrent assets as of September 30, 2026. The reclassification had no effect on our results of operations.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income (loss). Our other comprehensive income (loss) represents foreign currency translation adjustments primarily attributable to Honey Birdette’s operations. Refer to the Condensed Consolidated Statements of Comprehensive Income (Loss). Total foreign currency transaction gains, net were $0.6 million and $1.6 million for the three and nine months ended September 30, 2026, respectively. Total foreign currency transaction gains, net were $0.4 million and $1.3 million for the three and nine months ended September 30, 2025, respectively.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under such ASU, public entities must annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU is effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. We adopted this ASU on a retrospective basis as of December 31, 2025, and prior period income tax disclosures have been updated to conform to the new requirements. The adoption of this ASU did not have a material impact on our condensed consolidated financial statements; however, our income tax disclosures have been expanded. Refer to Note 15, Income Taxes, for further information.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient that allows an entity, when estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codifications (“ASC”) 606, to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. We adopted ASU 2025-05 on January 1, 2026 on a prospective basis and elected the practical expedient. The adoption of ASU 2025‑05 has not had a material impact on our condensed consolidated financial statements.

Accounting Pronouncements Issued but Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses. An entity’s share of earnings or losses from investments accounted for under the equity method is not a relevant expense caption that requires disaggregation. Such ASU’s amendments are effective for all public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. We are currently evaluating the anticipated impact of this pronouncement on our disclosures and our condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal‑Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal‑Use Software. The ASU is intended to modernize and clarify the accounting for internal-use software, including updates to the capitalization guidance that removes references to project stages and replaces them with the concept of a probable-to-complete recognition threshold. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and early adoption is permitted as of the beginning of an annual period. We are currently evaluating the anticipated impact of this pronouncement on our disclosures and our condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), which is intended to improve the navigability of the required interim disclosures and clarifies when the guidance is applicable, as well as provides additional guidance on what disclosures should be provided in interim reporting periods. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. We are currently evaluating the anticipated impact of this pronouncement on our disclosures and our condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which is intended to address suggestions received from stakeholders regarding ASC and makes other incremental improvements to GAAP. The update represents changes to the ASC that clarify, correct errors in, or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Entities will be required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the anticipated impact of this pronouncement on our disclosures and our condensed consolidated financial statements.

2. Fair Value Measurements

For cash equivalents, receivables and certain other current assets and liabilities at September 30, 2026 and December 31, 2025, the carrying amounts approximate fair value due to their short-term nature.

For debt, based upon the terms of our senior secured credit facility, including amendments through 2026, we believe that the carrying amount of its principal, including capitalized paid-in-kind interest, at September 30, 2026 and December 31, 2025 approximates fair value, as our debt bears interest at variable rates that reprice to current market rates frequently, and such debt is classified within Level 2 of the fair value hierarchy. Refer to Note 8, Debt, for further information.

Liabilities Measured and Recorded at Fair Value on a Recurring Basis

As of September 30, 2026, we hadno assets or liabilities measured at fair value on a recurring basis. As of December 31, 2025, our only such liability was the $0.6 million contingent consideration liability related to our 2021 acquisition of GlowUp Digital Inc. (“GlowUp”), which was classified as Level 3 in the fair value hierarchy.

The GlowUp contingent consideration liability represented the portion of the GlowUp purchase price that was held back to cover potential indemnification obligations of the sellers. In July 2026, the holdback was released in full, and the liability was settled through the release of 249,116 shares of our common stock and aggregate cash payments of $0.2 million.

The following table provides a roll-forward of the fair value of the liabilities categorized as Level 3 for the nine months ended September 30, 2026 (in thousands):

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

In addition to liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis. Generally, our non-financial instruments, which primarily consist of goodwill, intangible assets, right-of-use assets, and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis, whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial instruments are assessed for impairment and, if applicable, written-down to and recorded at fair value, considering market participant assumptions.

During the nine months ended September 30, 2025, we recorded impairment charges of $1.5 million on our right-of-use assets related to our corporate leases and wrote off certain of our property and equipment items in the amount of $0.4 million as a result of our decision to sublease certain of our corporate office space. During the three and nine months ended September 30, 2025, we also recognized impairment charges of $0.2 million and $0.5 million, respectively, to write down our artwork, then classified as held for sale, to its fair value less costs to sell, measured using Level 2 inputs consisting of recent auction prices for similar works of art. There wereno impairment charges on our long-lived and indefinite-lived assets during the three and nine months ended September 30, 2026.

3. Revenue Recognition

Contract Balances

Our contract assets relate to our trademark licensing revenue stream, which arrangements are typically long-term and non-cancelable. Contract assets are reclassified to accounts receivable when the right to bill becomes unconditional. Our contract liabilities consist of billings or payments received in advance of revenue recognition and are recognized as revenue when transfer of control to customers has occurred. Contract assets and contract liabilities are netted on a contract-by-contract basis. Contract liabilities are classified as deferred revenue in the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025.

The following table summarizes our contract assets and certain contract liabilities (in thousands):

The following tables provide a roll-forward of our contract liabilities, net (in thousands):

Future Performance Obligations

As of September 30, 2026, unrecognized revenue attributable to unsatisfied and partially unsatisfied performance obligations under our long-term contracts was $326.0 million, of which $324.0 million related to trademark licensing, including minimum guaranteed royalties from licensed digital operations per the LMA, $1.6 million pertained to December 31, 2024 deferred revenue balances from our legacy digital subscriptions and products operations and $0.4 million related to direct-to-consumer products.

Unrecognized revenue of the trademark licensing revenue stream is expected to be recognized over the next 14 years, of which 49% is expected to be recognized in the first five years. Such unrecognized revenue does not include variable consideration determined based on the customer’s subsequent sale or usage. Unrecognized revenue of our prior digital subscriptions and products operations, which pertains to related deferred revenue balances as of December 31, 2024, will be recognized over the next four years, of which 62% is expected to be recognized in the first year.

Disaggregation of Revenue

The following table disaggregates revenue by type (in thousands):

The following table disaggregates revenue by point in time versus over time (in thousands):

4. Inventory, Net

As of September 30, 2026 and December 31, 2025, our inventory, net, was comprised of merchandise finished goods and is stated at the lower of cost (specific cost and first-in, first-out) and net realizable value. Reserves for slow-moving and obsolete inventory amounted to $3.7 million and $3.3 million as of September 30, 2026 and December 31, 2025, respectively.

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

6. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

The aggregate depreciation expense related to property and equipment, net was $0.4 million and $0.3 million for the three months ended September 30, 2026 and 2025, respectively, and $1.4 million and $1.2 million for the nine months ended September 30, 2026 and 2025, respectively.

7. Other Current Liabilities and Accrued Expenses

Other current liabilities and accrued expenses consisted of the following (in thousands):

8. Debt

The following table sets forth our debt (in thousands):

Term Loan

Refer to Note 9, Debt, within the notes to our audited consolidated financial statements set forth in our Annual Report on Form 10-K, filed with the SEC on March 16, 2026, for details regarding our A&R Credit Agreement for periods prior to the third quarter of 2025.

On August 11, 2025, we entered into Amendment No. 5 to the A&R Credit Agreement (the “A&R Fifth Amendment”). The A&R Fifth Amendment revised the definition of Consolidated EBITDA in the A&R Credit Agreement to allow for $2.4 million of non-cash rent expense related to our Miami Beach office lease to be added back when calculating such Consolidated EBITDA for applicable periods. The other terms of the A&R Credit Agreement prior to the A&R Fifth Amendment remained substantively unchanged.

On November 10, 2025, we entered into Amendment No. 6 to the A&R Credit Agreement (the “A&R Sixth Amendment”). The A&R Sixth Amendment, among other things, (i) extended the maturity of the A&R Credit Agreement to May 25, 2028, (ii) provided that the cash interest rate would be reduced by 0.15% or 0.50% in the event of certain prepayments of $25.0 million and $50.0 million, respectively (neither of which occurred), and (iii) provided that upon the first such prepayment made on the terms and conditions set forth in the A&R Sixth Amendment, the total net leverage ratio would be set at 9.00:1.00 for the quarter ending June 30, 2026, and step down over time until the ratio reaches 7.25:1.00 for the quarter ending December 31, 2027 and any subsequent quarter. The other terms of the A&R Credit Agreement prior to the A&R Sixth Amendment remained substantively unchanged.

On February 9, 2026, we entered into Amendment No. 7 to the A&R Credit Agreement (the “A&R Seventh Amendment”) to, substantially concurrently with the New China JV Initial Closing, amend the terms of the A&R Credit Agreement, to, among other things: (i) permit the New China JV transactions, (ii) permit the contribution of certain intellectual property from us to the New China JV at the second closing pursuant to the Purchase Agreement, and (iii) provide for additional representations, covenants, and mandatory prepayments of our loans under the A&R Credit Agreement (including the entire $45.0 million Purchase Price and an additional $6.666 million from us). Refer to Note 9, Variable Interest Entity, below for definitions of capitalized terms used in, but not defined in, this paragraph.

We performed an assessment of the A&R Seventh Amendment, on a lender-by-lender basis, and accounted for the transaction as a debt modification. As a result of the A&R Seventh Amendment, fees of $0.3 million were expensed as incurred and recorded in other income, net in our condensed consolidated statements of operations for the first quarter of 2026. Fees of $0.2 million paid to or on behalf of the lenders in connection with the A&R Seventh Amendment were recorded as a reduction of the unamortized debt premium and are being amortized as an adjustment to interest expense over the remaining term of the A&R Term Loans (as defined below).

Concurrently with entering into the Repurchase Agreement, defined and described in Note 10, Stockholders’ Equity, we also entered into Amendment No. 8 to the A&R Credit Agreement (the “A&R Eighth Amendment”) to obtain lender consent for the Repurchase Agreement and related transactions. Refer also to Note 17, Related Party Transactions, for additional details. The A&R Eighth Amendment did not modify the pricing, maturity, or financial covenants of the A&R Credit Agreement. Costs incurred in connection with the A&R Eighth Amendment were immaterial.

The stated interest rate of each of Tranche A and Tranche B of the term loans under the A&R Credit Agreement (the “A&R Term Loans”) as of September 30, 2026 was 10.42%. The stated interest rate of each of Tranche A and Tranche B of the A&R Term Loans as of December 31, 2025 was 10.08%. The effective interest rate of Tranche A and Tranche B of the A&R Term Loans as of September 30, 2026 was 2.93% and 5.74%, respectively. The effective interest rate of Tranche A and Tranche B of the A&R Term Loans as of December 31, 2025 was 3.88% and 6.34%, respectively.

Beginning with the interest period that commenced on June 26, 2026, interest on the A&R Term Loans is payable quarterly in arrears pursuant to the terms of the A&R Credit Agreement. Accordingly, no interest was paid during the three months ended September 30, 2026, and accrued interest of $3.8 million for the period from June 26, 2026 through September 27, 2026 was paid in October 2026.

We were in compliance with applicable financial covenants under the terms of the A&R Credit Agreement and its amendments as of September 30, 2026 and December 31, 2025.

As of September 30, 2026, the entire $144.9 million principal amount of our A&R Term Loans is due at maturity on May 25, 2028, subject to $36.666 million of mandatory prepayments required under the A&R Seventh Amendment, consisting of $18.333 million upon the completion of each of the second and third closings of the New China JV, which are contingent on UTG’s payment of the related Purchase Price (as defined in Note 9, Variable Interest Entity). As the second closing is required to occur on or before January 4, 2027, the related $18.333 million mandatory prepayment is classified as long-term debt, current portion, in our condensed consolidated balance sheet as of September 30, 2026.

9. Variable Interest Entity

On February 9, 2026, we entered into a share purchase agreement (the “Purchase Agreement”) with UTG to form a new joint venture for the Playboy licensing business in China, Hong Kong and Macau (the “New China JV”), in which UTG will ultimately acquire a 50% interest for an aggregate purchase price of $45.0 million (the “Purchase Price”), payable across three closings. At the initial closing on March 20, 2026 (the “New China JV Initial Closing”), we received $15.0 million and UTG acquired a 16.67% interest in the New China JV, while we owned the remaining 83.33% as of the New China JV Initial Closing and at September 30, 2026. UTG will acquire additional interests for $15.0 million at each of the second and third closings, on or before January 4, 2027 and January 4, 2028, respectively. The Purchase Price proceeds are required to be applied to repay our senior secured debt, of which $15.0 million was repaid in the first quarter of 2026 (see Note 8, Debt). UTG operates the New China JV’s licensing business.

The New China JV is required to pay us minimum distributions totaling $67.0 million through 2033 ($10.0 million in 2026, $9.0 million in 2027 and $8.0 million in each year from 2028 through 2033), in each case payable semi-annually. UTG is required to contribute to the New China JV any shortfall in funds available for such distributions from the New China JV itself (the “Noncontrolling Interest Capital Contribution”). Noncontrolling Interest Capital Contributions totaled $3.4 million for the nine months ended September 30, 2026, of which $2.4 million was received in April 2026 and $1.0 million was recognized in the third quarter of 2026 and received in October 2026. The $1.0 million receivable from UTG is included in prepaid expenses and other current assets as of September 30, 2026, with a corresponding increase in additional paid-in capital.

Brand Support Services Agreement (BSSA)

Under the BSSA, UTG pays us for brand support services up to $4.0 million in each of the first two contract years and $2.0 million in the third contract year. In the first quarter of 2026, UTG advanced the $4.0 million for the first contract year. We applied $1.3 million and $2.6 million of the advance against cost of sales, and $0.2 million and $0.4 million against selling and administrative expenses, for the three and nine months ended September 30, 2026, respectively. The unapplied $1.0 million is included in other current liabilities and accrued expenses as of September 30, 2026.

Consolidation and Noncontrolling Interest

The New China JV is a VIE of which we are the primary beneficiary, and we have consolidated it since the New China JV Initial Closing. We are the primary beneficiary because, through our majority ownership interest, we have the power to direct the activities that most significantly impact the New China JV’s economic performance, and, through our 83.33% equity interest and our right to the minimum distributions, we have the obligation to absorb losses of, and the right to receive benefits from, the New China JV that could potentially be significant to it. Because UTG bears any shortfalls in the minimum distributions required to be paid to us from the New China JV, profits are not shared in proportion to ownership, and we attribute net income or loss to the noncontrolling interest using the hypothetical liquidation at book value method. No earnings will be allocated to the noncontrolling interest until we have received the $67.0 million of minimum distributions we are entitled to pursuant to the New China JV’s governing agreements. Accordingly, no net income or loss was attributed to the noncontrolling interest, and no distributions were made to UTG, for the three and nine months ended September 30, 2026. The assets of the New China JV can be used only to settle its obligations, and its creditors have no recourse to our general credit.

The New China JV’s assets and liabilities included in our condensed consolidated balance sheet as of September 30, 2026, after elimination of intercompany balances, were as follows (in thousands):

The New China JV’s net revenues and net income included in our condensed consolidated statements of operations were $4.4 million and $4.3 million for the three months ended September 30, 2026, respectively, and $7.4 million and $7.1 million for the period from the New China JV Initial Closing through September 30, 2026, respectively, all of which was attributable to the Company.

10. Stockholders’ Equity

Common Stock

The holders of our common stock haveone vote for each share of common stock. Common stockholders are entitled to dividends when, as, and if declared by our Board of Directors (the “Board”). As of September 30, 2026, no dividends had been declared by the Board.

On June 16, 2025, our stockholders authorized an increase in the number of authorized shares of common stock of the Company from 150,000,000 to 400,000,000. The increase in our authorized shares of common stock did not impact the number of our issued or outstanding shares of common stock. Our common stock reserved for future issuance consisted of the following as of the dates indicated:

On February 23, 2026, we increased the availability under our previously registered and announced at-the-market offering (the “ATM”) to $200 million worth of our common stock. During the three months ended September 30, 2026, we sold a total of 281,789 shares under the ATM for net proceeds of $0.2 million. During the nine months ended September 30, 2026, we sold 3,666,783 shares of our common stock under the ATM for net proceeds of $5.5 million. As of September 30, 2026, we had $194.1 million of remaining capacity under the ATM.

Share Repurchase from Our Primary Lender and Its Affiliates

On June 18, 2026, we entered into a stock repurchase agreement (the “Repurchase Agreement”) with certain sellers, all of whom are affiliates of Fortress Investment Group, to repurchase an aggregate of 16,589,531 shares of our common stock, for an aggregate purchase price of $17.4 million payable infour installments through December 31, 2026. During the nine months ended September 30, 2026, we repurchased 4,761,905 shares of common stock for $5.0 million in cash, consisting of 1,904,762 shares for $2.0 million on June 18, 2026 and 2,857,143 shares for $3.0 million on August 24, 2026. We are contractually obligated to settle the remaining installments in cash. Accordingly, a liability of $14.8 million was established at inception and presented as a liability pursuant to a stock repurchase agreement within current liabilities on our condensed consolidated balance sheet, with a corresponding reduction to additional paid-in capital, measured at the present value of the remaining amount payable. The liability is accreted to its settlement amount over the term of the Repurchase Agreement, with the accretion recognized as interest expense. Direct costs of $0.2 million, which were primarily legal fees incurred in connection with the stock repurchase, were recorded as a reduction to additional paid-in capital in our condensed consolidated balance sheet as of September 30, 2026.

We evaluated the Repurchase Agreement under ASC 480, Distinguishing Liabilities from Equity. The Repurchase Agreement is a freestanding financial instrument that obligates us to repurchase a fixed number of our own shares at a fixed price of $1.05 per share, with settlement required in cash. Accordingly, we classified the obligation to repurchase the shares remaining under the payment schedule as a liability in accordance with ASC 480-10-25-8, rather than as equity or as an off-balance-sheet commitment. Because both the amount payable and the settlement dates are fixed, the liability is measured at the present value of the amounts to be paid under the remaining installments and is subsequently accreted to its settlement amount through interest expense over the term of the agreement, using the interest rate implicit in the arrangement at inception, in accordance with ASC 480-10-35-3(a). The liability is not remeasured to fair value through earnings.

During the three months ended September 30, 2026, we repurchased 2,857,143 shares under the Repurchase Agreement for $3.0 million, which are held as treasury shares. Until purchased by us, the shares subject to the Repurchase Agreement remain owned by the sellers, who retain voting and dividend rights with respect to such shares.

In the event we do not satisfy the remaining repurchase obligations under the Repurchase Agreement, certain of our affiliated stockholders are obligated to satisfy such obligations pursuant to a backstop agreement. Under the Backstop Agreement, we pay the Backstop Purchasers (as such terms are defined in Note 17, Related Party Transactions) a fee equal to 5.0% of each installment that we fund ourselves, payable in shares of our common stock valued at $1.4736 per share. During the three months ended September 30, 2026, a backstop fee of $0.2 million was earned and settled through the issuance of 101,790 shares of common stock to the Backstop Purchasers.

Interest expense recognized in relation to the accretion of the repurchase liability under the Repurchase Agreement for the three and nine months ended September 30, 2026 was $0.4 million in each period. As of September 30, 2026, the carrying amount of the liability was $12.2 million, representing the present value of the remaining $12.4 million of contractually scheduled installment payments ($5.0 million due on or before November 1, 2026 and $7.4 million due on or before December 31, 2026) pursuant to the Repurchase Agreement. Refer to Note 17, Related Party Transactions, for additional information.

Subsequent to September 30, 2026, The Million S.a.r.l., one of the Backstop Purchasers, purchased directly from the sellers the shares comprising the installment due to be purchased by November 1, 2026 pursuant to the Repurchase Agreement. Refer to Note 19, Subsequent Events, for additional information.

11. Convertible Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock, with a par value of $0.0001 per share. Of the 5,000,000 authorized preferred shares,28,001 shares are designated as “Series B Convertible Preferred Stock”.

On November 13, 2024, pursuant to an exchange agreement, we issued an aggregate of 28,000.00001 shares of the Series B Convertible Preferred Stock, as consideration in exchange for approximately $6.4 million of Tranche A A&R Term Loans and approximately $58.9 million of Tranche B A&R Term Loans under that certain A&R Credit Agreement. For a more detailed summary of the terms of the Series B Convertible Preferred Stock, refer to Note 12, Preferred Stock, within the notes to our audited consolidated financial statements set forth in our Annual Report on Form 10-K filed with the SEC on March 16, 2026.

On January 29, 2025, we completed the conversion of 7,000 shares of the 28,000.00001 outstanding shares of Series B Convertible Preferred Stock into 3,784,688 shares of our common stock, at a conversion price of $1.84956 per share (the “Conversion”), in accordance with the terms of the Series B Convertible Preferred Stock. As a result of the Conversion, we reduced the number of shares of Series B Convertible Preferred Stock outstanding to 21,000.00001 shares. Holders of the Series B Convertible Preferred Stock had their shares converted to common stock on a pro rata basis.

On August 22, 2025, we completed the conversion of all remaining 21,000.00001 outstanding shares of Series B Convertible Preferred Stock into 12,439,730 shares of our common stock, at a conversion price of $1.74448 per share (the “Second Conversion”), in accordance with the terms of the Series B Convertible Preferred Stock. As a result of the Second Conversion, we no longer had any shares of preferred stock outstanding.

12. Stock-Based Compensation

As of September 30, 2026,28,844,301 shares of our common stock had been authorized for issuance under our 2021 Equity and Incentive Compensation Plan, as amended to include an increase of 10,000,000 shares approved by our stockholders on June 16, 2026, and 5,606,175 shares of our common stock were originally reserved for issuance under our 2018 Equity Incentive Plan.

Stock Option Activity

There was no stock option activity during the three and nine months ended September 30, 2026.

Restricted Stock Unit Activity

A summary of restricted stock unit (“RSU”) activity under our equity incentive plans is as follows:

The total fair value of RSUs that vested during the three months ended September 30, 2026 was approximately $1.1 million. There wereno RSUs that vested during the three months ended September 30, 2025. The total fair value of RSUs that vested during the nine months ended September 30, 2026 and 2025 was approximately $6.3 million and $4.8 million, respectively. We had 8,065 and 1,846,766 outstanding and fully vested RSUs that remained unsettled at September 30, 2026 and 2025, respectively, all of which were subsequently settled in 2026 and 2025, respectively. As such, they were excluded from outstanding shares of common stock but were included in weighted-average shares outstanding for the calculation of net income (loss) per share for the three and nine months ended September 30, 2026 and 2025.

Performance Stock Unit Activity

There was no performance-based restricted stock unit (“PSU”) activity under our equity incentive plans during the three and nine months ended September 30, 2026.

Stock-Based Compensation Expense

Stock-based compensation expense under our equity incentive plans during the three months ended September 30, 2026 and 2025 was $2.2 million and $1.1 million, respectively, and $5.9 million and $3.5 million during the nine months ended September 30, 2026 and 2025, respectively. All stock-based compensation expense was recorded in selling and administrative expenses in our condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025. At September 30, 2026, there wasno unrecognized stock-based compensation expense related to unvested stock options or PSUs, as all previously unvested and outstanding stock options and PSUs were fully vested as of September 30, 2026. At September 30, 2026, total unrecognized compensation cost related to unvested RSUs was $7.1 million and is expected to be recognized over the remaining weighted-average service period of 1.0 year.

13. Commitments and Contingencies

Leases

Lease cost associated with operating leases for thethree and nine months ended September 30, 2026 and 2025 is included in the table below. Finance leases and their related costfor thethree and nine months ended September 30, 2026 and 2025, were immaterial.

On August 11, 2025, through our wholly owned subsidiary, Playboy Enterprises, Inc., we entered into an operating lease (the “Lease”) with RK Rivani LLC (the “Landlord”) for approximately 20,169 square feet of office space in Miami Beach, Florida.

In the second quarter of 2026, we amended the Lease to change the lease commencement date to January 1, 2027 and the expiration date to November 30, 2037. As we did not take possession of the office space as of September 30, 2026, it is not reflected in our condensed consolidated financial statements or in the tables below. The future undiscounted fixed non-cancelable payment obligation pertaining to the Lease is approximately $25.0 million.

On May 14, 2026, we entered into a new operating lease (the “Additional Lease”) with the Landlord for the remainder of the same floor as the Lease, comprising approximately 5,696 square feet, which commenced on May 1, 2026 and expires on November 30, 2037, subject totwo five-year renewal options. In addition to base rent under the Additional Lease, we are responsible for operating expenses and property taxes. In connection with the Additional Lease, the Landlord agreed to provide a tenant improvement allowance of $1.6 million, which reduced the right-of-use asset recognized upon commencement of the Additional Lease and was recorded as a receivable within prepaid expenses and other current assets on our condensed consolidated balance sheet as of September 30, 2026. Refer to Note 5, Prepaid Expenses and Other Current Assets, for additional information. The future undiscounted lease payments under the Additional Lease are approximately $6.9 million.

During the second quarter of 2026, we terminated certain operating leases for Honey Birdette retail stores prior to their contractual expiration dates and derecognized $0.6 million of right-of-use assets and the related operating lease liabilities. The resulting net loss, recognized in other income, net, was immaterial.

As of September 30, 2026 and December 31, 2025, the weighted-average remaining term of our operating leases was 4.9 years and 3.9 years, respectively, and the weighted-average discount rate used to estimate the net present value of the operating lease liabilities was 9.3% and 8.2%, respectively. Cash payments for amounts included in the measurement of operating lease liabilities were $2.3 million and $2.2 million for the three months ended September 30, 2026 and 2025, respectively, and $6.7 million and $6.3 million for the nine months ended September 30, 2026 and 2025, respectively. Right-of-use assets obtained in exchange for new operating lease liabilities were $1.3 million and $2.2 million during the three months ended September 30, 2026 and 2025, respectively. Right-of-use assets obtained in exchange for new operating lease liabilities were $4.7 million and $2.8 million for the nine months ended September 30, 2026 and 2025, respectively.

Net lease cost recognized in our condensed consolidated statements of operations is summarized in the table below (in thousands):

Maturities of our operating lease liabilities as of September 30, 2026 were as follows (in thousands):

Future annual minimum lease payments that are contractually due to us from our sublease arrangements as of September 30, 2026 were as follows (in thousands):

Legal Contingencies

From time to time, we may have certain contingent liabilities that arise in the ordinary course of our business activities. We accrue a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount.

AVS Case

In March 2020, our subsidiary Playboy Enterprises International, Inc. (together with its subsidiaries, “PEII”) terminated its license agreement with a licensee, AVS Products, LLC (“AVS”), for AVS’s failure to make required payments to PEII under the agreement, following notice of breach and an opportunity to cure. On February 6, 2021, PEII received a letter from counsel to AVS alleging that the termination of the contract was improper, and that PEII failed to meet its contractual obligations, preventing AVS from fulfilling its obligations under the license agreement.

On February 25, 2021, PEII brought suit against AVS in Los Angeles Superior Court to prevent further unauthorized sales of Playboy-branded products and for disgorgement of unlawfully obtained funds. On March 1, 2021, PEII also brought a claim in arbitration against AVS for outstanding and unpaid license fees. PEII and AVS subsequently agreed that the claims PEII brought in arbitration would be alleged in the Los Angeles Superior Court case instead, and on April 23, 2021, the parties entered into and filed a stipulation to that effect with the court. On May 18, 2021, AVS filed a demurrer, asking for the court to remove an individual defendant and dismiss PEII’s request for a permanent injunction. On June 10, 2021, the court denied AVS’s demurrer. AVS filed an opposition to PEII’s motion for a preliminary injunction to enjoin AVS from continuing to sell or market Playboy-branded products on July 2, 2021, which the court denied on July 28, 2021.

On August 10, 2021, AVS filed a cross-complaint for breach of contract, breach of the implied covenant of good faith and fair dealing, quantum meruit and declaratory relief. As in its February 2021 letter, AVS alleges its license was wrongfully terminated and that PEII failed to approve AVS’ marketing efforts in a manner that was either timely or that was commensurate with industry practice. AVS is seeking to be excused from having to perform its obligations as a licensee, payment of the value for services rendered by AVS to PEII outside of the license, and damages to be proven at trial. The court heard PEII’s motion for summary judgment on June 6, 2023, and dismissedsix out of 10 of AVS’ causes of action. AVS’ contract-related claims remain to be determined at trial, which is scheduled for March 8, 2027. In addition, PEII filed a complaint against Sunrise Brands based on their participation in AVS’ misconduct, as well as their own direct misconduct. Both cases have been related together by the court and will be tried together, for both pretrial and trial purposes. While the AVS case is a material litigation, we are currently unable to estimate the range of reasonably possible loss, if any, related to this matter. We believe AVS’ remaining claims and allegations are without merit, and we will defend this matter vigorously.

14. Severance Costs

Severance and related employee benefits costs incurred during the three and nine months ended September 30, 2026 were immaterial. Severance costs are recorded in selling and administrative expenses in our condensed consolidated statements of operations, and in other current liabilities and accrued expenses in our condensed consolidated balance sheets.

The following is a reconciliation of the beginning and ending severance costs balances recorded in other current liabilities and accrued expenses in our condensed consolidated balance sheets (in thousands):

15. Income Taxes

For the three months ended September 30, 2026 and 2025, we had a provision for income taxes of $0.2 million and a benefit of $0.6 million, respectively, and an expense of $2.1 million and $1.4 million for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rate for the three months ended September 30, 2026 and 2025 was 9.8% and 560.0%, respectively, and 1,005.2% and (9.6)% for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rate for the three and nine months ended September 30, 2026 and 2025 differed from the U.S. statutory federal income tax rate of 21% primarily due to foreign withholding taxes and the release of the valuation allowance due to a reduction in net deferred tax liabilities of indefinite-lived intangibles.

The One Big Beautiful Bill Act of 2025 (the “2025 Tax Act”), enacted on July 4, 2025, made changes to U.S. corporate income taxes, including reinstating the option to claim the full amount of accelerated depreciation deductions on qualified property, with retroactive application beginning January 1, 2025, immediate expensing of domestic research and development costs, with retroactive application beginning January 1, 2025, and the calculation of the limitation for business interest using earnings before interest, taxes, depreciation and amortization, with retroactive application beginning January 1, 2025. We have evaluated such tax law changes to our consolidated financial position and results of operations for all applicable periods and concluded the 2025 Tax Act does not have a material impact on our condensed consolidated financial statements.

16. Net Income (Loss) Per Share

Basic and diluted net loss per share for the nine months ended September 30, 2026 and 2025 was $(0.02) and $(0.17), respectively, computed by dividing net loss by the weighted-average number of common shares outstanding, as the effect of potentially dilutive securities was anti-dilutive. The following table shows the computation of basic and diluted net income per common share for the three months ended September 30, 2026 (in thousands, except per share amounts):

Share Repurchase from Our Primary Lender and Its Affiliates

As discussed in Note 10, Stockholders’ Equity, we determined that our obligation to repurchase shares under the Repurchase Agreement is a liability under ASC 480, Distinguishing Liabilities from Equity. In accordance with ASC 480-10-45-4, all 16,589,531 shares subject to the Repurchase Agreement, including shares not yet repurchased and settled, have been excluded, on a weighted basis, from the weighted-average number of common shares outstanding used to compute basic and diluted income (loss) per share for the three and nine months ended September 30, 2026. Because the holders of such shares retain dividend rights until such shares are repurchased, we allocated $0.2 million of undistributed earnings to them under the two-class method for the three months ended September 30, 2026. No portion of the net loss for the nine months ended September 30, 2026 was allocated to them, as they have no contractual obligation to share in our losses.

The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net income (loss) per share due to their anti-dilutive effect:

17. Related Party Transactions

Transactions with Byborg

On November 5, 2024, The Million S.a.r.l. (a subsidiary of Byborg) completed the purchase of 14,900,000 shares of our common stock and became a significant stockholder of the Company as of such date. Thus, both The Million S.a.r.l. and Byborg, as well as their affiliates, are considered related parties of the Company.

In addition, on December 14, 2024, we entered into the LMA with Byborg, pursuant to which Byborg agreed to license the operation of our Playboy Plus, Playboy TV (online and linear) and Playboy Club digital businesses and to license the right to use certain Playboy trademarks and other intellectual property for related businesses and certain other categories. The LMA has an initial term of 15 years, with the operations and license rights pursuant to the LMA having commenced as of January 1, 2025. Pursuant to the LMA, we receive minimum guaranteed royalties of $20 million per year of the term, which are paid in installments during each year. In addition, per the terms of the LMA, Byborg prepaid the minimum guaranteed amount for the second half of year 15 of the initial term of the LMA, which was received in the third quarter of 2025. We are also entitled to receive excess royalties from the businesses licensed to and operated by Byborg, on the terms and conditions set forth in the LMA. We recognized $5.0 million of minimum guaranteed royalties as licensing revenue pursuant to the LMA during each of the three months ended September 30, 2026 and 2025, and we recognized $15.0 million of minimum guaranteed royalties as licensing revenue pursuant to the LMA during each of the nine months ended September 30, 2026 and 2025.

As of September 30, 2026, the remittances payable to Byborg totaled $3.5 million. Remittances payable to Byborg pursuant to the LMA as of December 31, 2025 were $2.8 million, the majority of which was paid in the first quarter of 2026. Refer to Note 19, Related Party Transactions, within the notes to our audited consolidated financial statements set forth in our Annual Report on Form 10-K, filed with the SEC on March 16, 2026, for additional details regarding our transition services agreement with Byborg (the “TSA”).

Transactions with Our Primary Lender and Its Affiliates

On January 29, 2025, we completed the conversion of 7,000 shares of the 28,000.00001 outstanding shares of our then-outstanding Series B Convertible Preferred Stock into 3,784,688 shares of our common stock, at a conversion price of $1.84956 per share in accordance with the terms of the Series B Convertible Preferred Stock. On August 22, 2025, we completed the conversion of all remaining 21,000.00001 outstanding shares of Series B Convertible Preferred Stock into 12,439,730 shares of our common stock, at a conversion price of $1.74448 per share, in accordance with the terms of the Series B Convertible Preferred Stock. As a result of such conversions, a total of 14,008,313 shares of common stock were issued to affiliates of our primary senior secured lender, and our primary senior secured lender and its affiliates became a related party of the Company. Refer to Note 11, Convertible Preferred Stock, for further information on our Series B Convertible Preferred Stock and its conversion resulting in the elimination of all outstanding shares of our Series B Convertible Preferred Stock as of August 22, 2025.

Total debt, net of unamortized debt issuance costs and debt premium, attributable to affiliates of our primary senior secured lender under the term loan described in Note 8, Debt, was $140.1 million and $158.0 million as of September 30, 2026 and December 31, 2025, respectively, of which $123.5 million and $156.6 million were classified as noncurrent as of September 30, 2026 and December 31, 2025, respectively. Accrued interest attributable to affiliates of our primary senior secured lender, which is included in other current liabilities and accrued expenses in our condensed consolidated balance sheets, was $3.6 million and $0.4 million as of September 30, 2026 and December 31, 2025, respectively. Beginning with the interest period that commenced on June 26, 2026, interest on the A&R Term Loans is payable quarterly in arrears, and the accrued interest as of September 30, 2026 was paid in October 2026.

The interest expense attributable to affiliates of our primary senior secured lender for the three and nine months ended September 30, 2026 was $2.0 million and $6.3 million, respectively. The interest expense recorded as attributable to affiliates of our primary senior secured lender for the period from August 22, 2025 (the date of the Second Conversion), when such affiliates became related parties, through September 30, 2025 was $0.7 million.

On June 18, 2026, we entered into the Repurchase Agreement with certain affiliates of our primary lender, pursuant to which we agreed to repurchase an aggregate of 16,589,531 shares of our common stock for an aggregate purchase price of $17.4 million, payable infour installments through December 31, 2026. During the nine months ended September 30, 2026, we repurchased 4,761,905 shares of common stock for $5.0 million in cash.

We are contractually obligated to settle the remaining installments in cash. Accordingly, a liability of $14.8 million was established at inception and is presented as a liability pursuant to a stock repurchase agreement on our condensed consolidated balance sheets, with a corresponding reduction to additional paid-in capital, measured at the present value of the remaining amount payable. As of September 30, 2026, the liability for the remaining installment obligations was $12.2 million, representing the present value of the remaining payments. We also incurred $0.2 million of legal fees in connection with the Repurchase Agreement, which were recorded as a reduction of additional paid-in capital in our condensed consolidated balance sheet as of September 30, 2026. Following completion of transactions contemplated by the Repurchase Agreement, the affiliates of our primary lender that are party to the Repurchase Agreement will cease being significant holders of our common stock. Refer to Note 10, Stockholders’ Equity, for further information about the Repurchase Agreement.

Transactions with Significant Stockholders / Director Affiliates

In connection with the Repurchase Agreement, on June 18, 2026, we entered into a backstop agreement (the “Backstop Agreement”) with Rizvi Master LLC, an affiliate of Rizvi Traverse Management, LLC and our director Suhail Rizvi, and The Million S.a.r.l., an affiliate of Byborg and our director György Gattyán (collectively, the “Backstop Purchasers”). Each of these parties is a significant stockholder of the Company, holding greater than 10% of our outstanding common stock, and each is an affiliate of a member of the Board. Accordingly, the Backstop Agreement constitutes a related party transaction.

Under the Backstop Agreement, the Backstop Purchasers are obligated, on a several and pro rata basis according to their respective percentage obligations (55.4946% for Rizvi Master LLC and 44.5054% for The Million S.a.r.l.), to purchase directly from the sellers, on the same terms and at the same fixed price of $1.05 per share, any shares that we do not purchase under the scheduled installments of the Repurchase Agreement. The backstop commitment excludes the $2.0 million installment paid by us at the initial closing under the Repurchase Agreement and terminates upon the earlier of satisfaction of the commitment, termination of the Repurchase Agreement, ortwelve months from the date of the Backstop Agreement. Each Backstop Purchaser’s participation is subject to a beneficial ownership cap of 29.99% of our outstanding common stock. As consideration for the backstop commitment, we are obligated to pay the Backstop Purchasers a fee equal to 5.0% of the committed amount that is not used to purchase shares, payable in shares of common stock (valued based on the volume-weighted average price for thefive trading days preceding the date of the Backstop Agreement) or, if such share settlement would cause a backstop purchaser to exceed the ownership cap, in cash. We have concluded that the backstop fee represents a direct and incremental cost of reacquiring our own shares and is accrued as a reduction to additional paid-in capital as the related shares are repurchased. During the three months ended September 30, 2026, a backstop fee of $0.2 million was earned and settled through the issuance of 101,790 shares of common stock to the Backstop Purchasers pursuant to the Backstop Agreement.

On October 26, 2026, the Backstop Agreement was amended to permit The Million S.a.r.l. to purchase directly from the sellers all 4,761,905 shares comprising the installment due on or before November 1, 2026, which it did. Refer to Note 19, Subsequent Events, for additional information.

Transactions with UTG

UTG is considered a related party of the Company as the noncontrolling interest holder in the New China JV, which is a consolidated variable interest entity of the Company, and as the operator of all aspects of our Playboy licensing business in China, Hong Kong and Macau. Refer to Note 9, Variable Interest Entity, for additional details.

18. Segments

As of September 30, 2026, we hadtwo reportable segments: Direct-to-Consumer and Licensing. The Direct-to-Consumer segment derives revenue from sales of consumer products sold directly to customers online or at brick-and-mortar stores through our lingerie business, Honey Birdette, with 48 stores inthree countries as of September 30, 2026. The Licensing segment derives revenue from trademark licenses for third-party consumer products and location-based entertainment businesses, minimum guaranteed royalties from licensing certain intellectual property and the operation of our Playboy Plus, Playboy TV (online and linear) and Playboy Club digital businesses to Byborg pursuant to the LMA.

The “All Other” column for the three and nine months ended September 30, 2026 includes amortization of deferred revenue balances related to the previously reported digital subscriptions and content operations that existed as of December 31, 2024 (prior to the LMA effective date of January 1, 2025), which will be recognized over the next four years.

The “All Other” column for the three and nine months ended September 30, 2025 includes amortization of deferred revenue balances related to our previously reported digital subscriptions and content operations that existed as of December 31, 2024 (prior to the LMA effective date of January 1, 2025), and the write-off of certain previously capitalized content expenses and transition expenses incurred pursuant to the TSA during the nine months ended September 30, 2025.

Revenues and expenses associated with Playboy magazine, sales of access to ouriPlayboy archives, events and sponsorships and revenue from paid voting for a contest in the third quarter of 2026 pursuant to a collaborative arrangement were not allocated to segments for the three and nine months ended September 30, 2026 and 2025, and were instead presented in our corporate revenue and expense allocations as activities associated with brand marketing and awareness.

Our Chief Executive Officer is our Chief Operating Decision Maker (“CODM”). Segment information is presented in the same manner that our CODM reviews the operating results in assessing performance and allocating resources. Consolidated operating income (loss) is the measure of segment operating profit (loss) most consistent with GAAP that is regularly reviewed by our CODM. Total asset information is not included in the tables below as it is not provided to and reviewed by our CODM. The “All Other” operations are no longer reviewed by our CODM due to their transition into a licensing model pursuant to the LMA. The “Corporate” line item in the tables below includes operating revenues and expenses that are not allocated to the reportable segments presented to our CODM. These revenues are associated with brand marketing and awareness, and include payments from subscribers for access to ouriPlayboy archives, revenues from Playboy magazine, events and sponsorships and revenue from paid voting for a contest pursuant to a collaborative arrangement in the third quarter of 2026. Corporate expenses include legal, human resources, information technology and facilities, accounting/finance and brand marketing costs, as well as expenses associated with Playboy magazine, events and sponsorships. The accounting policies of the reportable segments are the same as those described in Note 1, Basis of Presentation and Summary of Significant Accounting Policies.

The following table sets forth financial information by reportable segment and attributable to corporate and certain other activities (in thousands):

Other segment items for the three and nine months ended September 30, 2026 and 2025 were primarily comprised of the following:

Direct-to-Consumer: outside consulting and legal fees, as well as technology and equipment expenses.

Licensing: expenses that were attributable to our former China joint venture (for the 2025 period only), outside consulting expenses and legal fees.

Corporate: outside consulting expenses, audit, tax, and legal fees, information technology and software costs, insurance expense, as well as net changes in the fair value of contingent consideration and other miscellaneous corporate operating costs.

Prior year comparative periods also include non-cash impairment charges of $0.2 million on our artwork held for sale during the three months ended September 30, 2025, and $2.1 million on our artwork held for sale and our right-of-use assets related to our corporate leases during the nine months ended September 30, 2025, which did not recur in 2026.

All Other: these only apply to the 2025 period and included outside consulting expenses, as well as technology and equipment expense.

Geographic Information

Revenue by geography is based on where the customer is located. The following table sets forth revenue by geographic area (in thousands):

19. Subsequent Events

Backstop Agreement Amendment

Subsequent to September 30, 2026, we notified the Backstop Purchasers that they would be required to purchase the $5.0 million installment of shares due to be purchased on or before November 1, 2026 (the “Third Tranche”) pursuant to the Repurchase Agreement. On October 26, 2026, the Backstop Agreement was amended to allow The Million S.a.r.l., an affiliate of Byborg and our director György Gattyán, to purchase all 4,761,905 shares of common stock comprising the Third Tranche directly from the sellers under the Repurchase Agreement, at the fixed price of $1.05 per share in satisfaction of such installment. Because these shares were purchased by The Million S.a.r.l. rather than by us, we did not disburse cash or reacquire or retire any such shares in connection with the Third Tranche, and no backstop fee was earned or paid to the Backstop Purchasers with respect to their commitments under the Backstop Agreement (as amended). We remain obligated to purchase the final installment of shares for repurchase under the Repurchase Agreement on or before December 31, 2026. The Third Tranche transactions did not affect our measurement of our stock repurchase liability as of September 30, 2026. Refer to Note 10, Stockholders’ Equity, and Note 17, Related Party Transactions, for additional information.

Entry into a Property Purchase and Sale Agreement

On November 2, 2026, Playboy MB JV LLC (the “Buyer”), a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “PSA”) with Freehand Indian Creek LLC (the “Seller”). Pursuant to the PSA, the Buyer has agreed to acquire from the Seller (the “Acquisition”) property currently operated as a hotel in Miami Beach, Florida (the “Property”).

The purchase price for the Property is $12.5 million, subject to customary prorations and adjustments (the “Acquisition Price”). Pursuant to the PSA, the Buyer delivered a deposit of $1.25 million (the “Deposit”) upon execution of the PSA, and the balance of the Acquisition Price is payable at closing of the Acquisition. Except as otherwise expressly provided in the PSA, the Deposit is generally non-refundable to the Buyer, and it will be credited against the Acquisition Price at closing. Closing of the Acquisition is scheduled to occur by December 15, 2026.

The Company’s senior secured lenders and administrative agent under its senior secured credit facility provided their written consent to the Company’s payment of the Deposit on behalf of the Buyer. Prior to the closing of the Acquisition, the Company expects to enter into an amendment of its senior secured credit facility with the lenders and administrative agent thereunder in connection with the Acquisition.