Playboy, Inc.

Entry into a Property Purchase and Sale Agreement and Proposed Related Joint Venture

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 Company intends to redevelop the Property as a member-only private club.

The purchase price for the Property is $12,500,000, subject to customary prorations and adjustments (the “Acquisition Price”). Pursuant to the PSA, the Buyer delivered a deposit of $1,250,000 (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. The Buyer’s obligations for the Acquisition are not conditioned on obtaining financing. Closing of the Acquisition is scheduled to occur by December 15, 2026.

The PSA contains customary, limited representations, warranties and covenants. The Seller’s representations and warranties survive closing until December 31, 2026. The obligations of each party to close are subject to the performance in all material respects by the other party of its obligations and the accuracy in all material respects of the other party’s representations and warranties as of closing. The Seller’s post-closing liability is subject to an aggregate cap equal to 1% of the Acquisition Price. If the Buyer defaults or otherwise fails to close (other than as a result of the Seller’s default or a permitted termination), the Seller’s sole remedy is to terminate the PSA and retain the Deposit as liquidated damages, subject to certain surviving obligations. If the Seller defaults, the Buyer may either terminate and receive a refund of the Deposit plus reimbursement of documented out-of-pocket costs, up to $150,000, or seek specific performance.

In connection with the PSA, the Company, through its wholly owned subsidiaries, has also entered into a non-binding term sheet (the “Term Sheet”) regarding a proposed joint venture (the “JV”) to acquire, develop and operate the Property, and which joint venture would be established through the Buyer with third-party investors at or before closing of the Acquisition. Except for certain limited provisions, including payment of the Deposit, the Term Sheet is non-binding, and there can be no assurance that a definitive joint venture or financing agreements will be entered into on the terms contemplated in the Term Sheet of the PSA, or at all.

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 and JV.

The foregoing description of the PSA does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. The PSA has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company, the Buyer or the Seller. The representations, warranties and covenants contained in the PSA were made solely for purposes of the PSA and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the parties (including qualification by disclosures made for the purpose of allocating contractual risk rather than establishing matters as facts), and may be subject to standards of materiality that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, the Buyer, the Seller or the Property.

Forward-Looking Statements

This Part II, Item 5 of this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated closing of the Acquisition, the proposed joint venture and related financing, and the intended redevelopment and use of the Property. These statements are based on current expectations and are subject to risks and uncertainties, including the risk that the Acquisition does not close on the anticipated timeline or at all, that the Deposit is forfeited, that definitive joint venture or financing agreements are not entered into, and the other risks described in the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

No Rule 10b5-1 Trading Plans or Changes to Director Nomination Procedures

No Rule 10b5‑1 plans or non-Rule 10b5-1 trading arrangements were adopted, modified orterminated by officers or directors of the Company, nor were there any material changes to the procedures by which security holders may recommend nominees to the Company’s board of directors, during the quarter ended September 30, 2026.