Playboy (NASDAQ: PLBY) monetizes China JV stake and reduces debt load
Rhea-AI Filing Summary
Playboy, Inc. has completed the initial closing of a transaction to sell 50% of its China, Hong Kong and Macau licensing business to UTG Brands Management Group for an aggregate purchase price of $45,000,000, executed through a joint venture structure.
At the first closing on March 20, 2026, UTG acquired a 16.67% stake in the JV for $15,003,000, of which $15,000,000 was used to pay down senior secured debt. Playboy also received a $4,000,000 brand support payment and began receiving guaranteed minimum JV distributions of $10,000,000 in 2026, $9,000,000 in 2027 and $8,000,000 annually from 2028 through 2033, backed by UTG. Pro forma data show lower interest expense and a gain on debt extinguishment, supporting Playboy’s shift to an asset-light, licensing-focused model while maintaining ongoing economic participation in its China business.
Positive
- Meaningful deleveraging and contracted cash flows: Initial proceeds of about $15,000,000 are used to pay down senior secured debt, reducing pro forma long-term debt to $156,220 thousand and interest expense by $1,627 thousand, while securing substantial additional purchase price, brand support and minimum distribution payments through 2033.
Negative
- None.
Insights
Playboy trades half of its China unit for contracted cash and debt reduction.
Playboy is monetizing 50% of its China licensing business via a $45,000,000 JV deal with UTG. The first closing delivered $15,003,000 of proceeds, with $15,000,000 applied directly to senior secured debt, plus a separate $4,000,000 brand support payment.
The pro forma statements show long-term debt dropping from $172,645 thousand to $156,220 thousand and interest expense reduced by $1,627 thousand, alongside a recorded $839 thousand gain on debt extinguishment. This supports management’s narrative that the transaction advances an asset-light strategy and improves earnings through lower interest costs.
Contracted future inflows are significant: remaining purchase price proceeds, brand support payments totaling $10,000,000 over three years, and minimum JV distributions of $10,000,000 in 2026, $9,000,000 in 2027 and $8,000,000 annually through 2033. Future results will depend on UTG’s operating performance in China and execution of subsequent closings by January 2028, but the current disclosures indicate a meaningful strengthening of the balance sheet.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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. ☐
INTRODUCTORY NOTE
As previously announced in the Current Report on Form 8-K filed by Playboy, Inc. (“Playboy”) on February 9, 2026 (the “Initial Form 8-K”), Playboy, through its subsidiaries, agreed to sell 50% of its licensing business in the People’s Republic of China, Hong Kong and Macau to UTG Brands Management Group Limited, a company incorporated in Hong Kong (“UTG”), through the sale of 50% of the equity interest in Playboy China (BVI) Limited, a BVI business company incorporated in the British Virgin Islands (the “JV”), for an aggregate purchase price of $45,000,000, as set forth in the Share Purchase Agreement (the “Purchase Agreement”), dated February 9, 2026, among Playboy (BVI) Limited, a BVI business company incorporated in the British Virgin Islands (“PLBY”), the JV, Playboy Enterprises, Inc., a Delaware corporation (“PLBY Parent”), and UTG. Under the terms of the Purchase Agreement, the JV agreed to issue and sell 1,333 class B ordinary shares of the JV (“Class B Shares”) to UTG for aggregate consideration of $11,997,000 and PLBY agreed to sell and transfer to UTG 3,667 Class B Shares for aggregate consideration of $33,003,000. The sale and purchase of the Class B Shares will take place over a two-year period, with three separate closings, the first of which occurred on March 20, 2026 (the “Initial Closing Date”).
| Item 1.01 | Entry into a Material Definitive Agreement. |
Shareholders Agreement
In connection with the initial closing of the Purchase Agreement, PLBY, PLBY Parent and the JV entered into a Shareholders Agreement (the “Shareholders Agreement”) with UTG on the Initial Closing Date (capitalized terms used herein but not otherwise defined have the meanings set forth in the Shareholders Agreement). PLBY and UTG are each referred to individually as a “Shareholder” and collectively referred to as the “Shareholders.” The Shareholders Agreement governs the ownership, management and operation of the JV, including the management and licensing of Playboy’s intellectual property in the People’s Republic of China, Hong Kong and Macau. The Shareholders Agreement sets forth, among other things, provisions regarding ownership structure, distributions, restrictions on transfer, and certain other rights and obligations of the Shareholders. As of the Initial Closing Date, PLBY owns 5,000 class A ordinary shares of the JV (“Class A Shares”) and 3,333 Class B Shares, and UTG owns 1,667 Class B Shares. The shares owned by PLBY and UTG represent, in the aggregate and respectively, approximately 83.33% and 16.67%, of the issued Class A Shares and Class B Shares of the JV (the “Shares”). Following the consummation of the final sale under the Purchase Agreement, and assuming no other issuances of Shares, each of PLBY and UTG will own 50% of the outstanding Shares. On any matter in which Class A and Class B Shares are entitled to vote, each share of Class A and Class B Shares will be entitled to one vote.
Minimum Distribution Amount
Under the terms of the Shareholders Agreement, PLBY is entitled to annual minimum distributions of $10,000,000 in 2026, $9,000,000 in 2027 and $8,000,000 in each year from 2028 through and including 2033, in each case, to be paid semi-annually. In the event that the JV (together with its subsidiaries) does not have sufficient funds available to make the annual minimum distributions when due, UTG has agreed to backstop the distribution payments to PLBY under the terms of the Shareholders Agreement. Following the payment of the minimum distribution amount for any applicable year and subject to the JV (together with its subsidiaries) having available cash, UTG will receive a catch-up distribution for such year, and, to the extent the JV has available cash following the payment of any catch-up distribution, the JV will distribute such available cash to the Shareholders pro-rata in proportion of their then current equity holdings.
As security for the full and punctual performance by UTG of its payment obligations under the Purchase Agreement and Shareholders Agreement, UTG has granted PLBY Parent a first ranking, continuing security interest in and to the Shares that UTG or any of its affiliates acquire under the Purchase Agreement. Subject to UTG’s performance of its payment obligations, such Shares will be released from the security interest beginning on the consummation of the final closing and will continue to be released in pro-rata portions for the remainder of the period in which PLBY is entitled to its annual minimum distribution.
Governance and Transfer Restrictions
The Shareholders Agreement includes customary transfer restrictions, such that PLBY and UTG may not transfer, or create or suffer to exist any lien on, any of its JV securities without the prior written consent of the other party, which consent may be given or withheld in such party’s sole discretion for any reason except (i) to a certain permitted transferee, (ii) in accordance with a sale pursuant to drag-along rights, (iii) in accordance with matching rights provided by PLBY to UTG, (iv) in accordance with a right of first refusal or (v) as otherwise permitted under the Shareholders Agreement or as mutually agreed to in writing by the Shareholders.
The Shareholders Agreement provides customary pre-emptive rights for the Shareholders. The Shareholders Agreement also includes, subject to certain exceptions, a right of first refusal for each of PLBY and UTG at any time in which PLBY and UTG each own 50% of the JV’s issued and outstanding securities. Under such terms, if either PLBY or UTG receives a bona-fide offer to purchase all its owned JV securities, such party must first make an offer to the other party to purchase its owned JV securities on the same terms as the bona-fide offer. The Shareholders Agreement also provides PLBY with drag-along rights in the event the Shareholders Agreement is terminated as a result of a default by UTG.
Termination
The Shareholders Agreement contains certain termination rights for PLBY, on the one hand, and UTG, on the other hand, in addition to being terminable upon mutual written agreement of PLBY and UTG.
PLBY may terminate the Shareholders Agreement upon 30 days’ written notice to UTG if (a) UTG breaches certain of its material obligations under the transaction documents (including its failure to (i) comply with reporting obligations in the UTG Management Agreement, (ii) pay the purchase price for Shares under the Purchase Agreement, (iii) pay the Shortfall Amount required to be paid under the Shareholders Agreement, (iv) comply with Applicable Law under the Shareholders Agreement or (v) comply with United States anti-bribery laws), (b) UTG or United Trademarks Group Holding Limited, a company organized under the laws of the Cayman Islands (“UTG Parent”) is dissolved, liquidated or declared bankrupt, (c) UTG, UTG Parent or an Affiliate applies for ownership interest in Intellectual Property of PLBY, PLBY Parent or their Affiliates, or (d) UTG Parent or a UTG Permitted Transferee ceases to Control UTG.
UTG may terminate the Shareholders Agreement upon 30 days’ written notice to PLBY if (a) PLBY breaches certain of its material obligations under the transaction documents (including its failure to (i) deliver Shares required to be transferred under the Purchase Agreement, (ii) pay indemnification obligations owed under the Purchase Agreement, (iii) transfer or cause the transfer of the PLBY Trademarks under the IP Transfer Agreement, (iv) comply with Applicable Law under the Shareholders Agreement or (v) comply with United States anti-bribery laws) or (b) PLBY or PLBY Parent is dissolved, liquidated or declared bankrupt.
The foregoing description of the Shareholders Agreement (including the transactions contemplated thereby) does not purport to be complete and is subject to and qualified in its entirety by reference to the Shareholders Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Brand Support Services Agreement
In connection with the initial closing of the Purchase Agreement, Playboy Enterprises International, Inc. (“PEII”) entered into a Brand Support Services Agreement (the “Brand Support Services Agreement”) with UTG on the Initial Closing Date. Under the terms of the Brand Support Services Agreement, UTG has engaged PEII to conduct certain activities and services intended to enhance the PLAYBOY brand, including (i) Playboy-related intellectual property maintenance and development, (ii) Playboy print, digital and social media content development, production and distribution, (iii) Playboy magazine development, production and distribution, (iv) Playboy brand books and style guides and (v) Playboy brand creative work (collectively, the “Services”). UTG agreed that the Services will be rendered by PEII to support the PLAYBOY brand generally, and not specifically to benefit UTG’s use of the PLAYBOY brand, and, that PEII will determine which services to provide.
Costs and Expenses
The Brand Support Services Agreement has a term of three years, starting on the Initial Closing Date, subject to earlier termination. Under the terms of the Brand Support Services Agreement, UTG will reimburse PEII for its costs in providing the Services, up to an annual cap (the “Annual Cap”) of (i) $4,000,000 for Services provided in the first contract year, (ii) $4,000,000 for Services provided in the second contract year, and (iii) $2,000,000 for Services provided in the third contract year. UTG will make such reimbursement payments at the start of each applicable contract year (e.g., on the Initial Closing Date, UTG paid PEII $4,000,000 as the reimbursement payment for the first contract year). Within 45 days following the end of each contract year, if the costs of the Services provided during such contract year are less than the Annual Cap previously paid by UTG for such contract year, PEII will refund UTG the amount of such shortfall.
Termination
The Brand Support Services Agreement will terminate automatically upon the termination of the Purchase Agreement, the termination of the Shareholders Agreement, or the mutual written agreement of the parties.
The foregoing description of the Brand Support Services Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Brand Support Services Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated by reference herein.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth above under the heading “Introductory Note” of this Current Report on Form 8-K is incorporated herein by reference.
On March 20, 2026, the initial closing of the previously announced Purchase Agreement was completed. 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.
Additional information and details of the Purchase Agreement were previously disclosed in Item 1.01 of the Initial Form 8-K, which is incorporated by reference into this Item 2.01. The foregoing description of the Purchase Agreement (including the transactions contemplated thereby) does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is included as Exhibit 10.3 hereto and which is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On March 23, 2026, Playboy issued a press release announcing the completion of the initial closing and related matters. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.
The information provided pursuant to this Item 7.01, including Exhibit 99.1 in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the United States Securities and Exchange Commission (the “SEC”) or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act of 1933 (the “Securities Act”), except as shall be expressly set forth by specific reference in any such filings.
Special Note on Forward-Looking Statements
This Current Report on Form 8-K contains forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve certain risks and uncertainties, including statements regarding the anticipated payments under the Shareholders Agreement, Brand Support Services Agreement and Purchase Agreement, the expected timing of any subsequent closings, and other statements identified by words such as “could,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” “would,” or similar expressions and the negatives of those terms. Additionally, the press release contains forward-looking statements regarding the rights and obligations of
Playboy and its subsidiaries pursuant to licensing and other agreements, and the anticipated benefits of those agreements. Playboy cannot give any assurance that it will receive the full benefits of such agreements. Forward-looking statements are not promises or guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond Playboy’s control, and which could cause actual results to differ materially from those contemplated in such forward-looking statements, including, but not limited to, the risks as may be detailed from time to time in Playboy’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other reports Playboy files with the SEC. Playboy’s actual results could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, Playboy undertakes no obligation to update or revise these forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The unaudited pro forma financial information with respect to the disposition under Item 2.01 as of and for the year ended December 31, 2025 is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
(d) Exhibits. The following documents are herewith furnished or filed as exhibits to this Current Report on Form 8-K:
| Exhibit |
Exhibit Description | |
| 10.1* | Shareholders Agreement, dated March 20, 2026, by and among the JV, PLBY, PLBY Parent and UTG. | |
| 10.2* | Brand Support Services Agreement, dated March 20, 2026, by and between PEII and UTG. | |
| 10.3* | Share Purchase Agreement, dated February 9, 2026, by and among the JV, PLBY, PLBY Parent and UTG (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by Playboy, Inc. on February 9, 2026). | |
| 99.1 | Press Release dated March 23, 2026. | |
| 99.2 | Unaudited pro forma condensed consolidated financial information for Playboy, Inc. as of and for the year ended December 31, 2025. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
| * | The schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. Playboy agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that Playboy may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PLAYBOY, INC. | ||||||
| (Registrant) | ||||||
| Dated: March 24, 2026 | By: | /s/ Christopher Riley | ||||
| Name: | Christopher Riley | |||||
| Title: | General Counsel | |||||
Exhibit 99.1
Playboy Closes China Licensing Joint Venture Deal with United Trademark Group
Completes Initial Sale of 17% of its China Business JV to UTG
Playboy Makes Initial $15 Million Debt Pay Down with Transaction Proceeds
Transaction Advances Asset-Light Strategy and Accelerates Debt Reduction
LOS ANGELES, CA — March 23, 2026 — Playboy, Inc. (NASDAQ: PLBY) (the “Company” or “Playboy”), a global pleasure and leisure company, today announced the initial closing of its previously announced transaction to ultimately sell 50% of its China business to UTG Brands Management Group (“UTG”), an experienced consumer brands operator in China. UTG will now manage all operational aspects of Playboy’s business activities in China, Hong Kong and Macau.
At the initial closing, which occurred on March 20, 2026, UTG acquired a 16.67% equity interest in a joint venture entity that manages and licenses Playboy’s intellectual property in China, Hong Kong and Macau (the “JV”) in exchange for $15 million, all of which Playboy used to pay down its senior secured debt. The Company will use nearly $37 million of the forthcoming transaction proceeds for further debt reduction. Including anticipated reductions in interest expense, the Company expects the transaction to be immediately accretive to earnings.
At the initial closing, Playboy also received a $4 million brand support payment, and Playboy began receiving guaranteed minimum JV distributions. Playboy expects to receive the remaining $30 million of purchase price proceeds for UTG’s acquisition of an additional 33.33% equity interest in the JV and a further $6 million of brand support payments by January 2028. A further minimum of $62 million in total JV distributions will be paid to Playboy through 2033. In addition to the annual guaranteed minimum distribution payments to Playboy, which will equal or exceed its current net cash flows from China, Playboy expects to receive incremental annual distributions from the JV as a result of Playboy’s continued ownership interest in the JV as UTG grows the business.
1
Ben Kohn, Chief Executive Officer of Playboy, commented: “The closing of this transaction marks a pivotal step in Playboy’s transformation. By securing $122 million in contracted cash payments and immediately deploying proceeds to reduce our debt, we are strengthening our balance sheet while advancing our asset-light strategy. This is exactly the kind of value-creating transaction we set out to execute.
“With UTG now managing day-to-day operations in China, we retain significant economic upside through our ownership in the joint venture while eliminating the complexity and cost of running those operations directly. We believe UTG’s deep expertise in scaling international brands across China will unlock growth that benefits both partners for years to come.”
About United Trademark Group
United Trademark Group (UTG), parent of UTG Brands Management Group Ltd., is a global leader in consumer brands, headquartered in Hong Kong, with offices in Toronto and Paris. Leveraging world-class product development, expert supply chain capabilities, and an unrivaled retail distribution network in China, UTG has transformed multiple brands into household names across the region.
Currently managing a diverse portfolio of over 10 brands, UTG generates more than $1.5 billion in annual retail sales across 12 countries. UTG’s offerings span a wide range of industries, including lifestyle apparel, footwear, accessories, and more. Through a mix of owned and licensed brands, UTG develops innovative lifestyle and fashion products that resonate with consumers around the world.
UTG is committed to building brands that go beyond products, creating lifestyles that connect people to the activities and experiences they love.
About Playboy, Inc.
Playboy (Nasdaq: PLBY) is a global pleasure and leisure company, built on one of the most globally recognized brands. By leveraging its iconic intellectual property, Playboy pursues an asset-light model across licensing, digital content, consumer products and experiential offerings, helping consumers worldwide to live more fulfilling lives. To learn more, please visit https://investors.playboy.com.
2
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance, business plans and anticipated financial impacts of its strategic partnerships, opportunities and transactions.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Factors that may cause such differences include, but are not limited to: (1) the inability to maintain the listing of the Company’s shares of common stock on Nasdaq; (2) the risk that the Company’s completed or proposed transactions disrupt the Company’s current plans and/or operations, including the risk that the Company does not complete any such proposed transactions or achieve the expected benefits from any transactions; (3) the ability to recognize the anticipated benefits of corporate transactions, commercial collaborations, cost reduction initiatives and proposed transactions, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, and the Company’s ability to retain its key employees; (4) costs related to being a public company, corporate transactions, commercial collaborations and proposed transactions; (5) changes in applicable laws or regulations; (6) the possibility that the Company may be adversely affected by global hostilities, supply chain delays, inflation, interest rates, tariffs, foreign currency exchange rates or other economic, business, and/or competitive factors; (7) risks relating to the uncertainty of the projected financial information of the Company, including changes in the Company’s estimates of cash flows and the fair value of certain of its intangible assets, including goodwill; (8) risks related to the organic and inorganic growth of the Company’s businesses, and the timing of expected business milestones; (9) changing demand or shopping patterns for the Company’s products and services; (10) failure of licensees, suppliers or other third-parties to fulfill their obligations to the Company; (11) the Company’s high concentration of licensing revenue from a small number of licensees; (12) the Company’s ability to comply with the terms of its indebtedness and other obligations; (13) changes in financing markets or the inability of the Company to obtain financing on attractive terms; and (14) other risks and uncertainties indicated from time to time in the Company’s annual report on Form 10-K, including those under “Risk Factors” therein, and in the Company’s other filings with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date which they were made. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
3
Investor Relations Contact
Lucas A. Zimmerman
Managing Director
MZ Group – MZ North America
+1 (949) 259-4987
PLBY@mzgroup.us
4
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On February 9, 2026, the wholly-owned subsidiaries of Playboy, Inc. (the “Company”), through its subsidiaries, 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”). The Purchase Agreement involves the sale and issuance of equity interests in a joint venture entity and the proposed joint venture arrangement with UTG in connection with the management and licensing of Playboy’s intellectual property in the People’s Republic of China, Hong Kong and Macau. Under the terms of the Purchase Agreement, UTG will purchase 50% of the Company’s licensing business in the People’s Republic of China, Hong Kong and Macau, through the acquisition of 50% of the equity interest in Playboy China (BVI) Limited, a BVI business company incorporated in the British Virgin Islands (the “China JV”), for an aggregate purchase price of $45,000,000 (the “Purchase Price”). In addition to the proceeds from the sale of equity interest in the China JV, and subject to the consummation of the transactions contemplated under the Purchase Agreement, the Company also expects to receive (a) $10,000,000 over a three-year period from UTG in connection with brand support services the Company or an affiliate thereof provides to UTG under a brand support services agreement, and (b) annual minimum distributions under a shareholders agreement of $10,000,000 in 2026, $9,000,000 in 2027 and $8,000,000 in each of year 2028 through and including 2033. The sale and purchase of the interest in the China JV will take place over a two-year period, with three separate closings, the first of which occurred on March 20, 2026 (the “Initial Closing”), and the last of which is expected to occur by January 4, 2028. On March 20, 2026, the Company received a $4 million prepayment for brand support services under a brand support services agreement with UTG. Pursuant to the Initial Closing under the Purchase Agreement, $15,003,000 of the Purchase Price was paid to the Company, of which $15,000,000 was used to pay down the senior secured debt of the Company.
The unaudited pro forma condensed consolidated financial information as of and for the year ended December 31, 2025, the date of the Company’s latest publicly available fiscal period financial information and most recently completed fiscal year for which audited financial statements have been filed with the U.S. Securities and Exchange Commission, respectively, has been derived from the Company’s historical consolidated financial statements and gives effect to the Initial Closing of the Purchase Agreement (“Transaction”).
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025, reflects the Company’s financial position as if the Transaction had occurred on such date. The unaudited pro forma condensed consolidated statements of operations for the the year ended December 31, 2025 reflect the Company’s operating results as if the Transaction had occurred as of January 1, 2025. In our future public filings, the historical financial results of the China JV business will continue to be included in the Company’s consolidated financial statements under U.S. generally accepted accounting principles (“GAAP”) for all periods presented, to the extent applicable.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes are based on, and should be read in conjunction with the Company’s historical audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The “Playboy Historical” column in the unaudited pro forma condensed consolidated financial statements reflects our historical condensed consolidated financial statements for each of the periods presented and does not reflect any adjustments related to the Transaction.
The “Pro Forma Adjustments” column in the unaudited pro forma condensed consolidated financial information is based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and best reflect the Transaction on the Company’s financial condition and results of operations.
The “Payment of Debt” column in the unaudited pro forma condensed consolidated financial information reflects the prepayment of debt in conjunction with an amendment to the Company’s senior secured debt in connection with the Transaction.
The Company’s historical consolidated financial information has been adjusted in the unaudited pro forma condensed financial statements to give effect to pro forma events that are (i) directly attributable to the Transaction, (ii) factually supportable, and (iii) with respect to the unaudited pro forma statement of operations, expected to have a continuing impact on results. The resulting unaudited pro forma condensed consolidated financial statements do not include any adjustments related to cost savings, operating synergies, tax benefits or revenue enhancements (or the necessary costs to achieve such benefits) that could result from the Transaction.
1
The unaudited pro forma condensed consolidated financial information has been prepared based upon the best available information and management estimates and is subject to the assumptions and adjustments described below and in the accompanying notes to the unaudited pro forma condensed consolidated financial information. The pro forma financial information is not intended to be a complete presentation of the Company’s financial position or results of operations had the Transaction occurred as of and for the periods presented. In addition, the unaudited pro forma condensed consolidated financial information is provided for illustrative and informational purposes only and is not necessarily indicative of the Company’s future results of operations or financial condition had the Transaction been completed on the dates assumed. The actual financial position and results of operations may materially differ from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date.
2
Playboy, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(in thousands)
| As of December 31, 2025 | ||||||||||||||||||
| Playboy Historical |
Pro Forma Adjustments |
Note |
Payment of Debt |
Playboy Pro Forma |
||||||||||||||
| Assets |
Note 2(e) | |||||||||||||||||
| Cash and cash equivalents |
$ | 37,801 | $ | 12,123 | 2(a),(f),(h) | $ | (15,000 | ) | $ | 34,924 | ||||||||
| Restricted cash |
100 | 4,409 | 2(g) | — | 4,509 | |||||||||||||
| Receivables, net of allowance for credit losses |
4,120 | — | — | 4,120 | ||||||||||||||
| Inventories, net |
12,934 | — | — | 12,934 | ||||||||||||||
| Prepaid expenses and other current assets |
7,425 | — | — | 7,425 | ||||||||||||||
| Assets held for sale |
3,088 | — | — | 3,088 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total current assets |
65,468 | 16,532 | (15,000 | ) | 67,000 | |||||||||||||
| Restricted cash |
4,920 | — | — | 4,920 | ||||||||||||||
| Property and equipment, net |
4,227 | — | — | 4,227 | ||||||||||||||
| Operating right-of-use assets |
16,019 | — | — | 16,019 | ||||||||||||||
| Goodwill |
37,467 | — | — | 37,467 | ||||||||||||||
| Other intangible assets, net |
155,882 | — | — | 155,882 | ||||||||||||||
| Contract assets, net of current portion |
7,467 | — | — | 7,467 | ||||||||||||||
| Other noncurrent assets |
922 | — | — | 922 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total assets |
$ | 292,372 | $ | 16,532 | $ | (15,000 | ) | $ | 293,904 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Liabilities, Mezzanine Equity, Stockholders’ Equity (Deficit) and Noncontrolling Interest |
||||||||||||||||||
| Current liabilities: |
||||||||||||||||||
| Accounts payable |
$ | 11,930 | $ | — | $ | — | $ | 11,930 | ||||||||||
| Deferred revenues, current portion |
11,015 | — | — | 11,015 | ||||||||||||||
| Long-term debt, current portion |
1,524 | — | — | 1,524 | ||||||||||||||
| Operating lease liabilities, current portion |
7,406 | — | — | 7,406 | ||||||||||||||
| Other current liabilities and accrued expenses |
31,919 | 4,000 | 2(h) | — | 35,919 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total current liabilities |
63,794 | 4,000 | — | 67,794 | ||||||||||||||
| Deferred revenues, net of current portion |
14,252 | — | 14,252 | |||||||||||||||
| Long-term debt, net of current portion |
172,645 | (16,425 | ) | 156,220 | ||||||||||||||
| Deferred tax liabilities, net |
6,418 | — | — | 6,418 | ||||||||||||||
| Operating lease liabilities, net of current portion |
14,770 | — | — | 14,770 | ||||||||||||||
| Other noncurrent liabilities |
2,326 | — | — | 2,326 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total liabilities |
274,205 | 4,000 | (16,425 | ) | 261,780 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Commitments and contingencies |
||||||||||||||||||
| Mezzanine equity: |
||||||||||||||||||
| Series B convertible preferred stock, $0.0001 par value per share, 28,001 shares authorized, 0 shares issued and outstanding as of December 31, 2025 |
— | — | — | — | ||||||||||||||
| Redeemable noncontrolling interest |
(208 | ) | — | — | (208 | ) | ||||||||||||
| Stockholders’ equity (deficit): |
||||||||||||||||||
| Common stock, $0.0001 par value per share; 400,000,000 shares authorized at December 31, 2025; 115,069,810 shares issued and 112,819,881 shares outstanding at December 31, 2025 |
11 | — | — | 11 | ||||||||||||||
| Treasury stock, at cost |
(5,445 | ) | — | — | (5,445 | ) | ||||||||||||
| Additional paid-in capital |
757,441 | 15,000 | 2(a) | — | 772,441 | |||||||||||||
| Accumulated other comprehensive loss |
(26,716 | ) | — | — | (26,716 | ) | ||||||||||||
| Accumulated deficit |
(706,916 | ) | (3,176 | ) | 1,425 | (708,667 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total stockholders’ equity |
18,375 | 11,824 | 1,425 | 31,624 | ||||||||||||||
| Noncontrolling interest |
— | 708 | 2(b) | — | 708 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total liabilities, mezzanine equity, stockholders’ equity and noncontrolling interest |
$ | 292,372 | $ | 16,532 | $ | (15,000 | ) | $ | 293,904 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
3
Playboy, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
(in thousands, except per share amounts)
| Year Ended December 31, 2025 | ||||||||||||||||||
| Playboy Historical |
Pro Forma Adjustments |
Notes |
Debt Prepayment Related Adjustments |
Playboy Pro Forma |
||||||||||||||
| Note 2(e) | ||||||||||||||||||
| Net revenues |
$ | 120,928 | $ | — | $ | — | $ | 120,928 | ||||||||||
| Costs and expenses: |
||||||||||||||||||
| Cost of sales |
(35,077 | ) | — | — | (35,077 | ) | ||||||||||||
| Selling and administrative expenses |
(91,029 | ) | 496 | 2(d),(h) | — | (90,533 | ) | |||||||||||
| Impairments |
(2,087 | ) | — | — | (2,087 | ) | ||||||||||||
| Other operating expense, net |
(763 | ) | — | — | (763 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total operating expense |
(128,956 | ) | 496 | — | (128,460 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Operating loss |
(8,028 | ) | 496 | — | (7,532 | ) | ||||||||||||
| Nonoperating (expense) income: |
||||||||||||||||||
| Interest expense |
(8,225 | ) | — | 1,627 | (6,598 | ) | ||||||||||||
| Gain on debt extinguishment |
— | — | 839 | 839 | ||||||||||||||
| Other income, net |
2,355 | — | — | 2,355 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total nonoperating expense |
(5,870 | ) | — | 2,466 | (3,404 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Loss before income taxes |
(13,898 | ) | 496 | 2,466 | (10,936 | ) | ||||||||||||
| Benefit from income taxes |
1,226 | — | — | 1,226 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Net loss |
$ | (12,672 | ) | $ | 496 | $ | 2,466 | $ | (9,710 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
| Net income attributable to noncontrolling interest |
— | 1,534 | 2(c) | — | 1,534 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
| Net loss attributable to Playboy, Inc. |
$ | (12,672 | ) | $ | (1,038 | ) | $ | 2,466 | $ | (11,244 | ) | |||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Net loss attributable to Playboy, Inc. per share, basic and diluted |
$ | (0.13 | ) | $ | (0.11 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Weighted-average shares used in computing net loss per share, basic and diluted |
100,264,706 | 100,264,706 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
4
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
| 1. | Basis of Pro Forma Presentation |
The pro forma financial information is prepared pursuant to Article 11 of Regulation S-X. The pro forma adjustments are described in the accompanying notes and are based upon and derived from information and assumptions available at the time of the filing of the Current Report on Form 8-K to which this pro forma financial information is attached.
The pro forma financial information is based on financial statements prepared in accordance with GAAP, which is subject to change and interpretation. The pro forma financial information is based on and derived from the Company’s historical consolidated financial statements, adjusted for certain transaction accounting adjustments. Actual adjustments, however, may differ materially from the information presented. The pro forma adjustments do not include allocations of corporate costs, as those are not directly attributable to the Transaction. The pro forma adjustments also do not include management adjustments to reflect any potential dis-synergy costs or benefits that may result from realization of future cost savings that may occur in connection with the Transaction as management does not believe presenting such adjustments would enhance an understanding of the pro forma effects thereof. In addition, the pro forma financial information is based upon available information and assumptions that management considers to be reasonable, and such assumptions have been made solely for purposes of developing such pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the U.S Securities and Exchange Commission. The pro forma financial information is not necessarily indicative of what the financial position or statements of operations results would have actually been had the Transaction occurred on the dates indicated. In addition, the pro forma financial information should not be considered to be indicative of the Company’s future consolidated financial performance and statement of operations results.
| 2. | Unaudited Pro Forma Condensed Consolidated Financial Statements Notes and Assumptions |
The unaudited pro forma condensed consolidated financial statements reflect the following notes and adjustments:
| (a) | To record the Purchase Price proceeds from the Initial Closing of the Transaction of approximately $15 million in connection with the issuance of 1,667 Class B shares of the China JV, net of $3.5 million of transaction expenses. |
| (b) | Represents an equity interest of 16.67 % in the China JV that is not owned by the Company and is presented as a separate component of equity in the unaudited pro forma condensed consolidated balance sheet as of the year ended December 31, 2025. |
| (c) | Represents net income attributable to a noncontrolling interest in the China JV in the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025. |
| (d) | Adjustment to reflect transaction expenses. |
| (e) | Adjustment to reflect a reduction in interest expense and related gain on the partial extinguishment of debt as a result of debt payments in connection with an amendment to the Company’s senior secured debt in connection with the Initial Closing of the Transaction. |
| (f) | To exclude $1.0 million of dividends paid to a former China JV partner. |
| (g) | Reflects the reclassification of the China JV’s $4.4 million cash balance to restricted cash. |
| (h) | Reflects a $4.0 million prepayment received for brand support services per the terms of a brand support services agreement upon the Initial Closing of the Transaction. |
5