Playboy, Inc. filed a Form 8-K on October 28, 2026, disclosing that on October 26, 2026, it entered into Amendment No. 1 to its Backstop Agreement, shifting full responsibility for purchasing 4,761,905 shares of Common Stock to The Million S.a.r.l. on or before November 1, 2026.

Key Highlights

  • Tranche 3 Shares: The Million S.a.r.l. became obligated to purchase all 4,761,905 shares of Common Stock designated as Tranche 3 Shares under the Repurchase Agreement.
  • Purchase price: Aggregate cash consideration for the Tranche 3 Shares is $5,000,000.25, payable on or before November 1, 2026.
  • Rizvi obligation reduced to zero: Rizvi Master LLC's commitment to purchase any of the Tranche 3 Shares was reduced to zero under the amendment.
  • No backstop fee: Rizvi and The Million agreed that neither would receive any backstop fee attributable to the Tranche 3 Shares.
  • Consents obtained: The Sellers, DBD Credit Funding LLC (as administrative agent under the Company's senior secured credit facility), the board of directors, and the Audit Committee all approved or consented to the amendment.
  • Underlying agreement unchanged: According to the filing, "Except as expressly amended by the Backstop Amendment, the Backstop Agreement remains unchanged and in full force and effect."

Playboy Shifts Tranche 3 Purchase Obligation to The Million Under Amended Backstop Agreement

According to the filing, the original Backstop Agreement was entered into on June 18, 2026, and previously disclosed in a Form 8-K filed June 22, 2026. Under that agreement, The Million S.a.r.l. - an affiliate of Byborg Enterprises SA and György Gattyán, described as a director and stockholder of the Company - and Rizvi Master LLC - an affiliate of Suhail Rizvi, also described as a director and stockholder - agreed on a pro rata basis to purchase any shares that the Company failed to purchase under the Repurchase Agreement with certain affiliates of Fortress Investment Group.

The amendment, dated October 26, 2026, restructures the Tranche 3 obligations. The filing states that The Million became solely obligated to purchase all 4,761,905 Tranche 3 Shares for aggregate cash consideration of $5,000,000.25, with payment due on or before November 1, 2026. Rizvi Master LLC's commitment to the same shares was reduced to zero, and both parties waived any backstop fee associated with those shares. The filing notes that "The Million is expected to complete the purchase of the Tranche 3 Shares from the Sellers on or before November 1, 2026."

The filing notes that all necessary consents were secured prior to execution: the Sellers consented for purposes of the Repurchase Agreement, and DBD Credit Funding LLC, as administrative agent under Playboy's senior secured credit facility, provided prior written consent. The amendment was also approved by the Company's board of directors and its Audit Committee. The filing is listed on NASDAQ:PLBY, with Common Stock carrying a par value of $0.0001 per share. The Company cautions that statements regarding anticipated purchases and timing are forward-looking and subject to risks detailed in its periodic regulatory filings.

What Was Disclosed

Playboy, Inc. disclosed Amendment No. 1 to its Backstop Agreement, under which The Million S.a.r.l. assumed sole responsibility to purchase 4,761,905 shares for $5,000,000.25 by November 1, 2026, with Rizvi Master LLC's obligation reduced to zero and no backstop fee payable on those shares.