PLBY · Playboy, Inc.

Summary

Playboy, Inc. completed the initial closing on March 20, 2026, of its Purchase Agreement with UTG, under which UTG acquired 16.67% of the JV managing Playboy IP in China, Hong Kong, and Macau for $15 million, used to pay down senior secured debt. Concurrently, entered Shareholders Agreement entitling PLBY to minimum annual distributions totaling $80 million through 2033 and Brand Support Services Agreement for up to $10 million over three years.

Key takeaways

• Initial closing March 20, 2026: JV issued 1,333 Class B Shares to UTG for $11.997M; PLBY sold 334 Class B Shares for $3.006M.
• Post-initial: PLBY owns 83.33% (5,000 Class A, 3,333 Class B); UTG 16.67% (1,667 Class B); to 50/50 after final closing.
• Shareholders Agreement minimum distributions to PLBY: $10M in 2026, $9M 2027, $8M annually 2028-2033, semi-annually, backstopped by UTG.
• Brand Support Services Agreement: UTG pays PEII $4M year 1 (paid March 20), $4M year 2, $2M year 3 upfront per closing, refund if costs lower.
• $15M proceeds from initial closing used for senior secured debt paydown.
• Press release March 23, 2026, furnished under Item 7.01; unaudited pro forma for year ended Dec 31, 2025 in Exhibit 99.2.