ply-20241223

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2024

PLBY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39312

37-1958714

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


10960 Wilshire Blvd., Suite 2200 Los Angeles, California						90024
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (310) 424-1800

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
Common Stock, par value $0.0001 per share	PLBY	Nasdaq Global Market

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 23, 2024, PLBY Group, Inc. (the “Company”) entered into a retention agreement (the “Retention Agreements”) with each of its named executive officers: Ben Kohn, Chief Executive Officer and President; Marc Crossman, Chief Financial Officer and Chief Operating Officer; and Chris Riley, General Counsel and Secretary. The Company has entered into the Retention Agreements in recognition of such officers’ continued contributions to the Company and to incentivize them to remain employed by the Company and its subsidiaries, while also managing the Company’s equity available for grants under the Company’s 2021 Equity and Incentive Compensation Plan (the “Plan”).

The Retention Agreements acknowledge that Messrs. Kohn, Crossman and Riley were granted restricted stock units (“RSUs”) pursuant to the Plan for 783,392, 274,187 and 274,187 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), respectively, as of July 30, 2024, which RSUs vest as of June 30, 2025 (as previously disclosed on Forms 4 for such officers filed with the U.S. Securities and Exchange Commission on August 1, 2024). The Retention Agreements also state that the Company will issue RSUs for 783,392, 274,187 and 274,187 shares of Common Stock to Messrs. Kohn, Crossman and Riley, respectively, in each of 2025 and 2026 (with each year’s RSUs vesting as of June 30, 2026 and June 30, 2027, respectively) and that such grants are subject to future approval by the Compensation Committee of the Board of Directors of the Company in its sole discretion. Pursuant to the Retention Agreements, under certain limited circumstances and subject to formulas set forth in the Retention Agreements, the intended 2025 and 2026 RSU grants (to the extent not yet actually granted to each of Messrs. Kohn, Crossman and Riley) may be converted into a cash payment to such executives, as applicable. Under the terms of the Retention Agreements, none of Messrs. Kohn, Crossman or Riley will be entitled to the 2025 or 2026 RSU grants (or any cash payments in relation thereto) in the event he resigns or is terminated for cause prior to the issuance of such grants, as applicable.

The foregoing description of the Retention Agreements is only a summary and is qualified in its entirety by reference to the Form of Retention Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.


(d)			Exhibits


Exhibit No.						Description

10.1						Form of Retention Agreement of PLBY Group, Inc., dated as of December 23, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.


Dated: December 26, 2024	PLBY GROUP, INC.

	By:	/s/ Chris Riley
	Name:	Chris Riley
	Title:	General Counsel & Secretary

PLBY Group Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits