ply-20260430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

___________________________________

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12

PLAYBOY, INC.

_________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PLAYBOY, INC.
10960 Wilshire Blvd., Suite 2200
Los Angeles, CA 90024

April 30, 2026

DEAR STOCKHOLDER:

It is my pleasure to invite you to attend the 2026 Annual Meeting of Stockholders of Playboy, Inc. (the “Annual Meeting”). The Annual Meeting will be held virtually on June 16, 2026, at 1:00 p.m., Eastern Time. You may attend the virtual Annual Meeting and vote your shares electronically during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/PLBY2026. If you will not attend the Annual Meeting virtually, you may also vote online, by telephone or by mail prior to the Annual Meeting.

The enclosed Notice of 2026 Annual Meeting of Stockholders and Proxy Statement describes the proposals to be considered and voted upon at the Annual Meeting.

Whether or not you plan to attend the virtual Annual Meeting, it is important that you be represented. To ensure that your vote will be received and counted, please vote online, by telephone or by mail by following the instructions included with the Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) that will be provided to you, or promptly sign, date and return the proxy card in the postage-paid envelope (which will be provided to those stockholders who request to receive paper copies of these materials by mail).

On behalf of the Board of Directors and senior management, I would like to express our appreciation for your support and interest in Playboy, Inc. I look forward to your engagement with the Annual Meeting.

Sincerely,

Ben Kohn

Chief Executive Officer & President

Important Notice of Internet Availability for the Annual Meeting to be held on June 16, 2026.

This year we will take advantage of the rules of the U.S. Securities and Exchange Commission that allow us to furnish our proxy materials over the Internet. As a result, we are sending a Notice of Internet Availability to our stockholders rather than a full paper set of the proxy materials. The Notice of Internet Availability contains instructions on how to access our proxy materials on the Internet, as well as instructions on how stockholders may obtain a paper copy of our proxy materials. This process helps the environment and substantially reduces the costs associated with printing and distributing our proxy materials. To make it easier for you to vote, Internet and telephone voting are available. The instructions on the Notice of Internet Availability or, if you received a paper copy of the proxy materials, the proxy card, describe how to use these convenient services.

NOTICE OF 2026 ANNUAL MEETING OF PLAYBOY, INC. STOCKHOLDERS

TO THE STOCKHOLDERS OF PLAYBOY, INC.:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Playboy, Inc. (the “Company”) will be held on June 16, 2026, at 1:00 p.m., Eastern Time. The Company has adopted a virtual format for the Annual Meeting to provide a safe, consistent and convenient experience to all stockholders regardless of location. You may attend the virtual meeting by visiting www.virtualshareholdermeeting.com/PLBY2026.

The Annual Meeting is being held for the following purposes:

1.To elect two Class III directors, Tracey Edmonds and James Yaffe, to the Company’s Board of Directors;

2.To approve the amendment of the Company’s Amended & Restated 2021 Equity and Incentive Compensation Plan (the “Incentive Plan”), to increase the number of shares of the Company’s common stock, par value $0.0001 per share, available under the Incentive Plan by 10,000,000 shares (the “Incentive Plan Amendment Proposal”);

3.To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

4.To hold an advisory, non-binding vote to approve the compensation of the Company’s named executive officers; and

5.To consider and vote upon the proposal to adjourn or postpone the Annual Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Incentive Plan Amendment Proposal.

You may vote on these matters directly or by proxy. Whether or not you plan to virtually attend the Annual Meeting, the Company asks that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes:

•Vote online by going to www.proxyvote.com and following the instructions on the website;

•Vote by phone by calling the toll-free telephone number 1-800-690-6903 and following the recorded instructions; or

•Vote by mail, by completing and returning a proxy card in the addressed stamped envelope (which will be provided to those stockholders who request to receive paper copies of proxy materials by mail).

Only stockholders of record at the close of business on April 24, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the meeting.

As permitted by the Securities and Exchange Commission (“SEC”), the Company is providing access to its proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, the Company is mailing to its stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) instead of a paper copy of the proxy statement and a form of proxy card or voting instruction card. The Notice of Internet Availability contains instructions on how to access such proxy materials online. The Notice of Internet Availability also instructs you on how you may authorize a proxy to vote your shares over the Internet, how you can receive a paper copy of the proxy materials through the mail and how you can enroll in e-delivery. This distribution process is more resource and cost-efficient. The Notice of Internet Availability is first being mailed, and the proxy materials are expected to be made available, to the Company’s stockholders on or about April 30, 2026.

Important Notice of Internet Availability for the Annual Meeting to be held on June 16, 2026. The Notice of Internet Availability and the proxy materials for the Annual Meeting are available through the Internet at www.proxyvote.com. If you received proxy materials for the Annual Meeting via email, the email contains voting instructions and links to the proxy statement for the Annual Meeting on the Internet.

YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, Playboy, Inc. urges you to submit your vote via the Internet, telephone or mail.

By Order of the Board of Directors of Playboy, Inc.:

Chris Riley

General Counsel and Secretary

April 30, 2026

Playboy, Inc.

___________________________________

Proxy Statement

___________________________________

Table of Contents


			Page
General Information			3
Attendance at the Annual Meeting			4
Access to the Audio Webcast of the Annual Meeting			4
Log in Instructions			4
Annual Meeting Technical Assistance			4
Availability of Live Audio Webcast to Team Members and Other Constituents			4
Securities Entitled to Vote			5
Matters Scheduled for a Vote			5
Board Voting Recommendation			5
How to Vote			6
Vote Required			7
How to Obtain Proxy Materials			7
How Your Proxy Will be Voted			8
How to Change Your Vote After Submitting Your Proxy			8
Costs of Proxy Solicitation Borne by the Company			8
How to Submit Stockholder Proposals for Next Year’s Annual Meeting			9
Householding			9
How to Obtain the Results of Voting at Annual Meeting			9
Our Mailing Address			9

Proposal No. 1 - Election of Directors			10

Executive Officers and Additional Director Information			12
Board Diversity Matrix			14

Corporate Governance			15
Board Leadership Structure			15
Board Composition			15
Board Qualifications			16
Qualifications for Director Nominees			16
Family Relationships			17
Director Independence			17
Committees of the Board of Directors			17
Director Nominations			19
Communications with Directors			19
Risk Oversight			19
Code of Conduct and Ethics			20
Board Attendance			20
Delinquent Section 16(a) Reports			20

Director Compensation			20


Ownership of Common Stock			22
Equity Compensation Plan Information			25
Insider Trading Policy; Hedging and Pledging Prohibition			25
Clawback Policy			26

Executive Compensation			27
Summary Compensation Table			31
202 5 Grants of Plan-Based Awards Table			32
Outstanding Equity Awards at 202 5 Fiscal Year-End			33
Options Exercised and Stock Vested			34
Estimate of Potential Payments Upon Termination or Change in Control			35
Employment Agreements			36
Equity Incentive Plans			39
401(k) Plan and Similar Plans			40
Pension Benefits			40
Non-qualified Deferred Compensation			40
Pay Versus Performance			40

Certain Relationships and Related-Party Transactions			44
Related Person Transaction Policy			46

Principal Accountant Fees and Services			46
Pre-Approval of Audit and Non-Audit Services			47

Audit Committee Report			47

Proposal No. 2 - Incentive Plan Amendment Proposal			48

Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm			58

Proposal No. 4 - Advisory Vote on Named Executive Officer Compensation			60

Proposal No. 5 - Adjournment Proposal			61

Where to Get Additional Information			62

Cost of Proxy Statement and Solicitation			62

Stockholder Communications			62

Other Business			63

Form of Proxy Card			64

A ppendix A - Amended & Restated 2021 Equity and I n centive Compensation Plan			66

Appendix B - Incentive Plan Amendment			82

Table of Contents

PROXY STATEMENT

PLAYBOY, INC.

GENERAL INFORMATION

This Proxy Statement and the enclosed form of proxy card are being furnished to you in connection with the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Playboy, Inc. (“Playboy”, “we”, “us”, “our” or the “Company”). The Annual Meeting will be held on June 16, 2026, at 1:00 p.m., Eastern Time. The Annual Meeting will be held virtually via live audio webcast. You may attend the virtual Annual Meeting and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/PLBY2026. This Proxy Statement and the accompanying notice and form of proxy (the “proxy materials”) are first being made available on or about April 30, 2026 to stockholders of record with respect to our Common Stock at the close of business on April 24, 2026 (the “Record Date”).

At the Annual Meeting, you will be asked to consider and vote on the election of two directors; to approve the amendment of the Company’s Amended & Restated 2021 Equity and Incentive Compensation Plan (the “Incentive Plan”), to increase the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), available under the Incentive Plan by 10,000,000 shares (the “Incentive Plan Amendment Proposal”); to ratify the appointment of RSM US LLP (“RSM”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay”). At the Annual Meeting, you will also be asked to consider and vote on a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Incentive Plan Amendment Proposal at the time of the Annual Meeting (the “Adjournment Proposal”). If any other matter is properly presented at the Annual Meeting, the persons named in the accompanying proxy card will have discretionary authority to vote on that matter.

We are furnishing proxy materials to our stockholders over the Internet, and providing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) by mail. We believe that this process expedites stockholders’ receipt of proxy materials while lowering the costs and reducing the environmental impact of our Annual Meeting. The Notice of Internet Availability is first being mailed to stockholders of the Company on or about April 30, 2026. Our Board of Directors (the “Board”) has fixed the close of business on April 24, 2026 as the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. Except as set forth herein, only holders of Common Stock of record at the close of business on April 24, 2026 will be entitled to notice of, and to vote at, the Annual Meeting.

You will not receive a printed copy of the proxy materials unless you request to receive these materials in hard copy by following the instructions provided in the Notice of Internet Availability. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability also instructs you on how you may submit your proxy via the Internet, telephone or mail. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.


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Your proxy is being solicited by our Board. Your proxy may be revoked by written notice to our Secretary at our headquarters at any time before being voted. You may also revoke your proxy by submitting a proxy with a later date, entering a new vote by Internet or by telephone or by voting during your virtual attendance at the Annual Meeting. To vote online, please go to www.proxyvote.com and follow the instructions on the website. To vote by telephone, please call the toll-free telephone number 1-800-690-6903 and follow the recorded instructions. To vote by mail, please sign, date and return the proxy card in the postage-paid envelope (which will be provided to those stockholders who request to receive paper copies of these materials by mail). Votes submitted online or by mail must be received by 11:59 p.m., Eastern Time, on June 15, 2026. Submitting your vote online, by telephone or by mail will not affect your right to vote virtually during the Annual Meeting, if you choose to do so. Proxies that are properly delivered to us and not revoked before the closing of the polls during the Annual Meeting will be voted for the proposals described in this Proxy Statement in accordance with the instructions set forth in the Notice of Internet Availability. Your virtual presence at the Annual Meeting does not of itself revoke your proxy.

Attendance at the Annual Meeting

The Annual Meeting will be held entirely online. Stockholders of record as of the Record Date will be able to attend and participate in the Annual Meeting online by accessing www.virtualshareholdermeeting.com/PLBY2026. To join the Annual Meeting you will need to have your 16-digit control number, which is included in your Notice of Internet Availability and proxy card. Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting or in the event of any technical difficulties during the Annual Meeting.

Access to the Audio Webcast of the Annual Meeting

The live audio webcast of the Annual Meeting will begin promptly at 1:00 p.m. Eastern Time, on June 16, 2026. Online access to the audio webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time.

To attend the online Annual Meeting, log in at www.virtualshareholdermeeting.com/PLBY2026. Stockholders will need their 16-digit control number, which appears on the notice and the instructions that accompanied the proxy materials. If you do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the meeting.

Annual Meeting Technical Assistance

There will be a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number provided on the virtual meeting website at www.virtualshareholdermeeting.com/PLBY2026.

Availability of Live Audio Webcast to Team Members and Other Constituents

The live audio webcast will be available to not only our stockholders but also our team members and other constituents.


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Securities Entitled to Vote

Only stockholders of record at the close of business on the Record Date are entitled to notice of the Annual Meeting. Such stockholders may vote shares held by them at the close of business on the Record Date at the Annual Meeting. As of the close of business on the Record Date, there were 115,460,126 shares of our Common Stock outstanding held by 76 holders of record. Each share of Common Stock is entitled to one vote per share on each proposal to be considered by our stockholders.

Beneficial owners of shares are also invited to attend the Annual Meeting virtually and may vote their shares electronically during the Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/PLBY2026.

Stockholder of Record. If your Common Stock shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the “stockholder of record” with respect to those shares. As a stockholder of record, you may vote electronically during the Annual Meeting or vote by proxy in advance of the Annual Meeting. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote on the Internet as instructed in the Notice of Internet Availability that is mailed to you, by calling the toll-free telephone number 1-800-690-6903 and following the recorded instructions, or by proxy by mail, if you request a printed proxy card, to ensure your vote is counted.

Beneficial Owner. If your Common Stock shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the shares in your account. Your brokerage firm, bank, or other agent will not be able to vote on the election of directors, on the Incentive Plan Amendment Proposal, on the Say-on-Pay proposal or on the Adjournment Proposal unless they have your voting instructions, as these are considered non-routine matters and broker discretionary voting on these matters is prohibited, so it is very important that you indicate your voting instructions to the institution holding your shares. Beneficial owners of shares are also invited to attend the Annual Meeting virtually and may vote their shares electronically during the Annual Meeting.

Matters Scheduled for a Vote

There are five matters scheduled for a vote:

•Proposal 1: To elect a total of two director nominees;

•Proposal 2: To approve the Incentive Plan Amendment Proposal;

•Proposal 3: To ratify the selection of RSM as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

•Proposal 4: To hold an advisory, non-binding vote to approve the compensation of our named executive officers; and

•Proposal 5: To approve the Adjournment Proposal.

Aside from the proposals listed above, our Board knows of no other matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, shares represented by all proxies received by our Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxy holders.

Board Voting Recommendation

Our Board unanimously recommends that you vote your shares:

•“FOR” the election of both director nominees;

•“FOR” the Incentive Plan Amendment Proposal;


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•“FOR” the ratification of the selection of RSM as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

•“FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers; and

•“FOR” the Adjournment Proposal.

How to Vote

For Proposal 1, you may vote “FOR” all directors or “Withhold Authority” with respect to certain or all director nominees.

For Proposal 2, you may vote “FOR”, “Against” or abstain from voting with respect to the Incentive Plan Amendment Proposal.

For Proposal 3, you may vote “FOR”, “Against” or abstain from voting with respect to the ratification of the appointment of RSM as our independent registered public accounting firm.

For Proposal 4, you may vote, on an advisory basis, “FOR”, “Against” or abstain from voting with respect to the compensation of our named executive officers.

For Proposal 5, you may vote “FOR”, “Against” or abstain from voting with respect to the Adjournment Proposal.

The procedures for voting are outlined below.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record as of the Record Date, you may vote during the Annual Meeting by attending the Annual Meeting online and following the instructions posted at www.virtualshareholdermeeting.com/PLBY2026, by proxy over the Internet, by telephone or by mail. If your proxy is properly executed in time to be voted at the Annual Meeting, the shares represented by the proxy will be voted in accordance with the instructions you provide. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting virtually and vote electronically during the Annual Meeting if you have already voted by proxy.

1.To vote during the Annual Meeting, follow the instructions posted at www.virtualshareholdermeeting.com/PLBY2026. You will need the 16-digit control number included on your Notice of Internet Availability or your proxy card (if you received a paper copy of the proxy materials) or an email if one was sent to you to obtain your records and to vote.

2.To vote on the Internet, go to www.proxyvote.com and follow the instructions on the website. You will need the 16-digit control number included on your Notice of Internet Availability or your proxy card (if you received a paper copy of the proxy materials) or an email if one was sent to you to obtain your records and to vote.

3.To vote by telephone, please call the toll-free telephone number 1-800-690-6903 and follow the recorded instructions. You will need the 16-digit control number included on your Notice of Internet Availability or your proxy card (if you received a paper copy of the proxy materials) or an email if one was sent to you to obtain your records and to vote.

4.To vote by mail, sign, date and return the proxy card in the postage-paid envelope (which will be provided to those stockholders who request to receive paper copies of these materials by mail) to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a notice and voting instructions from that organization rather than from us. Simply follow the instructions to ensure that your vote is counted.


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Beneficial owners may also vote their shares electronically during the Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/PLBY2026. You will need the 16-digit control number included on the notice and voting instructions received from your broker, bank or other agent.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Vote Required

In accordance with our Second Amended and Restated Bylaws (our “Bylaws”), the presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions from voting on a proposal by a stockholder at the Annual Meeting, as well as broker non-votes, will be considered for purposes of determining the number of total votes present at the Annual Meeting for quorum purposes.

The affirmative vote of a plurality of the total votes cast for directors at the Annual Meeting is necessary to elect a director. No cumulative voting is permitted. The two nominees receiving the highest number of votes cast “FOR” will be elected. You may vote for both the director nominees, withhold authority to vote your shares for both director nominees or withhold authority to vote your shares with respect to any one of the director nominees. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes will have no effect on the election of the nominees.

The affirmative vote of a majority of the voting power of the votes cast by stockholders present or represented at the Annual Meeting is required to approve the Incentive Plan Amendment Proposal. The total number of votes cast “FOR” will be counted for purposes of determining whether sufficient affirmative votes have been cast to approve the Incentive Plan Amendment Proposal. Abstentions and broker non-votes will have no effect on the approval of the Incentive Plan Amendment Proposal.

The affirmative vote of a majority of the voting power of the votes cast by stockholders present or represented at the Annual Meeting is required to approve the ratification of the appointment of RSM as our independent registered public accounting firm. The total number of votes cast “FOR” will be counted for purposes of determining whether sufficient affirmative votes have been cast to approve the ratification of the appointment of RSM as our independent registered public accounting firm. Abstentions and broker non-votes will have no effect on the ratification of the appointment of RSM as our independent registered public accounting firm.

The affirmative vote of a majority of the voting power of the votes cast by stockholders present or represented at the Annual Meeting is required to approve, on an advisory, non-binding basis, the compensation of our named executive officers. The total number of votes cast “FOR” will be counted for purposes of determining whether sufficient affirmative votes have been cast to approve, on an advisory, non-binding basis, the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on the advisory approval of such Say-on-Pay proposal.

The affirmative vote of a majority of the voting power of the votes cast by stockholders present or represented at the Annual Meeting is required to approve the Adjournment Proposal. The total number of votes cast “FOR” will be counted for purposes of determining whether sufficient affirmative votes have been cast to approve the Adjournment Proposal. Abstentions and broker non-votes will have no effect on the approval of the Adjournment Proposal.

How to Obtain Proxy Materials

You will not receive a printed copy of the proxy materials unless you request to receive these materials in hard copy by following the instructions in the Notice of Internet Availability. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability also instructs you how you may submit your proxy via the Internet.


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How Your Proxy Will be Voted

When proxies are properly signed, dated and returned, the shares represented by the proxies will be voted in accordance with the instructions of the stockholder. If no specific instructions are given, you give authority to Marc Crossman and Chris Riley to vote the shares in accordance with the recommendations of our Board as described above. If any director nominee is not able to serve, proxies will be voted in favor of the other nominee and may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, then the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy.

How to Change Your Vote After Submitting Your Proxy

You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy in any one of three ways:

1.A duly executed proxy card with a later date or time than the previously submitted proxy;

2.A written notice that you are revoking your proxy to our Secretary, Chris Riley, care of Playboy, Inc., 10960 Wilshire Blvd., Suite 2200, Los Angeles, CA 90024; or

3.A later-dated vote on the Internet or by telephone, or by a ballot cast online during the Annual Meeting (simply virtually attending the Annual Meeting will not, by itself, revoke your proxy).

If you are a beneficial owner, you may revoke your proxy by submitting new instructions to your broker, bank, or other agent, or if you have received a proxy from your broker, bank, or other agent giving you the right to vote your shares at the Annual Meeting, by attending the meeting virtually and voting during the meeting.

Costs of Proxy Solicitation Borne by the Company

We will pay all the costs of preparing, mailing and soliciting proxies. We will ask brokers, banks, voting trustees and other nominees and fiduciaries to forward the proxy materials to the beneficial owners of our Common Stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing proxy materials, our directors, officers and employees may solicit proxies in person, by telephone or otherwise. These individuals will not be specially compensated. In addition, we have retained Okapi Partners, LLC (“Okapi”) to assist us in the solicitation of proxies for a fee of $10,000 plus out-of-pocket expenses and certain other potential solicitation and related expenses, and we will indemnify Okapi with respect to information provided by us to Okapi. You may contact Okapi as set forth below:

Okapi Partners, LLC

1212 Avenue of the Americas, 17th Floor

New York, NY 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others Call Toll-Free: (855) 208-8902

E-mail: info@okapipartners.com

How to Submit Stockholder Proposals for Next Year’s Annual Meeting

Our Bylaws, which were filed as Exhibit 3.4 to our Annual Report on Form 10-K for the year ended December 31, 2025, and are available via the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov, require that we be furnished with written notice with respect to:

•the nomination of a person for election as a director, other than a person nominated by or at the direction of the Board; and

•the submission of a proposal, other than a proposal submitted by or at the direction of the Board, at a meeting of stockholders.


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Under our Bylaws, timely written notice of stockholder nominations and business proposals to the Board pursuant to Article II, Section 8 of our Bylaws must be delivered to us generally not later than 90 days nor earlier than 120 days prior to the first anniversary of the preceding year’s annual meeting. Accordingly, any eligible stockholder who wishes to have a nomination or business proposal considered at the 2027 annual meeting of Playboy, Inc. stockholders must deliver a written notice (containing the information specified in our Bylaws regarding the stockholder and the proposed nominee or business proposal) to us between February 16, 2027 and March 18, 2027.

In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in order for any proposal of a stockholder to be considered for inclusion in our notice of meeting, proxy statement and proxy relating to the 2027 annual meeting of our stockholders, the proposal must be received by our Secretary by December 31, 2026.

In addition to satisfying the foregoing requirements, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide timely notice to us that sets forth the information required by Rule 14a-19 under the Exchange Act, with such notice being postmarked or transmitted electronically to our Secretary, Chris Riley, care of Playboy, Inc., 10960 Wilshire Blvd., Suite 2200, Los Angeles, CA 90024. To the extent that any information required by Rule 14a-19 is not required under our Bylaws to be included with your notice, we must receive such additional information by April 17, 2027.

Householding

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, service providers that deliver our communications to stockholders may deliver a single copy of our Notice of Internet Availability or Proxy Statement to multiple stockholders sharing the same address, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. Stockholders who participate in householding will continue to receive separate notices and/or proxy cards. This householding procedure reduces our printing costs and postage fees.

We will deliver promptly upon written or oral request a separate copy of our Notice of Internet Availability, Proxy Statement or Proxy Card, as applicable, to a stockholder at a shared address to which a single copy of the documents was delivered. Please contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department to request a separate copy of our Notice of Internet Availability, Proxy Statement or Proxy Card.

If you are eligible for householding, but you and other stockholders with whom you share an address currently receive multiple copies of our annual reports, proxy statements and/or notices of internet availability of proxy materials, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of our Proxy Statement or Notice of Internet Availability for your household, please contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.

How to Obtain the Results of Voting at the Annual Meeting

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting. If final voting results are not available to us within four business days following the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will file an additional Current Report on Form 8-K to publish the final voting results within four business days of such final voting results being made available to us.

Our Mailing Address

Our mailing address is Playboy, Inc., 10960 Wilshire Blvd., Suite 2200, Los Angeles, CA 90024.


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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The Company’s business affairs are managed under the direction of our Board. As of the date this Proxy Statement is made available to the Company’s stockholders, the Board consists of six members, as set forth below (with director nominees for election at this year’s Annual Meeting in bold).

Name

Age

Position

Ben Kohn

Chief Executive Officer, President, and Director

Suhail Rizvi

Director (Chairman of the Board)

György Gattyán

Director

Juliana F. Hill

Director

Tracey Edmonds

Director

James Yaffe

Director

The Board is divided into three classes: Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. Our stockholders will elect two directors in one class at this year’s Annual Meeting, as follows:

•Class III, which consists of Ms. Tracey Edmonds and Mr. James Yaffe, each of whom is subject to re-election for a new term that will expire at the Company’s annual meeting of stockholders to be held in 2029.

Ms. Edmonds and Mr. Yaffe are referred to in this proxy statement as the “nominees”. Upon their election to the Board, the nominees will serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. The Board’s Class I directors, consisting of Messrs. Kohn and Rizvi, and Class II directors, consisting of Mr. Gattyán and Ms. Hill, are not up for reelection. The Class I directors’ terms will expire at the Company’s annual meeting of stockholders to be held in 2027. The Class II directors’ terms will expire at the Company’s annual meeting of stockholders to be held in 2028.

The affirmative vote of a plurality of the total votes cast for directors is necessary to elect each nominee as a director. This means that the two nominees who receive the most votes will be elected to the two open directorships, even if they receive less than a majority of the votes cast. Each nominee has consented to his or her nomination and has advised us that he or she intends to serve if elected. If at the time of the Annual Meeting one or more of the nominees have become unable to serve: (i) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees; or (ii) the Board may, in accordance with our Bylaws, reduce the size of the Board or may leave a vacancy until a nominee is identified. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of Tracey Edmonds and James Yaffe as Class III directors.

The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills for each nominee that led the Corporate Governance and Nominating Committee of the Board (the “CGN Committee”) to recommend that person as a nominee for director as of the date of this proxy statement.

Tracey Edmonds has served as a director of the Company since February 2021. Ms. Edmonds has served as the Chief Executive Officer, President of Edmonds Entertainment since July 1996, through which she has produced groundbreaking and award-winning projects for television, film, music, and digital media. In 2019, Ms. Edmonds also founded the lifestyle, health and wellness media brand, AlrightNow.com for which she currently serves as Editor. From 2014 to 2017, Ms. Edmonds served as the Co-Host of ExtraTV for which she received an Emmy Award, Gracie Award, and Genie Award as Host. Previously, she served on the Board of Governors for the Producers Guild of America (PGA), where she also served as the Co-Chair for the PGA’s annual Produced By Conference for six years. She also served on the Board of Trustees for the American Film Institute and the Board of Trustees for The Recording Industry Association of America®. Ms. Edmonds is a member of the Academy of Motion Picture Arts and Sciences. She is a graduate of Stanford University and holds an Honorary Doctorate in Business from Southern University.

We believe Ms. Edmonds’ approximately 30 years of experience in the entertainment industry, which is highly relevant to our business, and as an entrepreneurial executive makes her well qualified as a member of our Board.


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James Yaffe has served as a director of the Company since February 2021. Mr. Yaffe is the founder and Chief Executive Officer of TA:DA Holdings, LLC (“TA:DA”), an operational holding company that buys and invests in human performance companies and was founded in April 2019. TA:DA’s current active growth equity investments include Freeletics, Karat, TransfrVR, The Mighty and Yahoo. Prior to TA:DA, Mr. Yaffe was a co-founder and Chief Strategy Officer at Ziff Davis (Nasdaq: ZD), running Strategy, M&A and Business Development from November 2011 to January 2019. Ziff Davis is a leading internet information and services company consisting of a portfolio of brands including IGN, Mashable, Humble Bundle, Speedtest, PCMag, RetailMeNot, Everyday Health and What to Expect. In January 2011, Mr. Yaffe co-founded FUEL:M+C (Media+Commerce), which provides growth equity to later stage companies in digital media, commerce and data verticals, including investments in Maker Studios (sold to The Walt Disney Company), Bureau of Trade (sold to eBay Inc.), Vox, Simply Gum and Morgenstern’s Ice Cream. From 2008 to January 2011, Mr. Yaffe served as a Managing Partner of Windsor Media, which makes investments in early-stage technology-enabled media companies including Vice, Square and Scopely. Mr. Yaffe is currently on the board of directors of TheMighty and Move.one, and he is active on the Advisory Board of The Ross School of Business at the University of Michigan. Mr. Yaffe holds a Bachelor of Arts degree in economics, marketing and communications from the University of Michigan.

We believe Mr. Yaffe’s many years as an investor, consultant, executive and board member with a range of companies brings invaluable experience to our Board.

Upon the recommendation of our CGN Committee, our Board has nominated Tracey Edmonds and James Yaffe as Class III directors, to serve until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified.

Vote Required

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE NOMINEES NAMED HEREIN (PROPOSAL NO. 1).


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EXECUTIVE OFFICERS & ADDITIONAL DIRECTOR INFORMATION

Set forth below is information regarding our executive officers and those directors who are not up for election at this year’s Annual Meeting. For biographical information regarding Ms. Edmonds and Mr. Yaffe, please see “Proposal No. 1—Election of Directors”.

Name

Age

Position

Ben Kohn

Chief Executive Officer, President, and Director

Marc Crossman

Chief Financial Officer and Chief Operating Officer

Chris Riley

General Counsel and Secretary

David Miller

President, Playboy, Media & Brand

Suhail Rizvi

Director (Chairman of the Board)

György Gattyán

Director

Juliana F. Hill

Director

Tracey Edmonds

Director

James Yaffe

Director

Ben Kohn has served as the Chief Executive Officer, President and a director of the Company since February 2021. Prior to that, he was the Chief Executive Officer, President and Chairman of Playboy Enterprises, Inc. (“PEI”) since January 2018, was its interim Chief Executive Officer from May 2016 to December 2017, and served on the board of directors of PEI since March 2011. From 2004 to December 2018, Mr. Kohn served as a Managing Partner at the private equity firm Rizvi Traverse Management, LLC (“Rizvi Traverse”), where he led the successful buyouts of major media and entertainment companies, including taking PEI private in 2011. Prior to that, Mr. Kohn was a Vice President at Angelo, Gordon & Co., where he focused on private equity and special situations, from 1998 to 2003. Mr. Kohn started his career at Cowen & Company, where he was an analyst in the mergers and acquisitions group from 1996 to 1998. Mr. Kohn also serves on the Board for the performance rights organization, SESAC. He received a Bachelor of Science degree in management from Tulane University and a Master of Business Administration degree from Columbia University.

We believe Mr. Kohn’s tenure with, and extensive knowledge of, the Company, business experience and deep background in growth companies, mergers and acquisitions qualifies him to serve on our Board. In addition, his service as the Chief Executive Officer and as a director creates a critical link between our management and our Board.

Marc Crossman has served as the Company’s Chief Financial Officer and Chief Operating Officer since March 2023. Mr. Crossman joined the Company from Rizvi Traverse, where he was a Partner and was responsible for investment sourcing and evaluation of technology venture capital investments, from May 2021 to March 2023. Prior to that, he served as the Chief Executive Officer of RealD Me (now known as Rain Technology), a consumer electronics company, from February 2019 to April 2021. From 2015 to January 2019, Mr. Crossman worked as a consultant and managed personal investments. Previously, Mr. Crossman served as the Chief Financial Officer of Joe’s Jeans Inc. from 2003 to 2006, and its Chief Executive Officer from 2006 to 2015, during which time he built the company into a leading premium denim brand with distribution in over 30 countries, a base of retail stores across the United States, and a domestic wholesale distribution platform in over 1,000 department and specialty stores. From January 1999 until March 2003, Mr. Crossman served as a Vice President and Equity Analyst with J.P. Morgan Securities Inc. From September 1997 until January 1999, Mr. Crossman served as a Vice President and Equity Analyst with CIBC Oppenheimer Corporation. Mr. Crossman received his Bachelor of Science degree in mathematics from Vanderbilt University.


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Chris Riley has served as the Company’s General Counsel and Secretary since February 2021, and prior to that was PEI’s General Counsel and Secretary since January 2019. From August 2014 to January 2019, Mr. Riley was General Counsel and Secretary of Machinima, Inc., helping lead Machinima through its acquisition by Warner Bros. From June 2013 through August 2014, Mr. Riley was an equity partner in the corporate group at Bingham McCutchen LLP. Mr. Riley served as an outside legal consultant from March 2011 to June 2013 to several businesses, including Playdom, Disney Interactive and The Walt Disney Company. Mr. Riley held progressively senior in-house legal positions with Ticketmaster Entertainment, Inc. from March 2005 through March 2010, ultimately serving as its General Counsel, Senior Vice President and Secretary during Ticketmaster’s successful spin-off from IAC/InterActiveCorp and Ticketmaster’s merger with Live Nation, Inc. Prior to that, between 2002 and 2005, Mr. Riley was General Counsel and Vice President of Match.com and held various legal positions within other businesses controlled by IAC from 1999 to 2002. From 1997 to 1999, Mr. Riley was an associate in the corporate group at Gibson Dunn & Crutcher LLP, and from 1995 to 1997, at Sidley Austin LLP. Mr. Riley holds a law degree from the University of California at Berkeley, School of Law and a Bachelor of Arts degree in philosophy from the University of Michigan.

David Miller has served as President, Playboy, Media & Brand, since February 2026. From 2018 to 2025, Mr. Miller served as Executive Vice President & General Manager of National Geographic Media, a division of National Geographic Partners, LLC, majority-owned by The Walt Disney Company (NYSE: DIS), a global producer and provider of entertainment and media. In that role, he held full profit and loss responsibility for National Geographic’s global media businesses. From 2016 to 2018, Mr. Miller served as Senior Vice President, Ad Product & Strategy at AOL Inc., then a subsidiary of Verizon Communications Inc. (NYSE: VZ), a global provider of technology, communications, and entertainment services. Mr. Miller received his Bachelor of Arts degree in American government from Georgetown University and his Master of Business Administration degree from The George Washington University School of Business.

Suhail Rizvi has served as a director of the Company since February 2021, and prior to that he was a director of PEI since March 2011. Mr. Rizvi is co-founder and Chief Investment Officer of Rizvi Traverse, a private investment firm founded in 2004. Rizvi Traverse has invested over $3.5 billion in the last 20+ years in a portfolio of private companies in the media, entertainment and technology sectors. The portfolio has included investments in International Creative Management (ICM), Summit Entertainment, PEI, Facebook, Twitter, Square, SESAC, Snapchat, Sandbox AQ, Vessel, SpaceX, Instacart and Planet Labs. Mr. Rizvi served on the Executive Board of The Wharton School of Business at the University of Pennsylvania from October 2006 to October 2019. Mr. Rizvi earned his undergraduate degree at The Wharton School of Business at the University of Pennsylvania in 1988.

We believe Mr. Rizvi’s more than 10 years as a director of PEI and the Company, and over 27 years of private equity investing, operations and management experience, makes him well qualified to serve as the Chairman of our Board.

György Gattyán was appointed to the Board in February 2025. Mr. Gattyán currently serves as the Class A Manager and Chief Executive Officer of Docler Holding S.a.r.l. (“Docler Holding”), a multinational information technology, media and entertainment company he founded in 2013 and is headquartered in Luxembourg. Docler Holding is the parent company of Byborg Enterprises SA (“Byborg”), which is the Company’s largest licensee and primarily focused on the development and operation of live streaming websites, including the webcam platform LiveJasmin, which Mr. Gattyán founded in 2001. Since 2016, he has also served as the joint owner, co-founder and Vice President of Federation Internationale de Teqball (FITEQ), the governing body presiding over teqball, a sport Mr. Gattyán co-created in 2014. In addition, since 2021, Mr. Gattyán has served as the Chairman of the Board of Trustees of each of the Gattyán Foundation and Docler Foundation, which provide support to disadvantaged children living in state care and engage in a range of other philanthropic endeavors, respectively. Since 2011, he has been the Co-Founder and Patron of the Junior Prima Primissima Foundation, which gives out the Junior Prima Award for Hungarian folk art and public education, and the founder of the “Docler Holding New Generation” Gábor Dénes Award, sponsoring young talents with singular achievements and quality works in the field of science. Mr. Gattyán holds degrees from Kodolányi János University and Semmelweis University.

We believe Mr. Gattyán’s experience as an entrepreneur, digital technology executive and as a director and chairperson of multiple organizations qualifies him to serve on the Board and to provide management and operational advice to the Board.


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Juliana F. Hill has served as a director of the Company since March 2022. From 2019 to 2025, Ms. Hill provided financial and strategic advisory services through JFH Consulting, LLC, a company she founded in 2013. Since 2020, Ms. Hill has also served as a director of National Cinemedia, Inc. (Nasdaq: NCMI), the largest cinema advertising network in the United States, and serves as the Chair of its Audit Committee. Previously, Ms. Hill held senior executive positions within finance at iHeartMedia, Inc., a digital media company formerly known as Clear Channel Communications, Inc., and was an audit manager at Ernst & Young LLP. Ms. Hill holds a Bachelor of Science degree in Accounting from Trinity University, and a Master of Business Administration degree from the Kellogg School of Management at Northwestern University. She is also a certified public accountant in the state of Texas.

We believe Ms. Hill’s experience as a financial executive and as a director and chairperson of a public company qualifies her to serve on our Board, to serve as chairperson of our Audit Committee and to provide guidance to our internal audit function and financial advice to our Board.

Board Diversity Matrix

The following Board Diversity Matrix presents certain Board diversity information, as self-disclosed by our current directors. While neither the Board nor the CGN Committee has a formal written policy regarding director diversity, both the CGN Committee and the Board consider the diversity of backgrounds and experience when selecting nominees for director election and in evaluating Board composition and performance. As we pursue future Board recruitment efforts, the CGN Committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of the Board. This includes seeking out individuals of diverse backgrounds and with diverse perspectives informed by other personal and professional experiences. This approach to the promotion of diversity has resulted in a group of directors, including the director nominees for the Annual Meeting, that we believe to be individuals of substantial accomplishment with demonstrated leadership capabilities, as further detailed in each director’s biography included in this Proxy Statement.

Playboy, Inc. Board Diversity Matrix

(As of April 24, 2026)

Tracey Edmonds

György Gattyán

Juliana F. Hill

Ben Kohn

Suhail Rizvi

James Yaffe

Gender Identity

Male

Female

Non-Binary

Did Not Disclose Gender

Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background


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CORPORATE GOVERNANCE

Board Leadership Structure

Currently, Ben Kohn is our Chief Executive Officer and Suhail Rizvi is the Chairman of our Board. While Mr. Kohn serves as a director, the roles of our Chief Executive Officer and our Chairman of the Board are separate. Mr. Rizvi and György Gattyán, along with our three independent directors, Tracey Edmonds, Juliana F. Hill and James Yaffe, are all non-employee directors. We believe this leadership structure is best for our company and our stockholders at this time. We believe that having our Chief Executive Officer serve as a director helps facilitate good communication between management and our non-employee directors, and that our non-employee directors are able to carry out their oversight responsibilities effectively.

The composition of our Board and the relationship between management and the non-employee directors puts each director in a position to influence agendas, flow of information, and other matters. Our independent directors hold regularly scheduled meetings without management and in which only the independent directors are present. Such meetings generally are held in conjunction with regularly scheduled Board meetings and at other times as may be requested by an independent director.

Our Board believes that management speaks for the Company. While individual non-employee directors may, from time-to-time, meet or otherwise communicate with various constituencies that are involved with us, it is expected that directors would do this with the knowledge of management and, absent unusual circumstances, only at the request of management.

Board Composition

On February 11, 2025, the Board expanded the size of the Board from five to seven directors (the “Board Expansion”) and appointed György Gattyán as a new Class II director. In August 2025, the Board appointed Natalia Premovic to the Board as an independent director; however, she then resigned from the Board in December 2025. As a result of the Board Expansion, the appointment of Mr. Gattyán, and the resignation of Ms. Premovic, the Board is currently comprised of six directors and has one vacant seat to be filled by a new independent director. Refer to the section entitled “Director Independence” below for additional information regarding independent directors.

The Board is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. The Company’s Board is divided into the following classes:

•Class I, which consists of Mr. Ben Kohn and Mr. Suhail Rizvi, whose terms will expire at the Company’s annual meeting of stockholders to be held in 2027;

•Class II, which consists of Ms. Juliana F. Hill and Mr. György Gattyán, whose terms will expire at the Company’s annual meeting of stockholders to be held in 2028; and

•Class III, which consists of Ms. Tracey Edmonds and Mr. James Yaffe, who are subject to re-election at the Annual Meeting for new terms that will expire at the Company’s annual meeting of stockholders to be held in 2029.

At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of the Board may have the effect of delaying or preventing changes in the Company’s control or management. The Company’s directors may be removed for cause by the affirmative vote of the holders of a majority in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting as a single class; provided, however, that at any time when Rizvi Traverse Management, LLC (together with its affiliates, “RT”) beneficially owns collectively, in the aggregate, less than 50% in voting power of the stock of the Company entitled to vote generally in the election of directors (as it did as of the Record Date), any such director or the entire Board may be removed only for cause and only by the affirmative vote of the holders of at least 66⅔% of the voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. Refer also to the section entitled “Certain Relationships and Related Party Transactions” in this Proxy Statement for additional information regarding RT and any Byborg rights to Board seats.


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Board Qualifications

The CGN Committee is responsible for (a) identifying individuals qualified to become members of the Board, and (b) recommending that the Board select the director nominees for the next annual meeting or any special meeting of the Company’s stockholders, or to fill a vacancy on the Board. The CGN Committee is also responsible for periodically assessing, developing and communicating with the full Board concerning the appropriate criteria to be utilized in evaluating potential director nominees.

Qualifications for Director Nominees

The CGN Committee has established the following minimum criteria for evaluating prospective Board candidates:

•Reputation for integrity, strong moral character and adherence to high ethical standards.

•Holds or has held a generally recognized position of leadership in community and/or chosen field of endeavor, and has demonstrated high levels of accomplishment.

•Demonstrated business acumen and experience, and ability to exercise sound business judgments and common sense in matters that relate to the current and long-term objectives of the Company.

•Ability to read and understand basic financial statements and other financial information pertaining to the Company.

•Commitment to understand the Company and its business, industry and strategic objectives.

•Commitment and ability to regularly attend and participate in meetings of the Board, Board committees and stockholders, number of other company boards on which the candidate serves and ability to generally fulfill all responsibilities as a director of the Company.

•Willingness to represent and act in the interests of all stockholders of the Company, rather than the interests of a particular group.

•Good health, and ability to serve.

•For prospective non-employee directors, independence under applicable SEC and stock exchange rules, and the absence of any conflict of interest (whether due to a business or personal relationship) or legal impediment to, or restriction on, the nominee serving as a director.

•Willingness to accept the nomination to serve as a director of the Company.

The Committee will also consider the following factors in connection with its evaluation of each prospective nominee:

•Whether the prospective nominee will generally foster a diversity of backgrounds, skills, perspectives and experiences (provided that the Company and the Board have not adopted any specific policy or criteria regarding director diversity).

•For potential audit committee members, whether the nominee possesses the requisite education, training and experience to qualify as “financially sophisticated” or the equivalent standard under applicable SEC rules, as applicable.

•For incumbent directors standing for re-election, the incumbent director’s performance during his or her term, including the number of meetings attended, level of participation, overall contribution to the Company, number of other company boards on which the director serves, and any changed circumstances affecting the individual director that may bear on his or her ability to continue to serve on the Board.

•The composition of the Board and whether the prospective nominee will add to or complement the Board’s existing strengths.

For information regarding the qualifications of each of our directors, we encourage you to read their biographies set forth in this Proxy Statement.


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Family Relationships

As of the date of this Proxy Statement, there are no family relationships between any of the Company’s directors or any of its executive officers.

Director Independence

Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Tracey Edmonds, Juliana F. Hill and James Yaffe are each an independent director under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. Our Chairman, Suhail Rizvi, and György Gattyán, both non-employee directors, were determined not to be independent directors, given their respective relationship with RT and Byborg, two of our largest stockholders, each controlling over 10% of our outstanding Common Stock, as well as due to Byborg being the Company’s largest licensee. In making these determinations, the Board considered the current and prior relationships that each non-employee director had or has with the Company and all other facts and circumstances the Board deemed relevant in determining independence, including the beneficial ownership of our Common Stock by each non-employee director, and the transactions involving them described below in the section entitled “Certain Relationships and Related Party Transactions”.

On December 16, 2025, we notified Nasdaq of the Company’s temporary noncompliance with the continued listing requirements as set forth in Nasdaq Listing Rule 5605(b) regarding the composition of the Board, because there is no longer a majority of independent directors on the Board due to the lack of one independent director. Following Ms. Premovic’s resignation as an independent director of the Company, the Board has three independent directors, three non-independent directors and one vacant seat to be filled by a new independent director. As Ms. Premovic was not on any committees of the Board, all committees of the Board remain composed solely of independent directors.

On December 18, 2025, we received a deficiency letter from Nasdaq, notifying the Company that it is not in compliance with Nasdaq Listing Rule 5605. The Company will rely on the cure period set forth in Nasdaq Listing Rule 5605(b)(1)(A) with respect to the composition of its Board, which cure period is expected to expire as of the date of the Annual Meeting. We are in the process of identifying a new independent director to appoint to the Board to fill the vacancy created by Ms. Premovic’s resignation, and we anticipate appointing such replacement director on or before the date of the Annual Meeting.

Committees of the Board

The standing committees of the Board consist of an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

Audit Committee

Ms. Edmonds, Ms. Hill and Mr. Yaffe serve on the Audit Committee of the Board, with Ms. Hill serving as the Chairperson of the Audit Committee. The Board determined that each of these individuals qualify as independent directors according to the rules and regulations of the SEC with respect to audit committee membership. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board also determined that Ms. Hill qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K. The Board has adopted a written charter for the Audit Committee, which was amended and restated in March 2026 and is available on our corporate website at https://investors.playboy.com. The information on our website is not part of this Proxy Statement. During 2025, the Audit Committee held five meetings and acted by unanimous written consent one time.

The Audit Committee’s duties, including those that are specified in our Audit Committee Charter, include, but are not limited to:

•reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our annual report on Form 10-K;

•discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;


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•discussing with management major risk assessment and risk management policies, including with respect to cybersecurity matters;

•monitoring the independence of the independent auditor;

•verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

•reviewing and approving all related-party transactions;

•inquiring and discussing with management our compliance with applicable laws and regulations;

•pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

•appointing or replacing the independent auditor;

•determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and

•establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies.

Compensation Committee

Ms. Edmonds, Ms. Hill and Mr. Yaffe serve on the Compensation Committee of the Board, with Ms. Edmonds serving as the Chairperson of the Compensation Committee. The Board determined that each of these individuals qualify as independent directors under the applicable SEC rules and regulations and Nasdaq listing standards. The Board has adopted a written charter for the Compensation Committee, which is available on our corporate website at https://investors.playboy.com. The information on our website is not part of this Proxy Statement. During 2025, the Compensation Committee held three meetings and acted by unanimous written consent four times.

Pursuant to our Compensation Committee charter, the functions of the Compensation Committee include:

•reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

•reviewing and approving the compensation of all of our other executive officers;

•reviewing our executive compensation policies and plans;

•implementing and administering our incentive compensation equity-based remuneration plans;

•assisting management in complying with our proxy statement and annual report disclosure requirements;

•approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

•producing a report on executive compensation to be included in our annual proxy statement; and

•reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The Compensation Committee charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.


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Corporate Governance and Nominating Committee

Ms. Edmonds, Ms. Hill and Mr. Yaffe serve on the CGN Committee, with Mr. Yaffe serving as the Chairperson of the CGN Committee. The Board determined that each of these individuals qualify as independent directors under the applicable SEC rules and regulations and Nasdaq listing standards. The Board has adopted a written charter for the CGN Committee, which is available on our corporate website at https://investors.playboy.com. The information on our website is not part of this Proxy Statement. During 2025, the CGN Committee held one meeting and acted by unanimous written consent two times.

Our CGN Committee is responsible for, among other matters:

•identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board;

•overseeing the organization of our Board to discharge the Board’s duties and responsibilities properly and efficiently;

•identifying best practices and recommending corporate governance principles; and

•developing and recommending to our Board a set of corporate governance guidelines and principles applicable to us.

In 2025 and through the Record Date, there were no material changes to the procedures by which stockholders may recommend nominees to our Board.

Director Nominations

The CGN Committee will consider suggestions of nominees from stockholders. Stockholders may recommend individuals for consideration by complying with the requirements of the SEC rules, the Nasdaq rules, and the Bylaws. The CGN Committee will evaluate a prospective nominee suggested by any stockholder in the same manner and against the same criteria as any other prospective nominee identified by the CGN Committee from any other source. Stockholders wishing to recommend a candidate for nomination should comply with the procedures set forth in the section above entitled “How to Submit Stockholder Proposals for Next Year’s Annual Meeting”.

Communications with Directors

Interested parties may communicate with our Board or with an individual director by writing to our Board or to the particular director and mailing the correspondence to: Playboy, Inc., 10960 Wilshire Blvd., Suite 2200, Los Angeles, CA 90024, Attention: Corporate Secretary. The Corporate Secretary will promptly relay to the addressee all communications that he determines require prompt attention and will regularly provide our Board with a summary of all substantive communications.

Risk Oversight

Our Board is responsible for overseeing our risk management process. Our Board focuses on our general risk management strategy, the most significant risks facing us, and will oversee the implementation of risk mitigation strategies by management. Our Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

The Audit Committee advises on guidelines and policies with respect to risk assessment and risk management to assess and manage the Company’s exposure to risk, including with respect to cybersecurity risks. The Committee also supervises the Company’s major financial risk exposures and the steps management has taken to monitor and control these exposures. To assist the Audit Committee and the Board with their risk oversight functions, the Company’s General Counsel regularly reports to them regarding litigation matters, insurance claims, any whistleblower tips, and any incidents relating to cybersecurity and data privacy.


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Code of Conduct and Ethics

The Company has adopted a code of business conduct and ethics (the “Ethics Code”) that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The Ethics Code contains general guidelines for conducting our business consistent with the highest standards of business ethics and compliance with applicable law, and is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K. Day-to-day compliance with the Ethics Code is overseen by the Company compliance officer appointed by our Board. The Company expects that, to the extent required by law, any amendments to the Ethics Code, or any waivers of its requirements, will be disclosed on our website. The Ethics Code is available on our corporate website at https://investors.playboy.com. The information on our website is not part of this Proxy Statement.

Board Attendance

Directors are expected to attend our annual meetings of stockholders, and two of our then current Board members and director nominees attended last year’s annual meeting. During 2025, the Board held 11 meetings and acted by unanimous written consent three times, and each director attended at least 75% of the combined Board meetings and meetings of committees on which he or she served (during the period which he or she served).

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, officers, and persons that own more than 10 percent of a registered class of our Company’s equity securities to file reports of ownership and changes in ownership with the SEC.

Based solely upon our review of the copies of such forms filed electronically with the SEC during the fiscal year ended December 31, 2025, we believe that each person who, at any time during such fiscal year, was a director, officer, or beneficial owner of more than 10 percent of our Common Stock timely complied with all Section 16(a) filing requirements during such fiscal year ended December 31, 2025, except that our former director Natalia Premovic, who resigned from the Board in December 2025, filed a Form 4 late with respect to the forfeiture of previously granted restricted stock units in connection with such resignation due to inadvertent delay, which was promptly addressed.

DIRECTOR COMPENSATION

Our Non-Employee Director Compensation Policy became effective as of February 10, 2021 and was amended on April 20, 2023. Our Non-Employee Director Compensation Policy consists of both cash and equity components. We also currently reimburse our directors for their reasonable out-of-pocket expenses in connection with attending Board and committee meetings.

On April 20, 2023, the Non-Employee Director Compensation Policy was amended, in consultation with the Compensation Committee’s independent compensation consultant, Exequity LLP (“Exequity”). Under the amended policy, the annual equity grant was reduced from $200,000 in grant date value to a grant date value of $100,000, the initial equity grant in grant date value of $200,000 was eliminated, and each non-employee director is eligible to receive an annual cash retainer of $65,000 for service on the Board. In addition, each non-employee director is eligible to receive the following additional annual cash retainers for serving in the applicable committee role:

•Chairperson of the Audit Committee: $20,000

•Member of the Audit Committee (other than the Chairperson): $10,000

•Chairperson of the Compensation Committee: $15,000

•Member of the Compensation Committee (other than the Chairperson): $10,000

•Chairperson of the CGN Committee: $15,000

•Member of the CGN Committee (other than the Chairperson): $10,000


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•Chairperson and/or Member of a Special Committee: the Board may from time to time award an additional retainer for non-employee directors serving on a special committee of the Board.

The annual retainers are to be paid quarterly, in arrears. In the event a non-employee director does not serve in a pertinent role for an entire calendar quarter, the applicable retainer will be prorated for the portion of such calendar quarter actually served. Non-employee directors may elect to receive vested shares of Common Stock in lieu of the foregoing cash retainers on the date on which such retainers would otherwise have been paid in cash in accordance with the terms and conditions of our equity incentive plan.

Non-employee directors are also required to retain ownership of at least 25% of the shares of Common Stock of the Company awarded to them (net of taxes) and maintain such ownership until their departure from the Board.

Director Compensation Table

The following table sets forth information concerning the compensation paid to our directors who were not named executive officers during the year ended December 31, 2025. The compensation received by Mr. Kohn as an employee of our company is presented in “Executive Compensation—Summary Compensation Table”.


Name	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3)	All Other Compensation ($)	Total ($)
Suhail Rizvi(1)	—	159,163	—	159,163
Tracey Edmonds	100,000	107,000	—	207,000
James Yaffe	100,000	107,000	—	207,000
Juliana F. Hill	105,000	107,000	—	212,000
György Gattyán(4)	57,514	107,000	—	164,514
Natalia Premovic(5)	23,571	—	—	23,571

____________________________

(1) Mr. Rizvi elected to receive his director cash fees through the issuance of stock awards in lieu of cash payments.

(2) The amounts in this column include 2025 cash director fees of $25,000, $25,000, $26,250 and $16,250 that were earned as of December 31, 2025 but not paid until the first quarter of 2026 to Ms. Edmonds, Mr. Yaffe, Ms. Hill and Mr. Gattyán, respectively.

(3) The amounts in these columns reflect the aggregate grant date fair value of RSU awards, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. As of December 31, 2025, the total number of RSUs awarded to each non-employee director and still outstanding was as follows: Mr. Rizvi (100,000 RSUs), Ms. Edmonds (100,000 RSUs), Mr. Yaffe (100,000 RSUs), Mr.Gattyán (100,000 RSUs) and Ms. Hill (100,000 RSUs), and the non-employee directors held no other outstanding stock awards or option awards. The amount for Mr. Rizvi includes RSUs for $32,500 of his 2024 director fees, which RSUs were actually granted in 2025. As of December 31, 2025, Mr. Rizvi had not yet been issued RSUs in respect of $65,000 of his 2025 director fees, which RSUs were granted in April 2026 and are therefore not included in the 2025 table above.

(4) Mr. Gattyán was appointed to the Board in February 2025.

(5) Ms. Premovic was appointed to the Board in August 2025 and resigned from the Board in December 2025. Ms. Premovic’s RSU award granted to her in 2025 was forfeited by her and canceled upon her resignation.


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OWNERSHIP OF COMMON STOCK

The following table sets forth information regarding the beneficial ownership of the Company’s Common Stock as of April 24, 2026 (the Record Date) by:

•each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) known by the Company to be the beneficial owner of more than 5% of shares of our Common Stock;

•each of the named executive officers and directors of the Company; and

•all current executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days of April 24, 2026. Company stock issuable upon exercise of options and warrants currently exercisable or exercisable within 60 days of April 24, 2026 are deemed outstanding solely for purposes of calculating the percentage of total voting power of the beneficial owner thereof.

The beneficial ownership of our Common Stock is based on 115,460,126 shares of our Common Stock issued and outstanding as of April 24, 2026.

Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.


Name and Address of Beneficial Owners(1)	Number of Shares of Common Stock	% of Outstanding Shares
Greater than 5% Holders
Rizvi Traverse Management, LLC(2)	18,579,105	16.1	%
The Million S.a.r.l.(3)	15,000,000	13.0	%
FIG Buyer GP, LLC(4)	16,589,531	14.4	%

Named Executive Officers and Directors
Ben Kohn(5)	5,337,036	4.5	%
Marc Crossman(6)	515,180	*
Chris Riley(7)	1,010,269	*
Suhail Rizvi(2)(8)	18,579,105	16.1	%
György Gattyán(3)(9)	15,000,000	13.0	%
Tracey Edmonds(10)	215,010	*
Juliana F. Hill(11)	307,653	*
James Yaffe(12)	314,976	*
David Miller(13)	—	*

Current Executive Officers and Directors as a group (9 individuals)(14)	41,279,229	34.5	%

*Less than 1%.

(1)Unless otherwise noted, the business address of each of the following entities or individuals is 10960 Wilshire Blvd., Suite 2200, Los Angeles, California 90024.


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(2)Represents 14,311,573 shares of Common Stock held by Rizvi Traverse Management, LLC and the funds (the “funds”) it controls (collectively, “Rizvi Traverse”), 3,727,779 shares held by Rizvi Master LLC (an entity solely controlled by Mr. Rizvi), 51,434 shares held by Rizvi Interests Inc. (an entity solely controlled by Mr. Rizvi), 388,319 shares in respect of RSUs held by Mr. Rizvi which have vested and 100,000 shares of Common Stock that Mr. Rizvi has the right to acquire within 60 days of April 24, 2026 upon the vesting of RSUs. Does not include any shares Mr. Rizvi may be entitled to receive in lieu of payment of cash director fees or any shares held solely by Mr. John Giampetroni. Mr. Rizvi and Mr. Giampetroni are the managers of Rizvi Traverse. Each of Rizvi Traverse and the funds may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by such entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. Each of Rizvi Traverse and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Rizvi Traverse, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The address of Rizvi Traverse and its affiliates, including Messrs. Rizvi and Giampetroni, is c/o Rizvi Traverse Management, LLC, 801 Northpoint Parkway, Suite 129, West Palm Beach, FL 33407.

(3)Consists of 14,900,000 shares of Common Stock held by The Million S.a.r.l, which is a wholly owned subsidiary of Byborg, and 100,000 shares of Common Stock that Mr. Gattyán has the right to acquire within 60 days of April 24, 2026 upon the vesting of RSUs. Byborg is a subsidiary of Docler Holding. Does not include shares issuable upon the settlement of RSUs that may occur more than 60 days from April 24, 2026. The address of The Million S.a.r.l. and its affiliates (including Mr. Gattyán) is 44 Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

(4)Represents 16,589,531 shares of Common Stock that may be deemed to be beneficially owned by FIG Buyer GP, LLC (“FIG Buyer”). FIG Buyer is the general partner of Foundation Holdco LP (“Foundation”) and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. Foundation is the sole member of FIG Parent, LLC (“FIG Parent”) and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. FIG Parent is the sole member of FINCO I LLC (“FINCO”) and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. FINCO is the sole member of FINCO I Intermediate Holdco LLC (“FINCO Intermediate”) and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. FINCO Intermediate is the sole member of Fortress Investment Group LLC (“Fortress”) and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. Fortress is the sole member of FIG Blue LLC (“FIG Blue”) and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. FIG Blue is the general partner of Fortress Operating Entity I LP (“FOE”) and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. FOE is the holder of all of the issued and outstanding membership interests of FIG LLC (“FIG LLC”) and Fortress Principal Investment Holdings IV LLC (“FPI IV”) and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. FPI IV is the managing member of Drawbridge Special Opportunities GP LLC (“DBSO GP”) and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. FIG LLC is the holder of all membership interests in Drawbridge Special Opportunities Advisors LLC (“DBSO Advisors”) and another investment advisor to certain investment funds that hold Common Stock and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. DBSO GP is the general partner of Drawbridge Special Opportunities Fund LP (“DBSO”) and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. DBSO Advisors is the investment advisor to DBSO and investment manager to an entity that holds Common Stock and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. DBSO directly holds Common Stock and is the direct or indirect holder of membership interests in certain entities that hold Common Stock and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. The address of the principal office of each of the foregoing entities is: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.


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(5)Consists of 2,033,100 shares of Common Stock held by Mr. Kohn, 75,361 shares of Common Stock held directly by Cold Springs Trust, of which Mr. Kohn is a beneficiary, 50,000 shares of Common Stock held directly by Bircoll Kohn Family Trust, for which Mr. Kohn is a trustee and a controlling person, 445,309 shares of Common Stock held directly by Woodburn Dr LP, an entity controlled by Mr. Kohn, 1,000,000 shares of Common Stock that Mr. Kohn has the right to acquire within 60 days of April 24, 2026 upon the settlement of RSUs and 1,733,266 shares of Common Stock that Mr. Kohn has the right to acquire within 60 days of April 24, 2026 through the exercise of options. Does not include shares beneficially owned by Rizvi Traverse, of which Mr. Kohn may have an indirect pecuniary interest of less than 1% as a result of non-controlling equity interests held by Mr. Kohn in affiliates of Rizvi Traverse, or shares issuable upon the settlement of RSUs that may occur more than 60 days from April 24, 2026. Mr. Kohn disclaims beneficial ownership of the shares owned by Cold Springs Trust, Bircoll Kohn Family Trust and Woodburn Dr LP, except to the extent of his pecuniary interest therein.

(6)Represents 145,572 shares of Common Stock held by Mr. Crossman, 19,608 shares of Common Stock held by Mr. Crossman’s wife and 350,000 shares of Common Stock that Mr. Crossman has the right to acquire within 60 days of April 24, 2026 upon the settlement of RSUs. Does not include shares issuable upon the settlement of RSUs that may occur more than 60 days from April 24, 2026. Mr. Crossman disclaims beneficial ownership of his wife’s shares, except to the extent of any pecuniary interest therein.

(7)Represents 396,069 shares of Common Stock held by Mr. Riley, 350,000 shares of Common Stock that Mr. Riley has the right to acquire within 60 days of April 24, 2026 upon the settlement of RSUs and 264,200 shares of Common Stock that Mr. Riley has the right to acquire within 60 days of April 24, 2026 through the exercise of stock options. Does not include shares issuable upon the settlement of RSUs or exercise of stock options that may occur more than 60 days from April 24, 2026.

(8)Mr. Rizvi, a member of the Company’s Board, is a manager of Rizvi Traverse. Mr. Rizvi disclaims beneficial ownership of all shares held by Rizvi Traverse referred to in footnote (2) above, except to the extent of any pecuniary interest therein.

(9)Mr. Gattyán, a member of the Company’s Board, is a control person of The Million S.a.r.l. Mr. Gattyán disclaims beneficial ownership of all shares held by The Million S.a.r.l. referred to in footnote (3) above, except to the extent of any pecuniary interest therein.

(10)Consists of 115,010 shares of Common Stock and 100,000 shares of Common Stock that Ms. Edmonds has the right to acquire within 60 days of April 24, 2026 upon the vesting of RSUs.

(11)Consists of 207,653 shares of Common Stock and 100,000 shares of Common Stock that Ms. Hill has the right to acquire within 60 days of April 24, 2026 upon the vesting of RSUs.

(12)Consists of 214,976 shares of Common Stock and 100,000 shares of Common Stock that Mr. Yaffe has the right to acquire within 60 days of April 24, 2026 upon the vesting of RSUs.

(13)Mr. Miller became an executive officer of the Company as of February 23, 2026. Does not include shares issuable upon the settlement of RSUs that may occur more than 60 days from April 24, 2026.

(14)Represents such shares of Common Stock held as of April 24, 2026 and potential stock issuable upon exercise of options or the vesting of RSUs within 60 days of April 24, 2026 as set forth in footnotes (2) through (13) above.


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Equity Compensation Plan Information

The following table provides information as of December 31, 2025 with respect to the shares of the Company’s Common Stock that may be issued under its 2018 Plan (defined below) and the Incentive Plan.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(¹)	Weighted average exercise price of outstanding options, warrants and rights (b)(²)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(3)
Equity compensation plans approved by security holders	8,121,573	$2.12	1,160,627
Equity compensation plans not approved by security holders	—	—	—
Total	8,121,573		1,160,627

_________________________

(1) Consists of 2,002,582 vested RSUs not yet settled, 4,121,525 unvested and outstanding RSUs, and issued and outstanding options to purchase 1,997,466 shares of Common Stock.

(2) Excludes RSUs and PSUs, because they have no exercise price.

(3) Includes only shares available for issuance as of December 31, 2025 under our Incentive Plan, as no additional shares are to be issued under our 2018 Equity Incentive Plan (the “2018 Plan”). The Incentive Plan provides for an annual increase in shares available for issuance; on the first day of each fiscal year of the Company during the term of the Incentive Plan, the aggregate number of shares of Common Stock that may be issued under the Incentive Plan shall automatically increase by a number equal to (a) 4% of the total number of shares of Common Stock actually issued and outstanding on the last day of the preceding fiscal year or (b) a lesser number of shares of Common Stock (including zero) determined by the Board.

Insider Trading Policy; Hedging and Pledging Prohibition

Our insider trading policy prohibits directors, officers, employees, and consultants (including each of our named executive officers), as well as certain family members, others living in such covered person’s household, and entities whose transactions in Company securities are subject to their influence or control, from trading in securities of the Company (or securities of any other company with which the Company does business) while in possession of material nonpublic information, with certain limited exceptions, including in connection with a Rule 10b5-1 plan adopted in compliance with our insider trading policy. Before any of our directors, executive officers or other covered persons identified by our insider trading policy engages in certain transactions involving Company securities, such person must obtain pre-clearance and approval of the transaction from our General Counsel.

In addition, our insider trading policy prohibits all employees (including our executive officers), members of our Board, and certain consultants, as well as anyone living in such persons’ households, entities in which such persons serve as the general partner or in which they own or hold a controlling interest, trusts of which such persons are a trustee, settlor or beneficiary, estates of which such persons are an executor or beneficiary, or any other group or entity where such person has or shares with others the power to decide whether to buy Company securities, from engaging in derivative securities transactions, including hedging, pledging company securities as collateral, holding company securities in a margin account, or other inherently speculative transactions with respect to our capital stock.

Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Hedging transactions may permit a director, officer or employee to continue to own our securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as our other stockholders. Therefore, directors, officers and employees are prohibited by our insider trading policy from engaging in any such transactions.


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Our insider trading policy only permits pledges of our securities by employees, officers and directors with the written pre-approval of our General Counsel. Under that policy, our General Counsel only approves pledges of our securities by directors and officers in amounts consistent with guidelines approved by the CGN Committee of the Board. As of the Record Date, no pledges by officers and directors had been approved in accordance with the policy and the guidelines.

Clawback Policy

We have an executive compensation clawback policy, adopted effective as of November 20, 2023 (the “Clawback Policy”), to address requirements under rules recently adopted by the SEC and Nasdaq mandating the clawback of applicable incentive compensation upon a restatement of our financial statements. The Clawback Policy applies with respect to a restatement of our financial statements even in the absence of any fraud or misconduct by an executive officer. In the event of a required accounting restatement (including a “little-r” restatement) of our financial statements, we are generally required to recover from our applicable executive officers any incentive-based compensation that was based wholly or in part upon the attainment of any financial reporting measure and was received by current or former executive officers after December 1, 2023, to the extent that such compensation based on the erroneously reported financial information exceeds the amount derived from the restated financial information. The Clawback Policy requires that such applicable executive officer return to the Company any such excess compensation received during the three completed fiscal years immediately preceding the date we are required to prepare an accounting restatement. The Clawback Policy provides for mandatory clawback by us of such excess compensation, with certain exceptions, including: (a) the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered (provided that we must make a reasonable attempt to recover such erroneously awarded compensation, document our reasonable attempts to effect a recovery, and provide that documentation to Nasdaq) and (b) a recovery from certain tax-qualified retirement plans would likely cause such plans to fail to meet the statutory requirements for tax exemption. To facilitate the application of the Clawback Policy, we require our executive officers to agree to repay any such excess compensation in accordance with the Clawback Policy. The Company’s right of recovery under the Clawback Policy is in addition to any other remedies or rights of recovery that are available to the Company under applicable law or pursuant to other Company policies or agreements, including any applicable clawback provisions of the 2018 Plan and the Incentive Plan.

We filed a copy of the Clawback Policy as Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We will disclose in our annual proxy statement any action to recover compensation under the Clawback Policy during or following the end of the most recently completed fiscal year. No such action was required to be taken by us during the fiscal year ended December 31, 2025. No executive officer incentive-based compensation was tied to any of the restated financial measures for any period. There was no erroneously awarded compensation under the Clawback Policy for 2025.


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EXECUTIVE COMPENSATION

Unless otherwise indicated or the context otherwise requires, references in this section to the “Company”, “Playboy”, “we”, “us”, “our” and other similar terms refer to Playboy, Inc. and its consolidated subsidiaries.

The compensation provided to our named executive officers is detailed in the Summary Compensation Table, other tables and the accompanying footnotes, and narrative following this section. Our named executive officers for 2025 were:

•Ben Kohn, Chief Executive Officer and President

•Marc Crossman, Chief Financial Officer and Chief Operating Officer

•Chris Riley, General Counsel and Secretary

Compensation-Setting Process

Compensation Committee’s Role

Our Board has delegated to its Compensation Committee the authority and responsibility for reviewing, evaluating, and determining the compensation to be paid to executive officers, overseeing our compensation policies, and administering the compensation plans and programs for the Company. The Compensation Committee has overall responsibility for determining and/or approving the compensation of our executive officers, including our Chief Executive Officer. Members of the Compensation Committee are appointed by the Board. The Compensation Committee consists of three members of the Board: Tracey Edmonds, Juliana F. Hill and James Yaffe, none of whom is an executive officer of the Company and each of whom qualifies as an “independent director” under Nasdaq rules. We rely on the knowledge and experience of our Compensation Committee members and our management in determining the appropriate compensation for our executive officers. Our Chief Executive Officer and other members of our management team provide input to the Compensation Committee, which also refers to market data for executive compensation and considers input from our compensation consultants.

Compensation Consultant’s Role

The Compensation Committee has the authority to engage the services of outside consultants. The Compensation Committee has retained Exequity, an independent board and management advisory firm, since September 2022, as its independent compensation consultant. Exequity reports directly to the Compensation Committee.

Our Compensation Committee has reviewed Exequity’s independence under applicable SEC and Nasdaq rules annually. Our Compensation Committee concluded each year that Exequity is independent within the meaning of such rules and that its engagement did not present any conflict of interest.

Management’s Role

Management’s role is to make recommendations to the Compensation Committee regarding our compensation programs and policies, and to implement the programs and policies approved by the Compensation Committee. Our Chief Executive Officer makes recommendations to the Compensation Committee with respect to compensation for our executive officers, including our named executive officers, other than himself. The Compensation Committee considers our Chief Executive Officer’s recommendations, but ultimately has final approval of all compensation for our executive officers, including the types of award and specific amounts. All such determinations by our Compensation Committee are discretionary.

No executive officer participated directly in the final determinations regarding his or her own compensation package or was present during such determinations.

The Compensation Committee meets regularly in executive session. Our Chief Executive Officer is not present during Compensation Committee deliberations or votes on his compensation and shall recuse himself from sessions of the Board where it acts on his compensation.

Elements of Executive Compensation

Our current compensation program generally consists of the following components:

•base salary;


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•annual bonuses;

•equity-based awards; and

•other benefits.

We combine these elements to formulate compensation packages that provide competitive pay, reward achievement of financial, operational, and strategic objectives, and align the interests of our executive officers with those of our stockholders. The overall use and weight of each compensation element is based on our subjective determination of the importance of each element in meeting our overall objectives, including motivating executive officers with an owner’s mentality.

Base Salary

The Compensation Committee determines base salaries of our executive officers, which are subject to review annually. The Compensation Committee may adjust executive officer base salaries, from time to time, to reflect changes in market conditions or other factors, and subject to the terms of any employment agreements.

The table below sets forth information regarding the year-end base salary amounts for our 2025 named executive officers (“NEOs”). Except for Marc Crossman, whose 2025 base salary was established in 2023, the 2025 base salaries of our other NEOs were established in 2021. All NEOs’ base salaries were established pursuant to employment agreements (including amendments thereto) entered into with the Company.


Name			2025 Base Salary
Ben Kohn			$850,000
Marc Crossman			$400,000
Chris Riley			$400,000

In March 2026, the Compensation Committee approved increasing the base salary of Mr. Kohn to $1,000,000, of Mr. Crossman to $500,000 and of Mr. Riley to $500,000.

Annual Bonuses

The Company uses annual cash incentive bonuses for executive officers to tie a portion of their compensation to financial and operational objectives achievable within the applicable fiscal year. The Compensation Committee selects any applicable performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the executive officers, subject to the terms of any employment agreement. Following the end of each year, to the extent applicable, the Compensation Committee determines the extent to which the performance targets were achieved and the amount of the award that is payable to the executive officers, taking into consideration each individual’s bonus target set forth in their respective employment agreement (which did not change in 2025 from prior years). The Compensation Committee also retains discretion to award individual discretionary bonuses.

The employment agreements in effect during 2025 for each of Messrs. Kohn, Crossman and Riley provided for an annual cash bonus based on a target percentage of each named executive officer’s base salary: a target of 100% for Mr. Kohn and a target of 80% for each of Mr. Crossman and Mr. Riley. See “Employment Agreements” below. Such annual cash bonuses, if any to be provided in a given year, are based on the achievement of performance criteria which may relate to financial and non-financial metrics as reasonably determined by the Board or Compensation Committee. In 2025, the Compensation Committee tied the named executive officers’ annual cash bonuses to the Company’s achievement of an annual revenue target for 2025 of $120.5 million and an Adjusted EBITDA target for 2025 of $15.2 million, in each case as such metrics are defined and/or determined as set forth in the Company’s 2025 Annual Report on Form 10-K filed with the SEC, as well as achievement of certain corporate development objectives. The Compensation Committee determined that, for 2025, such criteria were fully satisfied or exceeded, and approved the payment of annual cash bonuses in the amount of 108% of each named executive officer’s target bonus percentage (i.e., 108% bonus for Mr. Kohn and 86.4% bonus for both Mr. Crossman and Mr. Riley). See note 1 to the “Summary Compensation Table” below for additional details for bonuses paid to each named executive officer for the years 2024 and 2025 (as applicable).


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Stock-Based Awards

We use stock-based awards to reward long-term performance and incentivize future performance of our executive officers and other employees and service providers. We believe that providing a meaningful portion of the total compensation package in the form of stock-based awards aligns the incentives of our executive officers with the interests of our stockholders and motivates and helps retain our executive officers and other personnel. Stock-based awards are awarded under the Incentive Plan, which was approved by our stockholders in 2021.

Neither the Board nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, including with respect to options, nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has generally granted such awards once a year to directors and executive officers. In addition to the annual grants of equity awards, equity awards may be granted at other times during the year to newly hired or promoted employees, and in other special circumstances. In 2025, we did not grant any stock options, stock appreciation rights, or similar option‐like instruments.

We generally issue three forms of equity awards:

Restricted Stock Units (RSUs). RSUs represent the right to receive one share of Common Stock for each unit granted, subject to a continued service requirement, so the value of the RSUs is tied to the performance of the Company’s Common Stock. RSUs typically vest over multiple years, subject to continued service through each vesting date. See the “2025 Grants of Plan-Based Awards Table” below for RSUs granted to our named executive officers in 2025.

Performance-based Restricted Stock Units (PSUs). PSUs represent the right to receive one share of Common Stock for each unit granted, subject to a continued service requirement. Whereas the vesting of our RSUs is time-based, our PSUs vest upon the achievement of certain performance metrics determined at the time of the grant of the PSUs, subject to continued service through each vesting date. To date, all of our PSUs have had vesting based upon the achievement of certain share price targets by our Common Stock, as quoted on Nasdaq. As with our RSUs the value of the PSUs is tied to the performance of the Company’s Common Stock.

In October 2021, Messrs. Kohn and Riley received a grant of PSUs that were to vest in four equal tranches arising upon the achievement of each of the following 30-day volume-weighted average prices for a share of our Common Stock: $20, $30, $40 and $50; provided that each such price was achieved on or prior to the seventh anniversary of the vesting start date (February 10, 2021) of such PSUs. The vesting start date was determined pursuant to the terms of our employment agreements with our named executive officers and is related to the closing date of the consummation of the business combination of PEI and Mountain Crest Acquisition Corp (“MCAC”) in 2021 (the “Business Combination”), pursuant to which our predecessor public company MCAC became PLBY Group, Inc. (now known as Playboy, Inc.) and PEI became a wholly-owned subsidiary of PLBY Group, Inc. Prior to October 9, 2023, the first three milestones had been achieved, resulting in 75% of the grant having vested. As of October 9, 2023, the vesting terms for Messrs. Kohn and Riley’s PSUs were amended to eliminate the remaining milestone such that the remaining unvested shares vested 50% on June 30, 2024 and 50% on June 30, 2025. No PSUs were granted by the Company in 2025.

Stock Options. Stock options are granted with an exercise price based on the market price of the Company’s Common Stock on the date of grant (as quoted on Nasdaq). The stock options will have value to our executive officers only if the fair market value of our Common Stock increases after the date of grant, which provides a strong incentive to our executive officers to increase stockholder value. Additionally, stock options typically vest over multiple years, subject to continued service through each vesting date. We view stock options as inherently performance-based and an effective tool to motivate our executive officers to build stockholder value and reinforce our position as a growth company.

The exact awards granted are not determined based on a specific formula, but rather through the exercise of judgment after considering various factors, including compensation provided to other executives with similar responsibilities, including in our peer group and within our company, the current unvested equity held by such executive officer, and the perceived retentive value of the proposed awards. We also consider each executive officer’s individual performance, including the results and contributions delivered during the year and how they align with our short-term and long-term goals, the executive’s leadership within the Company, the cash compensation received by the executive officer, and feedback received from the executive officer’s peers and team. No stock options were granted by the Company in 2025.


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Other Employee Benefits

Like other employees, our executive officers, including our named executive officers, are able to participate in our employee benefit and welfare plans, including life and disability insurance, medical and dental care plans, and a 401(k) plan. We match contributions made to our 401(k) plan by our employees up to 3.5% of their wages, including our named executive officers. All of the named executive officers participated in our 401(k) plan.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist our executives in the performance of their duties, to make our executive team more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits for executives will be subject to review and approval by the compensation committee.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), limits the amount that we may deduct from our U.S. federal taxable income for compensation paid to persons who are “covered employees”, for purposes of Section 162(m), to $1 million per covered employee per year. While we are mindful of the benefit of full tax deductibility of compensation, we also value the flexibility of compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, we may approve compensation that may not be fully deductible.

No Tax Reimbursement of Parachute Payments and Deferred Compensation

We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during 2024 or 2025, and we have not agreed and are not otherwise obligated to provide any named executive officer with such a “gross-up” or other reimbursement.

Accounting Treatment

We account for stock-based compensation in accordance with the authoritative guidance set forth in ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including PSUs, RSUs, and stock options, over the period during which the award recipient is required to perform services in exchange for the award.

Compensation Committee Interlocks and Insider Participation

None of the Company’s executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other body performing equivalent functions) of any entity that has one or more executive officers serving as a member of the Board or the Compensation Committee.


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Summary Compensation Table


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Ben Kohn Chief Executive Officer & President	2025	850,720	918,000	1,908,229	—	—	11,158	3,688,107
	2024	852,838	850,000	652,174	—	—	9,754	2,364,766
Marc Crossman Chief Financial Officer & Chief Operating Officer	2025	400,720	345,600	667,880	—	—	10,619	1,424,819
	2024	401,686	320,000	228,261	—	50,000	8,677	1,008,624
Chris Riley General Counsel and Secretary	2025	400,720	345,600	667,880	—	—	12,850	1,427,050
	2024	401,935	320,000	228,261	—	50,000	12,581	1,012,777

______________

(1) The 2024 amounts for Messrs. Kohn, Crossman and Riley were transaction bonuses paid in March 2025 for such officers’ efforts to achieve the successful completion of major financing and business transactions in the fourth quarter of 2024. No performance-based cash bonuses were awarded to the named executive officers for 2024. The 2025 amounts for Messrs. Kohn, Crossman and Riley were annual bonuses determined pursuant to 2025 performance criteria determined by the Compensation Committee, and which bonuses were actually paid in March 2026.

(2) The amounts in this column reflect the aggregate grant date fair value of RSU awards, calculated in accordance with FASB ASC Topic 718.

(3) The amounts in this column reflect the aggregate grant date fair value of option awards, calculated in accordance with FASB ASC Topic 718.

(4) The 2024 amounts for Messrs. Crossman and Riley include a cash retention bonus paid in January 2025.

(5) The amount in this column includes matching contributions to the named executive officer’s 401(k) plan account and work from home stipend.


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2025 Grants of Plan-Based Awards Table

The following table presents, for each of the named executive officers, information concerning each grant of RSUs made during the year ended December 31, 2025. There were no PSU or option grants made to any of the named executive officers in 2025. This information supplements the information about these awards set forth in the 2025 Summary Compensation Table.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock or Units (#)

All Other Option Awards: Number of Shares Underlying Options (#)

Exercise or Base Price of Option Awards ($/share)

Grant Date Fair Value of Stock and Option Awards ($)(3)

Name

Grant Date

Type of Award

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target
(#)

Maximum (#)

Ben Kohn

5/2/2025(1)

RSU

783,392

838,229

5/2/2025(2)

RSU

1,000,000

1,070,000

Marc Crossman

5/2/2025(1)

RSU

274,187

293,380

5/2/2025(2)

RSU

350,000

374,500

Chris Riley

5/2/2025(1)

RSU

274,187

293,380

5/2/2025(2)

RSU

350,000

374,500

______________

(1) The shares underlying these awards to Messrs. Kohn, Crossman and Riley vest in full on June 30, 2026, provided that the shares underlying their awards shall accelerate and fully vest upon a Change of Control of the Company (as defined in the Incentive Plan), upon a sale of the majority of the assets of the Company or upon termination of such officer without cause.

(2) The shares underlying these awards to Messrs. Kohn, Crossman and Riley vest in full on April 30, 2026, provided that the shares underlying their awards shall accelerate and fully vest upon a Change of Control of the Company (as defined in the Incentive Plan), upon a sale of the majority of the assets of the Company or upon termination of such officer without cause.

(3) In accordance with SEC requirements, the amounts in this column reflect the aggregate grant date fair value of stock and option awards calculated in accordance with FASB ASC Topic 718. The amounts reported do not reflect compensation actually received by the named executive officers.


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Outstanding Equity Awards at 2025 Fiscal Year-End

The following table presents, for each of the named executive officers, information regarding their outstanding non-qualified stock options (“NSOs”) and RSUs held as of December 31, 2025.

Option Awards

Stock Awards

Name

Grant Date

Type of Award

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)(¹)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(¹)

Ben Kohn

3/20/2019

NSO

948,322(2)

—

3.35

3/20/29

4/22/2022

RSU

45,414(3)

85,378

10/09/2023

NSO

321,981(4)

—

0.66

10/09/33

10/09/2023

NSO

462,963(4)

—

0.66

10/09/33

05/02/2025

RSU

783,392(5)

1,472,777

05/02/2025

SEC Form DEF 14A filed by Playboy Inc.