UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 316, 2026

PLAYBOY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39312

37-1958714

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


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

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	PLBY	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 1.~~02 Departure~~01 Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Appointment~~On June 16, 2026, as further described in Item 5.07 below, the stockholders of ~~New~~Playboy, ~~Independent~~Inc. ~~Director~~(the “Company”) approved the amendment (the “Amendment”) of the Company’s Amended & Restated 2021 Equity and Incentive Compensation Plan (as so amended, the “Plan”) to increase the number of shares of Company common stock, par value $0.0001 per share (the “Common Stock”), available under the Plan by 10 million shares. No other changes were made to the Plan. The Amendment became effective as of June 16, 2026. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

OnItem ~~June~~5.07 Submission ~~3, 2026, the Board~~ of ~~Directors~~Matters ~~(the “Board”) of Playboy, Inc. (the “Company”) appointed Jennifer Cabalquinto~~ to ~~the Board, as~~ a ~~new,~~Vote ~~non-employee, independent Class I director. As a result~~ of ~~the~~Security ~~appointment of Ms~~Holders. ~~Cabalquinto, the Board is currently comprised of seven directors, four of whom the Board has determined are independent.~~

~~Ms.~~On ~~Cabalquinto,~~June 5816, ~~has served as Chair of the Board of Directors of KQED~~2026, the ~~San~~Company ~~Francisco~~held ~~Bay~~its ~~Area’s~~2026 ~~Public~~Annual ~~Broadcasting~~Meeting ~~Service and National Public Radio affiliate, since January 2023, and she previously chaired KQED’s Finance Committee from January 2021 to December 2022. Ms. Cabalquinto has also served on the board~~ of ~~directors~~Stockholders of (the ~~American~~“Annual Century Investments California funds, since July 2021, where she chairs the Audit Committee and serves on the Technology & Risk Committee and Portfolio Committee. Ms. Cabalquinto previously served as an independent director and Audit Committee Chair of Sabio Holdings Inc. (TSXV: SBIO / OTCQX: SABOFMeeting”), ~~a publicly traded ad-tech company, from 2022~~ to ~~2024.~~consider ~~In addition to her public company~~ and ~~mutual~~vote ~~fund governance experience, Ms. Cabalquinto has served~~ on the ~~boards~~following ofseven ~~private equity-backed companies and nonprofit organizations~~proposals, ~~providing~~each ~~oversight~~ of ~~audit,~~which ~~risk~~is ~~management,~~described ~~strategy,~~in ~~and~~greater ~~finance~~detail ~~matters. From~~in ~~2021~~the to 2023, Ms. Cabalquinto served as Chief Financial Officer of 2K, a publishing label of Take-Two Interactive Software, Inc. (NASDAQ: TTWO). In that role, she led finance operations and business process transformation initiatives supporting Take-TwoCompany’s ~~global~~definitive ~~video~~proxy ~~game~~statement ~~publishing~~filed ~~business.~~with From 2013 to 2020, Ms. Cabalquinto served as Chief Financial Officer of Golden State Warriors Sports, LLC. In that role, she oversaw financial planning, accounting, treasury, and strategic finance activities for the ~~organization~~Securities and ~~its~~Exchange ~~related~~Commission ~~entities,~~on ~~including~~April ~~the Chase Center development project. Before that~~30, Ms. Cabalquinto held several senior finance leadership positions with NBCUniversal Media, LLC and its affiliated businesses, including serving as Chief Financial Officer of Universal Studios Hollywood and Vice President of Finance for NBCUniversal’s television operations. Earlier in her career, she held finance leadership roles at Telemundo Communications Group and began her career with Ernst & Young LLP. Ms. Cabalquinto holds a Bachelor of Science degree in accounting from the State University of New York at Binghamton.2026:

Ms1.To ~~Cabalquinto~~elect ~~brings~~two toClass ~~the~~III ~~Board~~directors ~~extensive~~(Tracey ~~public~~Edmonds ~~company financial oversight, audit~~ and ~~risk~~James ~~management~~Yaffe) expertise, operational leadership experience, and deep knowledge of brand-driven and consumer-facing businesses. Her more than 30 years of strategic finance and corporate governance experience with media, entertainment, sports, consumer, and technology-related businesses, including multiple publicly traded companies, qualifies her to ~~serve on~~ the ~~Board,~~Company’s ~~and to provide business and governance guidance to the~~ Board ~~and~~of ~~management.~~ Directors;

Ms2.To ~~Cabalquinto~~approve ~~will~~an beamendment ~~compensated~~to ~~in accordance with~~ the ~~Company’s standard compensation policies and practices for non-employee directors of the Board~~Plan, ~~which~~to isincrease ~~described in~~ the ~~Company’s~~number ~~Definitive~~of ~~Proxy~~shares ~~Statement~~of onCommon ~~Schedule~~Stock ~~14A,~~available ~~filed~~under ~~with~~such ~~the~~plan ~~U.S.~~by ~~Securities~~10 ~~and~~million ~~Exchange~~shares ~~Commission~~ (the “~~SEC”)~~Incentive onPlan ~~April~~Amendment ~~30, 2026. The Company will also enter into its standard form of indemnification agreement for Board members (the “Indemnification Agreement~~Proposal”) with Ms. Cabalquinto. The form of Indemnification Agreement is attached as Exhibit 10.26 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021. The Board will determine which committees of the Board Ms. Cabalquinto will be appointed to, if any, at a later date, and will file an amendment to this Current Report on Form 8-K to disclose any such appointment. ;

In3.To ~~connection~~ratify ~~with~~the ~~her~~ appointment, ~~the~~of ~~Board~~RSM ~~has~~US ~~determined~~LLP ~~that Ms. Cabalquinto is an “independent director”~~ as ~~contemplated by Listing Rule 5605(b)(1) of The Nasdaq Stock Market LLC (“Nasdaq”). Ms. Cabalquinto’s initial term will expire at~~ the Company’s ~~2027~~independent ~~annual~~registered ~~meeting~~public ofaccounting ~~stockholders,~~firm orfor ~~her earlier resignation or removal. As of~~ the ~~date~~fiscal ofyear ~~this~~ending ~~Current~~December ~~Report on Form 8-K~~31, ~~neither~~2026; Ms. Cabalquinto nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Ms. Cabalquinto party to any understanding or arrangement pursuant to which she was appointed as a director. Ms. Cabalquinto does not have any family relationship with any director or executive officer of the Company.

~~Compliance~~4.To ~~with~~hold ~~Nasdaq~~a ~~Rules~~non-binding, ~~Following~~advisory ~~Appointment~~vote to approve the compensation of ~~Ms.~~the ~~Cabalquinto~~Company’s named executive officers (“Say on Pay”); and

On5.To ~~June~~approve ~~3, 2026,~~ the ~~Company~~adjournment ~~notified~~or ~~Nasdaq~~postponement of ~~Ms. Cabalquinto’s appointment to~~ the ~~Board.~~Annual ~~As a result of Ms. Cabalquinto’s appointment~~Meeting, onfrom ~~June~~time 3,to ~~2026~~time, ~~Nasdaq~~to ~~confirmed~~a ~~that~~later ~~the~~date ~~Company~~or ~~regained~~dates, ~~compliance~~if ~~with~~necessary ~~Nasdaq~~or ~~Listing Rule 5605(b)(1)~~appropriate, ~~which~~to ~~requires~~solicit ~~that~~additional ~~the~~proxies ~~majority~~if ofthere ~~the~~are ~~board~~insufficient ofvotes ~~directors~~to ofapprove athe ~~Nasdaq-listed~~Incentive ~~company~~Plan beAmendment ~~comprised~~Proposal of(the “~~independent~~Adjournment ~~directors~~Proposal” ~~as defined in the applicable listing rules of Nasdaq~~).

~~The~~Below ~~Company~~are ~~issued~~the afinal ~~press~~voting ~~release,~~results for each of the items voted on ~~June~~at 4,the ~~2026~~Annual Meeting, ~~announcing~~indicating that: (i) each of the ~~appointment~~director nominees received a plurality of ~~Ms.~~the ~~Cabalquinto~~votes tocast and, therefore, each was elected, (ii) the ~~Board.~~Incentive APlan ~~copy~~Amendment Proposal was approved by a majority of votes cast, (iii) a majority of the ~~press~~votes ~~release~~cast isvoted ~~attached~~to ratify RSM US LLP as ~~Exhibit~~the ~~99.1~~Company’s toindependent ~~this~~registered ~~Current~~public ~~Report~~accounting firm for the fiscal year ending December 31, 2026, (iv) a majority of the votes cast voted in favor of approving, on ~~Form~~a 8non-Kbinding, advisory basis, the compensation of the Company’s named executive officers, and is(v) ~~incorporated~~a bymajority ~~reference~~of ~~herein~~the votes cast voted to approve the Adjournment Proposal.


Election of Directors:
	For	Withheld	Broker Non-Votes
Tracey Edmonds	66,785,683	6,442,410	22,070,425
James Yaffe	66,833,063	6,395,030	22,070,425


Incentive Plan Amendment Proposal:
	For	Against	Abstain	Broker Non-Votes
Approve an amendment to the Plan to increase the number of shares of Common Stock available under the Plan by 10 million shares	64,871,388	8,324,758	31,947	22,070,425

Ratification of Auditors:

For

Against

Abstain

Ratify the appointment of RSM US LLP as independent registered public accountants of the Company for 2026

94,484,116

582,623

231,779


Say on Pay:
	For	Against	Abstain	Broker Non-Votes
Non-binding advisory vote to approve the compensation of the Company’s named executive officers	65,300,890	7,874,378	52,825	22,070,425

Adjournment Proposal:

For

Against

Abstain

Approve the adjournment or postponement of 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

65,663,365

7,529,785

34,943

Item 8.01 Other Events.

On June 17, 2026, the Company made an investor presentation (the “Investor Presentation”) available on its website at https://investors.playboy.com/investors/events-and-presentations. The Company intends to use the Investor Presentation from time to time in investor communications and conferences. A copy of the Investor Presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K, inclusive of any exhibits incorporated herein by reference, contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve certain risks and uncertainties, including statements regarding anticipated financial performance and results of the Company, the pending completion of a previously disclosed investment in the Company, the planned use of proceeds from such investment, further deleveraging of the Company, and other statements identified by words such as “could,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” “would,” or similar expressions and the negatives of those terms. Additionally, the Investor Presentation contains forward-looking statements regarding the business, plans and results of the Company and its subsidiaries. The Company cannot give any assurance that its business or plans will be successful and/or that its operational and/or financial results will be realized as expected. Forward-looking statements are not promises or guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, and which could cause actual results to differ materially from those contemplated in such forward-looking statements, including, but not limited to, the risks as may be detailed from time to time in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other reports the Company files with the U.S. Securities and Exchange Commission. The Company’s actual results could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update or revise these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.


(d)			Exhibits

ExhibitNo.						Description
99.1						Press Release, dated June 4, 2026
10.1						Amendment to the Playboy, Inc. Amended & Restated 2021 Equity Incentive Compensation Plan, effective as of June 16, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1						Investor Presentation, made available June 17, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 4, 2026	PLAYBOY, INC.
Dated: June 17, 2026	PLAYBOY, INC.
	By:	/s/ Chris Riley
	Name:	Chris Riley
	Title:	General Counsel &and Secretary

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