v3.26.1
Related Party Transactions
3 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Transactions with Byborg
On November 5, 2024, The Million S.a.r.l, a subsidiary of Byborg, completed the purchase of 14,900,000 shares of our common stock and became a significant stockholder of the Company as of such date. Thus, both The Million S.a.r.l and Byborg, as well as their affiliates, are considered related parties of the Company.
During the three months ended March 31, 2026 and 2025, we recognized $5.0 million in minimum guaranteed royalties in each such period as licensing revenue pursuant to the LMA. Operating expenses related to the Playboy digital businesses licensed to Byborg were $3.8 million in the first quarter of 2025, and we recorded such expense in our condensed consolidated statements of operations for the three months ended March 31, 2025 pursuant to the terms of our transition services agreement with Byborg (the “TSA”). Refer to Note 19, Related Party Transactions, within the notes to our audited consolidated financial statements set forth in our Annual Report on Form 10-K, filed with the SEC on March 16, 2026, for details regarding the TSA.
In the second quarter of 2025, we reached the $5.0 million threshold of operating expenses of the digital businesses which we were responsible for under the LMA. As of March 31, 2026 and December 31, 2025, remittances payable to Byborg pursuant to the LMA totaled $2.8 million at each such period end, the majority of which were paid to Byborg in the second quarter of 2026 and first quarter of 2026, respectively.
Transactions with Our Primary Lender and Its Affiliates
On January 29, 2025, we completed the conversion of 7,000 shares of the 28,000.00001 outstanding shares of our then-outstanding Series B Convertible Preferred Stock into 3,784,688 shares of our common stock, at a conversion price of $1.84956 per share in accordance with the terms of the Series B Convertible Preferred Stock. On August 22, 2025, we completed the conversion of all remaining 21,000.00001 outstanding shares of Series B Convertible Preferred Stock into 12,439,730 shares of our common stock, at a conversion price of $1.74448 per share, in accordance with the terms of the Series B Convertible Preferred Stock. As a result of such conversions, a total of 14,008,313 shares of common stock were issued to affiliates of our primary senior secured lender, and our primary senior secured lender and its affiliates became a related party of the Company. Refer to Note 11, Convertible Preferred Stock, for further information on our Series B Convertible Preferred Stock and its conversion resulting in the elimination of all outstanding shares of our Series B Convertible Preferred Stock as of August 22, 2025.
Total debt, net of unamortized debt issuance costs and debt premium, attributable to affiliates of our primary senior secured lender under the term loan described in Note 8, Debt, was $142.9 million and $158.0 million for the three months ended March 31, 2026 and December 31, 2025, respectively, out of which $142.9 million and $156.6 million was classified as noncurrent for the three months ended March 31, 2026 and December 31, 2025, respectively. Accrued interest attributable to affiliates of our primary senior secured lender is included in other current liabilities and accrued expenses in our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 was $0.5 million and $0.4 million, respectively. The interest expense attributable to affiliates of our primary senior secured lender for the three months ended March 31, 2026 was $2.3 million.
Transactions with UTG
UTG Brands Management Group is considered a related party of the Company as the noncontrolling interest holder in the New China JV, which is a consolidated variable interest entity of the Company, and as the operator of all aspects of Playboy’s licensing business in China, Hong Kong and Macau. Refer to Note 9, Variable Interest Entity, for details.