Related Party Transactions |
9 Months Ended |
|---|---|
Sep. 30, 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. In addition, on December 14, 2024, we entered into the LMA with Byborg, pursuant to which Byborg agreed to license the operation of our Playboy Plus, Playboy TV (online and linear) and Playboy Club digital businesses and to license the right to use certain Playboy trademarks and other intellectual property for related businesses and certain other categories. The LMA has an initial term of 15 years, with the operations and license rights pursuant to the LMA having commenced as of January 1, 2025. Pursuant to the LMA, we receive minimum guaranteed royalties of $20 million per year of the term, which are paid in installments during each year. In addition, per the terms of the LMA, Byborg prepaid the minimum guaranteed amount for the second half of year 15 of the initial term of the LMA, which was received in the third quarter of 2025. We are also entitled to receive excess royalties from the businesses licensed to and operated by Byborg, on the terms and conditions set forth in the LMA. We recognized $5.0 million of minimum guaranteed royalties as licensing revenue pursuant to the LMA during each of the three months ended September 30, 2026 and 2025, and we recognized $15.0 million of minimum guaranteed royalties as licensing revenue pursuant to the LMA during each of the nine months ended September 30, 2026 and 2025. As of September 30, 2026, the remittances payable to Byborg totaled $3.5 million. Remittances payable to Byborg pursuant to the LMA as of December 31, 2025 were $2.8 million, the majority of which was paid in the first quarter of 2026. 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 additional details regarding our transition services agreement with Byborg (the “TSA”). 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 $140.1 million and $158.0 million as of September 30, 2026 and December 31, 2025, respectively, of which $123.5 million and $156.6 million were classified as noncurrent as of September 30, 2026 and December 31, 2025, respectively. Accrued interest attributable to affiliates of our primary senior secured lender, which is included in other current liabilities and accrued expenses in our condensed consolidated balance sheets, was $3.6 million and $0.4 million as of September 30, 2026 and December 31, 2025, respectively. Beginning with the interest period that commenced on June 26, 2026, interest on the A&R Term Loans is payable quarterly in arrears, and the accrued interest as of September 30, 2026 was paid in October 2026. The interest expense attributable to affiliates of our primary senior secured lender for the three and nine months ended September 30, 2026 was $2.0 million and $6.3 million, respectively. The interest expense recorded as attributable to affiliates of our primary senior secured lender for the period from August 22, 2025 (the date of the Second Conversion), when such affiliates became related parties, through September 30, 2025 was $0.7 million. On June 18, 2026, we entered into the Repurchase Agreement with certain affiliates of our primary lender, pursuant to which we agreed to repurchase an aggregate of 16,589,531 shares of our common stock for an aggregate purchase price of $17.4 million, payable in four installments through December 31, 2026. During the nine months ended September 30, 2026, we repurchased 4,761,905 shares of common stock for $5.0 million in cash. We are contractually obligated to settle the remaining installments in cash. Accordingly, a liability of $14.8 million was established at inception and is presented as a liability pursuant to a stock repurchase agreement on our condensed consolidated balance sheets, with a corresponding reduction to additional paid-in capital, measured at the present value of the remaining amount payable. As of September 30, 2026, the liability for the remaining installment obligations was $12.2 million, representing the present value of the remaining payments. We also incurred $0.2 million of legal fees in connection with the Repurchase Agreement, which were recorded as a reduction of additional paid-in capital in our condensed consolidated balance sheet as of September 30, 2026. Following completion of transactions contemplated by the Repurchase Agreement, the affiliates of our primary lender that are party to the Repurchase Agreement will cease being significant holders of our common stock. Refer to Note 10, Stockholders’ Equity, for further information about the Repurchase Agreement. Transactions with Significant Stockholders / Director Affiliates In connection with the Repurchase Agreement, on June 18, 2026, we entered into a backstop agreement (the “Backstop Agreement”) with Rizvi Master LLC, an affiliate of Rizvi Traverse Management, LLC and our director Suhail Rizvi, and The Million S.a.r.l., an affiliate of Byborg and our director György Gattyán (collectively, the “Backstop Purchasers”). Each of these parties is a significant stockholder of the Company, holding greater than 10% of our outstanding common stock, and each is an affiliate of a member of the Board. Accordingly, the Backstop Agreement constitutes a related party transaction. Under the Backstop Agreement, the Backstop Purchasers are obligated, on a several and pro rata basis according to their respective percentage obligations (55.4946% for Rizvi Master LLC and 44.5054% for The Million S.a.r.l.), to purchase directly from the sellers, on the same terms and at the same fixed price of $1.05 per share, any shares that we do not purchase under the scheduled installments of the Repurchase Agreement. The backstop commitment excludes the $2.0 million installment paid by us at the initial closing under the Repurchase Agreement and terminates upon the earlier of satisfaction of the commitment, termination of the Repurchase Agreement, or twelve months from the date of the Backstop Agreement. Each Backstop Purchaser’s participation is subject to a beneficial ownership cap of 29.99% of our outstanding common stock. As consideration for the backstop commitment, we are obligated to pay the Backstop Purchasers a fee equal to 5.0% of the committed amount that is not used to purchase shares, payable in shares of common stock (valued based on the volume-weighted average price for the five trading days preceding the date of the Backstop Agreement) or, if such share settlement would cause a backstop purchaser to exceed the ownership cap, in cash. We have concluded that the backstop fee represents a direct and incremental cost of reacquiring our own shares and is accrued as a reduction to additional paid-in capital as the related shares are repurchased. During the three months ended September 30, 2026, a backstop fee of $0.2 million was earned and settled through the issuance of 101,790 shares of common stock to the Backstop Purchasers pursuant to the Backstop Agreement. On October 26, 2026, the Backstop Agreement was amended to permit The Million S.a.r.l. to purchase directly from the sellers all 4,761,905 shares comprising the installment due on or before November 1, 2026, which it did. Refer to Note 19, Subsequent Events, for additional information. Transactions with UTG UTG 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 our Playboy licensing business in China, Hong Kong and Macau. Refer to Note 9, Variable Interest Entity, for additional details.
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