Playboy, Inc. has amended a previously disclosed agreement regarding a stock repurchase program with Fortress Investment Group. The amendment, entered into on October 26, 2026, modifies the terms of a backstop agreement with The Million S.a.r.l. and Rizvi Master LLC.
Under the original agreement, The Million and Rizvi Master LLC were obligated to purchase shares that Playboy failed to buy under a repurchase agreement with Fortress. The Million S.a.r.l. is an affiliate of Byborg Enterprises SA and György Gattyán, a director and stockholder of the company. Rizvi Master LLC is an affiliate of Suhail Rizvi, another director and stockholder.
The amendment, known as Amendment No. 1 to the Backstop Agreement, changes the obligations for a specific tranche of shares. The Million is now obligated to purchase all 4,761,905 shares of Common Stock scheduled for purchase under the repurchase agreement on or before November 1, 2026. The aggregate cash consideration for these shares is set at $5,000,000.25, payable on or before November 1, 2026.
Concurrently, Rizvi Master LLC’s commitment to purchase any of these shares has been reduced to zero. The Million and Rizvi Master LLC also agreed that neither party would receive a backstop fee attributable to these specific shares.
The amendment was approved by Playboy’s board of directors and its Audit Committee. The Sellers (Fortress affiliates) consented to the amendment, and DBD Credit Funding LLC, acting as the administrative agent under the company’s senior secured credit facility, provided prior written consent.
