Playboy (PLBY) to Buy Back 16.6M Shares From Fortress at $1.05

Playboy, Inc. agreed to repurchase Fortress Investment Group's entire ~16.6 million-share stake for roughly $17.4 million — about 28% below the market price at announcement.

By the FiledFeed automated desk Jun 22, 2026 1:27 PM ET

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

Playboy, Inc. (NASDAQ: PLBY) signed an agreement on June 18, 2026 to buy back all 16,589,531 shares held by funds affiliated with Fortress Investment Group at $1.05 per share, totaling roughly $17.4 million. The company paid $2.0 million upfront and will pay the remaining ~$15.4 million in three installments through December 31, 2026. If Playboy misses a payment, an affiliate of Rizvi Traverse Management and The Million S.a.r.l. (an affiliate of Byborg Enterprises SA) have committed to step in and buy the shares instead.

Playboy, Inc. (NASDAQ: PLBY) announced it has agreed to repurchase the entire equity stake held by funds affiliated with Fortress Investment Group, according to an 8-K (a filing companies use to report major news) filed June 22, 2026. The deal, signed June 18, covers 16,589,531 shares — nearly 15% of the company's total shares outstanding — at a fixed price of $1.05 per share, for total consideration of about $17.4 million.

The deal at a glance

Playboy said the $1.05 per-share price represents roughly a 28% discount to the market price at the time of the announcement. The company paid $2.0 million in cash at signing. The remaining balance of approximately $15.4 million will be paid in three installments:

On or before August 31, 2026: $3.0 million (2,857,143 shares)
On or before November 1, 2026: $5.0 million (4,761,905 shares)
On or before December 31, 2026: the remaining balance at $1.05 per share for all leftover shares

Playboy can also choose to speed up any of these payments at any time by giving five business days' written notice to the sellers.

Backstop protection for sellers

If Playboy fails to make a scheduled payment, the filing says the shortfall is covered by a "backstop" commitment — meaning third-party investors have agreed in writing to step in and buy the shares directly from Fortress at the same $1.05 price. Those backstop investors are an affiliate of Rizvi Traverse Management, LLC and The Million S.a.r.l., an affiliate of Byborg Enterprises SA. They would buy shares in proportion to how much Playboy stock they already own.

During the term of the deal, Fortress is not allowed to sell, transfer, or otherwise move any of the shares that have not yet been bought back.

CEO comment

CEO Ben Kohn said in the filing announcement: "We believe the intrinsic value of the Company is considerably higher than today's price and therefore this was an extremely compelling capital opportunity, and we moved decisively to seize it. The transaction is immediately accretive to earnings per share" — meaning it is expected to increase profit on a per-share basis right away, partly because fewer shares will be outstanding.

Credit agreement amendment

Concurrently with the repurchase agreement, Playboy also amended its existing credit agreement (a lending arrangement originally dated May 10, 2023) with lenders including DBD Credit Funding LLC as the administrative and collateral agent. The filing does not detail the specific changes made to that credit agreement.

Key facts

Playboy, Inc. (NASDAQ: PLBY) signed a stock repurchase agreement on June 18, 2026

Shares being repurchased: 16,589,531 — the entire Fortress Investment Group stake

Price per share: $1.05 (approximately 28% below the then-current market price)

Total consideration: approximately $17.4 million

Upfront payment at signing: $2.0 million (1,904,762 shares)

Second installment: $3.0 million by August 31, 2026 (2,857,143 shares)

Third installment: $5.0 million by November 1, 2026 (4,761,905 shares)

Final installment: remaining balance by December 31, 2026

Backstop investors: affiliate of Rizvi Traverse Management, LLC and The Million S.a.r.l. (affiliate of Byborg Enterprises SA)

The stake represents nearly 15% of Playboy's total shares outstanding

Playboy also amended its credit agreement with DBD Credit Funding LLC concurrently

Why it matters

This deal removes a large, concentrated block of shares — nearly 15% of all outstanding shares — from the open market in a single privately negotiated transaction at a below-market price. Buying back shares reduces the total number of shares outstanding, which can increase each remaining shareholder's ownership percentage and boost earnings per share (profit divided by the number of shares). The backstop structure, where Rizvi Traverse and Byborg have committed to buy any shares Playboy itself cannot afford to, reduces the risk that the deal falls apart and the Fortress block ends up sold on the open market in a way that could pressure the stock price. However, Playboy is taking on a payment obligation of roughly $15.4 million across the next six months, which is a real cash commitment the company will need to manage alongside its ongoing operations.

Frequently asked

How much is Playboy paying to buy back the shares, and over what timeline?

Playboy agreed to pay a total of approximately $17.4 million at $1.05 per share. It paid $2.0 million at signing on June 18, 2026, and will pay the remaining ~$15.4 million in three installments through December 31, 2026.

Why is $1.05 per share considered a discount?

According to the filing announcement, the $1.05 price is approximately 28% below Playboy's market price at the time of the deal, meaning Playboy is buying the shares for less than they were trading for.

What happens if Playboy can't make one of the scheduled payments?

A backstop arrangement is in place. If Playboy misses a payment, an affiliate of Rizvi Traverse Management and The Million S.a.r.l. (affiliated with Byborg Enterprises SA) are contractually obligated to buy the shares directly from Fortress at the same $1.05 per share price.

Can Fortress sell its shares to someone else while waiting for payment?

No. Under the agreement, Fortress is locked up and cannot sell, transfer, or otherwise dispose of any of the remaining shares during the term of the deal, with limited exceptions such as transfers to affiliates or transactions involving all shareholders.

What the filing reported

1.01 Entry into a Material Agreement

7.01 Regulation FD Disclosure

9.01 Financial Statements & Exhibits