This Prospectus Supplement amends and supplements the prospectus supplement dated August 1, 2025 (the "ATM Prospectus"). It should be read in conjunction with the ATM Prospectus and the base prospectus dated August 1, 2025, filed with the Securities and Exchange Commission as part of the registration statement on Form S-3 (File No. 333-288774) (the "Registration Statement"), relating to the offer and sale of shares of PLAYBOY, INC.'s common stock, par value $0.0001 per share ("Common Stock"), from time to time pursuant to the terms of the Sales Agreement, dated August 8, 2024, as amended by Amendment No. 1 thereto, dated July 18, 2025 (as amended, the "Sales Agreement"), with Roth Capital Partners, LLC (the "Sales Agent").
Key points:
- The company is increasing the dollar amount of its Common Stock that it may offer and sell through the Sales Agent pursuant to the Sales Agreement to $200,000,000. This does not include the approximately $10.79 million of shares that were previously sold pursuant to the Sales Agreement as of the date of this Prospectus Supplement.
- The company is no longer subject to General Instruction I.B.6. of Form S-3 as the aggregate market value of its Common Stock held by non-affiliates exceeded $75.0 million as of February 23, 2026.
- Sales of the Common Stock, if any, under this Prospectus Supplement may be made in sales deemed to be "at the market offerings" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act").
- The Sales Agent will act as the sales agent and use commercially reasonable efforts to sell on the company's behalf all of the shares of Common Stock requested to be sold by it, consistent with its normal trading and sales practices, on mutually agreed terms between the company and the Sales Agent. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
- The Common Stock is listed on the Nasdaq Global Market ("Nasdaq") under the symbol "PLBY." On February 20, 2026, the last reported sale price of the company's common stock on the Nasdaq was $2.11 per share.
Risk disclosure:
- Investing in the company's Common Stock involves risks. Before making an investment decision, investors should carefully read the information in the "Risk Factors" section beginning on page S-4 of the ATM Prospectus and Part IA, "Risk Factors" beginning on page 11 of the company's annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission on March 13, 2025, and the company's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the SEC on May 15, 2025, each of which is incorporated by reference herein, as well as the other information included and incorporated by reference herein.
Disclaimer:
- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this Prospectus Supplement or determined if this Prospectus Supplement or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 23, 2026.
