Playboy (PLBY) risk factors, FY2025 10-K

Risks Related to Our Business and Industry

1. 01Our success depends on our ability to maintain the value and reputation of the Playboy brand
2. 02We license our brand to third parties to use in connection with various goods and services, subject to our approval. Our financial condition could be negatively impacted if any such third parties use our brand in a manner that adversely reflects on our businesses or our brand
3. 03Our businesses operate in highly competitive industries
4. 04The market for our physical and digital products is changing rapidly, and unless we are able to anticipate these changes and rapidly adapt, we will lose market share
5. 05If we are unable to obtain, maintain and protect our intellectual property rights, in particular trademarks and copyrights, our ability to compete could be negatively impacted
6. 06Our success depends on our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property of third parties
7. 07Our business includes the provision of sexually explicit content which can create negative publicity, lawsuits and boycotts
8. 08Companies providing products and services on which we rely have refused, and may refuse in the future, to do business with us because some of our products contain adult content
9. 09If we are unable to advertise on certain platforms because of our brand or products, our revenue could be adversely impacted
10. 10We have experienced, and may continue to experience, seasonality in our revenues, which may result in volatility in our financial results
11. 11Our use of certain tax attributes may be limited44% rewritten
12. 12We are subject to taxation related risks in multiple jurisdictions
13. 13We could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our customers would have to pay for our offering and adversely affect our operating results
14. 14Our digital operations are subject to systems failures and disruptions
15. 15We are subject to data security and privacy risks
16. 16Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business
17. 17We are subject to payment processing risk
18. 18Government regulations could adversely affect our business, financial condition or results of operations
19. 19Our variable rate debt subjects us to interest rate risk that could cause our debt service obligations to increase significantly35% rewritten
20. 20We are subject to risks resulting from our operations outside the U.S., and we face additional risks and challenges as we continue to expand internationally
21. 21We are exposed to fluctuations in currency exchange rates
22. 22Operating as a public company requires us to incur substantial costs and requires substantial management attention
23. 23Any expansion into new products, technologies, and geographic regions may subject us to additional risks
24. 24We expect to incur transaction costs in connection with our corporate transactions and strategic opportunities, which could require additional financing that may not be available to us on acceptable terms
25. 25We have entered into, and may enter into further, joint ventures and strategic partnerships, which could be adversely affected by our lack of sole decision-making authority, our reliance on our partners or disputes between us and our partners
26. 26We may seek strategic opportunities in industries or sectors that may be outside of our management’s areas of expertise
27. 27Any expansion of our businesses may place a significant strain on our management, operational, financial, and other resources
28. 28In pursuing strategic opportunities and corporate transactions, we may incur various costs and liabilities, and we may never realize the anticipated benefits of such opportunities
29. 29Furthermore, we may not be successful in identifying appropriate strategic transaction candidates or consummating transactions on terms favorable or acceptable to us or at all
30. 30The success of our business may depend in part on achieving our strategic objectives, including through strategic transactions, dispositions and new initiatives
31. 31We may not realize all of the anticipated benefits of our strategic opportunities or corporate transactions or those benefits may take longer to realize than expected
32. 32Any future strategic opportunities or corporate transactions may not be accretive, and may be dilutive, to our earnings per share, which may negatively affect the market price of our common stock
33. 33Our senior secured credit agreement contains various covenants, restrictions and required financial ratios and tests that limit our operating flexibility. The violation of one or more of these covenants, ratios or tests could have a material adverse effect on our business, financial condition and operating results
34. 34A variety of uncontrollable events may reduce demand for our products, impair our ability to provide our products or increase the cost of providing our products
35. 35If we do not adequately adopt and manage our reporting and enterprise systems and processes, our ability to manage and grow our business may be adversely impacted
36. 36Global economic conditions could have a material adverse effect on our business, operating results and financial condition
37. 37We utilize various licensing and selling models in our operations, and our success is dependent on our ability to manage these different models
38. 38Risks that impact our business as a whole may also impact the success of our direct-to-consumer (“DTC”) business
39. 39The agency relationship for our consumer brands licensing business may not ultimately be successful
40. 40If we are unable to predict or effectively react to changes in consumer demand or shopping patterns, our sales may decline and we may write-down inventory
41. 41Our business depends on consumer purchases of discretionary goods and content, which can be negatively impacted during an economic downturn or periods of inflation. This could materially impact our sales, profitability and financial condition
42. 42Our licensing revenues are concentrated with a limited number of licensees and retail partners. For instance, during the years ended December 31, 2025 and 2024, the five largest license agreements comprised 27% and 10%, respectively, of our consolidated revenues55% rewritten
43. 43Our licensing arrangements subject us to a number of risks
44. 44We rely on the accuracy of our licensees’ sales reports for reporting and collecting our royalty revenues, and if these reports are untimely or incorrect, our revenues could be delayed or inaccurately reported or collected
45. 45The imposition of duties, tariffs, trade barriers and retaliatory countermeasures implemented by the U.S. and other governments, and the resulting impacts on customer demand, may have a material adverse effect on our business, financial condition and results of operationsNew
46. 46We rely on our suppliers, and the suppliers of our licensees, to comply with our terms and conditions, regulatory requirements and the quality and delivery expectations of our customers
47. 47Our commercial agreements, strategic alliances, and other business relationships expose us to risks
48. 48As our agreements terminate, we may be unable to renew or replace these agreements on comparable terms, or at all. We may in the future enter into amendments on less favorable terms or encounter parties that have difficulty meeting their contractual obligations to us, which could adversely affect our operating results
49. 49We may be subject to product liability claims when people or property are harmed by the products we sell
50. 50Our consumer business is subject to additional risks associated with our international licensees
51. 51Free content on the Internet and competition from free platforms and other social media and content-creator sites is increasing competition for our adult content products and creator platform and is changing the dynamics of the marketplace for our adult content products36% rewritten
52. 52Failure to maintain our agreements with multiple system operators (“MSOs”) and direct-to-home (“DTH”) operators on favorable terms could adversely affect our business, financial condition or results of operations
53. 53Limits on our access to satellite transponders could adversely affect our business, financial condition or results of operations
54. 54There has been a shift in consumer behavior as a result of technological innovations and changes in the distribution of content, which may affect our viewership and the profitability of our content business in unpredictable ways
55. 55Our digital content business involves risks of liability claims for media content, which could adversely affect our business, financial condition or results of operations

Risks Related to the Ownership of Our Common Stock

1. 56If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our common stock44% rewritten
2. 57The market price of the Company’s common stock is likely to be highly volatile, and you may lose some or all of your investment
3. 58If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline25% rewritten
4. 59Volatility in our share price could subject us to securities class action litigation
5. 60Because we do not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain
6. 61On June 10, 2022, the SEC declared effective our resale registration statement on Form S-3 (File No. 333-264515), pursuant to which certain existing stockholders of the Company are able to sell up to 30,534,974 shares of common stock in the public market44% rewritten
7. 62Future sales of shares of our common stock may depress our stock price
8. 63You may experience future dilution as a result of future equity offerings or other issuances of our shares of common stock
9. 64Any inability to identify, fund investment in and commercially exploit new technology could have a material adverse impact on our business, financial condition or results of operations
10. 65We may not realize the expected financial benefits from our disposition of assets, transition of owned-and-operated businesses to licensing arrangements and/or our cost reductions, including within the anticipated timelines52% rewritten
11. 66We are subject to periodic claims and litigation that could result in unexpected expenses and could ultimately be resolved against us
12. 67If we are unable to attract and retain key employees and hire qualified management and personnel our ability to compete could be adversely impacted
13. 68Geopolitical risks, such as those associated with Russia’s war with Ukraine, war in the Middle East, other armed conflicts around the world and the imposition of tariffs, could result in a decline in the outlook for the U.S. and global economies44% rewritten