▸ group Additional Risks Related to Our Content-Related Offerings· · · · ● 1 ▸ Our variable rate debt subjects us to interest rate risk that could cause our debt service obligations to increase significantly.· · ● ● ● 3 ▸ The 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 ▸ We are exposed to fluctuations in currency exchange rates.· · ● ● ● 3 ▸ We are subject to data security and privacy risks.· · ● ● ● 3 ▸ We 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.· · ● ● ● 3 ▸ We 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 timelines.· · ● ● ● 3 rw ▸ We 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.· · ● ● ● 3 ▸ If we are unable to advertise on certain platforms because of our brand or products, our revenue could be adversely impacted.· ● ● ● ● 4 ▸ If 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.· ● ● ● ● 4 ▸ Operating as a public company requires us to incur substantial costs and requires substantial management attention.· ● ● ● ● 4 ▸ The success of our business may depend in part on achieving our strategic objectives, including through strategic transactions, dispositions and new initiatives.· ● ● ● ● 4 rw ▸ We 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.· ● ● ● ● 4 ▸ We 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.· ● ● ● ● 4 ▸ We have experienced, and may continue to experience, seasonality in our revenues, which may result in volatility in our financial results.· ● ● ● ● 4 ▸ We 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.· ● ● ● ● 4 ▸ You may experience future dilution as a result of future equity offerings or other issuances of our shares of common stock.· ● ● ● ● 4 ▸ At the impairment date during the third quarter of 2024, as a result of ongoing impacts to our revenue, including declines in consumer demand, we recorded non-cash asset impairment charges related to the write-down of goodwill of $17.0 million.· · · ● · 1 ▸ We may be unable to sell additional, or renew, Playboy Club memberships, which could materially and adversely affect our business, results of operations and financial condition.· · ● ● · 2 ▸ Our strategic opportunities and corporate transactions may result in disruptions in our business and diversion of management’s attention.· ● · · · 1 ▸ A substantial portion of our licensing revenue is concentrated with a limited number of licensees and retail partners, such that the loss of a licensee or retail partner could materially decrease our revenue and cash flows.● ● · · · 2 ▸ Additional Risks Related to Our Digital Subscriptions and Content Business● ● ● ● · 4 ▸ Changes affecting the availability of the London Interbank Offered Rate (“LIBOR”) may have consequences that we cannot yet fully predict.● ● · · · 2 ▸ Free content on the internet and competition from free and other content-creator sites is increasing competition for our adult content products and is changing the dynamics of the marketplace for our adult content products.● · · · · 1 ▸ If we are unable to advertise on certain platforms because of our brand or products, our business would be harmed.● · · · · 1 ▸ Our ability to comply with these covenants and requirements may be affected by events beyond our control, such as prevailing economic conditions and changes in regulations, and if such events occur, we cannot be sure that we will be able to comply.● · · · · 1 ▸ Our acquisitions may result in disruptions in our business and diversion of management’s attention.● · · · · 1 ▸ Our financial condition and results of operations have been and may continue to be adversely affected by the coronavirus pandemic.● ● · · · 2 rw ▸ Our management has limited experience in operating a public company.● · · · · 1 ▸ Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us.● · · · · 1 ▸ RT owns a significant percentage of our common stock, and it may effectively control all major corporate decisions and its interests may conflict with your interests as an owner of our common stock and with our interests.● ● · · · 2 ▸ The credit facility also contains financial covenants requiring us to maintain a specified maximum total gross leverage ratio.● · · · · 1 ▸ The terms of our credit facility impose restrictions on us that may affect our ability to successfully operate our business.● · · · · 1 ▸ We are subject to data security and privacy risks that could negatively affect our results, operations or reputation.● ● · · · 2 ▸ We do business in a variety of digital ecosystems, including sales of digital assets and cryptocurrency payments, which is evolving, and uncertain, and new regulations or policies may materially adversely affect our development.● ● · · · 2 rw ▸ We expect to incur transaction costs in connection with our acquisitions.● · · · · 1 ▸ We have experienced seasonality in our revenues, which may result in volatility in our earnings.● · · · · 1 ▸ We hold and may acquire digital assets that may be subject to volatile market prices, impairment and unique risks of loss.● ● · · · 2 ▸ We may not realize all of the anticipated benefits of our acquisitions or those benefits may take longer to realize than expected.● · · · · 1 ▸ A 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.● ● ● ● ● 5 ▸ Additional Risks Related to Our Licensing and Direct-to-Consumer Businesses● ● ● ● ● 5 ▸ Any expansion into new products, technologies, and geographic regions may subject us to additional risks.● ● ● ● ● 5 rw ▸ Any expansion of our businesses may place a significant strain on our management, operational, financial, and other resources.● ● ● ● ● 5 rw ▸ Any 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.● ● ● ● ● 5 rw ▸ Any 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.● ● ● ● ● 5 ▸ Because we do not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.● ● ● ● ● 5 ▸ Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business.● ● ● ● ● 5 ▸ Companies 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.● ● ● ● ● 5 rw ▸ Failure 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.● ● ● ● ● 5 rw ▸ Future sales of shares of our common stock may depress our stock price.● ● ● ● ● 5 ▸ Geopolitical 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 economies.● ● ● ● ● 5 rw ▸ Global economic conditions could have a material adverse effect on our business, operating results and financial condition.● ● ● ● ● 5 ▸ Government regulations could adversely affect our business, financial condition or results of operations.● ● ● ● ● 5 ▸ If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.● ● ● ● ● 5 ▸ If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our common stock.● ● ● ● ● 5 ▸ If we are unable to attract and retain key employees and hire qualified management and personnel our ability to compete could be adversely impacted.● ● ● ● ● 5 rw ▸ If 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.● ● ● ● ● 5 ▸ If 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.● ● ● ● ● 5 rw ▸ In pursuing strategic opportunities and corporate transactions, we may incur various costs and liabilities, and we may never realize the anticipated benefits of such opportunities.● ● ● ● ● 5 rw ▸ Limits on our access to satellite transponders could adversely affect our business, financial condition or results of operations.● ● ● ● ● 5 ▸ Our business includes the provision of sexually explicit content which can create negative publicity, lawsuits and boycotts.● ● ● ● ● 5 rw ▸ Our businesses operate in highly competitive industries.● ● ● ● ● 5 ▸ Our commercial agreements, strategic alliances, and other business relationships expose us to risks.● ● ● ● ● 5 ▸ Our consumer business is subject to additional risks associated with our international licensees.● ● ● ● ● 5 ▸ Our digital operations are subject to systems failures and disruptions.● ● ● ● ● 5 rw ▸ Our licensing arrangements subject us to a number of risks.● ● ● ● ● 5 rw ▸ Our success depends on our ability to maintain the value and reputation of the Playboy brand.● ● ● ● ● 5 ▸ Our success depends on our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property of third parties.● ● ● ● ● 5 ▸ Our use of certain tax attributes may be limited.● ● ● ● ● 5 ▸ group Risks Related to Our Business and Industry● ● ● ● ● 5 ▸ group Risks Related to the Ownership of Our Common Stock● ● ● ● ● 5 ▸ Risks that impact our business as a whole may also impact the success of our direct-to-consumer (“DTC”) business.● ● ● ● ● 5 rw ▸ Sales of a substantial number of shares of our common stock in the public market could cause the price of our common stock to decline.● ● ● ● ● 5 ▸ The agency relationship for our consumer brands licensing business may not ultimately be successful.● ● ● ● ● 5 rw ▸ The 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 rw ▸ There 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.● ● ● ● ● 5 ▸ Volatility in our share price could subject us to securities class action litigation.● ● ● ● ● 5 rw ▸ We are subject to payment processing risk.● ● ● ● ● 5 ▸ We are subject to periodic claims and litigation that could result in unexpected expenses and could ultimately be resolved against us.● ● ● ● ● 5 ▸ We 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.● ● ● ● ● 5 ▸ We are subject to taxation related risks in multiple jurisdictions.● ● ● ● ● 5 ▸ We may be subject to product liability claims when people or property are harmed by the products we sell.● ● ● ● ● 5 rw ▸ We may seek strategic opportunities in industries or sectors that may be outside of our management’s areas of expertise.● ● ● ● ● 5 rw ▸ We 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.● ● ● ● ● 5 ▸ We utilize various licensing and selling models in our operations, and our success is dependent on our ability to manage these different models.● ● ● ● ● 5 
