Pattern Group Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Use of Proceeds from our IPO

On September 22, 2025, we completed our IPO in which we registered and sold an aggregate of 10,714,286 shares of our Series A common stock for our account, and we registered an aggregate of 10,714,286 shares of our Series A common stock that were sold by certain of our existing stockholders. The shares of Series A common stock sold in the IPO were registered under the Securities Act pursuant to our registration statement on Form S-1, as amended (File No. 333-289810), which was declared effective by the SEC on September 18, 2025. Our shares of Series A common stock were sold at an IPO price of $14.00 per share, which generated aggregate net proceeds of $135.0 million for us after deducting underwriting discounts and commissions of $10.5 million and offering expenses of $4.5 million, and $139.5 million for the accounts of the selling stockholders, after deducting underwriting discounts and commissions of $10.5 million. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as representatives of the several underwriters for the offering.

The net proceeds from our IPO were used to satisfy our tax withholding and remittance obligations related to the settlement of our outstanding restricted stock units in connection with the IPO. There has been no material change in the expected use of the net proceeds from our IPO as described in the Prospectus.