Pattern Group Inc.

Current report

Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K. The following risk factor is new and should be considered in addition to those previously disclosed:

Current report

We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Stock repurchases could also increase the volatility of our stock and could diminish our liquidity.

Current report

Our board of directors authorized a share repurchase program on March 2, 2026, allowing us to purchase up to $100 million in shares of our Series A common stock. The program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of our Series A common stock on any particular timetable, and may be suspended, modified, or terminated at any time, without prior notice. We cannot guarantee that the program will be fully consummated or that it will enhance long-term stockholder value. Further, stock repurchases could affect the market price of our Series A common stock or increase its volatility and decrease our cash balances and/or our liquidity.

Current report

Unregistered sales of equity securities

Current report

On September 18, 2025, our registration statement on Form S-1 (File No. 333-289810), as amended, related to our initial public offering (“IPO”), was declared effective by the SEC. The net proceeds from the IPO were used consistent with the intended uses described in the final prospectus dated September 18, 2025 filed with the SEC on September 19, 2025 pursuant to Rule 424(b) of the Securities Act. Specifically, net proceeds were applied to: (i) tax withholding and remittance obligations related to the settlement of RSUs that vested in connection with the offering; (ii) acquisitions of complementary businesses; (iii) purchases of property and equipment in support of the Company's continued global growth strategies; and (iv) working capital and general corporate purposes. As of March 31, 2026, the Company has fully applied all net proceeds from the IPO, and no further disclosure under Item 701(f) of Regulation S-K is required.

Current report

Issuer Purchases of Equity Securities

Current report

On March 2, 2026, the board of directors of the Company authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which we may repurchase up to $100 million in the aggregate of our issued and outstanding shares of Series A common stock by means of open market transactions, privately negotiated transactions or other means, including pursuant to Rule 10b5-1 plans. Our Share Repurchase Program does not have a time limit. The timing and number of shares repurchased under the Share Repurchase Program will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The Share Repurchase Program does not obligate us to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice. Repurchases under the Share Repurchase Program are expected to be funded from a combination of existing cash balances and future cash flow.

Current report

The following table summarizes our purchases of Series A common stock under the Share Repurchase Program during the quarter ended March 31, 2026:

Current report

None.

Previous report

Investing in our Series A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties previously disclosed in the section titled “Risk Factors” of the Prospectus, before making a decision to invest in our Series A common stock. If any of these risks actually occur, our business, results of operations, financial condition and prospects could be materially adversely affected. In that event, the trading price of our Series A common stock could decline, and you could lose part or all of your investment. Certain statements contained in the risk factors described below are forward-looking statements. See the section titled “Special Note Regarding Forward-Looking Statements” for more information.

Previous report

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.

Previous report

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.