Pattern Group Inc.

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

Unregistered sales of equity securities

None.

Use of Proceeds from Registered Securities

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.

Issuer Purchases of Equity Securities

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.

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