Pattern Group Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
PTRN$18.27+5.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001811935-26-000039
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001811935-26-000054
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 80 previous paragraphs and 82 current paragraphs.
57 unchanged; 14 reworded; 5 added; 9 removed; 0 previous and 6 current paragraphs rearranged.
Tables are not compared: 11 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
(2)Secondary offering costs relate to fees and expenses incurred in conjunction with an underwritten secondary public offering by a certain stockholder of the Company. Pursuant to the Amended and Restated Investors’ Rights Agreement, dated as of September 28, 2021, by and among the Company and the investors listed therein, we are obligated to bear the registration expenses associated with such offering. We did not receive any proceeds from the sale of shares by the selling stockholder.
Current report
The increase in research and development costs was primarily driven by $5.9 million of investments in AI, technology, and headcount of software engineers, data scientists, and other technology professionals that support enhanced platform capabilities and the development of new features. The remaining $0.6 million increase was related to the recognition of stock-based compensation expense.
Current report
Revenue
Current report
The increase in research and development costs was primarily driven by $10.4 million of investments in AI, technology, and headcount of software engineers, data scientists, and other technology professionals that support enhanced platform capabilities and the development of new features. The remaining $1.6 million million increase was related to the recognition of stock-based compensation expense.
Current report
Provision for Income Taxes
Removed paragraphs (9)
Previous report
Cost of Goods Sold
Previous report
Operations, General and Administrative
Previous report
Sales and Marketing
Previous report
Research and Development
Previous report
Cost of Goods Sold
Previous report
Operations, General and Administrative
Previous report
Sales and Marketing
Previous report
Research and Development
Previous report
The increase in research and development costs was driven by the recognition of $1.1 million of stock-based compensation expense with the remaining increase primarily driven by an increase in headcount for software engineers, data scientists and other technology professionals to drive new platform capabilities and enhanced features.
Reworded paragraphs (14)
Previous wording
At Pattern, we are on a mission to help brands accelerate profitable growth on global ecommerce marketplaces. Our proprietary technology and on-demand experts operate across more than 70 marketplaces to increase product sales to consumers in more than 100 countries. We have gathered more than 77 trillion data points comprised of keyword, shipping, advertising, sales, market share, click, social, conversion, customer service and other data. Utilizing these data points and sophisticated machine learning and artificial intelligence (“AI”) models, we strive to optimize and automate key levers of ecommerce growth, including advertising, content creation and management, pricing, forecasting and customer service.
Current wording
At Pattern, we are on a mission to help brands accelerate profitable growth on global ecommerce marketplaces. Our proprietary technology and on-demand experts operate across more than 70 marketplaces to increase product sales to consumers in more than 100 countries. We have gathered more than 91 trillion data points comprised of keyword, shipping, advertising, sales, market share, click, social, conversion, customer service and other data. Utilizing these data points and sophisticated machine learning and artificial intelligence (“AI”) models, we strive to optimize and automate key levers of ecommerce growth, including advertising, content creation and management, pricing, forecasting and customer service.
Previous wording
Our technology, with a combined total of 33 issued patents and patents pending, is supported by approximately 490 software engineers, data scientists and other technology professionals who are dedicated to enhancing and innovating upon our technology to further increase our capabilities. We have a team that offers on-demand expertise and capabilities across marketplace management, marketing, fulfillment and brand protection on a global basis. We sell products from more than 200 brands across different industries and geographies including the Americas, Europe, Australia and Asia. Our current brand partners’ industry presence includes health and wellness, beauty and personal care, home and lifestyle, pet, sports and outdoors and consumer electronics.
Current wording
Our technology, with a combined total of 44 issued patents and patents pending, is supported by approximately 510 software engineers, data scientists and other technology professionals who are dedicated to enhancing and innovating upon our technology to further increase our capabilities. We have a team that offers on-demand expertise and capabilities across marketplace management, marketing, fulfillment and brand protection on a global basis. We sell products from more than 250 brands across different industries and geographies including the Americas, Europe, Australia and Asia. Our current brand partners’ industry presence includes health and wellness, beauty and personal care, home and lifestyle, pet, sports and outdoors and consumer electronics.
Previous wording
In addition to our results determined in accordance with accounting principles generally accepted in the United States (“GAAP”), we believe that Adjusted EBITDA, a non-GAAP financial measure, is useful in evaluating our operational performance. We calculate Adjusted EBITDA, as net income excluding depreciation and amortization; interest income, net; provision for income taxes; share-based compensation expense and related taxes; indirect initial public offering costs; and other items that we do not consider representative of our underlying operations. We believe it is useful to exclude charges, such as depreciation and amortization and share-based compensation expense from our Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude interest income, net; provision for income taxes; and other items that are not components of our core business operations. Non-GAAP financial measures such as Adjusted EBITDA should not be considered in isolation or as an alternative to net income or any other measure of financial performance calculated and prescribed in accordance with GAAP. In addition, Adjusted EBITDA may not be comparable to similarly titled measures in other organizations because other organizations may not calculate Adjusted EBITDA in the same manner as we do, thus limiting its usefulness as a comparative measure.
Current wording
In addition to our results determined in accordance with accounting principles generally accepted in the United States (“GAAP”), we believe that Adjusted EBITDA, a non-GAAP financial measure, is useful in evaluating our operational performance. We calculate Adjusted EBITDA, as net income excluding depreciation and amortization; interest income, net; provision for income taxes; share-based compensation expense and related taxes; indirect initial public offering and secondary offering costs; and other items that we do not consider representative of our underlying operations. We believe it is useful to exclude charges, such as depreciation and amortization and share-based compensation expense from our Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude interest income, net; provision for income taxes; and other items that are not components of our core business operations. Non-GAAP financial measures such as Adjusted EBITDA should not be considered in isolation or as an alternative to net income or any other measure of financial performance calculated and prescribed in accordance with GAAP. In addition, Adjusted EBITDA may not be comparable to similarly titled measures in other organizations because other organizations may not calculate Adjusted EBITDA in the same manner as we do, thus limiting its usefulness as a comparative measure.
Previous wording
The increase in revenue was primarily driven by the growth of consumer product sales attributable to existing brand partners, as evidenced by our NRR of 127% for the period ended March 31, 2026. Revenue from Amazon marketplaces increased $194.6 million, or 38%, year-over-year and revenue not attributable to Amazon increased $38.8 million, or 119%, year-over-year. Collectively, international revenue increased $45.3 million, or 101%, year-over-year.
Current wording
The increase in revenue was primarily driven by the growth of consumer product sales attributable to existing brand partners, as evidenced by our NRR of 129% for the period ended June 30, 2026. Revenue from Amazon marketplaces increased $239.0 million, or 43%, year-over-year and revenue not attributable to Amazon increased $39.6 million, or 93%, year-over-year. Collectively, international revenue increased $51.2 million, or 87%, year-over-year.
Previous wording
The increase in cost of goods sold was primarily driven by an increase in revenue of 43.2%. The increase in cost of goods sold was smaller than the increase in revenue on a percentage basis, primarily driven by product and brand mix.
Current wording
The increase in cost of goods sold was primarily driven by an increase in revenue of 46.6%. The increase in cost of goods sold was smaller than the increase in revenue on a percentage basis, primarily driven by product and brand mix.
Previous wording
The increase in operations, general and administrative expenses was primarily driven by an increase of $35.6 million in fulfillment costs associated with the increase in consumer product sales and the recognition of $4.1 million of stock-based compensation expense. The remaining increase was primarily driven by an increase in corporate headcount and rent expense.
Current wording
The increase in operations, general and administrative expenses was primarily driven by an increase of $44.5 million in fulfillment costs associated with the increase in consumer product sales and the recognition of $6.6 million of stock-based compensation expense. The remaining $10.2 million increase was primarily driven by an increase in corporate headcount, depreciation, amortization, and rent expense.
Previous wording
The increase in sales and marketing expenses was primarily driven by an increase in marketplace commissions of $31.8 million, which generally grew in line with revenue on a percentage basis, and the recognition of $2.8 million of stock-based compensation expense. Partner marketing and advertising expenses increased $3.1 million year-over-year. The remaining increase was primarily driven by an increase in brand management, sales and marketing, advertising and creative headcount.
Current wording
The increase in sales and marketing expenses was primarily driven by an increase in marketplace commissions of $39.2 million, which generally grew in line with revenue on a percentage basis, and the recognition of $3.5 million of stock-based compensation expense. Partner marketing and advertising expenses increased $3.2 million year-over-year. The remaining $8.4 million increase was primarily driven by an increase in brand management, sales and marketing, advertising and creative headcount.
Previous wording
Our principal sources of liquidity are cash and cash equivalents. At March 31, 2026, we had cash and cash equivalents of $344.2 million. We also have access to external sources of liquidity through our revolving credit facility as further described within “Credit Facility” below.
Current wording
Our principal sources of liquidity are cash and cash equivalents. At June 30, 2026, we had cash and cash equivalents of $345.8 million. We also have access to external sources of liquidity through our revolving credit facility as further described within “Credit Facility” below.
Previous wording
Net cash provided by operating activities was $72.6 million for the three months ended March 31, 2026, which primarily consisted of $29.2 million of net income, $13.3 million of non-cash adjustments, such as stock-based compensation and depreciation and amortization expense, and a cash increase of $30.1 million from the management of the remaining working capital accounts.
Current wording
Net cash provided by operating activities was $87.3 million for the six months ended June 30, 2026, which primarily consisted of $56.7 million of net income, $36.9 million of non-cash adjustments, such as stock-based compensation, depreciation and amortization expense, and deferred income taxes, and a cash decrease of $6.3 million from the management of working capital.
Previous wording
Net cash provided by operating activities was $48.4 million for the three months ended March 31, 2025, which primarily consisted of $22.8 million of net income, $4.0 million of non-cash adjustments, such as depreciation and amortization expense, and a cash increase of $21.6 million from the management of working capital.
Current wording
Net cash provided by operating activities was $50.4 million for the six months ended June 30, 2025, which primarily consisted of $46.6 million of net income, $9.7 million of non-cash adjustments, such as depreciation and amortization expense, and a cash decrease of $5.8 million from the management of working capital.
Previous wording
Net cash used in investing activities was $9.3 million for the three months ended March 31, 2026, primarily related to capital expenditures for our internally developed software and investments in machinery, warehouse automation and leasehold improvements related to our warehouses and facilities.
Current wording
Net cash used in investing activities was $20.2 million for the six months ended June 30, 2026, primarily related to capital expenditures for our internally developed software and investments in machinery, warehouse automation and leasehold improvements related to our warehouses and facilities.
Previous wording
Net cash used in investing activities was $5.2 million for the three months ended March 31, 2025, primarily related to capital expenditures for our internally developed software and investments in machinery and leasehold improvements related to our North Las Vegas warehouse and other warehouse automation.
Current wording
Net cash used in investing activities was $10.6 million for the six months ended June 30, 2025, primarily related to capital expenditures for our internally developed software and investments in machinery and leasehold improvements related to our North Las Vegas warehouse and other warehouse automation.
Previous wording
Net cash used in financing activities was $8.3 million for the three months ended March 31, 2026, primarily related to the payment of $4.6 million for taxes withheld upon the vesting of restricted stock awards and $3.6 million of Series A common stock repurchases.
Current wording
Net cash used in financing activities was $10.5 million for the six months ended June 30, 2026, primarily related to the payment of $8.1 million for taxes withheld upon the vesting of RSUs and $3.7 million of Series A common stock repurchases. Additionally, we received $1.3 million in proceeds from our employee stock purchase plan.
Previous wording
Net cash used in financing activities was zero for the three months ended March 31, 2025.
Current wording
Net cash used in financing activities was zero for the six months ended June 30, 2025.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
The change in provision for income taxes was primarily driven by an increase in income before taxes.
Current report — wording carried from elsewhere
Comparison of the six months ended June 30, 2025 and 2026
Current report — wording carried from elsewhere
The increase in revenue was primarily driven by the growth of consumer product sales attributable to existing brand partners, as evidenced by our NRR of 129% for the period ended June 30, 2026. Revenue from Amazon marketplaces increased $433.6 million, or 41%, year-over-year and revenue not attributable to Amazon increase $78.4 million, or 104%, year-over-year. Collectively, international revenue increased $96.6 million, or 93%, year-over-year.
Current report — wording carried from elsewhere
The increase in cost of goods sold was primarily driven by an increase in revenue of 45.0%. The increase in cost of goods sold was smaller than the increase in revenue on a percentage basis, primarily driven by product and brand mix.
Current report — wording carried from elsewhere
The increase in operations, general and administrative expenses was primarily driven by an increase of $80.1 million in fulfillment costs associated with the increase in consumer product sales and the recognition of $10.7 million of stock-based compensation expense. Depreciation and amortization expense increased $2.9 million primarily driven by business acquisitions and warehouse expansions. The remaining $13.3 million increase was primarily driven by an increase in corporate headcount and rent expense.
Current report — wording carried from elsewhere
The increase in sales and marketing expenses was primarily driven by an increase in marketplace commissions of $71.0 million, which grew generally in line with revenue on a percentage basis, and the recognition of $6.3 million of stock-based compensation expense. Partner marketing and advertising expenses increased $6.7 million year-over-year. The remaining $13.3 million increase was primarily driven by an increase in brand management, sales and marketing, advertising and creative headcount.