Pattern Group Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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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
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Item 1. Financial Statements
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2026 | 2025 | 2026 | |
| Revenues | $598,150 | $876,773 | $1,138,556 | $1,650,500 |
| Operating expenses: | ||||
| Cost of goods sold | 341,333 | 492,410 | 645,933 | 925,904 |
| Operations, general and administrative | 103,692 | 165,073 | 203,768 | 310,821 |
| Sales and marketing | 116,541 | 170,801 | 217,220 | 314,527 |
| Research and development | 6,455 | 12,953 | 12,098 | 24,141 |
| Total operating expenses | 568,021 | 841,237 | 1,079,019 | 1,575,393 |
| Operating income | 30,129 | 35,536 | 59,537 | 75,107 |
| Interest income, net | 1,688 | 2,199 | 3,205 | 4,453 |
| Other income (expense), net | 32 | (197) | (129) | (479) |
| Income before income taxes | 31,849 | 37,538 | 62,613 | 79,081 |
| Provision for income taxes | 8,068 | 10,039 | 16,030 | 22,369 |
| Net income | $23,781 | $27,499 | $46,583 | $56,712 |
| Adjustments to net income attributable to common stockholders (Note 2) | 7,344 | — | 14,500 | $— |
| Net income attributable to common stockholders | $16,437 | $27,499 | $32,083 | $56,712 |
| Net earnings per share attributable to common stockholders (Note 2): | ||||
| Basic | $0.18 | $0.16 | $0.35 | $0.32 |
| Diluted | $0.18 | $0.15 | $0.35 | $0.31 |
| Weighted-average common shares outstanding: | ||||
| Basic | 90,591 | 176,923 | 90,591 | 176,882 |
| Diluted | 90,591 | 181,194 | 90,591 | 180,327 |
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2026 | 2025 | 2026 | |
| Net income | $23,781 | $27,499 | $46,583 | $56,712 |
| Other comprehensive loss: | ||||
| Unrealized loss on foreign currency translation | (221) | (24) | (229) | (229) |
| Total other comprehensive loss | (221) | (24) | (229) | (229) |
| Comprehensive income | $23,560 | $27,475 | $46,354 | $56,483 |
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Six Months Ended June 30, | ||
|---|---|---|
| 2025 | 2026 | |
| Cash flows from operating activities: | ||
| Net income | $46,583 | $56,712 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Depreciation and amortization | 8,285 | 11,232 |
| Stock-based compensation | — | 18,685 |
| Deferred income taxes | — | 6,919 |
| Other | 1,396 | 21 |
| Changes in operating assets and liabilities: | ||
| Accounts receivable, net of allowance | (12,271) | (30,506) |
| Inventory | 7,681 | (24,138) |
| Prepaid expenses and other current assets | (3,919) | 9,411 |
| Other non-current assets | (1,068) | 36 |
| Operating leases, net | (6) | (271) |
| Accounts payable | 8,275 | 24,520 |
| Accrued expenses | (754) | 13,280 |
| Other liabilities | (3,757) | 1,369 |
| Net cash provided by operating activities | 50,445 | 87,270 |
| Cash flows from investing activities: | ||
| Purchases of property and equipment | (10,578) | (20,196) |
| Net cash used in investing activities | (10,578) | (20,196) |
| Cash flows from financing activities: | ||
| Payment of taxes withheld upon vesting of restricted stock | — | (8,075) |
| Proceeds from employee stock purchase plan | — | 1,256 |
| Repurchases of common stock | — | (3,712) |
| Net cash used in financing activities | — | (10,531) |
| Effect of exchange rates on cash and cash equivalents | (229) | 238 |
| Net change in cash and cash equivalents | 39,638 | 56,781 |
| Cash and cash equivalents at beginning of the period | 175,615 | 289,049 |
| Cash and cash equivalents at end of the period | $215,253 | $345,830 |
| Supplemental disclosure of cash flow information: | ||
| Cash paid for income taxes | $17,726 | $3,268 |
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
| December 31, 2025 | June 30, 2026 | |
|---|---|---|
| Assets | ||
| Current Assets: | ||
| Cash and cash equivalents | $289,049 | $345,830 |
| Accounts receivable, net of allowance | 177,214 | 207,720 |
| Inventory | 294,737 | 318,298 |
| Prepaid expenses and other current assets | 31,575 | 22,092 |
| Total current assets | 792,575 | 893,940 |
| Property and equipment, net | 41,087 | 53,740 |
| Intangible assets, net | 16,694 | 13,856 |
| Goodwill | 37,769 | 37,841 |
| Operating lease right-of-use assets | 28,164 | 48,910 |
| Other non-current assets | 31,350 | 24,311 |
| Total assets | $947,639 | $1,072,598 |
| Liabilities and Stockholders' Equity | ||
| Current Liabilities: | ||
| Accounts payable | $274,977 | $300,258 |
| Accrued expenses | 53,818 | 67,098 |
| Operating lease liabilities, current | 8,826 | 10,401 |
| Other current liabilities | 921 | 2,362 |
| Total current liabilities | 338,542 | 380,119 |
| Operating lease liabilities, non-current | 22,009 | 40,909 |
| Other non-current liabilities | 6,093 | 5,938 |
| Total liabilities | 366,644 | 426,966 |
| Commitments and contingencies (Note 10) | ||
| Stockholders' equity: | ||
| Series A common stock, $0.001 par value: 2,200,000 and 2,200,000 shares authorized, respectively; 154,691 and 155,381 shares issued and outstanding, respectively | 155 | 155 |
| Series B common stock, $0.001 par value: 100,000 and 100,000 shares authorized, respectively; 21,703 and 21,703 shares issued and outstanding, respectively | 22 | 22 |
| Additional paid-in capital | 551,648 | 559,802 |
| Accumulated other comprehensive income | 448 | 219 |
| Retained earnings | 28,722 | 85,434 |
| Total stockholders' equity | 580,995 | 645,632 |
| Total liabilities and stockholders' equity | $947,639 | $1,072,598 |
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Unaudited)
| Convertible Preferred · Series A Common Stock · Series B Common Stock · Preferred Stock · Additional Paid-in Capital · Accumulated Other Comprehensive (Loss) Income · Retained Earnings · Total Stockholders' Equity | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares Issued · Amount · Shares Issued · Amount · Shares Issued · Amount · Shares Issued · Amount | ||||||||||||
| Balance, December 31, 2024 | 28,966 | $270,601 | 3,799 | $4 | — | $— | 86,792 | $86 | $2,764 | $(985) | $106,855 | $108,724 |
| Net income | — | — | — | — | — | — | — | — | — | — | 22,802 | 22,802 |
| Other comprehensive loss | — | — | — | — | — | — | — | — | — | (8) | — | (8) |
| Balance, March 31, 2025 | 28,966 | $270,601 | 3,799 | $4 | — | $— | 86,792 | $86 | $2,764 | $(993) | $129,657 | $131,518 |
| Net income | — | — | — | — | — | — | — | — | — | — | 23,781 | 23,781 |
| Other comprehensive loss | — | — | — | — | — | — | — | — | — | (221) | — | (221) |
| Balance, June 30, 2025 | 28,966 | $270,601 | 3,799 | $4 | — | $— | 86,792 | $86 | $2,764 | $(1,214) | $153,438 | $155,078 |
| Convertible Preferred · Series A Common Stock · Series B Common Stock · Preferred Stock · Additional Paid-in Capital · Accumulated Other Comprehensive (Loss) Income · Retained Earnings · Total Stockholders' Equity | ||||||||||||
| Shares Issued · Amount · Shares Issued · Amount · Shares Issued · Amount · Shares Issued · Amount | ||||||||||||
| Balance, December 31, 2025 | — | $— | 154,691 | $155 | 21,703 | $22 | — | $— | $551,648 | $448 | $28,722 | $580,995 |
| Net income | — | — | — | — | — | — | — | — | — | — | 29,213 | 29,213 |
| Other comprehensive loss | — | — | — | — | — | — | — | — | — | (205) | — | (205) |
| Stock-based compensation expense | — | — | — | — | — | — | — | — | 7,941 | — | — | 7,941 |
| Issuance of Series A common stock upon vesting of RSUs | — | — | 560 | 1 | — | — | — | — | (1) | — | — | — |
| Tax withholding upon vesting of employee stock awards | — | — | — | — | — | — | — | — | (4,638) | — | — | (4,638) |
| Repurchase of common stock | — | — | (312) | (1) | — | — | — | — | (3,617) | — | — | (3,618) |
| Balance, March 31, 2026 | — | $— | 154,939 | $155 | 21,703 | $22 | — | $— | $551,333 | $243 | $57,935 | $609,688 |
| Net income | — | — | — | — | — | — | — | — | — | — | 27,499 | 27,499 |
| Other comprehensive loss | — | — | — | — | — | — | — | — | — | (24) | — | (24) |
| Stock-based compensation expense | — | — | — | — | — | — | — | — | 10,744 | — | — | 10,744 |
| Issuance of Series A common stock upon vesting of RSUs | — | — | 352 | — | — | — | — | — | — | — | — | — |
| Tax withholding upon vesting of employee stock awards | — | — | — | — | — | — | — | — | (3,437) | — | — | (3,437) |
| Repurchase of common stock | — | — | (8) | — | — | — | — | — | (94) | — | — | (94) |
| Common stock issued for ESPP purchases | — | — | 98 | — | — | — | — | — | 1,256 | — | — | 1,256 |
| Balance, June 30, 2026 | — | $— | 155,381 | $155 | 21,703 | $22 | — | $— | $559,802 | $219 | $85,434 | $645,632 |
- Description of Business
Pattern Group Inc. and its wholly owned subsidiaries (collectively “Pattern” or the “Company”) is a global ecommerce accelerator that leverages its technology platform, data science, and on-demand experts to help brands grow their ecommerce marketplace sales. The Company purchases inventory from its brand partners to sell to consumers, allowing it to manage merchandising, pricing, logistics, and customer experience.
The Company’s brand partners operate across a variety of industries, including health and wellness, beauty and personal care, home and lifestyle, pet, sports and outdoors, and consumer electronics.
- Summary of Significant Accounting Policies
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Management believes that the unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year due to seasonal and other factors.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management evaluates these estimates and judgments on an ongoing basis.
Significant estimates include, but are not limited to, net realizable value of inventory, allowance for sales returns, allowance for doubtful accounts, valuation allowances on deferred tax assets, fair value of reporting units in evaluating goodwill for impairment, fair value of assets acquired and liabilities assumed in business combinations, the valuation of stock-based awards, fair value of common stock and the incremental borrowing rate (“IBR”) used to measure operating lease liabilities.
The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from these estimates and any such differences may be material to the Company’s consolidated financial statements.
Revenue
The following table presents the Company’s revenues disaggregated by source of revenue:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2026 | 2025 | 2026 |
| Amazon.com | $518,995 | $730,284 | $997,783 | $1,381,406 |
| Amazon marketplaces, international | 36,555 | 64,283 | 65,690 | 115,644 |
| Other online marketplaces and channels | 35,133 | 65,532 | 62,455 | 122,688 |
| SaaS, logistics and other revenue | 7,467 | 16,674 | 12,628 | 30,762 |
| Revenues | $598,150 | $876,773 | $1,138,556 | $1,650,500 |
The following table presents the Company’s revenues disaggregated by geography:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2026 | 2025 | 2026 |
| U.S. | $539,405 | $766,780 | $1,034,835 | $1,450,196 |
| International | 58,745 | 109,993 | 103,721 | 200,304 |
| Revenues | $598,150 | $876,773 | $1,138,556 | $1,650,500 |
During the year ended December 31, 2025, the Company updated its methodology for determining the geographic classification of revenue to better align with the country in which the marketplace is domiciled and how management evaluates regional performance. As a result, the Company has recast the prior period revenue by geographic region to conform to the current period presentation. This change affected only the allocation of revenue between geographic regions and did not impact total consolidated revenues, operating results, or cash flows for any period presented.
The U.S. was the only individual country accounting for more than 10% of total revenue.
Earnings per share
Basic and diluted earnings per share (“EPS”) are calculated using the Company’s weighted-average shares outstanding of common stock. Prior to the Company’s initial public offering, outstanding common stock consisted of Founder Voting Preferred Stock and Founder Non-Voting Preferred Stock. The Founder Voting and Founder Non-Voting Preferred Stock were considered common stock equivalents for purposes of calculating EPS, as they shared equally with common stock in the liquidation of the Company's net assets and did not contain an economic preference. Upon completion of the initial public offering, the Founder Voting and Founder Non-Voting Preferred Stock converted into Series A common stock and Series B common stock, respectively, which have been outstanding since that date. The rights, including the liquidation and dividend rights, of the holders of Series A and Series B common stock are identical, except with respect to voting, conversion and transfer rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net income attributable to common stockholders are the same for both Series A and Series B common stock on both an individual and combined basis.
The dilutive effect of Series A Preferred Stock is reflected in diluted earnings per share by application of the more dilutive of the two-class method and if-converted method (two-class method only applies for periods of net income). The dilutive effect of Series B Preferred Stock is reflected in diluted earnings per share under the if-converted method, if dilutive. The if-converted method is calculated by assuming conversion at the beginning of the period or date of issuance, if later; and therefore, no dividend preference would accrue to the Series B Preferred Stock. Restricted stock units (“RSUs”) subject to conditions other than service conditions are considered contingently issuable shares and are included in the computation of dilutive shares only to the extent that the underlying performance condition is satisfied prior to the end of the reporting period or would be considered satisfied if the end of the reporting period were the end of the related contingency period and the results would be dilutive under the treasury stock method (see Note 8—Stock-Based Compensation for more information).
The following table sets forth the computation of earnings per share attributable to common stockholders:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands, except per share data) | 2025 | 2026 | 2025 | 2026 |
| Net income | $23,781 | $27,499 | $46,583 | $56,712 |
| Income allocable to participating Series A Preferred Stock | 2,858 | — | 5,578 | — |
| Series B Preferred Stock dividend - undeclared | 4,486 | — | 8,922 | — |
| Net income attributable to common stockholders | $16,437 | $27,499 | $32,083 | $56,712 |
| Weighted-average shares outstanding: | ||||
| Basic | 90,591 | 176,923 | 90,591 | 176,882 |
| Dilutive awards | — | 4,271 | — | 3,445 |
| Diluted | 90,591 | 181,194 | 90,591 | 180,327 |
| Net earnings per share attributable to common stockholders: | ||||
| Basic | $0.18 | $0.16 | $0.35 | $0.32 |
| Diluted | $0.18 | $0.15 | $0.35 | $0.31 |
The following instruments outstanding (prior to consideration of the treasury stock or if-converted methods) as of period end were not reflected in diluted EPS as their effect for the periods presented would be anti-dilutive or the instruments were not exercisable for potential common shares for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2026 | 2025 | 2026 |
| Series B Preferred Stock | 13,216 | — | 13,216 | — |
| RSUs | 28,711 | — | 28,711 | 708 |
Accounts Receivable, net
Accounts receivable, net consisted of the following:
| (in thousands) | December 31, 2025 | June 30, 2026 |
|---|---|---|
| Amazon.com | $85,842 | $101,494 |
| Brand partner receivables | 73,279 | 84,922 |
| Other receivables | 21,934 | 25,219 |
| Allowance for doubtful accounts | (3,841) | (3,915) |
| Accounts receivable, net | $177,214 | $207,720 |
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for measuring expected credit losses on current trade receivables and contract assets arising from revenue transactions within the scope of ASC 606, Revenue from Contracts with Customers. Under the expedient, an entity may assume that the conditions existing as of the reporting date will not change over the remaining life of the asset when estimating expected credit losses. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, including interim reporting periods within that annual period, with early adoption permitted on a prospective basis. The Company adopted ASU 2025-05, electing the practical expedient, effective January 1, 2026 on a prospective basis. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of specific expense categories in the notes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other (Topic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes and clarifies guidance for capitalizing costs related to internal-use software development. The amendments remove stage-based terminology and incorporate guidance for website development costs previously included in ASC 350-50. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within that annual period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies and enhances the guidance related to the form, content and disclosure requirements of interim financial statements. The amendments reorganize and codify certain interim disclosure requirements, incorporate disclosure guidance from other Topics into ASC 270, and establish a disclosure principle requiring entities to provide disclosures about events and transactions occurring after the most recent annual reporting period that materially affect the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the guidance may be applied prospectively or retrospectively, in whole or in part. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
- Property and Equipment, net
Property and equipment, net consisted of the following:
| (in thousands) | December 31, 2025 | June 30, 2026 |
|---|---|---|
| Internal-use software | $42,459 | $50,218 |
| Machinery and equipment | 13,403 | 13,770 |
| Computer equipment | 7,625 | 11,210 |
| Leasehold improvements | 6,849 | 7,652 |
| Land | 3,984 | 3,984 |
| Furniture and fixtures | 3,501 | 4,496 |
| Assets under construction | 503 | 7,438 |
| Other property and equipment | 1,725 | 772 |
| Total property and equipment | 80,049 | 99,540 |
| Less: accumulated depreciation and amortization | (38,962) | (45,800) |
| Property and equipment, net | $41,087 | $53,740 |
Depreciation and amortization expense related to property and equipment was $3.4 million and $4.4 million for the three months ended June 30, 2025 and 2026, respectively. Depreciation and amortization expense related to property and equipment was $6.8 million and $8.4 million for the six months ended June 30, 2025 and 2026, respectively.
- Business Acquisitions
On December 1, 2025, the Company completed the acquisition of 100% of the outstanding stock of ROI Hunter a.s., a Czech joint stock corporation (“ROI Hunter”). The acquisition of ROI Hunter expands the Company’s product offerings and enhances its market presence in the advertising intelligence platform sector. On December 18, 2025, the Company completed the acquisition of 100% of the outstanding stock of iDesign Technology USA LLC (“iDesign”). The acquisition of iDesign expands the Company’s product offerings and enhances its market presence in the digital media, influencer marketing and content-creation sectors. These transactions are expected to generate synergies through the integration of the acquired proprietary technologies and customer relationships. These acquisitions were accounted for as a business combination in accordance with ASC 805, Business Combinations.
The following tables summarize the consideration paid for the acquired entities and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:
| (in thousands) | Amount |
|---|---|
| Cash | $25,120 |
| Deferred acquisition consideration | 1,628 |
| Fair value of total consideration transferred | $26,748 |
| (in thousands) | Amount |
|---|---|
| Cash and cash equivalents | $5,824 |
| Accounts receivable | 2,574 |
| Prepaid expenses and other | 191 |
| Property and equipment | 120 |
| Intangible assets | 13,628 |
| Other non-current assets | 206 |
| Accounts payable | (931) |
| Accrued liabilities | (3,863) |
| Deferred tax liabilities | (2,904) |
| Total identifiable net assets | $14,845 |
| Goodwill | 11,903 |
| Fair value of total consideration transferred | $26,748 |
The deferred acquisition consideration represents a liability for indemnification holdbacks that is expected to be paid to the sellers through annual installments ending in December 2028, subject to adjustment under the terms of the agreement.
The goodwill acquired represents the excess of the purchase price over the fair value of net identifiable assets acquired and is attributable to expected synergies, assembled workforce and future growth opportunities. The goodwill acquired is not deductible for tax purposes.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:
| (in thousands, except for years data) | Acquisition Date Fair Value | Useful Life at Acquisition (in years) |
|---|---|---|
| Developed technology | $5,425 | 3 |
| Customer relationships | 4,391 | 1-5 |
| Tradenames | 1,538 | 5 |
| Non-competition agreements | 2,274 | 3 |
| Intangible assets, net | $13,628 |
The fair values of the acquired identifiable net assets reflect updated provisional estimates which are subject to final valuations procedures. A measurement period adjustment of $0.1 million was recognized during the six months ended June 30, 2026 which resulted in an increase in the amount of goodwill recognized. The financial results of ROI Hunter and iDesign, from their respective acquisition dates through June 30, 2026, were not material to our Consolidated Statements of Operations, nor were they material to our prior period consolidated results on a pro forma basis. Costs related to the ROI Hunter and iDesign acquisitions were not material to our Consolidated Statements of Operations.
- Operating Leases
The following table provides a summary of supplemental cash flow information related to our operating leases:
| Six Months Ended June 30, | ||
|---|---|---|
| (in thousands) | 2025 | 2026 |
| Cash payments included in operating cash flows for lease arrangements | $4,184 | $5,456 |
| Right-of-use assets obtained in exchange for new operating lease liabilities | $1,386 | $24,844 |
The Company entered into a lease agreement for a warehouse and distribution facility located in Pennsylvania, which commenced on June 1, 2026 with an initial term of 7.4 years. The Company classified this lease as an operating lease. Upon commencement, the Company recognized an ROU asset and corresponding lease liability of $20.8 million, measured using a discount rate of 5.26%.
- Credit Facilities
The Company is party to a revolving credit facility with JPMorgan Chase Bank, N.A. and other lenders pursuant to the Credit Agreement, dated September 4, 2025. The outstanding balance under the Company’s revolving line of credit facility waszero as of June 30, 2026 and the amount available to draw to was $150.0 million as of June 30, 2026. The revolving line of credit has a maturity date in September 2030 and will bear interest at a variable base rate plus an applicable margin ranging from 0.50% to 2.00%. The commitment fees on the unused portion range from 0.20% to 0.25%.
The Company’s credit agreement contains various financial, affirmative and negative covenants. As of June 30, 2026, the Company was in compliance with all covenants outlined in the agreement.
- Stockholders’ Equity
Common Stock
The Company hastwo series of common stock: Series A common stock with a par value of $0.001 per share and Series B common stock with a par value of $0.001 per share. The rights of the holders of Series A common stock and Series B common stock are identical, except with respect to voting and conversion rights. Each share of Series A common stock is entitled toone vote. Each share of Series B common stock is entitled to 20 votes and is convertible at any time intoone share of Series A common stock. Holders of common stock are entitled to receive any dividends as may be declared by the board of directors.
Share Repurchase Program
On March 2, 2026, the Company’s board of directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may repurchase up to $100 million in aggregate of its issued and outstanding shares of Series A common stock. Repurchases may be made from time to time through open market transactions, privately negotiated transactions, or other means, including pursuant to Rule 10b5-1 plans.
During the three months ended June 30, 2026, the Company repurchased 7,800 shares of Series A common stock at an average price per share of $11.98 and for an aggregate purchase price of $0.1 million, including transaction costs. During the six months ended June 30, 2026, the Company repurchased 319,531 shares of Series A common stock at an average price per share of $11.62 and for an aggregate purchase price of $3.7 million, including transaction costs. As of June 30, 2026, the Company had $96.3 million remaining authorized for future repurchases.
Shares repurchased under the Share Repurchase Program are accounted for as retired shares. Upon repurchase, the shares are immediately retired and are no longer considered issued or outstanding.
Secondary Offering
On June 17, 2026, the Company entered into an underwriting agreement with the selling stockholder (“Seller”) and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as representatives of the underwriters listed thereto (“Underwriters”), relating to the offer and sale by the Seller of 8,000,000 shares of Series A common stock at a price to the public of $19.00 per share (the “Secondary Offering”). In addition, the Seller granted the Underwriters a 30-day option to purchase up to an additional 1,200,000 shares of Series A common stock, which the Underwriters exercised on June 18,
2026 (the “Option Shares Offering”). The Company did not sell any shares of Series A common stock and did not receive any proceeds in connection with the Secondary Offering or Option Shares Offering.
- Stock-Based Compensation
Stock-based compensation expense is classified within the corresponding operating expense categories in the consolidated statements of operations as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2026 | 2025 | 2026 |
| Operations, general and administrative | $— | $6,638 | $— | $10,727 |
| Sales and marketing | — | 3,530 | — | 6,322 |
| Research and development | — | 576 | — | 1,636 |
| Total stock-based compensation | $— | $10,744 | $— | $18,685 |
Compensation expense associated with cash-settled RSUs was $0.8 million and $1.4 million for the three and six months ended June 30, 2026, respectively, and was included in operations, general and administrative in the condensed consolidated statements of operations.
Restricted Stock Units
The following table summarizes the RSU activity:
| (in thousands, except per share fair values) | RSUs | Weighted-Average Grant Date Fair Value |
|---|---|---|
| Outstanding at December 31, 2025 | 8,170 | $13.89 |
| Granted | 3,558 | 13.74 |
| Vested | (1,549) | 13.05 |
| Cancelled/Forfeited | (776) | 16.03 |
| Outstanding at June 30, 2026 | 9,403 | $13.79 |
The total unrecognized stock-based compensation expense related to these awards was $84.9 million as of June 30, 2026 and the weighted-average remaining requisite service period is 2.66 years.
Employee Stock Purchase Plan
Under the 2025 Employee Stock Purchase Plan (“ESPP”), $1.3 million of employee contributions was used to purchase 97,811 shares of Series A common stock, at an average purchase price per share of $12.71, during the six months ended June 30, 2026. Stock-based compensation expense associated with the ESPP is included in the stock-based compensation expense table above. Stock-based compensation expense associated with the ESPP recognized during the six months ended June 30, 2026 and unrecognized stock-based compensation expense at June 30, 2026 were not material.
- Provision for Income Taxes
The Company calculated the year-to-date provision for income taxes by applying the estimated annual effective tax rate to the ordinary year-to-date income before income taxes for each applicable jurisdiction and adjusted for discrete tax items in the period. The Company’s provision for income taxes was $8.1 million and $10.0 million for the three months ended June 30, 2025 and 2026, respectively. The Company’s provision for income taxes was $16.0 million and $22.4 million for the six months ended June 30, 2025 and 2026, respectively, reflecting effective tax rates of approximately 25.6% and 28.3%, respectively. The higher effective tax rate in 2026 compared to the U.S. federal statutory rate was primarily driven by limitations on the deductibility of stock-based compensation and the impact of loss entities for which no tax benefit is available due to valuation allowances.
- Commitments and Contingencies
Purchase Commitments
As of June 30, 2026, the Company didnot have any material future payments under non-cancelable purchase obligations.
Legal Matters
From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. Loss contingencies are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Accounting for contingencies requires the use of judgment related to both the likelihood of a loss and the estimate of the amount or range of loss.
As of June 30, 2026, the Company was not involved in any legal proceedings, individually or in the aggregate, that the Company believes are probably or reasonably possible to have a material adverse effect on its business, results of operations, financial condition or cash flows.
Indemnification
In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, brand partners, lessors, investors, directors, officers, employees and other parties with respect to certain matters. Indemnification may include losses from the breach of such agreements, services the Company provides or third-party intellectual property infringement claims. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments may not be subject to a cap.
- Segment Information
The Company manages its business on a consolidated basis and operates as a single operating and reportable segment. The Company primarily derives its revenue in the United States by selling products to customers via online marketplaces.
The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who reviews financial information on a consolidated basis. The CODM uses consolidated net income to assess financial performance and allocate resources. Net income is used by the CODM to make key operating decisions by comparing actual net income to historical results and previously forecasted financial information. The CODM does not review assets in evaluating the results of the reportable segment.
The following table presents selected financial information with respect to the Company’s single operating and reportable segment:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2026 | 2025 | 2026 |
| Revenues | $598,150 | $876,773 | $1,138,556 | $1,650,500 |
| Significant expenses: | ||||
| Cost of goods sold | 341,333 | 492,410 | 645,933 | 925,904 |
| Fulfillment(1) | 87,154 | 131,666 | 167,884 | 247,972 |
| Marketplace commissions(2) | 85,152 | 124,318 | 162,705 | 233,701 |
| Sales, general and administrative(3) | 45,730 | 66,250 | 86,072 | 119,747 |
| Technology(4) | 8,652 | 14,797 | 16,425 | 27,238 |
| Share-based compensation and related taxes(5) | — | 11,796 | — | 20,831 |
| Interest income, net | (1,688) | (2,199) | (3,205) | (4,453) |
| Other (income) expense, net | (32) | 197 | 129 | 479 |
| Provision for income taxes | 8,068 | 10,039 | 16,030 | 22,369 |
| Net income | $23,781 | $27,499 | $46,583 | $56,712 |
(1)Fulfillment includes costs incurred from third-party fulfillment centers and cost to operate and staff the Company’s fulfillment centers, excluding share-based compensation and related taxes.
(2)Marketplace commissions includes referral fees charged by the various online marketplaces.
(3)Sales, general and administrative relate to employee headcount, excluding share-based compensation and related taxes, and other selling and general administrative costs.
(4)Technology represents items included in research and development within the condensed consolidated statement of operations, excluding share-based compensation and related taxes, and the amortization of capitalized internally developed software costs.
(5)Share-based compensation and related taxes include compensation expense for both stock and cash settled restricted stock units and the related employer taxes.
See Note 2—Summary of Significant Accounting Policies for additional information about revenue disaggregation.
The Company's long-lived tangible assets, as well as the Company's operating lease right-of-use assets recognized on the condensed consolidated balance sheets were located as follows:
| (in thousands) | December 31, 2025 | June 30, 2026 |
|---|---|---|
| U.S. | $54,596 | $87,206 |
| International | 14,655 | 15,444 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.