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Pattern Group Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About 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.

Sep 30, 2026 · Filed Nov 5, 2026

PTRN$18.27+5.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001811935-26-000064

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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 82 previous paragraphs and 87 current paragraphs.

51 unchanged; 27 reworded; 8 added; 4 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 17 previous and 19 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 (8)

Current report

(2)Stock amendment expense represents a non-cash expense associated with the filing and effectiveness of our amended and restated certificate of incorporation in August 2025 (the “Founder Preferred Stock Amendment”), which modified the terms of the Founder Voting Preferred Stock and Founder Non-Voting Preferred Stock (collectively, the “Founder Preferred Stock”), as described under Note 8—Stockholders’ Equity, in the section titled “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report on Form 10-Q. This expense was specific to the amendment of the Founder Preferred Stock and is not expected to recur in future periods.

Current report

In connection with the filing and effectiveness of our amended and restated certificate of incorporation in August 2025, we amended the conversion terms of the Founder Preferred Stock, as described under Note 8—Stockholders’ Equity, in the section titled “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report on Form 10-Q. The amendment to the conversion terms represented a non-pro rata distribution to the holders of the Founder Preferred Stock. As a result, we recognized a non-cash expense of $32.7 million for the incremental fair value conveyed through the amended terms. This expense was specific to the amendment of the Founder Preferred Stock and is not expected to recur in future periods.

Current report

The decrease in operations, general and administrative expenses was primarily driven by a decrease of $35.6 million in stock-based compensation expense and $4.3 million in related payroll taxes, both of which were larger in 2025 due to the initial recognition of stock-based compensation expense upon meeting the performance-based vesting condition for outstanding restricted stock units in connection with our initial public offering, and a decrease of $5.2 million in indirect initial public offering costs. The decrease was partially offset by an increase of $38.4 million in fulfillment costs associated with the increase in consumer product sales.

Current report

In connection with the filing and effectiveness of our amended and restated certificate of incorporation in August 2025, we amended the conversion terms of the Founder Preferred Stock, as described under Note 8—Stockholders’ Equity, in the section titled “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report on Form 10-Q. The amendment to the conversion terms represented a non-pro rata distribution to the holders of the Founder Preferred Stock. As a result, we recognized a non-cash expense of $32.7 million for the incremental fair value conveyed through the amended terms. This expense was specific to the amendment of the Founder Preferred Stock and is not expected to recur in future periods.

Current report

The increase in operations, general and administrative expenses was primarily driven by an increase in fulfillment costs of $118.5 million associated with the increase in consumer product sales, professional service fees of $4.9 million, depreciation and amortization expense of $4.9 million, and corporate headcount expense of $4.3 million. The increase in operations, general and administrative expenses was partially offset by a decrease of $24.9 million in stock-based compensation expense and $4.0 million of related taxes, both of which were larger in 2025 due to the initial recognition of stock-based compensation expense upon meeting the performance-based vesting condition for outstanding restricted stock units in connection with our initial public offering, and a decrease of $6.5 million in indirect initial public offering costs.

Current report

In connection with the filing and effectiveness of our amended and restated certificate of incorporation in August 2025, we amended the conversion terms of the Founder Preferred Stock, as described under Note 8—Stockholders’ Equity, in the section titled “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report on Form 10-Q. The amendment to the conversion terms represented a non-pro rata distribution to the holders of the Founder Preferred Stock. As a result, we recognized a non-cash expense of $32.7 million for the incremental fair value conveyed through the amended terms. This expense was specific to the amendment of the Founder Preferred Stock and is not expected to recur in future periods.

Current report

The change in provision (benefit) for income taxes was primarily driven by income before income taxes of $119.1 million for the nine months ended September 30, 2026, compared to a loss before income taxes of $28.7 million for the nine months ended September 30, 2025. Our effective tax rate was 25.4% for the nine months ended September 30, 2026, which exceeded the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit. For the nine months ended September 30, 2025, the benefit for income taxes represented 56.5% of our loss before income taxes and included $19.8 million of net discrete tax benefits related to our initial public offering, partially offset by non-deductible executive compensation and non-deductible stock amendment expense.

Current report

Net cash provided by financing activities was $61.6 million for the nine months ended September 30, 2025, primarily related to $135.0 million of proceeds from the sale of common stock, net of underwriting discounts and commissions and offering costs, partially offset by the payment of $73.1 million for taxes withheld upon the vesting of restricted stock awards triggered by our initial public offering.
Removed paragraphs (4)

Previous report

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 report

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.

Previous report

The change in provision for income taxes was primarily driven by an increase in income before taxes. 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.

Previous report

Net cash used in financing activities was zero for the six months ended June 30, 2025.
Reworded paragraphs (27)

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 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.

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 80 marketplaces to increase product sales to consumers in more than 100 countries. We have gathered more than 100 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 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.

Current wording

Our technology, with a combined total of 44 issued patents and patents pending, is supported by approximately 550 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 275 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

Net Revenue Retention Rate (“NRR”) is an important metric to measure the long-term performance of our brand partner relationships. In any given period, we calculate NRR by comparing total revenue attributable to all existing brand partners in the current trailing 12-month period to that of the previous trailing 12-month period. This metric, expressed as a percentage, provides valuable insight into the accelerated growth delivered through our platform, the effectiveness of our brand expansion strategies and our ability to deepen relationships with existing brand partners. “Existing brand partners” are defined as brand partners that, as of the measurement date, have been with Pattern for more than twelve months since we first generated over $1,000 in revenue attributable to such brand partner. “New brand partners” are defined as all other brand partners that are not existing brand partners. For purposes of our NRR calculation, for those existing brand partners that, as of the measurement date, have been with Pattern for more than twelve full months but less than 24 full months since we first generated over $1,000 in revenue attributable to such brand partner, we only include current period revenue for the corresponding months in the current period for which the brand partner had attributable revenue in the previous period. For example, when calculating NRR as of June 30, 2026 for a brand partner that Pattern first generated over $1,000 of attributable revenue in December 2024, we would only include that brand partner’s attributable revenue from December 2025 through June 2026 in the numerator and that brand partner’s attributable revenue from December 2024 through June 2025 in the denominator. Current period revenue includes the impact of any expansion, contraction and attrition. NRR excludes revenue attributable to new brand partners during the current period. All revenue attributable to services relating to consulting and design are excluded.

Current wording

Net Revenue Retention Rate (“NRR”) is an important metric to measure the long-term performance of our brand partner relationships. In any given period, we calculate NRR by comparing total revenue attributable to all existing brand partners in the current trailing 12-month period to that of the previous trailing 12-month period. This metric, expressed as a percentage, provides valuable insight into the accelerated growth delivered through our platform, the effectiveness of our brand expansion strategies and our ability to deepen relationships with existing brand partners. “Existing brand partners” are defined as brand partners that, as of the measurement date, have been with Pattern for more than twelve months since we first generated over $1,000 in revenue attributable to such brand partner. “New brand partners” are defined as all other brand partners that are not existing brand partners. For purposes of our NRR calculation, for those existing brand partners that, as of the measurement date, have been with Pattern for more than twelve full months but less than 24 full months since we first generated over $1,000 in revenue attributable to such brand partner, we only include current period revenue for the corresponding months in the current period for which the brand partner had attributable revenue in the previous period. For example, when calculating NRR as of September 30, 2026 for a brand partner that Pattern first generated over $1,000 of attributable revenue in March 2025, we would only include that brand partner’s attributable revenue from March 2026 through September 2026 in the numerator and that brand partner’s attributable revenue from March 2025 through September 2025 in the denominator. Current period revenue includes the impact of any expansion, contraction and attrition. NRR excludes revenue attributable to new brand partners during the current period and all revenue attributable to services relating to consulting and design.

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 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.

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 (loss) excluding depreciation and amortization; interest income, net; provision (benefit) for income taxes; share-based compensation expense and related taxes; the stock amendment expense; 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 (benefit) 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 (loss) 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

(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 wording

(3)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.

Previous wording

Operations, general and administrative expenses consist of third-party fulfillment costs; payroll and related expenses; warehousing costs; facilities and equipment, including depreciation and amortization, rent and other occupancy expenses; professional and legal fees; as well as costs associated with other general costs for corporate functions, including accounting, finance and human resources.

Current wording

Operations, general and administrative expenses consist of third-party fulfillment costs; payroll and related expenses; warehousing costs; facilities and equipment, including depreciation and amortization, rent and other occupancy expenses;

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 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.

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 127% for the period ended September 30, 2026. Revenue from Amazon marketplaces increased $205.7 million, or 35%, year-over-year and revenue not attributable to Amazon increased $40.5 million, or 86%, year-over-year. Collectively, international revenue increased $38.1 million, or 56%, year-over-year.

Previous wording

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 wording

The increase in cost of goods sold was primarily driven by an increase in revenue of 38.5%. The increase in cost of goods sold was larger than the increase in revenue on a percentage basis, primarily driven by product and brand mix.

Previous 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.

Current wording

The increase in sales and marketing expenses was primarily driven by an increase in marketplace commissions of $32.4 million, which generally grew in line with revenue on a percentage basis, and advertising and other marketing expenses of $5.0 million, partially offset by a decrease of $20.2 million in stock-based compensation expense. The remaining $7.0 million increase was primarily driven by an increase in brand management, sales and marketing, advertising and creative headcount.

Previous wording

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 wording

The decrease in research and development costs was primarily driven by a decrease of $16.3 million in stock-based compensation expense, partially offset by $6.8 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.

Previous wording

The change in provision for income taxes was primarily driven by an increase in income before taxes.

Current wording

The change in provision (benefit) for income taxes was primarily driven by income before income taxes of $40.0 million for the three months ended September 30, 2026, compared to a loss before income taxes of $91.3 million for the three months ended September 30, 2025. For the three months ended September 30, 2025, the benefit for income taxes included net discrete tax benefits related to our initial public offering, primarily from tax-deductible stock-based compensation in excess of GAAP stock-based compensation for awards that vested at the time of the initial public offering, partially offset by non-deductible executive compensation and non-deductible stock amendment expense.

Previous wording

Comparison of the six months ended June 30, 2025 and 2026

Current wording

Comparison of the nine months ended September 30, 2025 and 2026

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 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 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 September 30, 2026. Revenue from Amazon marketplaces increased $639.2 million, or 39%, year-over-year and revenue not attributable to Amazon increased $118.9 million, or 97%, year-over-year. Collectively, international revenue increased $134.7 million, or 78%, year-over-year.

Previous 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.

Current wording

The increase in cost of goods sold was primarily driven by an increase in revenue of 42.6%. 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 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.

Current wording

The increase in sales and marketing expenses was primarily driven by an increase in marketplace commissions of $103.4 million, which grew generally in line with revenue on a percentage basis, brand management, sales and marketing, advertising and creative headcount expense of $16.8 million and advertising and other marketing expenses of $11.7 million, partially offset by a decrease of $13.9 million in stock-based compensation expense.

Previous wording

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 wording

The increase in research and development costs was primarily driven by $17.2 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, partially offset by a decrease of $14.7 million in stock-based compensation expense.

Previous 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.

Current wording

Our principal sources of liquidity are cash and cash equivalents. At September 30, 2026, we had cash and cash equivalents of $351.7 million. We also have access to external sources of liquidity through our revolving credit facility as further described within “Credit Facility” below.

Previous wording

We believe that our cash and cash equivalents, cash from operations and availability under our revolving credit facility will be sufficient to fund our working capital, capital expenditure requirements and contractual obligations for at least the next twelve months. Our opinions concerning liquidity are based on currently available information. To the extent our liquidity assumptions prove to be inaccurate, or if circumstances change, future availability of credit or other sources of financing may be reduced and our liquidity could be adversely affected. In addition, we may choose to raise additional funds at any time through equity or debt financing arrangements, which may or may not be needed for additional working capital, capital expenditures or other strategic investments. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q together with the risks and uncertainties previously disclosed in the section titled “Risk Factors” of the Annual Report on Form 10-K. Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on terms favorable to us, or at all.

Current wording

We believe that our cash and cash equivalents, cash from operations and availability under our revolving credit facility will be sufficient to fund our working capital, capital expenditure requirements, contractual obligations, and Series A common stock repurchases under our share repurchase program for at least the next twelve months. Our opinions concerning liquidity are based on currently available information. To the extent our liquidity assumptions prove to be inaccurate, or if circumstances change, future availability of credit or other sources of financing may be reduced and our liquidity could be adversely affected. In addition, we may choose to raise additional funds at any time through equity or debt financing arrangements, which may or may not be needed for additional working capital, capital expenditures or other strategic investments. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q together with the risks and uncertainties previously disclosed in the section titled “Risk Factors” of the Annual Report on Form 10-K. Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on terms favorable to us, or at all.

Previous 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.

Current wording

Net cash provided by operating activities was $133.7 million for the nine months ended September 30, 2026, which primarily consisted of $88.8 million of net income, $58.6 million of non-cash adjustments, such as stock-based compensation, depreciation and amortization expense, and deferred income taxes, and a cash decrease of $13.7 million from the management of working capital.

Previous 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.

Current wording

Net cash provided by operating activities was $90.9 million for the nine months ended September 30, 2025, which primarily consisted of $12.5 million of net loss, $115.7 million of non-cash adjustments, such as stock-based compensation, stock amendment expense, depreciation and amortization expense and deferred income taxes, and an increase in income tax receivables of $17.6 million resulting from pre-tax losses in the period, and a cash increase of $5.3 million from the management of working capital.

Previous 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.

Current wording

Net cash used in investing activities was $31.0 million for the nine months ended September 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 $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.

Current wording

Net cash used in investing activities was $15.2 million for the nine months ended September 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 $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.

Current wording

Net cash used in financing activities was $40.5 million for the nine months ended September 30, 2026, primarily related to the payment of $19.6 million for taxes withheld upon the vesting of RSUs and $22.1 million of Series A common stock repurchases. Additionally, we received $1.3 million in proceeds from our employee stock purchase plan.

Previous wording

We have contractual obligations and other commitments that will need to be funded in the future, in addition to our working capital, capital expenditures and other strategic initiatives. Material contractual obligations relate to operating lease obligations for corporate offices and warehouses.

Current wording

We have contractual obligations and other commitments that will need to be funded in the future, in addition to our working capital, capital expenditures and other strategic initiatives. Material contractual obligations relate to operating lease obligations for corporate offices and warehouses, which expire at various dates through 2037. As of September 30, 2026, operating lease obligations included minimum lease payments of $69.9 million. In addition, as of September 30, 2026, we had entered into operating leases related to corporate office spaces that have not yet commenced and are not included in the amounts above. These leases are expected to commence at various dates through 2027 and provide for aggregate undiscounted minimum lease payments of $12.6 million over their terms, of which $0.2 million is expected to be paid within the next twelve months. For additional information related to our operating leases, see Note 5—Operating Leases, in the section titled “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

As of June 30, 2026, there have been no material changes to the contractual obligations or commitments from those described under "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Annual Report on Form 10-K.

Current wording

As of September 30, 2026, there have been no material changes to the contractual obligations or commitments from those described under "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Annual Report on Form 10-K, other than changes to our operating lease liabilities as described above and in Note 5—Operating Leases, in the section titled “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described below involve a significant level of estimation uncertainty and have the greatest potential impact on our financial condition and results of operations and, therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates, assumptions and judgments on an ongoing basis. Our actual results may differ from these estimates under different assumptions, judgments and conditions. Refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Annual Report on Form 10-K for further information on our critical accounting estimates and policies.

Current wording

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described in the Annual Report on Form 10-K involve a significant level of estimation uncertainty and have the greatest potential impact on our financial condition and results of operations and, therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates, assumptions and judgments on an ongoing basis. Our actual results may differ from these estimates under different assumptions, judgments and conditions. Refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Annual Report on Form 10-K for further information on our critical accounting estimates and policies.

Previous wording

Information regarding recent accounting pronouncements is included in Note 2—Summary of Significant Accounting Policies, in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

Information regarding recent accounting pronouncements is included in Note 2—Summary of Significant Accounting Policies, in the section titled “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report on Form 10-Q.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

professional and legal fees; as well as costs associated with other general costs for corporate functions, including accounting, finance and human resources.