SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wright David K.

(Last)

(First)

(Middle)

C/O PATTERN GROUP INC.

1441 WEST INNOVATION WAY, SUITE 500

(Street)

LEHI

84043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pattern Group Inc. [ PTRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/18/2025		F		82,219⁽²⁾	D	$14	292,781	D
Common Stock⁽¹⁾	09/18/2025		F		27,407⁽³⁾	D	$14	97,593	I	By spouse⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Founder Non-Voting Preferred Stock⁽⁵⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	09/12/2025⁽⁹⁾		C⁽¹⁰⁾			10,117,775	⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	Common Stock or Founder Voting Preferred Stock⁽⁶⁾	10,117,775	$0	0	D
Founder Voting Preferred Stock⁽¹¹⁾	⁽⁶⁾⁽⁷⁾⁽¹²⁾	09/12/2025⁽⁹⁾		C⁽¹⁰⁾		10,117,775		⁽⁶⁾⁽⁷⁾⁽¹²⁾	⁽⁶⁾⁽⁷⁾⁽¹²⁾	Common Stock or Founder Non-Voting Preferred Stock⁽¹²⁾	10,117,775	$0	10,682,278	D
Founder Non-Voting Preferred Stock⁽⁵⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	09/12/2025⁽⁹⁾		C⁽¹⁰⁾			6,739,201	⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	Common Stock or Founder Voting Preferred Stock⁽⁶⁾	6,739,201	$0	0	I	By spouse⁽⁴⁾
Founder Voting Preferred Stock⁽¹¹⁾	⁽⁶⁾⁽⁷⁾⁽¹²⁾	09/12/2025⁽⁹⁾		C⁽¹⁰⁾		6,739,201		⁽⁶⁾⁽⁷⁾⁽¹²⁾	⁽⁶⁾⁽⁷⁾⁽¹²⁾	Common Stock or Founder Non-Voting Preferred Stock⁽¹²⁾	6,739,201	$0	7,115,543	I	By spouse⁽⁴⁾
Founder Non-Voting Preferred Stock⁽⁵⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾							⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	Common Stock or Founder Voting Preferred Stock⁽⁶⁾	41,817,539		41,817,539	I	By Wright Irrevocable Trust⁽¹³⁾
Founder Non-Voting Preferred Stock⁽⁵⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾							⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	Common Stock or Founder Voting Preferred Stock⁽⁶⁾	27,176,014		27,176,014	I	By Alder Irrevocable Trust⁽¹⁴⁾

1. Name and Address of Reporting Person^*

Wright David K.

(Last)

(First)

(Middle)

C/O PATTERN GROUP INC.

1441 WEST INNOVATION WAY, SUITE 500

(Street)

LEHI

84043

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Alder Melanie

(Last)

(First)

(Middle)

C/O PATTERN GROUP INC.

1441 WEST INNOVATION WAY, SUITE 500

(Street)

LEHI

84043

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

1. Name and Address of Reporting Person^*

Wright Irrevocable Trust

(Last)

(First)

(Middle)

C/O PATTERN GROUP INC.

1441 WEST INNOVATION WAY, SUITE 500

(Street)

LEHI

84043

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Alder Irrevocable Trust

(Last)

(First)

(Middle)

C/O PATTERN GROUP INC.

1441 WEST INNOVATION WAY, SUITE 500

(Street)

LEHI

84043

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Series A Common Stock (the "Offering"), each share of Common Stock shall be reclassified into one share of Series A Common Stock.

2. Represents shares of Common Stock withheld by the Issuer in satisfaction of tax withholding obligations in connection with the vesting of restricted stock units previously granted to David K. Wright.

3. Represents shares of Common Stock withheld by the Issuer in satisfaction of tax withholding obligations in connection with the vesting of restricted stock units previously granted to Melanie Alder.

4. David K. Wright's spouse, Melanie Alder, is a director and the Chief Strategy Officer of the Issuer.

5. Immediately prior to the completion of the Offering, each share of Founder Non-Voting Preferred Stock shall be reclassified into a number of shares of Series A Common Stock, after giving effect to the Founder Preferred Stock Adjustments (as defined below).

6. Pursuant to the Issuer's amended and restated certificate of incorporation as in effect as of the transaction date (the "Pre-IPO Charter"), each share of Founder Non-Voting Preferred Stock is convertible into, subject to the Founder Preferred Stock Adjustments, (i) one share of Common Stock or (ii) in contemplation of an Offering, one share of Founder Voting Preferred Stock, at any time at the option of the holder.

7. Immediately prior to the completion of the Offering, pursuant to the terms of the Pre-IPO Charter, all outstanding shares of Series B Preferred Stock shall automatically convert into a number of shares of Common Stock, after giving effect to certain anti-dilution adjustments dependent on the Offering price. Each share of Series B Preferred Stock shall convert into a number of shares of Series A Common Stock determined by dividing the original issue price of such share by the lesser of (a) the original issue price of such share (subject to certain anti-dilution adjustments) and (b) 50% of the Offering price per share in the Offering (the "Series B Preferred Special Conversion Ratio").

8. (Continued) If application of the Series B Preferred Special Conversion Ratio would dilute the Founder Voting Preferred Stock and the Founder Non-Voting Preferred Stock (collectively, the "Founder Preferred Stock") by more than 3.33%, the Pre-IPO Charter provides for an increase in the number of shares of Common Stock issuable upon conversion of the Founder Preferred Stock (including the Series A Common Stock and Series B Common Stock issuable in the reclassification of the Founder Preferred Stock) such that the dilution to the Founder Preferred Stock will be capped at 3.33%; however, no adjustment will be made for any incremental dilution that exceeds 9.00% (the "Founder Preferred Stock Adjustments"). The shares of Founder Preferred Stock have no expiration date.

9. This transaction occurred prior to the Offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.

10. Each share of Founder Non-Voting Preferred Stock converted into one share of Founder Voting Preferred Stock at the option of the holder.

11. Immediately prior to the completion of the Offering, each share of Founder Voting Preferred Stock shall be reclassified into a number of shares of Series B Common Stock, after giving effect to the Founder Preferred Stock Adjustments.

12. Pursuant to the Pre-IPO Charter, each share of Founder Voting Preferred Stock is convertible into, subject to the Founder Preferred Stock Adjustments, (i) one share of Common Stock or (ii) one share of Founder Non-Voting Preferred Stock, at any time at the option of the holder.

13. These shares are owned directly by the Wright Irrevocable Trust dated December 5, 2019, of which David K. Wright and his spouse, Melanie Alder, are trustees. Each of David K. Wright and Melanie Alder disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein, and the filing of this Form 4 is not an admission that any person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

14. These shares are owned directly by the Alder Irrevocable Trust dated December 5, 2019, of which David K. Wright and his spouse, Melanie Alder, are trustees. Each of David K. Wright and Melanie Alder disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein, and the filing of this Form 4 is not an admission that any person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

	DAVID K. WRIGHT By: /s/ Allison Fletcher, Attorney-in-Fact for David K. Wright	09/22/2025
	MELANIE ALDER By: /s/ Allison Fletcher, Attorney-in-Fact for Melanie Alder	09/22/2025
	WRIGHT IRREVOCABLE TRUST By: /s/ Allison Fletcher, Attorney-in-Fact for David K. Wright, Trustee By: /s/ Allison Fletcher, Attorney-in-Fact for Melanie Alder, Trustee	09/22/2025
	ALDER IRREVOCABLE TRUST By: /s/ Allison Fletcher, Attorney-in-Fact for David K. Wright, Trustee By: /s/ Allison Fletcher, Attorney-in-Fact for Melanie Alder, Trustee	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Chief Executive Officer Wright David K. covered exercise/tax liability with 109,626 shares, decreasing direct ownership by 22% to 292,781 units (SEC Form 4)